TIDMAAAM
RNS Number : 8611W
African Aura Mining Inc.
26 November 2010
Friday 26 November 2010
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
Neither this Announcement nor any part of it constitutes an
offer to sell or issue or the solicitation of an offer to buy,
subscribe or acquire any new Common Shares in any jurisdiction in
which any such offer or solicitation would be unlawful.
African Aura Mining Inc.
("African Aura" or the "Company") Fully underwritten placing of
13,515,797 new common shares to raise approximately GBP20.3
million
African Aura announces its intention to place 13,515,797 new
common shares in the Company (the "Placing Shares") representing
approximately 18.7 per cent. of African Aura's existing issued
common share capital (the "Placing") at 150 pence per share. The
proposed placing by African Aura of new common shares in the
Company ("Common Shares") will be to institutional investors to
raise approximately GBP20.3 million (approximately US$32.0 million)
(before expenses). The Placing is fully underwritten by Evolution
Securities Limited ("Evolution"), which is also acting as Global
Co-ordinator and Sole Bookrunner.
The Placing
The Placing is subject to the terms and conditions set out in
Appendix A. Evolution will today commence an accelerated
bookbuilding process in respect of the Placing ("Bookbuild"). The
price per Common Share at which the Placing Shares are to be placed
will be 150p (the "Placing Price"). The book will open with
immediate effect. The timing of the closing of the book and
allocations is at the discretion of Evolution (following
consultation with African Aura, if required).
The Placing Shares will be credited as fully paid and will rank
pari passu in all respects with the existing Common Shares
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The Placing will be made on a non-pre-emptive basis. The Placing
Shares represent an increase of approximately 18.7 per cent. of the
current issued common share capital of the Company, and the Placing
Shares represent approximately 15.7 per cent. of the enlarged
issued common share capital of the Company.
The Company has applied for admission of the Placing Shares to
trading on AIM and to listing on the TSX Venture Exchange. It is
expected that such Admission will become effective and that
dealings will commence on 2 December 2010. Completion of the
Placing is also subject to receipt of applicable regulatory
approvals, including the approval of the TSX Venture Exchange
("TSX-V").
The Appendix A to this Announcement (which forms a part of this
Announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
Director's Participation
The Company has been notified that, conditional on Admission,
293,335 Common Shares in aggregate will be placed at the Placing
Price with the following Directors:
Number of Value of Total number
Common Shares Common Shares of Common Percentage
taken up taken up Shares held of enlarged
under the under the following issued share
Director Placing Placing the Placing capital
--------------- -------------- -------------- ------------- --------------
David
Netherway 20,000 GBP30,000 104,594 0.12%
--------------- -------------- -------------- ------------- --------------
Luis da Silva 16,667 GBP25,000 74,826 0.09%
--------------- -------------- -------------- ------------- --------------
Guy Pas 200,000 GBP300,000 5,797,226 6.75%
--------------- -------------- -------------- ------------- --------------
David Evans 10,000 GBP15,000 255,500 0.30%
--------------- -------------- -------------- ------------- --------------
Steven Poulton 13,334 GBP20,001 1,247,436 1.45%
--------------- -------------- -------------- ------------- --------------
David Reading 33,334 GBP50,001 233,334 0.27%
--------------- -------------- -------------- ------------- --------------
Use of proceeds
The Company intends to use the net proceeds of the Placing,
totalling approximately US$30.5 million, together with its existing
cash resources of c. US$9 million to fund the following:
-- c. US$6 million to accelerate the Company's reserve drilling
programme and definitive feasibility study at New Liberty;
-- c. US$4 million for additional exploration drilling at New
Liberty;
-- c. US$1 million for identification and drilling of additional
exploration targets at Batouri Ntem and Sonfon;
-- c. US$6.25 million to fund the Company's share of costs at
Putu;
-- c. US$11million to accelerate the drilling programme at Nkout
with a view to defining a maiden inferred resource; and
-- General working capital.
Commenting, Luis da Silva, President and CEO of African Aura
said:
"The Company has demonstrated since raising funds in April its
ability to deliver results by allocating additional resources to
its projects. The momentum being gathered on all projects has
raised external interest in the Company tremendously and we are now
focused on achieving greater value in more aggressive fashion with
a higher degree of confidence, safe in the knowledge we are
adequately funded for implementation of our strategy. The projects
are reaching exciting milestones on all fronts with the newsflow to
follow in the immediate future."
About African Aura Mining Inc.
African Aura is an established exploration and development
company listed on the TSX-V (AUR) and London's AIM (AAAM). The
Company operates two divisions, namely iron ore and gold:
- The iron ore division includes its 38.5% interest in the Putu
iron ore project in Liberia, which is moving through
pre-feasibility managed by joint venture partner Severstal
Resources (the mining division of Moscow listed OAO Severstal). In
September 2010 Putu was granted a 25 year renewable Mineral
Development Agreement by the Government of Liberia. The division
also includes a 100% interest in the Nkout iron ore project and
surrounding iron targets in Cameroon which is subject to a resource
definition drilling programme.
- The gold division includes the multi million ounce potential
New Liberty greenstone gold deposit, which is being advanced
through a bankable feasibility study, and the proximal Ndablama,
Weaju, Silver Hills and Gondoja gold projects all within the
Company's Bea Mountain 25 year renewable Mineral Development
Agreement. In addition, the Company presently has a 22% interest in
AIM-listed diamond producer Stellar Diamonds Plc (AIM: STEL,
www.stellar-diamonds.com). The Company has a highly motivated and
experienced team with a track record of discovering mines and
taking projects through development and into production. As a
pioneer, African Aura has attracted some excellent strategic
partners and shareholders, always with the objective of preserving
or enhancing shareholder value. For further information on the
Company you are invited to visit its website at
www.african-aura.com or SEDAR's website at www.sedar.com.
For further information, please contact:
African Aura Mining Inc.
Luis da Silva, President & CEO Tel: +44 (0) 20 7257 2930
Evolution Securities Limited
Simon Edwards / Tim Redfern / Neil Elliot Tel: +44 (0) 20 7071
4300
Pelham Bell Pottinger
Charles Vivian / James MacFarlane Tel: +44 (0) 20 7861 3232
IMPORTANT NOTICE
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
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
Evolution or by any of its 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.
Evolution is acting as Global Co-ordinator and Sole Bookrunner
in connection with the Placing. Evolution, which is authorised and
regulated by the Financial Services Authority, is acting for the
Company in connection with the Placing and will not be responsible
to anyone other than the Company for providing the protections
afforded to the clients of Evolution nor for providing advice in
relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the Placing of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Evolution 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 Evolution to
inform themselves about, and to observe, such restrictions.
The information in this Announcement shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of, the securities referred to herein in any
jurisdiction in which such offer, solicitation or sale would
require preparation of any prospectus or other offer documentation,
or be unlawful prior to registration, exemption from registration
or qualification under the securities laws of any such
jurisdiction.
No public offer of securities of the Company is being made in
the United Kingdom, the United States, Canada or elsewhere. The
information in this Announcement does not constitute or form a part
of any offer or solicitation to purchase or subscribe for
securities in the United States. The securities mentioned herein
have not been, and will not be, registered under the United States
Securities Act of 1933 (the "Securities Act") nor the security laws
of any state or other jurisdiction of the United States. The
securities mentioned herein may not be offered or sold in the
United States except pursuant to Regulation S under the Securities
Act or another exemption from, or transaction not subject to, the
registration requirements of the Securities Act. There will be no
public offer of securities in the United States.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
Forward-looking Statements
This announcement includes certain forward-looking statements.
All statements, other than statements of historical fact, included
herein are forward-looking statements that involve various known
and unknown risks and uncertainties as well as other factors. Such
forward looking statements are subject to a number of risks and
uncertainties that may cause actual results or events to differ
materially from current expectations, including delays in obtaining
or failure to obtain required regulatory approvals. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements.
Information about the risks and uncertainties of the Company's
business is provided in its disclosure materials, including its
Annual Information Form and the MD&A for the twelve months
ended 31 December 2009, available under the Company's profile on
SEDAR at www.sedar.com. Although the Company has attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking information, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Accordingly, readers should not place undue reliance
on forward-looking information. The forward-looking information
contained herein, speak only as of the date hereof (unless stated
otherwise) and, except as may be required by applicable law,
African Aura disclaims any obligation to update or modify such
forward-looking statements, either as a result of new information,
future events or for any other reason.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accept responsibility for the adequacy or
accuracy of this release.
APPENDIX A
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES
OR ANY OTHER JURISDICTION IN OR INTO WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
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 WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) ("QUALIFIED
INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE
PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE UNITED KINGDOM
FINANCIAL SERVICES AND MARKETS ACT, 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; (C) IN CANADA, (OTHER THAN
BRITISH COLUMBIA), "ACCREDITED INVESTORS" AS DEFINED IN SECTION 1.1
OF NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION
EXEMPTIONS ("NI 45-106"), WHO (X) (D) 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.
Persons who are invited to and who choose to participate in the
Placing, by making 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, undertakings and agreements contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges that 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. In addition, Placees located in certain jurisdictions,
including but not limited to Canada will also be required to
execute placing allocation letters or subscription agreements, as
the case may be, in a form provided ("Placing Allocation Letter")
and to return them as so executed to Evolution promptly and in any
event no later than 4.30 pm (London time) on 30 November2010 (or
such later date as Evolution may agree).
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
unauthorised or unlawful. This Announcement and the information
contained herein is not for publication or distribution, directly
or indirectly, to persons in the United States 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, Canada 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 the laws of any state 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 as part
of a transaction not subject to, the registration requirements of
the Securities Act and applicable state laws.
The Placing Shares have not been and will not be qualified for
distribution to the public under applicable Canadian securities
laws and accordingly, any offer and distribution of the Placing
Shares in Canada (excluding British Columbia) will be made on a
basis that is exempt from the prospectus requirements of Canadian
securities laws. The Placing Shares are not qualified for sale in
British Columbia and may not be offered or sold in such province,
directly or indirectly on behalf of the Company.
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.
Notice to UK Residents
This Announcement is not a prospectus for the purposes of the
Prospectus Rules published by the UK Financial Services Authority
("FSA") and has not been approved by, or filed with, the FSA. This
Announcement contains no offer to the public within the meaning of
Section 102B of the United Kingdom Financial Services and Markets
Act 2000, the United Kingdom Companies Act 2006 or otherwise.
NOTICE TO US RESIDENTS
THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED, TAKEN OR TRANSMITTED
IN OR INTO THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS AND
ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT
IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS
NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE
APPLICABLE LAWS OF OTHER JURISDICTIONS.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
and may not be offered or sold in the United States unless Such
placing shares are registered under the Securities Act or are
offered and sold pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with State Securities laws. THE PLACING SHARES
ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES PURSUANT TO
REGULATION S.
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.
Notice to Canadian Residents
This press release is not, and under no circumstances is to be
construed as, an advertisement or a public offering of the Placing
Shares in Canada.
No Placing Shares may be acquired by residents in British
Columbia or by any purchaser for subsequent resale to a resident of
British Columbia for four months and day from the date of the
closing of the Placing.
The distribution of the Placing Shares in Canada (excluding
British Columbia) is being made on a private placement basis only
and is exempt from the requirement that the Company prepare and
file a prospectus with the relevant Canadian securities regulatory
authorities. Accordingly, any resale of the Placing Shares must be
made in accordance with applicable Canadian securities laws, which
may require resales to be made in accordance with prospectus and
dealer registration requirements or exemptions from the prospectus
and dealer registration requirements. These resale restrictions may
in some circumstances apply to resales of the Placing Shares
outside of Canada. Canadian purchasers are advised to seek legal
advice prior to any resale of the Placing Shares.
Canadian investors are further advised that the Company does not
intend to file a prospectus or similar document with any securities
regulatory authority in Canada qualifying the resale of the Placing
Shares to the public in any province or territory of Canada in
connection with the Placing.
Details of the Placing Agreement and the Placing Shares
Evolution Securities Limited ("Evolution") has entered into the
Placing Agreement with the Company under which Evolution on the
terms and subject to the conditions set out therein, has undertaken
to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price and failing which itself to
subscribe itself for Placing Shares.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Common Shares including the right to receive all dividends and
other distributions declared made or paid after the date of
issue.
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.
Application for listing and admission to trading
Application has been made to the London Stock Exchange for
admission to trading of the Placing Shares to AIM. It is expected
that AIM Admission will become effective and that dealings on AIM
in the Placing Shares will commence at 8.00 a.m. (London time) on 2
December 2010.
The Placing is subject to the conditional approval of the
TSX-V.
Bookbuild
Evolution will today commence an accelerated bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees at 150 pence per
Common Share of the Company (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.
Evolution 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 Evolution is acting as sole bookrunner and as an agent of the
Company.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by
Evolution.
3 A Regulatory Information Service will announce completion of
the Bookbuild (the "Placing Results Announcement").
4 To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at Evolution. Each bid
should state the number of Placing Shares for which the prospective
Placee wishes to subscribe at the Placing Price. Bids may be scaled
down by Evolution on the basis referred to in paragraph 8
below.
5 The Bookbuild is expected to close no later than 4:30 p.m.
(London time) on 26 November 2010 but may be closed earlier or
later at the discretion of Evolution. Evolution may accept bids
that are received after the Bookbuild has closed.
6 Each Placee's allocation will be confirmed to the Placee
orally by Evolution following the close of the Placing, and a
conditional contract note or in certain jurisdictions, a Placing
Allocation Letter, will be dispatched as soon as possible
thereafter. Evolution's oral 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
Evolution and the Company, under which the Placee agrees to acquire
the number of Placing Shares allocated to it at the Placing Price
on the terms and conditions set out in this Appendix and in
accordance with the Company's constitution.
7 Each prospective Placee's allocation and commitment will be
evidenced by a conditional contract note issued to such Placee by
Evolution and in certain jurisdictions, a Placing Allocation Letter
may also be required. The terms of this Appendix will be deemed to
be incorporated in that contract note. Evolution reserves the right
to cancel a Placee's allocation if it fails to return to Evolution,
if required, any Placing Allocation Letter sent to it duly executed
by no later than 4.30 pm (London time) on 30 November 2010 (or such
later date as Evolution may agree).
8 Subject to paragraphs 4 and 5 above, Evolution may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (in consultation with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. Evolution may also, notwithstanding paragraphs
4 and 5 above: (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time;
and (ii) allocate Placing Shares after the Bookbuild has closed to
any person submitting a bid after that time. Evolution reserves the
right not to accept bids or to accept bids in part rather than in
whole or to increase with a Placee's agreement any allocation to
it.
9 A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and in certain
jurisdictions, the terms and conditions in the Placing Allocation
Letter and will be legally binding on the Placee on behalf of which
it is made and except with Evolution'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 Evolution, to pay it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to acquire.
10 Except as required by law or regulation, no press release or
other announcement will be made by Evolution 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 relevant 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 will agree
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, none of Evolution
or its affiliates or agents shall have any liability to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise) including (to the extent permissible by law, any
fiduciary duties) in respect of the conduct of the Bookbuild
process or of such alternative method of effecting the Placing as
Evolution and the Company may agree.
Conditions of the Placing
The obligations of Evolution under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
(a) AIM Admission occurring not later than 8.00 a.m. (London
time) on 2 December 2010 or such other date as may be agreed
between the Company and Evolution, not being later than 9 December
2010;
(b) the TSX-Venture having conditionally approved the listing of
the Placing Shares subject to customary post-closing
conditions;
(c) the warranties contained in the Placing Agreement being true
and accurate in all material respects and not misleading in any
material respect on and as of the date of the Placing Agreement and
at AIM Admission; and
(d) the Company having complied in all material respects with
its obligations under the Placing Agreement, to the extent the same
fall to be performed prior to AIM Admission.
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Evolution by the respective time or date where specified (or such
later time or date as the Company and Evolution 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 against
either the Company or Evolution in respect thereof.
Evolution may, in its absolute discretion and upon such terms as
it thinks fit, waive 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 certain conditions,
including the condition relating to AIM Admission taking place, may
not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither Evolution nor 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 it 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 Evolution and the Company.
Right to terminate under the Placing Agreement
Evolution may, in its absolute discretion, at any time before
AIM Admission, terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including a breach of the
warranties given to it in the Placing Agreement, the failure of the
Company to comply in any material respect with its obligations, the
occurrence of a material adverse change in the financial position
of the Company or any member of its group or the occurrence of any
international crisis, act of terrorism, outbreak of hostilities,
change in national or international, financial, monetary, economic,
political or market conditions which in the opinion of Evolution,
is or will be materially prejudicial to the successful outcome of
the Placing.
By participating in the Placing, the Placees agree that the
exercise by Evolution of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Evolution and the Company and that they need not make
any reference to Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise.
No 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 a prospectus in the United Kingdom, Canada, the
United States or in any other jurisdiction. No offering document or
prospectus has been or will be submitted to be approved by the FSA
or any security commission in Canada in relation to the Placing and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and Placees' own assessment of the Company's public
record available on SEDAR (www.sedar.com). 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, representation, warranty, or statement made by
or on behalf of the Company or Evolution or any other person and
neither Evolution nor the Company nor 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
Company, its officers or board of directors. 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, including the merits and
risks involved. The Company is not 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 attorney, tax advisor
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Prospective Placees are referred to the Company's annual
information form, which is filed and available on SEDAR at
www.sedar.com for information on risk factors applicable to the
Company and its operations.
Registration and Settlement
UK Settlement
Settlement of transactions in the Placing Shares following AIM
Admission will take place in respect of the Placing Shares to be
held on the UK depositary interest register, on a delivery versus
payment basis in Depositary Interest form within CREST.
The Company will deliver the Placing Shares in Depositary
Interest form to a CREST account operated by Evolution as agent for
the Company and Evolution will enter its delivery (DEL) instruction
into the CREST system. The input to CREST by a Placee of a matching
or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will be on 2 December 2010 in
CREST on a T+3 basis in accordance with the instructions set out in
the conditional contract note. Settlement will be through Evolution
against CREST ID 50X23.
Canadian Settlement
The Company will deliver, or have delivered, legended share
certificate(s) representing the Placing Shares subscribed for by
qualifying Canadian Placees as per the delivery instructions in
such Placee's Placing Allocation Letter.
It is expected that such share certificates will be sent at the
relevant Placee's risk on the date of Admission upon receipt of the
subscription funds therefore being an amount equal to the product
of the Placing Price and the number of Placing Shares such Placee
has agreed to acquire.
General
The Company reserves the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to any Placee
in any form it requires if, in Evolution's or the Company's
opinion, delivery or settlement is not possible or practicable
within CREST or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
conditional contract note or Placing Allocation Letter, as the case
may be, stating the number of Placing Shares to be allocated to it
at the Placing Price and settlement instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the applicable registration and settlement procedures, including,
if applicable, CREST rules and regulations and settlement
instructions that it has in place with Evolution or if the Placee
is in Canada in accordance with the delivery instructions in the
Placing Allocation Letter sent to it.
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 Evolution.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Evolution may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Evolution's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due thereof. 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 or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent Placees should ensure that the conditional
contract note or Placing Allocation Letter, as the case may be, 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,
be so registered free from any liability to any UK stamp duty or
stamp duty reserve tax or securities transfer tax.
Representations and Warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, undertakings and
agreements (as the case may be) to the Company and to
Evolution:
1 represents and warrants that it has read and understood this
Announcement, including the Appendix, in its entirety;
2 acknowledges that no offering document or prospectus has been
prepared in connection with the placing of the Placing Shares and
represents and warrants that it has not received a prospectus or
other offering document in connection therewith;
3 acknowledges that neither Evolution nor the Company nor any of
their affiliates or agents nor any person acting on behalf of any
of them has provided, and will not provide it, with any information
or material regarding the Placing Shares or the Company other than
this Announcement; nor has it requested Evolution, the Company, any
of their affiliates or agents or any person acting on behalf of any
of them to provide it with any such information or material;
4 acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Evolution nor any person acting on its behalf has or shall have any
liability for any information representation or statement contained
in this Announcement or any information previously 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 information
previously published by the Company by notification to a Regulatory
Information Service, 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 Evolution or the Company and neither Evolution 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 on its own investigation
of the business, financial or other position of the Company in
deciding to participate in the Placing;
5 acknowledges that the Common Shares are listed, admitted to
trading or quoted (as the case may be) on AIM and the TSX-V and the
Company is therefore required to publish certain business and
financial information in accordance with the rules of such
exchanges (collectively, the "Exchange Information"), which
includes a description of the nature of the Company's business and
the Company's most recent resource statements financial statements,
and similar statements for preceding financial years, and that it
is able to obtain or access the Exchange Information without undue
difficulty;
6 acknowledges that neither Evolution nor any person acting on
its behalf nor any of its affiliates or agents 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;
7 if in Canada, represents, warrants, agrees and acknowledges
that (a) it is an "accredited investor" as defined in Section 1.1
of NI 45-106; and (b) it is also purchasing the Placing Shares
pursuant to the terms and conditions set forth in the Placing
Allocation Letter delivered to such investor; and (d) that in the
event of an inconsistency or conflict between the provisions of the
Placing Allocation Letter and this Announcement, the provisions of
the Placing Allocation Letter shall govern;
8 represents and warrants that it is not a resident of the
United States the Canadian province of British Columbia or any
other jurisdiction in or into which the release, publication or
distribution of this Announcement is unlawful;
9 acknowledges that the Placing Shares are not qualified for
sale in British Columbia and may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within British Columbia;
10 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;
11 represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the United Kingdom Proceeds of Crime Act, 2002, the
United Kingdom Terrorism Act, 2003 and the United Kingdom Money
Laundering Regulations, 2007 and any equivalent legislation in the
jurisdiction in which it is located (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;
12 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 Evolution has been
given to the offer or resale;
13 represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from AIM Admission,
will not offer or sell any Placing Shares to persons in the United
Kingdom, 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 and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA;
14 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 AIM 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;
15 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;
16 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;
17 represents and warrants that if it resides in a member state
of the European Economic Area it is a Qualified Investor within the
meaning of the Prospectus Directive;
18 represents and warrants that if it resides in the United
Kingdom it is a Qualified Investor within the meaning of the
Prospectus Directive and a person (a) who has professional
experience in matters relating to investments and fall within
article 19(5) (investment professionals) of the Order, or (b) who
falls within article 49(2)(a) to (d) (high net worth companies,
unincorporated associations etc) of the Order;
19 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 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,
and it has had access to such financial and other information
concerning the Company and the Placing shares as it deems necessary
in connection with its decision to purchase the Placing Shares;
20 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; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (c) to
receive on its behalf any investment letter or Placing Allocation
Letter relating to the Placing in the form provided to you by
Evolution;
21 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 and Placing Allocation Letter on the due
time and date set out herein and it has obtained all necessary
consents and authorities to enable it to give its commitment so to
subscribe, failing which the relevant Placing Shares may be placed
with other placees or sold as Evolution may in its sole discretion
determine and without liability to such Placee;
22 acknowledges that neither Evolution, nor any of its
affiliates, nor their respective agents nor any person acting on
behalf of any of them, is making any recommendations to it or
advising it regarding the suitability of any transactions it may
enter into in connection with the Placees and that participation in
the Placing is on the basis that it is not and will not be a client
of Evolution and that Evolution has no duties or responsibilities
to it for providing the protections afforded to its clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, acknowledgements,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
23 undertakes that the person whom it specifies for registration
as holder of the Placing Shares will be: (a) itself; or (b) its
nominee, as the case may be. Neither Evolution nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax or securities transfer tax 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 Evolution in respect of the
same on the basis that the Placing Shares will be allotted to the
CREST stock account of Evolution or its affiliate or agent who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
24 acknowledges that 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
Evolution 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;
25 acknowledge that time shall be of the essence as regards to
obligations pursuant to this Appendix to the Announcement;
26 agrees that the Company and Evolution and their respective
affiliates and agents and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements, undertakings and agreements which are given to
Evolution on their own behalf and on behalf of the Company and are
irrevocable, and with respect to any of the representations,
warranties, acknowledgements, undertakings and agreements deemed to
have been made by a purchaser of the Placing Shares as a fiduciary
or agent for one or more investor accounts, it has sole investment
discretion with respect to each such account and it has full power
and authority to make the foregoing representations, warranties,
acknowledgements, undertakings and agreements on behalf of each
such account;
27 agrees to indemnify and hold the Company and Evolution and
their respective affiliates and agents 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;
28 represents and warrants that it is an institution which: (a)
has such knowledge and experience in financial and business matters
and expertise in assessing credit, market and all other relevant
risks as to be capable of evaluating, and has evaluated
independently, the merits, risks and suitability of its investment
in the Placing Shares; and (b) it and any accounts for which it is
acting are each able to bear the economic risk of such investment,
and are each able to sustain a complete loss of any investment in
the Placing Shares;
29 represents and warrants that it is entitled to subscribe for
the Placing Shares under the laws of all relevant jurisdictions
which apply to it; it is outside the United States; has not
purchased the Placing Shares as a result of any directed selling
efforts within the meaning of Rule 902(c) of Regulation S; and its
purchase of the Placing Shares will be in compliance with the
requirements of Regulation S, including, without limitation, that
the offer and sale of the Placing Shares to it will be made in an
"offshore transaction" as such term is defined in Regulation S;
30 understands and acknowledges that the Placing Shares are
being offered in a transaction not involving any public offering in
the United States within the meaning of the Securities Act and that
the Placing Shares have not been and will not be registered under
the Securities Act or the securities laws of any State in the
United States. It agrees that the Placing Shares may not be
reoffered, sold, pledged or otherwise transferred, and that it will
not directly or indirectly reoffer, sell, pledge or otherwise
transfer the Placing Shares, except in an offshore transaction in
accordance with Rule 903 or 904 of Regulation S or another
exemption from, or transaction not subject to, the Securities Act
and that such offer, sale, pledge or transfer must, and will, be
made in accordance with any applicable securities laws of any State
or other jurisdiction of the United States; and
31 understands that no representation has been, is being or will
be made by the Company as to the availability of an exemption from
the registration for the reoffer, resale, pledge or transfer of the
Placing Shares in accordance the Securities Act.
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 acquire any Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Evolution owes no fiduciary or other duties to
any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Evolution or any of its affiliates or
agents 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 Evolution, any money held in an account with
Evolution, 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 FSA 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 Evolution's
money, as the case may be, in accordance with the client money
rules and will be used by Evolution in the course of its own
businesses and the Placee will rank only as a general creditor of
Evolution.
If the Company or Evolution or its affiliates or agents request
any information about a Placee's agreement to acquire Placing
Shares or the Placee, including, without limitation, any
information, confirmation, report or filing, required by the TSX-V
in respect of the Placing Shares or any Placee and any evidence
supporting the representations and warranties given above, such
Placee shall (and it undertakes to) promptly disclose or provide it
to them promptly and in any event prior to 4.30 pm (London time) on
30 November 2010 (or such later date as they may agree) and failing
which Evolution reserves the right to cancel any relevant
allocation of Placing Shares.
All times and dates in this Announcement may be subject to
amendment.
DEFINITIONS
In addition to those terms otherwise defined in this document,
the following expressions have the following meaning unless the
context otherwise requires:
AIM Admission the admission by the London Stock
Exchange of the Placing Shares to
trading on AIM becoming effective
in accordance with the AIM Rules
-------------------------------- ------------------------------------------
AIM the AIM Market operated by the London
Stock Exchange
-------------------------------- ------------------------------------------
AIM Rules the current rules published by the
London Stock Exchange applicable
to companies with a class of securities
admitted to trading on AIM
-------------------------------- ------------------------------------------
Announcement this announcement (including the
appendix to this announcement)
-------------------------------- ------------------------------------------
certificated or in certificated where a share or other security
form is not in uncertificated form
-------------------------------- ------------------------------------------
Common Shares common shares in the share capital
of the Company
-------------------------------- ------------------------------------------
CREST the relevant system, as defined
in the CREST Regulations (in respect
of which Euroclear UK & Ireland
Limited is the operator as defined
in the CREST Regulations)
-------------------------------- ------------------------------------------
Depositary Interests independent securities constituted
or DIs under English law and issued or
to be issued by the Depositary in
respect, and representing on a 1
for 1 basis, underlying Common Shares
which may be held or transferred
through the CREST system
-------------------------------- ------------------------------------------
European Economic Area the European Union, Iceland, Norway
and Liechtenstein
-------------------------------- ------------------------------------------
Evolution Evolution Securities Limited
-------------------------------- ------------------------------------------
FSA the UK Financial Services Authority
-------------------------------- ------------------------------------------
FSMA the Financial Services and Markets
Act 2000
-------------------------------- ------------------------------------------
LIBOR London Interbank Offered Rate
-------------------------------- ------------------------------------------
London Stock Exchange London Stock Exchange plc
or LSE
-------------------------------- ------------------------------------------
NI 31-103 National Instrument 31-103 - Registration
Requirements and Exemptions
-------------------------------- ------------------------------------------
NI 45-106 National Instrument 45-106 - Prospectus
and Registration Exemptions
-------------------------------- ------------------------------------------
Placee any person (including individuals,
funds or otherwise) by whom or on
whose behalf a commitment to acquire
Placing Shares has been given
-------------------------------- ------------------------------------------
Placing the placing of the Placing Shares
with Placees to be effected by Evolution
on the terms and subject to the
conditions set out in this Placing
Announcement and the Placing Agreement
-------------------------------- ------------------------------------------
Placing Agreement the placing agreement dated 26 November
2010 among the Company and Evolution
in respect of the Placing
-------------------------------- ------------------------------------------
Placing Price 150 pence per Placing Share
-------------------------------- ------------------------------------------
Placing Shares 13,515,797 Common Shares to be issued
pursuant to the Placing
-------------------------------- ------------------------------------------
Pounds Sterling, GBP the lawful currency of the United
or GBP Kingdom
-------------------------------- ------------------------------------------
Prospectus Directive the Directive of the European Parliament
and of the Council of the European
Union 2003/71/EC
-------------------------------- ------------------------------------------
Regulatory Information one of the regulatory information
Service services approved by the London
Stock Exchange for the distribution
to the public of AIM announcements
-------------------------------- ------------------------------------------
Regulation S Regulation S under the Securities
Act
-------------------------------- ------------------------------------------
Securities Act the US Securities Act of 1933, as
amended
-------------------------------- ------------------------------------------
United Kingdom or UK the United Kingdom of Great Britain
and Northern Ireland
-------------------------------- ------------------------------------------
United States or US the United States of America, its
territories and possessions, any
state of the United States and the
District of Columbia
-------------------------------- ------------------------------------------
US Dollar or US$ The lawful currency of the United
States
-------------------------------- ------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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