TIDMSXX
RNS Number : 1019H
Sirius Minerals Plc
11 March 2015
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO
11 March 2015
Sirius Minerals Plc
Proposed Placing of New Ordinary Shares
The Directors of Sirius Minerals Plc (AIM: SXX, OTCQX: SRUXY)
("Sirius" or the "Company") announce the proposed placing of new
ordinary shares in the Company ("Placing Shares") at a price of 7
pence per Placing Share (the "Placing Price") with the intention of
raising approximately GBP15 million (the "Placing").
The Placing which is being conducted by way of an accelerated
bookbuilding process to qualifying investors will be launched
immediately following this Announcement, in accordance with the
terms and conditions set out in the Appendix to this
Announcement.
Liberum Capital Limited ("Liberum") and Macquarie Capital
(Europe) Limited ("Macquarie") are acting as Joint Global
Co-ordinators and Joint Bookrunners on the Placing. WH Ireland
Limited ("WHI") is acting as a Co-Bookrunner on the Placing. The
Placing is not being underwritten.
Use of Proceeds
The net proceeds from the Placing will be used principally to
strengthen the Company's balance sheet and to provide additional
working capital to support ongoing project development activities
relating to the York Potash Project. The Directors want to ensure
that the Company remains in a strong financial position throughout
the planning approvals process and beyond, and are grateful for the
continuing support of key shareholders. Prior to the Placing, as at
28 February 2015, the Company held cash and cash equivalents of
approximately GBP12 million. Two of the key planning decisions for
the York Potash Project are expected by the end of May 2015.
The Placing
The Placing is being conducted by way of an accelerated
bookbuilding process by Liberum and Macquarie acting as Joint
Global Co-ordinators and Joint Bookrunners (together, the "Joint
Bookrunners") and WHI acting as a Co-Bookrunner on the Placing
(together with the Joint Bookrunners, the "Managers").
The books for the Placing will open with immediate effect. The
books are expected to close no later than 10 a.m. (London) today.
The timing of the closing of the books and the making of
allocations may be accelerated or delayed at the Joint Bookrunners'
sole discretion. The Appendix to this Announcement contains the
detailed terms and conditions of the Placing.
The Placing Price is 7 pence per Placing Share. The Company
proposes to place approximately 214,300,000 new ordinary shares at
the Placing Price, representing approximately 11.2 per cent of the
existing issued share capital of the Company, to raise
approximately GBP15 million. However, the Directors of the Company,
in consultation with Liberum and Macquarie, reserve the right to
adjust the final size of the Placing. Details of the final number
of Placing Shares will be announced as soon as practicable after
the close of the bookbuilding process.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of Sirius, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
Application will be made for admission of the Placing Shares to
trading on the AIM market of the London Stock Exchange plc ("AIM")
("Admission"). It is expected that Admission will take place and
that trading will commence on AIM at 8.00 a.m. on or around 16
March 2015 but in any event no later than 26 March 2015.
Conditional upon the Placing, Scrimshaw Nominees Pty Limited as
trustee for the Scrimshaw Superannuation Fund, of which Russell
Scrimshaw is a beneficiary, has indicated that it intends to
subscribe for approximately 715,000 new ordinary shares in the
Company at the Placing Price. Conditional upon the Placing, Lord
Hutton of Furness has indicated that he intends to subscribe for
approximately 30,000 new ordinary shares in the Company at the
Placing Price.
The Placing is conditional, among other things, upon Admission
becoming effective. The Placing is also conditional upon the
conditions precedent in the placing agreement made between the
Company, Liberum and Macquarie being satisfied and the placing
agreement not being terminated prior to Admission in accordance
with its terms. The Placing is not being underwritten.
Qualifying investors who choose to participate in the Placing by
making an oral and legally binding offer to acquire Placing Shares,
will be deemed to have read and understood this Announcement in its
entirety, including the Appendix, and to be making such offer on
the terms and subject to the conditions contained herein and to be
making the representations, warranties, undertakings and
acknowledgements contained in the Appendix to this
Announcement.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this announcement, which
forms part of this announcement (together, the "Announcement").
Extension of the Warrants
If the warrants previously issued by the Company on 14 March
2014 (the "Warrants") have not been exercised by 31 August 2015, or
if the expiration date for the exercise of the Warrants has not
been announced by the Company in accordance with the terms of the
deed poll relating to the Warrants by 31 August 2015, the Company
will convene a meeting of the holders of the Warrants to seek to
extend the exercise period of the Warrants by a period of nine
months.
For further information please contact:
In relation to the Placing:
NOMAD / Joint Global Joint Global Co-ordinator Co-Bookrunner / Joint
Co-ordinator / Joint / Broker
Bookrunner / Joint Joint Bookrunner /
Broker Joint Broker
Macquarie Capital (Europe) Liberum Capital Limited WH Ireland Limited
Limited
Ken Fleming, Fergus Clayton Bush, Jill Adrian Hadden
Marcroft, Nick Stamp Li
Tel: +44 20 3037 2000 Tel: +44 20 3100 2222 Tel: +44 20 7220 1666
--------------------------- -------------------------- ----------------------
Media and General Enquiries:
Investor Relations Media Enquiries - Tavistock
Email: ir@siriusminerals.com Jos Simson, Mike Bartlett, Emily
Fenton
Tel: +44 8455 240 247 Tel: +44 20 7920 3150
----------------------------- ---------------------------------
About Sirius Minerals Plc
Sirius Minerals is a potash development company with properties
in the United Kingdom (North Yorkshire) and the United States
(North Dakota). Its primary focus is the development of the York
Potash Project which has the world's largest and highest grade
deposit of polyhalite, a multi-nutrient form of potash containing
potassium, sulphur, magnesium and calcium. Incorporated in 2003,
Sirius Minerals' shares are traded on the London Stock Exchange's
AIM market. Its shares are also traded in the United States on the
OTCQX through a sponsored ADR facility. Further information on the
Company can be found at www.siriusminerals.com
Risk Statement
This Announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan or the Republic of
South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue or the solicitation of an offer to buy or acquire shares
in the capital of the Company in the United States, Australia,
Canada, Japan or the Republic of South Africa or any jurisdiction
in which such offer or solicitation would be unlawful or require
preparation of any prospectus or other offer documentation or would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. The Placing
Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended ("Securities Act"), and
may not be offered, sold or transferred, directly or indirectly,
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. Any offering to be made in the
United States will be made to a limited number of "qualified
institutional buyers" ("QIBs") within the meaning of Rule 144A
under the Securities Act pursuant to an exemption from registration
under the Securities Act in a transaction not involving any public
offering. The Placing Shares are being offered and sold outside the
United States in accordance with Regulation S under the Securities
Act ("Regulation S"). No public offering of the shares referred to
in this Announcement is being made in the United States, United
Kingdom or elsewhere.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Managers or by any of their respective affiliates or agents as to
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Macquarie Capital (Europe) Limited, which is authorised and
regulated by the Financial Conduct Authority, is acting for the
Company in connection with the Placing and no one else and will not
be responsible to anyone other than the Company for providing the
protections afforded to clients of Macquarie Capital (Europe)
Limited nor for providing advice in relation to the Placing or any
other matter referred to in this Announcement.
Liberum Capital Limited, which is authorised and regulated by
the Financial Conduct Authority, is acting for the Company in
connection with the Placing and no one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Liberum Capital Limited nor for
providing advice in relation to the Placing or any other matter
referred to in this Announcement.
WH Ireland Limited, which is authorised and regulated by the
Financial Conduct Authority, is acting for the Company in
connection with the Placing and no one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of WH Ireland Limited nor for
providing advice in relation to the Placing or any other matter
referred to in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Managers that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Managers to
inform themselves about, and to observe, any such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the Company's intention, beliefs and current
expectations and involve a number of risks, uncertainties and
assumptions that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Forward-looking
statements are not guarantees of future performance and the
development of the Company's operations, markets and the industry
in which it operates, may differ materially from those described
in, or suggested by, the forward-looking statements contained in
this Announcement. A number of factors could cause developments to
differ materially from those expressed or implied by the
forward-looking statements including, without limitation, general
economic and business conditions, industry trends, competition,
changes in regulation or government, changes in business strategy,
political and economic uncertainty and other factors.
The information contained in this Announcement is subject to
change without notice and, except as required by applicable law or
the AIM Rules for Companies, the Company does not assume any
responsibility or obligation to update publicly or review any of
forward-looking statements contained herein. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement. No statement in this Announcement
is or is intended to be a profit forecast or to imply that the
earnings of the Company for the current or future financial years
will necessarily match or exceed the historical or published
earnings of the Company.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS")
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS
AMENDED BY DIRECTIVE 2010/73/EC)) AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; AND (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER
THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR
THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES. THIS ANNOUNCEMENT IS NOT SOLICITING ANY MONEY,
SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED
STATES AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (a) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Managers has been
given to the offer or resale; or (b) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA
other than Qualified Investors, the offer of those Placing Shares
to it is not treated under the Prospectus Directive as having been
made to such persons; and
3. (a) (i) it is not in the United States and (ii) it is not
acting for the account or benefit of a person in the United States;
(b) it is a dealer or other professional fiduciary in the United
States acting on a discretionary basis for a non-US person (other
than an estate or trust) in reliance on Regulation S; (c) it is
otherwise acquiring the Placing Shares in an "offshore transaction"
meeting the requirements of Regulation S under the Securities Act;
or (d) it is a "qualified institutional buyer" (a "QIB") (as
defined in Rule 144A under the Securities Act) and it has duly
executed an investor letter in a form provided to it and delivered
the same to one of the Managers or its affiliates.
The Company and the Managers will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, Japan or the
Republic of South Africa or in any jurisdiction in which such
publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S. Any offering to be made in the United States will be
made to a limited number of QIBs pursuant to an exemption from, or
in a transaction not subject to, registration under the Securities
Act or in a transaction not involving any public offering.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Managers have entered into a Placing Agreement (the "Placing
Agreement") with the Company under which the Managers have, on the
terms and subject to the conditions set out therein, undertaken to
use their reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price. The Placing is not being
underwritten by the Managers or any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild (as defined below) as set out in this
Announcement and the Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
ordinary shares in the capital of the Company ("Ordinary Shares"),
including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Ordinary Shares after the date of issue of the Placing
Shares.
The Company, subject to certain exceptions, has agreed not to
allot, issue or grant any rights in respect of any of its Ordinary
Shares in the period from the date of this Announcement until 90
days after Admission without the Joint Bookrunners' (on behalf of
the Managers) prior consent.
Application for admission to trading
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on AIM ("Admission"). It is expected that settlement of any
such shares and Admission will become effective on or around 16
March 2015 and that dealings in the Placing Shares will commence at
that time.
Bookbuild
The Managers will today commence an accelerated bookbuilding
process in respect to the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees at the Placing
Price. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
The Managers and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. The Managers are arranging the Placing as bookrunners and agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Managers. The Managers and their respective affiliates are entitled
to enter bids in the Bookbuild as principal.
3. The Bookbuild will establish the number of Placing Shares to
be issued at the Placing Price, which will be agreed between the
Managers and the Company following completion of the Bookbuild. The
number of Placing Shares which have been placed at the Placing
Price will be announced on a Regulatory Information Service
following the completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at one of the Managers.
Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Placing Price.
Bids may be scaled down by the Managers on the basis referred to
paragraph 8 below.
5. The Bookbuild is expected to close no later than 3 p.m. today
but may be closed earlier or later at the discretion of the Joint
Bookrunners (on behalf of the Managers). The Managers may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right to reduce or
seek to increase the amount to be raised pursuant to the Placing,
in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Managers (or any one of them) following the
close of the Bookbuild and a trade confirmation or contract note
will be dispatched as soon as possible thereafter. A Manager's oral
or emailed confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of the Managers and the
Company, under which it agrees to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix (which are deemed to be
incorporated in such trade confirmation or contract note) and in
accordance with the Company's Articles of Association.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued.
8. Subject to paragraphs 4 and 5 above, the Managers may choose
to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. The Managers may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the
Company (a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (b)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and, except with a
Manager's consent, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Managers, to pay a Manager (or as a Manager may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares for which such Placee has agreed
to subscribe. Each Placee's obligations will be owed to the
Managers.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Managers or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority ("FCA"), none of the
Managers or any of their respective affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise whether or not a recipient of these
terms and conditions) in respect of the Placing. Each Placee
acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and the Managers
shall have no liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, none of the
Managers or any of their respective affiliates shall have any
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Managers' conduct of the
Bookbuild or of such alternative method of effecting the Placing as
the Managers and the Company may agree.
Conditions of the Placing
The Managers' obligations under the Placing Agreement in respect
of the Placing Shares are conditional on, inter alia:
(a) none of the warranties contained in the Placing Agreement
being untrue, inaccurate or misleading at any time on or after the
date of the Placing Agreement and prior to Admission (by reference
to the facts and circumstances from time to time existing on or
after the date of the Placing Agreement and prior to
Admission);
(b) the Company having allotted the Placing Shares, subject only
to Admission, in accordance with the Placing Agreement;
(c) Admission taking place not later than 8.00 a.m. on 16 March
2015 or such later date as the Company and the Joint Bookrunners
(on behalf of the Managers) may otherwise agree but not being later
than 3.00 p.m. on 26 March 2015; and
(d) there having not occurred, in the opinion of either Joint
Bookrunner (acting in good faith), a material adverse change (as
defined in the Placing Agreement) at any time prior to Admission
(whether or not foreseeable at the date of the Placing
Agreement).
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
the Joint Bookrunners (on behalf of the Managers) by the respective
time or date where specified (or such later time or date as the
Company and the Joint Bookrunners (on behalf of the Managers) may
agree), (ii) any of such conditions becomes incapable of being
fulfilled or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing in relation to the
Placing Shares will lapse and the Placee's rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
The Joint Bookrunners (on behalf of the Managers) may, at their
discretion and upon such terms as they think fit, waive, or extend
the period for, compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the
conditions in the Placing Agreement save that the above condition
relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
None of the Managers or the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Managers.
Right to terminate under the Placing Agreement
Each of the Joint Bookrunners is entitled, at any time before
Admission, to terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including, inter alia, a
breach of the warranties given to the Managers in the Placing
Agreement, the failure of the Company to comply with obligations
under the Placing Agreement or, the occurrence of a force majeure
event which, in the opinion of a Joint Bookrunner, is likely to
prejudice the success of the Placing. Following Admission, the
Placing Agreement is not capable of termination to the extent that
it relates to the Placing of the Placing Shares.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and
will not be subject to termination by the Placee or any prospective
Placee at any time or in any circumstances. By participating in the
Placing, Placees agree that the exercise by a Joint Bookrunner of
any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of that Joint
Bookrunner, and that it need not make any reference to Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA in relation to the Placing, and Placees'
commitments will be made solely on the basis of the information
contained in the Announcement (including this Appendix) and the
Exchange Information (as defined further below). Each Placee, by
accepting a participation in the Placing, agrees that the content
of this Announcement is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information (other than the Exchange Information),
representation, warranty, or statement made by or on behalf of the
Company or the Managers or any other person and none of the
Managers or the Company or any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by the Managers, the Company,
or their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the
Company, nor the Managers are making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B0DG3H29) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Managers reserve
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
they deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the relevant Manager, stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to the relevant Manager and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with either
the standing CREST or certificated settlement instructions that it
has in place with the relevant Manager.
It is expected that settlement of the Placing Shares will be on
16 March 2015 on a T+3 basis in accordance with the instructions
set out in the trade confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Managers.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Managers may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Managers' account and benefit (as agent
for the Company), an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on
the Managers all such authorities and powers necessary to carry out
any such sale and agrees to ratify and confirm all actions which
the Managers lawfully take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, and in particular
provided there is no agreement for sale of the Placing Shares
between any such agent and the Placee, be so registered free from
any liability to UK stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and the
Managers:
1. represents and warrants that it has read and understood this
Announcement, including the Appendix, in its entirety and that its
subscription of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Ordinary Shares are admitted to trading
on AIM, and the Company is therefore required to publish certain
business and financial information in accordance with the AIM Rules
for Companies (collectively "Exchange Information"), which includes
a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
the Company's announcements and circulars published in the past 12
months and that it is able to obtain or access such information
without undue difficulty;
4. acknowledges that none of the Managers, or the Company, or
any of their respective affiliates or any person acting on behalf
of any of them has provided, and will not provide it, with any
material regarding the Placing Shares or the Company other than
this Announcement; nor has it requested any of the Managers, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of the
Managers, their respective affiliates or any person acting on its
or their behalf has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously or concurrently
published by or on behalf of the Company, and will not be liable
for any Placee's decision to participate in the Placing based on
any information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement and
any Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made
by any of the Managers or the Company, or, if received, it has not
relied upon any such information, representations, warranties or
statements (including any management presentation that may have
been received by any prospective Placee) and neither the Managers
nor the Company will be liable for any Placee's decision to accept
an invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied solely on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing and it will
not rely on any investigation that the Managers, their respective
affiliates or any other person acting on its or their behalf has or
may have conducted;
6. represents and warrants that it has neither received nor
relied on any inside information (as defined in section 118C of the
Financial Services and Markets Act 2000, as amended ("FSMA"))
concerning the Company in accepting this invitation to participate
in the Placing;
7. acknowledges that none of the Managers, any person acting on
behalf of it or them, or any of their respective affiliates has or
shall have any liability for the Exchange Information, any publicly
available or filed information or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
8. if the Placing Shares were offered to it in the United
States, represents and warrants that in making its investment
decision, (a) it has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the
effects of United States federal, state and local income tax laws
and foreign tax laws generally and the US Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), the US
Investment Company Act of 1940 and the Securities Act, (b) it has
received all information (including the business, financial
condition, prospects, creditworthiness, status and affairs of the
Company, the Placing, the Placing Shares, as well as the
opportunity to ask questions) concerning the Company, the Placing,
the Placing Shares that it believes is necessary or appropriate in
order to make an investment decision in respect of the Company, the
Placing Shares, (c) it is aware and understands that an investment
in the Placing Shares involves a considerable degree of risk and no
US federal or state or non-US agency has made any finding or
determination as to the fairness for investment or any
recommendation or endorsement of the Placing Shares, and (d) it is
able to bear the economic risk of an investment in the Placing
Shares, is able to sustain a complete loss of the investment in the
Placing Shares and has no need for liquidity with respect to its
investment in the Placing Shares;
9. represents and warrants that (a) (i) it is not in the United
States and (ii) it is not acting for the account or benefit of a
person in the United States; (b) it is a dealer or other
professional fiduciary in the United States acting on a
discretionary basis for a non-US person (other than an estate or
trust) in reliance on Regulation S; (c) it is otherwise acquiring
the Placing Shares in an "offshore transaction" meeting the
requirements of Regulation S under the Securities Act; or (d) it is
a "qualified institutional buyer" (a "QIB") (as defined in Rule
144A under the Securities Act) and it has duly executed an investor
letter in a form provided to it and delivered the same to one of
the Managers or its affiliates;
10. acknowledges that it is acquiring the Placing Shares for its
own account or for one or more accounts as to each of which it
exercises sole investment discretion and each of which (if in the
United States) is a QIB, for investment purposes and not with a
view to any distribution or for resale in connection with, the
distribution thereof in whole or in part, in the United States and
that it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
11. acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or with any state or
other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other United
States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
12. acknowledges that the Placing Shares offered and sold in the
United States are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act and, so long as the Placing
Shares are "restricted securities", it will not deposit the Placing
Shares into any unrestricted depositary receipt facility maintained
by any depositary bank in respect of the Company's Ordinary Shares
and understands that the Placing Shares will not settle or trade
through the facilities of the Depository Trust Corporation, the
NYSE, NASDAQ or any other US exchange or clearing system;
13. represents and warrants that it will not reoffer, sell,
pledge or otherwise transfer the Placing Shares except (a) in an
offshore transaction in accordance with Regulation S under the
Securities Act; (b) in the United States to QIBs pursuant to Rule
144A under the Securities Act; (c) pursuant to Rule 144 under the
Securities Act (if available); or (d) pursuant to an effective
registration statement under the Securities Act and that, in each
such case, such offer, sale, pledge, or transfer will be made in
accordance with any applicable securities laws of any state of the
United States;
14. represents and warrants that it is not a "benefit plan
investor" (within the meaning of ERISA), or other employee benefit
plan subject to any US federal, state, local or other law or
regulation that is substantially similar to the prohibited
transaction provisions of Section 406 of ERISA or Section 4975 of
the US Internal Revenue Code of 1986, as amended, and that it will
not sell or otherwise transfer any Placing Shares or any interest
therein unless the transferee makes or is deemed to make the
representations and warranties set forth in this paragraph (14),
and the purchaser acknowledges and agrees that any purported
transfer of Placing Shares or any interest therein that does not
comply with this paragraph (14) will not be effective and will not
be recognised by the Company;
15. acknowledges and agrees that the Placing Shares will, to the
extent they are delivered in certificated form, bear a legend to
the following effect unless agreed otherwise with the Company:
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES,
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. EACH HOLDER, BY ITS
ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND
AGREES TO THE FOREGOING RESTRICTIONS.";
16. unless otherwise specifically agreed in writing with the
Managers, represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of
Australia, Canada, Japan or the Republic of South Africa;
17. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Australia,
Canada, Japan or the Republic of South Africa and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, within those
jurisdictions;
18. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
19. represents and warrants that: (a) it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering
Regulations 2007 and (b) it is not a person: (i) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (ii) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (iii) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Managers such evidence, if any,
as to the identity or location or legal status of any person which
any Manager may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Managers on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be acquired by
it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Managers may decide at their sole
discretion;
20. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non- discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of the Managers has been
given to the offer or resale;
21. represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will
not offer or sell any Placing Shares to persons in the United
Kingdom, except to Qualified Investors or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA;
22. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (including any relevant implementing
measure in any member state);
23. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
24. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
25. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with the Managers in writing,
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive;
26. if in the United Kingdom, represents and warrants that it is
a person (a) who has professional experience in matters relating to
investments falling within Article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (b) falling within Article 49(2)(A) to (D) ("High Net
Worth Companies, Unincorporated Associations, etc") of the Order;
or (c) to whom this Announcement may otherwise be lawfully
communicated;
27. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
28. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; and (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part;
29. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the Managers may in their sole
discretion determine and without liability to such Placee and it
will remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be
required to bear the liability for any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise
upon the placing or sale of such Placee's Placing Shares on its
behalf;
30. acknowledges that none of the Managers, any of their
respective affiliates, or any person acting on behalf of any of
them, is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of the Managers and that the Managers have no duties or
responsibilities to it for providing the protections afforded to
their respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of their
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
31. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither the Managers nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company and the Managers on
an after-tax basis in respect of the same on the basis that the
Placing Shares will be allotted to the CREST stock account of a
Manager who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
32. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Managers in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
33. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix to the Announcement;
34. agrees that the Company, the Managers and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to each of the Managers on its own
behalf and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy
thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
35. agrees to indemnify on an after-tax basis and hold the
Company, the Managers and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
36. acknowledges that no action has been or will be taken by any
of the Company, the Managers or any person acting on behalf of the
Company or the Managers that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
37. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is
aware that it may be required to bear, and it, and any accounts for
which it may be acting, are able to bear, the economic risk of, and
is able to sustain, a complete loss in connection with the Placing.
It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved; and
38. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to each of the
Managers for itself and on behalf of the Company and are
irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Managers will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Managers
in the event that any of the Company and/or the Managers has
incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice
and notify the Managers accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Managers do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Managers or any of their
respective affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Managers, any money held in an account with a
Manager on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the Managers'
money in accordance with the client money rules and will be used by
the Managers in the course of their own business and the Placee
will rank only as a general creditor of each of the Managers.
All times and dates in this Announcement may be subject to
amendment. The Managers shall notify the Placees and any person
acting on behalf of the Placees of any changes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEGGUQWWUPAPWU
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