TIDMBPC
RNS Number : 1916S
Bahamas Petroleum Company PLC
04 November 2019
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO
SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA AND NEW ZEALAND. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
4 November 2019
Bahamas Petroleum Company plc
("Bahamas Petroleum" or the "Company")
Result of Open Offer and Proposed Placing
Bahamas Petroleum Company plc, the oil and gas exploration
company with significant prospective resources in licences in The
Commonwealth of The Bahamas announces the results of its Open
Offer. The Open Offer to Qualifying Shareholders to raise
approximately GBP6.8 million (approximately $8.5 million) was
announced by the Company on 18 October 2019 and closed for
acceptances, in accordance with its terms, at 11.00 a.m. on 1
November 2019.
The Company announces that it has received valid acceptances and
excess applications from Qualifying Shareholders for a total of
166,402,235 Open Offer Shares under the Open Offer, representing a
49.2% take-up by existing shareholders. As a result, a total of
166,402,235 Open Offer Shares will be issued at a price of 2 pence
per share, in connection with the Open Offer. Application will be
made to London Stock Exchange plc for admission to trading of the
Open Offer Shares on AIM. It is expected that settlement of any
such shares and Admission will become effective on or around 12
November 2019 and that dealings in the Open Offer Shares will
commence at that time.
Shore Capital, the Company's broker, will proceed to seek to
place up to 172,141,584 Open Offer Shares at a price of 2 pence per
share (the "Placing"). In the event of excess demand, the Company
reserves the right to increase the size of the Placing in its
discretion.
The Placing will be conducted by way of an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this Announcement in accordance with the
terms and conditions set out in Appendix I. The Placing Shares are
not being made available to the public. It is envisaged that the
Bookbuild will be closed no later than 8.00 a.m. GMT tomorrow, 5
November 2019. Details of the number of Placing Shares and the
approximate gross proceeds of the Placing will be announced as soon
as practicable after the closing of the Bookbuild. The Placing is
not underwritten.
Shore Capital has agreed that to the extent the Placing Shares
are not fully placed, Shore Capital will participate in the Placing
to a maximum of US$1 million. In addition, management of the
Company (collectively) has indicated an intention to subscribe
GBP250,000 in the Placing.
The Placing is conditional upon the admission of the Placing
Shares to trading on AIM becoming effective and the Placing
Agreement between the Company and Shore Capital not having been
terminated.
Further information about the Company and the reasons for the
Open Offer and the proposed Placing were set out in the Company's
announcement of 18 October 2019. Further details of the Placing are
set out in Appendix I, below.
For further information, please contact:
Bahamas Petroleum Company plc Tel: +44 (0) 1624
Simon Potter, Chief Executive Officer 647 882
Strand Hanson Limited - Nomad Tel: +44 (0) 20
Rory Murphy / James Spinney / Jack Botros 7409 3494
Shore Capital Stockbrokers Limited Tel: +44 (0) 207
Jerry Keen / Toby Gibbs 408 4090
CAMARCO Tel: +44 (0) 20
Billy Clegg / James Crothers 3757 4983
www.bpcplc.com
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
IMPORTANT NOTICES
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety (including the appendices) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties and acknowledgements contained in
the appendices.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 ("FSMA").
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in
the United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States. This announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan or any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations (a "Prohibited Jurisdiction"). This
announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction. This announcement has been issued by and is the sole
responsibility of the Company.
Shore Capital Stockbrokers Limited ("Shore Capital") is acting
solely as broker and bookrunner ("Bookrunner") exclusively for the
Company and no one else in connection with the contents of this
announcement and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
contents of this announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on Shore Capital by FSMA or the
regulatory regime established thereunder, Shore Capital accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this announcement, whether as to the past or the
future. Shore Capital accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this announcement or any such statement.
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority (the "FCA"), is
acting as Nominated Adviser to the Company for the purposes of the
AIM Rules for Companies and the AIM Rules for Nominated Advisers in
connection with the Placing and is not acting for, and will not be
responsible to, any person other than the Company for providing the
protections afforded to customers of Strand Hanson Limited or for
advising any other person on any transaction or arrangement
referred to in this Announcement.
FORWARD LOOKING STATEMENTS
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. These forward looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules.
APPIX I
FURTHER DETAILS OF THE PLACING
TERMS AND CONDITIONS
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 THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE
"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 ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS
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. THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER
OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO 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.
Persons who have been or who are invited to and who have chosen
or choose to participate in the Placing, by making or having made
(or on whose behalf there is or has been made) an oral or written
offer to subscribe for Placing Shares (the "Placees"), will be
deemed to have read and understood the Announcement, including this
Appendix, in its entirety and to have made such offer on the terms
and conditions, and to have provided the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges to the Company and to the Bookrunner that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it solely for the purposes of its
business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus 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 any
Member State of the European Economic Area other than Qualified
Investors or in circumstances in which the prior consent of the
Bookrunner has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than Qualified Investors, the offer
of those Placing Shares to it is not treated under the Prospectus
Regulation as having been made to such persons; and
3. (i) it is not in the United States, and (ii) it is not acting
for the account or benefit of a person in the United States, (iii)
it has not received any offer, or a solicitation of an offering, to
buy the Placing Shares within the United States and (iv) it did not
initiate any buy order to purchase Placing Shares whilst in the
United States.
The Company and the Bookrunner are relying upon the truth and
accuracy of the foregoing undertakings, representations,
warranties, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, Japan, the
Republic of South Africa or in any jurisdiction in which such
publication or distribution would be unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only outside the United States in accordance with
Regulation S.
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 outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Bookrunner has entered into a Placing Agreement (the
"Placing Agreement") with the Company under which the Bookrunner
has, on the terms and subject to the conditions set out therein,
undertaken to use its reasonable endeavours to procure subscribers
for new ordinary shares of 0.002p each in the capital of the
Company (the "Placing Shares") to raise approximately GBP3.5
million gross at a price of 2 pence per new ordinary share (the
"Placing Price").
The number of Placing Shares will be determined following
completion of the Bookbuild (as defined below) as set out in this
Announcement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
ordinary shares of 0.002p each in the capital of the Company
("Ordinary Shares"), including the right to receive all dividends
and other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares.
The Company, except pursuant to the Placing and the conditional
convertible note subscription agreement entered into by the Company
on 10 October 2020 (and as more particularly described in the
announcement made by the Company on 10 October 2020 - the
"Conditional Convertible Note"), has agreed not to allot, issue or
grant any rights in respect of any of its Ordinary Shares in the
period from the date of the conclusion of the Placing until 31
December 2019 (as defined below) without the Bookrunner's prior
written consent.
Application for admission to trading
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on AIM ("Admission"). It is expected that settlement of any
such shares and Admission will become effective on or around 12
November 2019 and that dealings in the Placing Shares will commence
at that time.
Bookbuild
The Bookrunner will today commence an accelerated bookbuilding
process (the "Bookbuild") to determine demand for participation in
the Placing by potential Placees at the Placing Price. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Bookrunner 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.
Use of Proceeds
The Company will use the net proceeds of the Placing, together
with the net proceeds of the Open Offer and the proceeds of the
Conditional Convertible Note to commence the drilling of, and
undertake all associated activities, operations and actions related
to the drilling of, an initial exploration well in The Bahamas
during 2020, in accordance with the Company's licence
commitments.
In addition to the Placing, the Open Offer and the Conditional
Convertible Note, the Company continues to pursue a farm-out as
part of its overall funding strategy, and has received proposals
for, and continues to develop and assess a number of other
financing options. A decision to enact any of these other financing
proposals will be taken, if required, based on the outcome of the
farm-out process, and once the Placing and Open Offer process has
been concluded. As noted, the Company, except pursuant to the
Placing and the Conditional Convertible Note, has agreed not to
allot, issue or grant any rights in respect of any of its Ordinary
Shares in the period from the date of the conclusion of the Placing
until 31 December 2019 (as defined below) without the Bookrunner's
prior written consent.
To the extent that a farm-out is successfully concluded on terms
acceptable to the Company, the amount of capital available to the
Company would likely materially increase, and would be additive to
the funds raised through the Placing and Open Offer and Conditional
Convertible Note. Such funding could be applied towards all or a
considerable portion of the costs in respect of the intended
drilling, or alternatively proceeds from any farm-out could be
applied to a broader work programme than the current single well
the Company intends to drill in 2020.
When considered in aggregate, the proceeds of the Placing (if
fully placed), the Open Offer and the Conditional Convertible Note
(assuming all conditions precedent to the Conditional Convertible
Note are either satisfied or otherwise waived and the Conditional
Convertible Notes are fully subscribed, and assuming further that
interest is capitalised and all principal and capitalised interest
is ultimately converted) would result in approximately 896 million
new Ordinary Shares being issued, and total funding inflows over
the next 6 months of approximately GBP17 million (approximately
US$21.5 million), which would be an amount which exceeds the
lower-end estimates for the total well cost for the drilling of the
initial exploration well.
Shareholders should note however that there remains a high
degree of uncertainty in relation to both the Placing and
Conditional Convertible Notes, given that ultimate quantum of
funding to be received from both is dependent on the occurrence of
future events outside of the control of the Company.
Specifically:
-- Funding from the Conditional Convertible Notes remains
subject to certain conditions precedent first being satisfied on or
prior to 15 February 2020 as set out in the subscription agreement
for the Conditional Convertible Notes (unless said conditions are
waived by the subscribers),
-- the amount raised under the Placing will depend on the demand
for shares in the Bookbuild, and
-- the Company continues to work on securing a farm-out, which
if successful could likely materially increase the amount of
capital available to the Company, which could offset all or a
considerable portion of the costs in respect of the intended
drilling or alternatively provide funds in excess of that required
to complete the initial well, thereby potentially facilitating
further exploration activity on the licences including that of an
additional well.
In circumstances where suitable funds are not raised via the
Placing and Open Offer (that is, if the Open Offer and Placing
together raise less than approximately US$7 million), or where the
conditions precedent set out in the subscription agreement for the
Conditional Convertible Notes are not satisfied (or waived by the
subscribers), or if a farm-out is not secured, the Company would
likely not have sufficient cash to complete the drilling of the
planned initial exploration well in 2020, which, in turn, puts the
Company at risk of not meeting its licence obligations. In such
circumstances the Company would look to secure funding by way of
alternative sources. There can be no assurance, however, that the
Company would be successful in securing any such alternative
funding. Excluding any costs relating to the planned initial
exploration well in 2020, the Company currently has sufficient cash
available to meet general working capital needs through to H2
2020.
Participation in, and principal terms of, the Placing
1. The Bookrunner is arranging the Placing as agent for the
Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Bookrunner. The Bookrunner and its respective affiliates are
entitled to participate in the Placing as principal. The Bookrunner
has agreed that to the extent there is a shortfall in the Open
Offer and that shortfall is not fully placed, Shore Capital will
participate in the Placing for the amount of such shortfall up to a
maximum of US$1 million.
3. The Bookbuild will establish the number of Placing Shares to
be issued at the Placing Price, which will be agreed between the
Bookrunner and the Company following completion of the Bookbuild.
The number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at the Bookrunner. Each
bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Placing Price. Bids may be
scaled down by the Bookrunner on the basis referred to in paragraph
8 below.
5. The timing of the closing of the Bookbuild will be at the
discretion of the Bookrunner. The Company reserves the right to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Bookrunner and a trade confirmation or contract
note will be dispatched as soon as possible thereafter. The
Bookrunner's oral or emailed confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of the Bookrunner and the
Company, under which it agrees to acquire by subscription the
number of Placing Shares allocated to it at the Placing Price and
otherwise on the terms and subject to the conditions set out in
this Appendix I and in accordance with the Company's Articles of
Association. Except with the Bookrunner's consent, such commitment
will not be capable of variation or revocation.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Bookrunner may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. The Bookrunner may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the
Company allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix I)
and will be legally binding on the Placee on behalf of which it is
made and, except with the Bookrunner's consent will not be capable
of variation or revocation from the time at which it is
submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations of the Bookrunner under the 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 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.
14. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority ("FCA"), neither the
Bookrunner 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 Bookrunner shall have no
liability to the Placees for the failure of the Company to fulfil
those obligations. In particular, neither the Bookrunner nor any of
its affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Bookrunner's method of effecting the Placing.
Conditions of the Placing
The Bookrunner's obligations under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
(a) the Company allotting the Placing Shares, prior to and
conditional only on Admission, in accordance with the terms of the
Placing Agreement;
(b) Admission taking place not later than 8.00 a.m. on 12
November 2019 (or such later time or date as the Company and the
Bookrunner may agree, not later than 8.00 a.m. on 29 November
2019).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
the Bookrunner as applicable, by the respective time or date where
specified (or such later time or date as the Company and the
Bookrunner may agree, not being later than 8.00 a.m. on 29 November
2019); (ii) any of such conditions becomes incapable of being
fulfilled; or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse 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 Bookrunner may, at its 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 above condition relating to Admission taking place
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither the Bookrunner, 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
Bookrunner.
Right to terminate the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
(a) a breach by the Company of any of its obligations under the
Placing Agreement;
(b) any of the warranties given to the Bookrunner in the Placing
Agreement not being, or having ceased to be, true and accurate;
(c) the occurrence of a force majeure event which, in the
opinion of the Bookrunner would be likely to have an adverse effect
on the financial or trading position or the business or prospects
of the Group which is material in the context of the Group as a
whole or which renders the Placing impracticable or
inadvisable.
The rights and obligations of the Placees will not be subject to
termination by the Placee or any prospective Placee at any time or
in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Bookrunner of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Bookrunner and that it
need not make any reference to Placees and that neither the
Bookrunner nor any of their affiliates shall have any liability to
Placees whatsoever in connection with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules for Companies (the "Exchange
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), representation, warranty, or
statement made by or on behalf of the Company or the Bookrunner or
any other person and neither the Bookrunner 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 Bookrunner, 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 Bookrunner 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
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the Bookrunner, stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the relevant Bookrunner (in GBP) and a form of
confirmation in relation to settlement instructions.
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 relevant Bookrunner in accordance with the standing
CREST settlement instructions which they have in place with the
relevant Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
IM00B3NV894) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Bookrunner
reserve 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 will be on 12 November 2019 on a
T+5 basis in accordance with the instructions set out in the form
of confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner 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 Bookrunner's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax 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 Bookrunner such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which the Bookrunner lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the 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 Bookrunner 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 Bookrunner (for itself and
on behalf of the Company):
1. that it has read and understood this Announcement, including
the 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 its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by the Bookrunner of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Bookrunner and the Bookrunner 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
Bookrunner 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;
4. that 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. Each Placee agrees that neither the Company nor the
Bookrunner nor any of their respective officers, directors or
employees will have any liability for any such other information,
representation or warranty, express or implied;
5. that it has neither received nor relied on any inside
information concerning the Company in accepting this invitation to
participate in the Placing;
6. neither it nor, as the case may be, its clients expect the
Bookrunner 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 Bookrunner are not acting for it or its clients, and
that the Bookrunner will not be responsible for providing the
protections afforded to customers of the Bookrunner or for
providing advice in respect of the transactions described
herein;
7. (i) it is not in the United States, and (ii) it is not acting
for the account or benefit of a person in the United States, (iii)
it has not received any offer, or a solicitation of an offering, to
buy the Placing Shares within the United States and (iv) it did not
initiate any buy order to purchase Placing Shares whilst in the
United States;
8. each Placee acknowledges that (a) the Placing Shares have not
been, and will not be, registered under the Securities Act, (b) the
Company has not been, and will not be, registered under the US
Investment Company Act of 1940 and (c) the Placing Shares may not
be offered, sold, pledged or otherwise transferred or delivered
within the United States or to, or for the account or benefit of,
any US Person as defined in Regulation S of the Securities Act ("US
Person");
9. that it is not acquiring the Placing Shares with a view to
the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of such Placing Shares in or into the
United States;
10. that it is not a national or resident of Canada, Australia,
the Republic of South Africa, or Japan or a corporation,
partnership or other entity organised under the laws of Canada,
Australia, 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 South Africa or Japan or to or for the benefit of any
person resident in Canada, Australia, 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 South Africa or Japan;
11. 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 or to any US Persons;
12. 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
Bookrunner 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;
13. 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;
14. 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 to offer the opportunity to participate in the
Placing;
15. that it is a qualified investor (as defined in section 86(7)
of the Financial Services and Markets Act 2000, as amended
("FSMA"));
16. that 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;
17. 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;
18. 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;
19. that it is not relying on any representations or warranties
or agreements by the Company, the Bookrunner or by any of their
respective directors, employees or agents or any other person
except as set out in the express terms of this letter;
20. 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 under the Placing unless and until Admission becomes
effective;
21. to appoint irrevocably any director of the Bookrunner 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;
22. 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;
23. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Bookrunner nor the Company has considered its particular
objectives, financial situation and needs;
24. that it will indemnify and hold the Company and the
Bookrunner and its 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 Bookrunner will rely on the truth and accuracy of the
foregoing confirmations, warranties, acknowledgements and
undertakings and, if any of the foregoing is or becomes no longer
true or accurate, the Placee shall promptly notify the Bookrunner,
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to each of the Bookrunner for
itself and on behalf of the Company and will survive completion of
the Placing and Admission;
25. that time shall be of the essence as regards obligations
pursuant to this Appendix;
26. that it is responsible for obtaining any legal, 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 Bookrunner to provide any legal, tax or other advice
to it; and
27. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Bookrunner
shall notify it of such amendments.
Each Placee (and any person acting on such Placee's behalf)
further represents, warrants and undertakes to the Bookrunner (for
itself and for the benefit of the Company) and acknowledges
that:
1. it is aware of and will fully comply, with all such laws
(including where applicable, the Anti-Terrorism, Crime and Security
Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) 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 subscription, and you will provide
promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which the
Bookrunner may request from you (for the purpose of its complying
with any such laws 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 Bookrunner on the basis that
any failure by you to do so may result in the number of Placing
Shares that are to be allotted and/or issued to you or at your
direction pursuant to the Placing being reduced to such number, or
to nil, as the Bookrunner may decide;
2. it will not make any offer to the public of those Placing
Shares to be subscribed by it for the purposes of the Prospectus
Regulation;
3. 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 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.
4. 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 Bookrunner
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;
5. 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 Bookrunner; and
6. the Company, the Bookrunner 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 Bookrunner for itself and on behalf of the
Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Bookrunner 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 Bookrunner in the event that any of
the Company and/or the Bookrunner has incurred any such liability
to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Bookrunner
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on its behalf, acknowledges
that the Bookrunner owes no fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Each Placee and any person acting on its behalf, acknowledges
and agrees that the Bookrunner 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUSRSRKOAARAA
(END) Dow Jones Newswires
November 04, 2019 11:35 ET (16:35 GMT)
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