TIDMBPC
RNS Number : 6662A
Bahamas Petroleum Company PLC
30 September 2020
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR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 THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW
ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY
REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION . 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.
30 September 2020
Bahamas Petroleum Company plc
("BPC" or the "Company")
Proposed Placing
BPC, the Caribbean and Atlantic margin focused oil and gas
company, with exploration, production, appraisal and development
assets across the region , announces its intention to conduct a
placing to raise GBP6.0 million (US$8 million) to GBP7.8 million
(US$10 million) through the issue of new ordinary shares in the
capital of the Company (the "Placing Shares") to institutional
investors at a placing price in a range of between 2.0 to 2.5 pence
per Placing Share (the "Placing Price") (the "Placing"). The
Placing Price range represents an 18% to 34% discount to the
closing price of the Company's ordinary shares on 29 September
2020, with the final Placing Price to be determined on the basis of
bids and demands received. In the event of excess demand, the
Company reserves the right to increase the size of the Placing in
its sole discretion.
The net proceeds raised from the Placing (which will be certain
and immediately available to the Company), will be additive to the
Company's existing cash balance. Together with the GBP10.25 million
(approximately $13 million) convertible loan notes financing
instruments (the drawdown of which remains subject to satisfaction
of certain conditions precedent, previously announced on 18 October
2019) (the " Conditional Convertible Notes") , the net Placing
proceeds will be directed by the Company to meeting ongoing funding
needs, including in particular the drilling of the Perseverance #1
well, expected to spud on or around 15 December 2020, in accordance
with the Company's licence commitments.
Based on the anticipated cost of Perseverance #1, the combined
amount of the Company's existing cash balance, Placing proceeds,
and Conditional Convertible Notes would result in the Company not
having a need to further draw on the previously announced GBP16
million (approximately $21 million) facility with a Bahamas-based
family office investor for a zero-coupon, second ranking
convertible bond (the "Zero-coupon Facility"), as part of the
Company's overall funding strategy for Perseverance #1.
The Placing will be conducted by way of an accelerated
bookbuilding process (the "Bookbuild") which will be launched with
immediate effect 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 close no later than 7.30 a.m. GMT tomorrow, 1
October 2020 . Details of the number of Placing Shares, the Placing
Price 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. The Company's
management intends to participate in the Placing in an amount of
US$400,000 in aggregate (representing 5% of the Placing at the
lower end of the target Placing).
Shore Capital Stockbrokers Limited ("Shore Capital"), is acting
as bookrunner in respect of the Placing and Gneiss Energy Limited
("Gneiss Energy") is acting as Placing Agent in respect of the
Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Company's
existing issued ordinary shares of 0.002 pence each ("Ordinary
Shares").
Application will be made for the Placing Shares to be admitted
to trading on the AIM market ("AIM") of London Stock Exchange plc
("Admission"). It is expected that Admission will take place at or
around 8.00 a.m. (London time) on 8 October 2020 (or such later
date as may be agreed between the Company, Shore Capital and Gneiss
Energy). The Placing is conditional upon, inter alia, Admission
becoming effective. The Placing is conditional upon the admission
of the Placing Shares to trading on AIM becoming effective and the
Placing Agreement between the Company, Shore Capital and Gneiss
Energy not having been terminated.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
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 - Joint Tel: +44 (0) 207
Broker 408 4090
Jerry Keen / Toby Gibbs
Investec Bank Plc - Joint Broker Tel: +44 (0) 207
Chris Sim / Rahul Sharma 597 5970
Gneiss Energy - Financial Advisor & Placing Tel: +44 (0) 20
Agent 3983 9263
Jon Fitzpatrick / Paul Weidman
CAMARCO Tel: +44 (0) 20
Billy Clegg / James Crothers / Hugo Liddy 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.
Members of the public are not eligible to take part in the
Placing. 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.
In any EEA Member State that has implemented the Prospectus
Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as
amended, and the United Kingdom (together with any implementing
measures in any Member State and the United Kingdom) , this
announcement is only addressed to and directed at persons in such
member states and the United Kingdom who are qualified investors
within the meaning of Article 2(e) of the Prospectus Regulation
("Qualified Investors"). In addition, in the United Kingdom, this
announcement is addressed and directed only at Qualified Investors
who (i) are persons who have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), (ii) are persons who are high net
worth entities falling within Article 49(2)(a) to (d) of the Order,
or (iii) are persons to whom it may otherwise be lawful to
communicate it to (all such persons being referred to as "Relevant
Persons"). Any investment or investment activity to which this
announcement relates is available only to Relevant Persons in the
United Kingdom and Qualified Investors in any member state of the
EEA and will be engaged in only with such persons. Other persons
should not rely or act upon this announcement or any of its
contents.
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.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, Shore Capital or any
other person authorised under FSMA. This announcement is being
distributed and communicated to persons in the United Kingdom only
in circumstances in which section 21(1) of FSMA does not apply or
otherwise falls within a relevant exemption. 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) to be published. Persons needing advice
should consult an independent financial adviser.
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
as bookrunner ("Bookrunner") and Gneiss Energy Limited ("Gneiss
Energy") is acting as Placing Agent in each case 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 and Gneiss Energy by
FSMA or the regulatory regime established thereunder, Shore Capital
and Gneiss Energy accept no responsibility whatsoever, and make 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 and Gneiss
Energy accordingly disclaim all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above), which either of them might otherwise have in respect of the
contents of this announcement or any such statement.
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 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. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunner
and the Placing Agent 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.
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.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). Upon publication of
this announcement, the inside information is now considered to be
in the public domain for the purposes of MAR. The person
responsible for arranging release of this information on behalf of
the Company is Ben Proffitt.
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 ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM AND ARE "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION 2017/1129 (TOGETHER WITH ANY RELEVANT IMPLEMENTING
MEASURE IN ANY MEMBER STATE AND THE UNITED KINGDOM 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.
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 Placing 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A
SUBSCRIPTION OF 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.
In particular, each such Placee represents, warrants and
acknowledges to the Company, the Bookrunner and the Placing Agent
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 or the United Kingdom
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 or the United
Kingdom 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, the Bookrunner and the Placing Agent 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 and the Placing Agent have entered into a Placing
Agreement (the "Placing Agreement") with the Company under which
the Bookrunner and the Placing Agent have, on the terms and subject
to the conditions set out therein, undertaken to use their
reasonable endeavours to procure subscribers for new ordinary
shares of 0.002p each in the capital of the Company (the "Placing
Shares"). Shore Capital will be conducting an accelerated book
building process in respect of the Placing (the "Bookbuild") .
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 subject to the articles
of association of the Company, 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 Placing Shares will be issued free of any encumbrance, lien,
claim, charge, equity and third party right.
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 8
October 2020 and that dealings in the Placing Shares will commence
at that time. In any event, the latest date for Admission is 6
November 2020 (or such later date as Shore Capital and the Company
may agree in writing) (the "Long Stop Date").
Bookbuild
The Bookrunner will today commence 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, the Placing Agent 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 net proceeds raised from the Placing (which will be certain
and immediately available to the Company), will be additive to the
Company's existing cash balance. Based on the anticipated cost of
Perseverance #1, the combined amount of the Company's existing cash
balance, Placing proceeds, and Conditional Convertible Notes would
result in the Company not having a need to further draw on the
previously announced GBP16 million (approximately $21 million)
facility with a Bahamas-based family office investor for a
zero-coupon, second ranking convertible bond (the "Zero-coupon
Facility"), as part of the Company's overall funding strategy for
Perseverance #1. Therefore, on successful completion of the
Placing, and assuming other funding sources available to the
Company and there being no material increase to the current
anticipated cost of Perseverance #1 through the course of drilling,
the Company would not intend to draw on the Zero-coupon
Facility.
Together with the GBP10.25 million (approximately $13 million)
convertible loan (the drawdown of which remains subject to
satisfaction of certain conditions precedent, previously announced
on 18 October 2019) (the " Conditional Convertible Notes") , the
net Placing proceeds will be directed by the Company to meeting
ongoing funding needs including the drilling of the Perseverance #1
well, expected to spud on or around 15 December 2020, in accordance
with the Company's licence commitments.
The Company also continues to evaluate farm-out options or
similar transactions as part of its overall risk mitigation and
funding strategy. To the extent that a farm-out or similar
transaction is successfully concluded on terms attractive to the
Company, the amount of capital available to the Company would
likely materially increase, and would be additive to existing
funding sources. Such funding could be applied towards
expanding/extending the current work programme, or alternatively
proceeds could be applied to a much broader work programme across
the Company's asset base in The Bahamas, Trinidad and Tobago,
Suriname and Uruguay, including in particular, in the event of a
successful exploration well and thereafter a licence extension into
a 2021 - 2023 work period in The Bahamas.
In circumstances where suitable funds are not raised via the
Placing and where the convertible loan note financing instruments
are not available (for example, 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 Perseverance #1
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 Perseverance #1 well , the Company
currently has sufficient cash available to meet general working
capital needs for at least the next 12 months .
Participation in, and principal terms of, the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing.
1. The Bookrunner and the Placing Agent are arranging the
Placing as agents 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 and/or the Placing Agent. The Bookrunner and its
respective affiliates are entitled to participate in the Placing as
principal.
3. The price per Placing Share (the "Placing Price") is minimum
price of 2.0 pence and a maximum of 2.5 pence and is payable to
Shore Capital (as agent for the Company) by all Placees. 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 Placing
Price and 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 or the
Placing Agent. 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
Placing Agent and 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 the Placing Agent nor any of their respective
affiliates shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or
not a recipient of these terms and conditions) in respect of the
Placing. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and neither the Bookrunner or the Placing Agent shall have any
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 and Placing Agent'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 8 October
2020 (or such later time or date as the Company and the Bookrunner
may agree, not later than 8.00 a.m. on 6 November 2020).
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 and the Placing Agent 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 6 November 2020); (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 and the Placing Agent may, at their discretion
and upon such terms as they 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 Placing Agent, 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.
Placees will have no rights against the Bookrunner, the Placing
Agent the Company or any of their respective members, directors or
employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended) or otherwise.
Right to terminate under the Placing Agreement
The Bookrunner and the Placing Agent are entitled, at any time
before Admission, to terminate the Placing Agreement by giving
notice to the Company in certain circumstances, including, inter
alia, if:
(a) there has, in the reasonable opinion of the Bookrunner and
the Placing Agent, been a breach of any of the warranties or any
other obligations on the part of the Company under the Placing
Agreement which it reasonably considers to be material in the
context of the Placing or Admission; or
(b) any statement contained in this Announcement, or certain of
the other documents delivered in relation to the Placing, in the
reasonable opinion of the Bookrunner and the Placing Agent, is or
has become untrue, incorrect or misleading in each case in any
material respect in the context of the Placing or Admission ;
(c) the Company has failed in any material respect to comply
with its obligations under the Placing Agreement, MAR, FSMA, the
AIM Rules, or the AIM Mining, Oil & Gas Companies Note in
respect of the Placing or Admission and which is material in the
context of the Placing and/or Admission; or
(d) there occurs a force majeure event which, in the opinion of
the Bookrunner and the Placing Agent 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 and/or of the Placing
Agent of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of the
Bookrunner and/or the Placing Agent and that it need not make any
reference to Placees and that neither the Bookrunner nor any of
their affiliates and/or the Placing Agent 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
the Placing Agent or any other person and none of the Bookrunner
nor the Placing Agent 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 Placing Agent, 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 nor the Placing Agent 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 8 October 2020 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 each of the Bookrunner and the
Placing Agent (for each of them 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 and/or the Placing Agent
of any right or discretion under the Placing Agreement shall be
within the absolute discretion of the Bookrunner and/or the Placing
Agent and neither the Bookrunner nor the Placing Agent need 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 Placing Agent 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 none of the Company nor the
Bookrunner nor the Placing Agent 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 acknowledges that no prospectus, admission document
or offering document has been or will be prepared in connection
with the Placing and that 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 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 none of the
Bookrunner, the Placing Agent nor the Company has considered its
particular objectives, financial situation and needs and
acknowledges that none of the Bookrunner nor the Placing Agent nor
the Company, nor any of its their affiliates nor any person acting
on their behalf has any duties or responsibilities to it for
providing advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of the Bookrunner's or the Placing Agent's or the Company's rights
and obligations thereunder, including any right to waive or vary
any condition or exercise any termination right contained therein;
;
24. that it will indemnify and hold the Company and the
Bookrunner and the Placing Agent 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 Bookrunner and the Placing
Agent 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 Placing
Agent 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 and the Placing Agent for each of them 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;
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; and
7. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares and that it
is experienced in investing in securities of this nature and is
aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It also represents and warrants that
it has had sufficient time to consider and has conducted its own
investigation with respect to the offer and subscription for the
Placing Shares, including the tax, legal and other economic
considerations and has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and
the terms of the Placing, including the merits and risks
involved.
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 neither the Bookrunner nor the Placing Agent owes 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 Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Bookrunner or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
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IOEFZGFLKGLGGZM
(END) Dow Jones Newswires
September 30, 2020 11:42 ET (15:42 GMT)
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