TIDMAYM
RNS Number : 6762L
Anglesey Mining PLC
16 May 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, SOUTH AFRICA, NEW ZEALAND OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER
FOR SALE OR SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE
COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF ANGLESEY MINING PLC IN ANY JURISDICTION WHERE TO DO
SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
16 May 2022
Anglesey Mining Plc
("Anglesey Mining", the "Company" or the "Group") (AIM:AYM)
Proposed Placing and Subscription to raise approximately
GBP865,000
Restructuring of Existing Juno Facility
Anglesey Mining Plc (AIM:AYM) is pleased to announce its
intention to raise gross proceeds of approximately GBP865,000 by
means of a proposed placing (the "Placing") of new ordinary shares
of GBP0.01 ("Ordinary Shares") each in the capital of the Company
(the "Placing Shares") to certain institutional and other
investors, as well as a proposed subscription by certain directors
of the Company ("Subscription") for further new Ordinary Shares
("Subscription Shares"), each at a price of 3.4 pence per share
(the "Issue Price").
The Issue Price represents a discount of approximately 3.1 per
cent. to the Closing Price of 3.51 pence per Ordinary Share on 13
May 2022, being the latest practicable business day prior to the
publication of this Announcement.
The Placing is to be conducted by way of an accelerated
bookbuild (the "Bookbuild") process which will commence immediately
following this Announcement and will be subject to the terms and
conditions set out in the Appendix to this Announcement.
The Placing and Subscription (together, the "Fundraising") is
conditional only on admission of the Fundraising Shares to trading
on AIM.
A further announcement confirming the closing of the Bookbuild
and the number of Placing Shares to be issued pursuant to the
Placing and Subscription Shares pursuant to the Subscription is
expected to be made in due course.
WH Ireland Limited ("WH Ireland") and Canaccord Genuity Limited
("Canaccord Genuity") are acting as joint bookrunners in relation
to the Placing.
Capitalised terms used but not otherwise defined in this
Announcement shall have the meanings ascribed to such terms at the
end of the Appendix to this Announcement, unless the context
requires otherwise.
Fundraising Highlights
-- Placing and Subscription to raise approximately GBP 865,000
(before expenses) from certain existing shareholders and other
institutional investors.
-- Placing to be conducted via an accelerated bookbuild process launching today.
-- Issue Price of 3.4 pence per share represents a discount of
3.1 per cent. to the closing mid-market price of the Company's
existing ordinary shares on 13 May 2022, being the latest
practicable business day prior to the publication of this
Announcement.
-- The net proceeds of the Placing and Subscription will be
applied to advancing the Parys Mountain Cu-Zn-Pb-Ag-Au project
through additional technical studies, restructuring the Company's
working capital facility with Juno and for general working capital
purposes.
Reasons for the Placing and Subscription, Use of Proceeds and
Transaction Summary
The Company is undertaking the Fundraising to progress its
corporate and operational strategy and the net proceeds will
therefore be applied towards:
-- Advancing Parys Mountain Cu-Zn-Pb-Ag-Au mine to an investment decision
-- Partial cash repayment of debt to Juno, Anglesey's largest shareholder
-- General working capital purposes
Juno debt restructure
-- Partial repayment and restructure of previous working capital facility
-- The original working capital facility with Anglesey's largest
shareholder, Juno, which is currently drawn to GBP4.0 million, has
been restructured under the following terms:
o Conversion of debt for equity by way of direct subscription of
Capitalisation Shares alongside the Placing and Subscription capped
at pro-rata ownership level
o Cash repayments will be made equivalent to up to 10 per cent.
of funds received from Placing
o Reduction of interest on the outstanding principal from 10 per
cent. to 5 per cent.
-- As a result of the announced Placing and Subscription, debt
restructure, direct subscription and initial repayment, the debt
due to Juno will be reduced from GBP4.0 million to GBP3.7
million
-- Subsequent to completion of the Placing and Subscription and
the Juno restructure, Juno's shareholding in Anglesey is expected
to be c.22.95 per cent.
The Placing and Subscription
The Company intends to raise gross proceeds of up to GBP865,000
(before expenses), from participants in the Placing and
Subscription.
WH Ireland and Canaccord Genuity are acting as Joint Bookrunners
("Joint Bookrunners") in connection with the Placing. The Placing
Shares are being offered by way of an accelerated bookbuild (the
"Bookbuild"), which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out
in the Appendix to this Announcement.
Admission of the New Ordinary Shares is conditional, inter alia,
upon the placing agreement dated 16 May 2022 between the Company
and the Joint Bookrunners (the "Placing Agreement") not having been
terminated and becoming unconditional in respect of such
shares.
The Placing is also conditional upon, amongst other things:
-- admission of the Placing Shares becoming effective by no
later than 8.00 a.m. on 20 May 2022 (or such later time and / or
date as the Company and the Joint Bookrunners shall agree, not
being later than 24 June 2022);
-- the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
-- the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to admission of the Placing Shares;
-- the Juno Debt Restructuring agreements having been entered
into and becoming unconditional in accordance with their respective
terms and
-- the Placing Agreement not having been terminated by the Joint
Bookrunners in accordance with its terms.
The timing of the closure of the Bookbuild and the allocation of
the Placing Shares to be issued at the Issue Price are to be
determined at the discretion of the Company and the Joint
Bookrunners.
Admission to trading
Application has been made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM. It is
expected that admission will become effective and dealings in the
New Ordinary Shares will commence at 8.00 a.m. on or around 20 May
2022.
The New Ordinary Shares will be issued fully paid and will rank
pari passu in all respects with the Company's existing Ordinary
Shares.
A further announcement will be made following the closure of the
Bookbuild, confirming final details of the Placing, the
Subscription and the Capitalisation Shares.
Neither the Placing nor the Subscription is being underwritten
and the Placing and Subscription are not conditional on a minimum
amount being raised.
The person responsible for arranging for the release of this
announcement on behalf of Anglesey is Danesh Varma.
For further information on the Company, please visit www.angleseymining.co.uk or contact:
Enquiries:
Anglesey Mining Plc www.angleseymining.co.uk
John Kearney, Chairman Tel: +1 647 728 4106
Jo Battershill, Chief Executive Tel: +44 (0) 7540 366000
Davy (Nominated Adviser & Joint Broker)
John Frain Tel: +353 1 679 6363
Lauren O'Sullivan
WH Ireland Limited (Joint Bookrunner)
Harry Ansell / Daniel Bristowe Tel: +44 (0) 207 220 1666
Katy Mitchell / Ben Good
Canaccord Genuity Limited (Joint Broker and Joint
Bookrunner)
James Asensio Tel: +44 (0) 20 7523 8000
Harry Rees
Scout Advisory Limited (Investor Relations)
Sean Wade Tel: +44 (0) 7464 609025
Note:
All time references in this document are to London, UK time.
These dates are given on the basis of the Board's current
expectations, are indicative only and are subject to change. If any
of the above times and/or dates change, the revised times and/or
dates will be notified to Shareholders by announcement through a
Regulatory Information Service.
Shareholders may not use any electronic address provided in this
document or any related documents to communicate with the Company
for any purpose other than those expressly stated.
FURTHER DETAILS OF THE PROPOSED PLACING
Further details of the Placing and Subscription
Pursuant to the Placing Agreement, the Joint Bookrunners, as
agents for the Company, have conditionally agreed to use their
respective reasonable endeavours to procure subscribers at the
Issue Price for the Placing Shares.
The Joint Bookrunners intend to conditionally place the Placing
Shares with certain institutional and other investors at the Issue
Price.
In addition to the Placing, John F Kearney and Jo Battershill,
Chairman and Chief Executive Officer of the Company, respectively,
have also indicated their intention to participate in the
Fundraising at the Issue Price.
The Company intends to raise gross proceeds of approximately
GBP865,000 pursuant to the Placing and Subscription. The Placing
Shares and Subscription Shares are expected to be admitted to
trading on AIM on or around 20 May 2022 (or such later date and /
or time as the Joint Bookrunners and the Company may agree, being
no later than 8.00 a.m. on 24 June 2022).
Admission of the Placing Shares and Subscription Shares is
conditional, inter alia, upon the Placing Agreement not having been
terminated and becoming unconditional in respect of such
shares.
The Joint Bookrunners (acting in good faith) have the right to
terminate the Placing Agreement in certain circumstances prior to
Admission, including (but not limited to): in the event that there
is a breach of any of the warranties set out in the Placing
Agreement or there is a Material Adverse Change in the opinion of
the Joint Bookrunners (acting in good faith). The Joint Bookrunners
may also terminate the Placing Agreement if there has been a change
in certain international financial markets, a suspension of trading
on certain stock exchanges or a material disruption in commercial
banking or securities settlement or clearance which, in the opinion
of the Joint Bookrunners (acting in good faith), would materially
prejudice the Placing or Admission or makes it impractical or
inadvisable to proceed with the Placing. If this termination right
is exercised or if the conditionality in the Placing Agreement is
not satisfied, the Placing will not proceed.
Neither the Placing nor Subscription is being underwritten. The
Placing and Subscription are not conditional on a minimum amount
being raised.
New Ordinary Shares
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares in issue, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
Application has been made to London Stock Exchange for admission
of the New Ordinary Shares to trading on AIM.
It is expected that Admission will take place on or around 8.00
a.m. on 20 May 2022 and that dealings in the New Ordinary Shares on
AIM will commence at the same time.
IMPORTANT INFORMATION
The distribution of this announcement, including its Appendix
(together, the "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 either of the Joint Bookrunners
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 Joint Bookrunners to inform themselves about, and to observe
such restrictions. In particular, the Announcement is not for
publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Japan, South Africa, New Zealand or any
other jurisdiction in which publication, release 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, acquire or subscribe for shares in
the capital of the Company in the United States, Australia, Canada,
Japan, South Africa, New Zealand or any other state or
jurisdiction. This Announcement has not been approved by the London
Stock Exchange. 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 U.S. 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, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares have not been
approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, any state securities commission in the United
States or any other U.S. regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
offering of the Placing Shares. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan, South Africa or to, or for
the account or benefit of, any national, resident or citizen of the
United States, Australia, Canada, Japan or the Republic of South
Africa.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Regulation (Regulation (EU) 2017/1129) ("Prospectus
Regulation") or the Prospectus Regulation as it forms part of
domestic UK law pursuant to the EUWA ("UK Prospectus Regulation")
and other enacting measures (as the case may be) from the
requirement to produce a prospectus. This Announcement is being
distributed to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation or UK
Prospectus Regulation) to be published. This Announcement and the
terms and conditions set out herein are for information purposes
only and are directed only at persons who are: (a) persons in
Member States who are Qualified Investors (as defined in Article
2(E) of the Prospectus Regulation); and (b) in the United Kingdom,
Qualified Investors who are persons who (i) have professional
experience in matters relating to investments falling within the
definition of "investment professionals" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); (ii) are persons falling within
article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it
may otherwise be lawfully communicated; (all such persons together
being referred to as "Relevant Persons").
This Announcement and the terms and conditions set out herein
must not be acted on or relied on by persons who are not Relevant
Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement 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 Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
Announcement and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth, strategies and the
industries in which the Group operates. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements,
including, without limitation: ability to find appropriate
investments in which to invest and to realise investments held by
the Group; conditions in the public markets; the market position of
the Group; the earnings, financial position, cash flows, return on
capital and operating margins of the Group; the anticipated
investments and capital expenditures of the Group; changing
business or other market conditions; changes in political or tax
regimes, exchange rates and clients; and general economic
conditions. These and other factors could adversely affect the
outcome and financial effects of the plans and events described
herein. Forward-looking statements contained in this Announcement
based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Subject to any requirement under the AIM Rules or other
applicable legislation or regulation, neither the Company nor any
of the Joint Bookrunners undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Investors should not place
undue reliance on forward-looking statements, which speak only as
of
the date of this Announcement.
No statement in this Announcement or incorporated by reference
into this Announcement is intended to constitute a profit forecast
or profit estimate for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for the Company.
This Announcement contains information regarding the Company's
business and the markets in which it operates and competes, which
the Company has obtained from various third party sources. Where
information has been sourced from a third party it has been
accurately reproduced and, so far as the Company is aware and is
able to ascertain from the information published by that third
party, no facts have been omitted which would render the reproduced
information inaccurate or misleading. Such information has not been
audited or independently verified.
Certain data in this Announcement, including financial,
statistical and operating information, has been rounded.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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 either
of the Joint Bookrunners 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.
J&E Davy ("Davy"), which is authorised and regulated in
Ireland by the Central Bank of Ireland, is acting as nominated
adviser to the Company and no one else in connection with the
matters described in this Announcement and will not be responsible
to any person for providing the protections afforded to customers
of Davy or for advising any other person in connection with any
matter referred to herein. The responsibilities of Davy as the
Company's nominated adviser under the AIM Rules for Companies and
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any director
or shareholder of the Company or any other person, in respect of
its decision to acquire shares in the capital of the Company in
reliance on any part of this Announcement, or otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is a
member of the London Stock Exchange, is authorised and regulated in
the United Kingdom by the Financial Conduct Authority and is acting
as joint broker and joint bookrunner in connection with the
Placing. WH Ireland Limited ("WH Ireland") which is a member of the
London Stock Exchange, is authorised and regulated in the United
Kingdom by the Financial Conduct Authority and is acting as joint
broker and bookrunner in connection with the Placing. Each of
Canaccord Genuity and WH Ireland are acting exclusively for the
Company in connection with the matters referred to in this
Announcement and for no-one else and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for providing any advice
in relation to the contents of this Announcement or any
transaction, arrangement or matter referred to herein.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective subscribers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
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 is released by the Company and contains inside
information for the purposes of MAR, encompassing information
relating to the Proposals and is disclosed in accordance with the
Company's obligations under MAR. The release of this Announcement
has been authorised on behalf of the Company by Danesh Varma.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (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 OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW OR REGULATION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION (EU) 2017/1129) (THE "PROSPECTUS REGULATION"); AND
(B) IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE
DEFINITION OF "QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION,
AS IT FORMS PART OF UK DOMESTIC LAW ("U.K. PROSPECTUS REGULATION")
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED)
("EUWA") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (I) AND
(II) BEING "QUALIFIED INVESTORS"); (II) ARE EITHER "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"), OR FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX 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 APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPICES)
COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES
FOR SALE 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 AMED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN
COMPLIANCE WITH ANY APPLICABLE 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 "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION
S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM
ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED 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. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
No action has been taken by the Company, Canaccord Genuity
Limited ("Canaccord Genuity"), WH Ireland ("WH Ireland") or any of
its respective affiliates, agents, directors, officers or employees
that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required.
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 or the South African Reserve
Bank; 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, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID"), including its
enactment under UK domestic law by virtue of the EUWA ("UK MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID and UK MiFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II and UK MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this Appendix or this Announcement of which it forms part
should seek appropriate advice before taking any action.
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 Canaccord Genuity or WH Ireland or any of
their respective affiliates, agents, directors, officers,
consultants, partners or employees 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 therefor is
expressly disclaimed.
These terms and conditions apply to persons acquiring Placing
Shares pursuant to the Placing. Each Placee hereby agrees with the
Joint Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the Joint Bookrunners confirms to
such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Issue Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners and the Company entered into a Placing
Agreement earlier today, under which the Joint Bookrunners 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 Issue Price. It is anticipated that the
Placing and Subscription will together raise approximately
GBP865,000 in gross proceeds. Neither the Placing nor the
Subscription is being underwritten by the Joint Bookrunners or any
other person.
The Placing Shares are expected to be issued on or around 20 May
2022 (or such later date as the Company and the Joint Bookrunners
may agree, being not later than 8.00 a.m. on 24 June 2022). The
issue of The Placing Shares will, when issued, be subject to the
articles of association of the Company, will be credited as fully
paid and will rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of Ordinary Shares after the date of issue of the Placing
Shares.
The Placing Shares will trade under AYM with ISIN
GB0000320472.
Application for admission to trading of the New Ordinary
Shares
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission of the
Placing Shares is expected to become effective and dealings in such
shares are expected to commence at 8.00 a.m. on or around 20 May
2022 alongside the other New Ordinary Shares to be issued pursuant
to the Proposals (the "Admission"). In any event, the latest date
for Admission is 24 June 2022 (the "Long Stop Date").
Placing
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.
Participation in, and principal terms of, the Placing are as
follows:
1. The Joint Bookrunners are arranging the Placing as agent for,
and joint brokers of, the Company. The Joint Bookrunners are
regulated by the FCA, are acting exclusively for the Company and no
one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
the Joint Bookrunners or for providing advice in relation to the
matters described in this Announcement.
2. The number of Placing Shares to be issued at the Issue Price
under the Placing will be agreed between the Joint Bookrunners and
the Company.
3. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Joint Bookrunners. The Joint Bookrunners are entitled to
participate in the Placing as principal.
4. The Placing will be effected by way of an accelerated
bookbuild to institutional investors which will be launched
immediately following this Announcement ("Bookbuild"). The final
number of Placing Shares to be placed at the Issue Price will be
agreed by Canaccord Genuity, WH Ireland and the Company. The Issue
Price is payable to Canaccord Genuity or WH Ireland, as applicable,
by all Placees (each as agent of the Company). Each Placee's
allocation has been or will be confirmed to Placees orally, or in
writing (which can include email), by the Joint Bookrunners and a
trade confirmation or contract note has been or will be dispatched
as soon as possible thereafter. The Joint Bookrunners oral or
written confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of the Joint Bookrunners and the Company, under
which it agrees to acquire by subscription the number of Placing
Shares allocated to it at the Issue Price and otherwise on the
terms and subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
the Joint Bookrunners' consent, such commitment will not be capable
of variation or revocation.
5. As noted above, each Placee's allocation will, unless
otherwise agreed between the Placee and the Joint Bookrunners, be
evidenced by a trade confirmation or contract note issued to each
such Placee by the Joint Bookrunners. The terms and conditions of
this Announcement (including this Appendix) will be deemed to be
incorporated in that trade confirmation, contract note or such
other confirmation and will be legally binding on the Placee on
behalf of which it is made and except with the Joint Bookrunners
consent will not be capable of variation or revocation from the
time at which it is issued.
6. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Joint Bookrunners (as agent for the
Company), to pay to the Joint Bookrunners (or as the Joint
Bookrunners may direct) in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares such
Placee has agreed to acquire and the Company has agreed to allot
and issue to that Placee.
7. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners 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.
8. 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".
9. All obligations of the Joint Bookrunners under the Placing
will be subject to fulfilment of the conditions referred to below
"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".
10. By participating in the Placing, 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.
11. To the fullest extent permissible by law and the applicable
rules of the FCA, neither the Joint Bookrunners nor any of their
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 Joint Bookrunners and their Affiliates shall have no
liability to the Placees for the failure of the Company to fulfil
those obligations. In particular, neither the Joint Bookrunners nor
any of their Affiliates shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of the
Joint Bookrunners conduct of the Placing.
Conditions of the Placing
The Joint Bookrunners obligations under the Placing Agreement in
respect of, amongst other things, the Placing are conditional on,
inter alia:
1. the release of this Announcement to a Regulatory Information
Service by no later than 5.30 p.m. on 16 May 2022 or such later
time and/or date agreed between the Company and the Joint
Bookrunners;
2. the release of an announcement in relation to the results of
the Placing to a Regulatory Information Service by no later than
3.00 p.m. on 17 May 2022;
3. the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
4. the Company having performed its obligations under the
Placing Agreement to the extent that fall to be performed prior to
Admission;
5. the entry into the Juno Investment Agreement by its parties,
it not having been terminated or varied or amended in any material
respect and it having become unconditional in accordance with its
terms;
6. none of the warranties given in the Placing Agreement being
untrue or inaccurate or misleading in any respect at the date of
the Placing Agreement and at the time of Admission as though they
had been given and made on such dates by reference to the facts and
circumstances then subsisting and no matter having arisen which
might reasonably be expected to five rise to an indemnity claim
under the Placing agreement, in each case in the opinion of the
Joint Bookrunners; and
7. the Placing Agreement not having been terminated by the Joint
Bookrunners on or prior to Admission;
8. Admission becoming effective on or before 20 May 2022 or such
later time as may be agreed between the Company and the Joint
Bookrunners, not being later than 8.00 am on the Long Stop
Date.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Joint Bookrunners by the
respective time or date where specified (or such later time or date
as the Joint Bookrunners may notify to the Company (being not later
than the Long Stop Date)) or (ii) any of such conditions becomes
incapable of being fulfilled, the Placing will not proceed and the
Placees' 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 may, at their discretion and upon such
terms as it thinks 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 condition relating to Admission taking place by the
Long Stop Date may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this Announcement or
its Appendix.
Neither the Joint Bookrunners, the Company nor any of their
respective Affiliates 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
Joint Bookrunners.
Right to terminate the Placing Agreement
The Joint Bookrunners are entitled to terminate the Placing
Agreement at any time prior to Admission by giving notice to the
Company in certain circumstances, including, inter alia:
1. the Company, in the opinion of either Bank, has failed to
comply with any of its material obligations under the Placing
Agreement or it has materially breached the Placing Agreement;
2. any of the warranties contained in the Placing Agreement was,
when given, untrue, inaccurate or misleading in any respect or if
any of them has ceased to be true, accurate and not misleading;
3. any statement contained in the Placing Documents (as defined
in the Placing Agreement) has become or been discovered to be
untrue, inaccurate in any material respect or misleading or that
there has been a material omission therefrom;
4. there has occurred, in either Joint Bookrunner's opinion,
acting in good faith, a Material Adverse Change; or
5. if there is: (a) any change, or development involving a
prospective change, in national or international, military,
diplomatic, monetary, economic, political, financial, industrial or
market conditions or exchange rates or exchange controls, or any
incident of terrorism or outbreak or escalation of hostilities or
any declaration by the UK of a national emergency or war or any
other calamity or crisis; or (b) a suspension of trading in
securities generally on the London Stock Exchange or New York Stock
Exchange; or (c) an event or omission has occurred which, in each
case, either Bank, acting in good faith, is of the opinion this it
would or would be reasonably likely to materially prejudice the
Placing or Admission in general, or would or would be reasonably
likely to make it impracticable or inadvisable to proceed with the
Placing and Admission in general.
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Bookrunners and that
the Joint Bookrunners need not make any reference to Placees in
this regard and that neither the Joint Bookrunners nor any of their
respective Affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of a prospectus
in the United Kingdom or any equivalent document in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
or the London Stock Exchange in relation to the Placing or the
Placing Shares, and Placees' commitments will be made solely on the
basis of the information contained in this Announcement (including
this Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information") or which it has otherwise announced by
means of a Regulatory Information Service ("Publicly Available
Information"). 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/Publicly Available Information),
representation, warranty, or statement made by or on behalf of the
Company or the Joint Bookrunners or any other person and neither
the Joint Bookrunners, 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
Joint Bookrunners, 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 Joint
Bookrunners 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
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
Canaccord Genuity or WH Ireland, as appliable, as soon as
reasonably possible after the closing of the Bookbuild which will
confirm the number of Placing Shares allocated to them, the Issue
Price, the aggregate amount owed by them to Canaccord Genuity or WH
Ireland (each as agent of the Company) and the relevant settlement
instructions.
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by the Joint Bookrunners in accordance with
the standing CREST settlement instructions which they have in place
with the Joint Bookrunners.
Settlement of transactions in the Placing Shares (ISIN:
GB0000320472) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Joint Bookrunners
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it 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.
It is expected that settlement of the Placing Shares will be on
20 May 2022 unless otherwise notified by the Joint Bookrunners and
Admission is expected to occur by 20 May 2022 or such later time as
may be agreed between the Company and the Joint Bookrunners, not
being later than the Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners 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 Joint Bookrunners 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 and shall indemnify
the Joint Bookrunners on demand 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. By communicating a bid
for Placing Shares, each Placee confers on the Joint Bookrunners
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Joint
Bookrunners lawfully takes in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
confirmation 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 UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Joint Bookrunners nor the
Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. 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 Joint Bookrunners (for
itself and on behalf of the Company):
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for
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. that the shares in the capital of the Company 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 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 that it is able to obtain or
access such Exchange Information without undue difficulty and is
able to obtain access to such information or comparable information
concerning any other publicly traded company without undue
difficulty;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by the Joint Bookrunners of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and the Joint Bookrunners need
not have any reference to it and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no
rights against the Joint Bookrunners or the Company, or any of
their respective officers, directors or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
5. that these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement, the Exchange Information and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares. Each Placee agrees that neither the Company, the Joint
Bookrunners nor any of their respective officers, directors or
employees will have any liability for any such other information,
representation or warranty, express or implied;
6. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the Prospectus
Regulation: (i) 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 the United
Kingdom or any Member State of the European Economic Area which has
implemented the Prospectus Regulation other than Qualified
Investors or in circumstances in which the prior consent of the
Joint Bookrunners have been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons
in the United Kingdom or any member state of the EEA other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons;
7. that neither it nor, as the case may be, its clients expect
the Joint Bookrunners to have any duties or responsibilities to
such persons similar or comparable to the duties of "best
execution" and "suitability" imposed by the FCA's Conduct of
Business Source Book, and that the Joint Bookrunners are not acting
for it or its clients, and that the Joint Bookrunners will not be
responsible for providing the protections afforded to customers of
the Joint Bookrunners or for providing advice in respect of the
transactions described herein;
8. that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and neither the Joint Bookrunners or the Company nor any of
their respective Affiliates, agents, directors, officers or
employees 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 or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested the Joint Bookrunners, the
Company or any of their respective Affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information;
9. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;
10. that neither the Joint Bookrunners or the Company nor any of
their respective Affiliates, agents, directors, officers or
employees has made any representation or warranty to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of this
Announcement or the Publicly Available Information;
11. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
12. that, unless specifically agreed with the Joint Bookrunners,
it is not and was not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares was given
and it is not acquiring Placing Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares except pursuant to an exemption from the registration
requirements of the Securities Act and otherwise in accordance with
any applicable securities laws of any state or jurisdiction of the
United States;
13. that it is not a national or resident of Canada, Australia,
the Republic of Ireland, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, the Republic of Ireland, the Republic of
South Africa or Japan and that it will not offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing
Shares in Canada, Australia, the Republic of Ireland, the Republic
of South Africa or Japan or to or for the benefit of any person
resident in Canada, Australia, the Republic of Ireland, the
Republic of South Africa or Japan and each Placee acknowledges that
the relevant exemptions are not being obtained from the Securities
Commission of any province of Canada, that no document has been or
will be lodged with, filed with or registered by the Australian
Securities and Investments Commission or Japanese Ministry of
Finance and that the Placing Shares are not being offered for sale
and may not be, directly or indirectly, offered, sold, transferred
or delivered in or into Canada, Australia, the Republic of Ireland,
the Republic South Africa or Japan;
14. that, if it is in Australia, it represents and warrants that
it is a person who is a "wholesale client" within the meaning of
sections 761G and 761GA of the Corporations Act 2001 (Cth) (the
"Corporations Act") who is also a professional investor or
sophisticated investor (as those terms are used in section 708 of
the Corporations Act) or other person specified in section 708 of
the Corporations Act who does not need to be given a prospectus or
other disclosure document under Chapter 6D or Chapter 7 of the
Corporations Act to lawfully receive an offer to subscribe for or
acquire shares in the Company;
15. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
16. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
17. 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 Joint Bookrunners may in its discretion
determine and without liability to such Placee;
18. that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and
complied with all necessary formalities and that it has not taken
any action which will or may result in the Company or the Joint
Bookrunners or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
19. that it understands that the Placing Shares have not been,
and will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
20. that it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
21. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Proposals in or
into or from the United States (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
22. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
23. that where it is acquiring Placing Shares for one or more
managed accounts, 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
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Joint Bookrunners;
24. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
25. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the U.K. Prospectus
Regulation and if it is within a Relevant Member State, it is a
Qualified Investor as defined in Article 2(e) of the Prospectus
Regulation;
26. 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 FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
27. that, unless otherwise agreed by the Joint Bookrunners, it
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
28. that any money held in an account with the Joint Bookrunners
(or its nominees) on its behalf and/or any person acting on its
behalf will not be treated as client money within the meaning of
the rules and regulations of the FCA. Each Placee further
acknowledges that the money will not be subject to the protections
conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from the Joint Bookrunners (or its
nominee) money in accordance with such client money rules and will
be used by the Joint Bookrunners in the course of its own business
and each Placee will rank only as a general creditor of the Joint
Bookrunners;
29. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
30. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
31. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
32. that it appoints irrevocably any director of the Joint
Bookrunners as its agent for the purpose of executing and
delivering to the Company and/or its registrars any document on its
behalf necessary to enable it to be registered as the holder of the
Placing Shares;
33. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
34. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Joint Bookrunners nor the Company has considered its particular
objectives, financial situation and needs;
35. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares 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;
36. neither Canaccord Genuity nor WH Ireland or any of their
respective affiliates, agents, directors, officers or employees 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 it will not be a client of either Bank and each Bank does not
have any duties or responsibilities to it for providing the
protections afforded to its clients 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 its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
37. that it will indemnify and hold the Company and the Joint
Bookrunners 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 Company
and the Joint Bookrunners will rely on the truth and accuracy of
the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Bookrunners
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Joint Bookrunners for
itself and on behalf of the Company and will survive completion of
the Placing and Admission;
38. that time shall be of the essence as regards obligations pursuant to this Appendix;
39. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Joint Bookrunners to provide any legal, financial,
tax or other advice to it;
40. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Joint
Bookrunners shall notify it of such amendments;
41. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended),the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and (iii) it is
not a person: (a) 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; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
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 Joint Bookrunners such evidence, if any, as to the identity
or location or legal status of any person which the Joint
Bookrunners 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 Joint Bookrunners on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be
subscribed for by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Joint Bookrunners
may decide in its absolute discretion;
42. that it will not make any offer to the public of those
Placing Shares to be subscribed for by it for the purposes of the
Prospectus Regulation Rules made by the FCA pursuant to Prospectus
Regulation Rules Instrument 2019 (FCA 2019/80);
43. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
44. that it 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 Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
45. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Joint Bookrunners;
46. that the Joint Bookrunners owes no fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
47. that the Joint Bookrunners or any of its respective
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
48. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares; and
49. if it has received any inside information (for the purposes
of the MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law and, where applicable, the equivalent legislation in
force within the EEA) about the Company in advance of the Placing,
it has not: (i) dealt (or attempted to deal) in the securities of
the Company or cancelled or amended a dealing in the securities of
the Company; (ii) encouraged, recommended or induced another person
to deal in the securities of the Company or to cancel or amend an
order concerning the Company's securities; or (iii) unlawfully
disclosed such information to any person, prior to the information
being made publicly available;
The Company, the Joint Bookrunners and their respective
Affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Joint Bookrunners for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
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 or the
Joint Bookrunners 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 Joint Bookrunners in the event that
any of the Company and/or the Joint Bookrunners have 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
Joint Bookrunners 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.
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
Joint Bookrunners 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.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Act the Companies Act 2006, as may be amended from time to time
Admission means the admission of the New Ordinary Shares to trading on AIM becoming
effective in accordance
with the AIM Rules
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies, as published by the London Stock Exchange, as
amended from time
to time
Announcement means this announcement (including the Appendices which forms part of this
announcement)
Banks Canaccord Genuity and WH Ireland
Board the board of directors of the Company
Bookbuild the process under which Canaccord Genuity and WH Ireland, each on behalf
of the Company, will
determine demand for participation in the Placing by Placees on the terms
described in this
Announcement and the Placing Agreement
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open
for general business
in London, England
Canaccord Genuity Canaccord Genuity Limited, the Company's joint bookrunner a nd joint
broker in relation to
the Placing
Capitalisation Shares the 6,681,000 new Ordinary Shares expected to be issued pursuant to the
Juno Debt Restructuring
certificated or in certificated form the description of a share or security which is not in uncertificated form
(that is, not in
CREST)
Closing Price the closing middle market price of an Existing Ordinary Share as derived
from the AIM Appendix
to the Daily Official List of the London Stock Exchange
Company or Anglesey Mining PLC Anglesey Mining PLC of Parys Mountain, Amlwch, Anglesey, LL68 9RE
CREST the relevant systems for the paperless settlement of trades in securities
and the holding
of uncertificated securities operated by Euroclear in accordance with the
CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755),
including (i) any enactment
or subordinate legislation which amends or supersedes those regulations
and (ii) any applicable
rules made under those regulations for the time being in force
Davy J&E Davy, trading as Davy including its affiliate Davy Corporate Finance,
nominated adviser
to the Company
Directors the directors of the Company
Enlarged Issued Share Capital the Ordinary Shares in issue immediately following the issue and allotment
of the New Ordinary
Shares
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
EUWA European Union (Withdrawal) Act 2018, as amended
Existing Ordinary Shares the 248,070,732 Ordinary Shares in issue as at the date of this
Announcement
FCA the Financial Conduct Authority
Fundraising together the Placing and Subscription
Fundraising Shares together the Placing Shares and the Subscription Shares
FSMA the Financial Services and Markets Act 2000, as may be amended from time
to time
Group the Company, together with its subsidiaries and subsidiary undertakings
HMRC HM Revenue & Customs in the UK
ISIN International Securities Identification Number
Issue Price 3.4 pence per Ordinary Shares
Joint Bookrunners Canaccord Genuity and WH Ireland
Juno Juno Limited
Juno Debt Restructuring the proposed capitalisation of certain amounts outstanding to Juno Limited
under an existing
working capital facility provided by it to the Company through the issue
of the Capitalisation
Shares, which is expected to take place concurrently with Admission
Juno Investment Agreement means the agreement, in the agreed terms, between the Company and Juno to
be entered into
on or around the date of this Agreement in order, inter alia, to amend the
terms of the Working
Capital Agreement and containing the terms on which the Juno Debt
Restructuring shall take
place.
London Stock Exchange or LSE London Stock Exchange PLC
Long Stop Date 24 June 2022
Material Adverse Change any material adverse change in the business of the Group (financial,
trading position or prospects)
that does not affect a similar business in the same sector
MAR means the U.K. version of the Market Abuse Regulation (EU 2017/1129),
which forms part of
the laws of England and Wales by virtue of the EUWA and certain other
enacting measures.
New Ordinary Shares the new Ordinary Shares to be issued pursuant to the Proposals comprising
the Placing Shares,
the Subscription Shares, and the Capitalisation Shares
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company
Placee any person or persons subscribing for Placing Shares pursuant to the
Placing
Placing the conditional placing of the Placing Shares on the terms and subject to
the condition of
the Placing Agreement and the terms and conditions contained in the
Appendix to this Announcement
Placing Agreement the Placing Agreement dated 16 May 2022 between the Company (1) Canaccord
Genuity (2) and
WH Ireland (3) relating to the Placing
Placing Shares approximately 22,829,705 Ordinary Shares which are proposed to be placed
in accordance with
the terms of the Placing
Proposals together the Fundraising, the Juno Debt Restructuring and the
Grängesberg Acquisition
Publicly Available Information any information announced through a Regulatory Information Service by or
on behalf of the
Company on or prior to the date of this Announcement
Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and Council of 14
June 2017 and any relevant
implementing measures in any Member State of the European Economic Area
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
Registrars or Receiving Agent Link Group
Regulatory Information Service one of the regulatory information services authorised by the FCA
to receive, process and disseminate
regulatory information
Securities Act the US Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares
Subscription the proposed subscription by certain directors of the Company
Subscription Shares approximately 2,594,284 Ordinary Shares which are proposed to be
subscribed for under the
Subscription
Terms and Conditions the terms and conditions in respect of the Placing set out in the Appendix
of this Announcement
uncertificated or in uncertificated form recorded on the relevant register of Ordinary Shares as being held in
uncertificated form
in CREST and title to which, by virtue of the CREST Regulations, may be
transferred by means
of CREST
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
UK Prospectus Regulation the U.K. version of the Prospectus Regulation as implemented into U.K. law
pursuant to the
EUWA and certain other enacting measures
United States or US the United States of America, its territories and possessions, any state
of the United States
of America and the District of Columbia and any other area subject to its
jurisdiction
US Person has the meaning set out in Regulation S of the Securities Act
WH Ireland WH Ireland Limited, acting as the Company's joint bookrunner and joint
broker in relation
to the Placing
Working Capital Facility Agreement the agreement dated 25 September 1996 between the Company and Juno
Limited, as subsequently
amended and to be replaced pursuant to the Juno Investment Agreement
"GBP", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
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END
IOEBKABDABKDBPD
(END) Dow Jones Newswires
May 16, 2022 12:15 ET (16:15 GMT)
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