TIDMJLP
RNS Number : 7859L
Jubilee Metals Group PLC
15 September 2021
Registration number (4459850)
Altx share code: JBL
AIM share code: JLP
ISIN: GB0031852162
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Jubilee Metals Group PLC
("Jubilee" or "the Company" or "the Group")
Agreements to acquire ownership in Zambia Copper and Cobalt
Tailings Projects
and
Proposed Placing
Jubilee, a leader in metals processing with operations in Africa
(AIM: JLP/Altx: JBL), is pleased to announce significant further
progress at its Copper and Cobalt tailings projects in Zambia with
the successful execution of three strategic transactions (the
"Transactions") which significantly increases Jubilee's beneficial
interest across the Company's copper and cobalt tailings projects
in Zambia. The Transactions include Project Elephant (Kitwe
Tailings Project), Project Roan (Ndola Tailings Project) and the
Mufulira Project (collectively, the "Projects"). Completion of the
Transactions is subject to fulfilment of certain conditions
precedent that are normal for transactions of this nature including
regulatory approvals and consent.
At completion of the Transactions, Jubilee will hold a 100%
interest across its integrated Southern Refining strategy which
includes the Sable copper and cobalt refinery (14 000 tonnes per
annum copper capacity) together with Project Roan (10 000 tonnes
per annum copper concentrator). In addition, Jubilee increases its
beneficial interest across its Northern Refining Strategy, with
Project Elephant's TD52 portion to 80.75% (highest copper and
cobalt concentration of all tailings within Project elephant) which
is specifically targeted by the accelerated development of
Jubilee's cobalt extraction process, Jubilee's beneficial interest
at the Mufulira Project increasing to 97%.
Combined, the Transactions have an aggregate value of c. US$
24.77 million (c. GBP 17.83 million) and offers Jubilee the
flexibility to better schedule the development of the various
tailings projects. As such Jubilee will increase its investment
into the Southern Refining Strategy by expanding Sable Refinery to
increase the copper sulphide recovery circuit as well as expanding
the cobalt recovery circuit.
Accordingly, the Company is seeking to raise gross proceeds of
c. GBP 30 million (c. US$ 41.8 million) by way of a conditional
placing of new ordinary shares at a price of 16.03 pence per share,
which will be applied to satisfy the consideration in respect of
the Transactions and towards the expansion of Sable Refinery while
accelerating the capitalisation and progress of Project Lechwe and
Project Elephant.
Highlights
-- Jubilee has successfully executed agreements for the
Transactions with its partners on the respective projects to
further increase its beneficial interest in these copper and cobalt
tailings assets in Zambia
-- Jubilee's beneficial interest in Project Roan has been
increased to 100% (previously 80%), three months prior to the
expected commissioning of the targeted 10 000 tonnes per annum
copper project during November 2021. This increases Jubilee's
interest across the integrated Southern Refining Project to
100%
-- Jubilee's beneficial interest in the copper and cobalt rich
TD52 as part of the larger 114 million tonnes Project Elephant, is
increased to 80.75% (previously 57.75%)
o Follows very encouraging cobalt recovery results from
Jubilee's development centre
o Includes the final payment under the existing joint venture
agreement, solidifying Jubilee's controlling interest
-- Jubilee's beneficial interest in the Mufulira Tailings
Project is increased to 97%. The Mufulira Project, which is
expected to hold similar characteristics to Project Elephant, is
strategically located near the processing facilities targeted for
Project Elephant
-- As a result of the Transactions, Jubilee now has greater
control over the development of its tailings projects in Zambia and
therefore the sequence and rate of development of both its Northern
and Southern refinery strategies
-- Placing proceeds in part allocated to the expansion of Sable
Refinery to increase the copper sulphide recovery circuit
previously limited under the Project Roan joint venture agreement
as well as expanding the cobalt recovery circuit as part of the
process development and testing for the cobalt solution at Project
Elephant, while continuing to accelerate the capitalisation and
progress of Project Lechwe and Project Elephant
Leon Coetzer, CEO of Jubilee, commented:
"I am delighted to have secured these Transactions which each
individually are strongly value accretive and add tremendous value
to Jubilee's expanding copper and cobalt portfolio in Zambia.
"Our Southern Refining Strategy is now fully owned by Jubilee
capturing 100% of the earnings potential and allowing us the
complete flexibility to better integrate Project Roan with the
refining capability at Sable Refinery. We are now able to increase
the copper sulphide section of our refinery to fully absorb this
portion of Project Roan's production that previously was allocated
to be sold as a high grade concentrate under the terms of the joint
venture while only the copper oxide was targeted to be fully
refined to copper cathode. In short succession of our recent
addition of a refining presence in the North, we will also expand
our cobalt refining capability as part of the development of the
cobalt solution for Project Elephant offering significant potential
for our Northern Refining project.
"In addition, the Transactions enable Jubilee to secure a
stronger ownership position and flexibility to better sequence the
integrated Northern Refining projects in order to unlock value in
an efficient and value accretive manner.
"The transaction at Project Elephant targets the richest
tailings dam, TD52 at Elephant, where Jubilee's process development
centre has confirmed very promising results from the cobalt
recovery with potential to significantly increase the overall
project economics. The third transaction increases Jubilee's
beneficial interest to 97% at the Mufulira Project.
"The funds raised in the conditional Placing will also support
Jubilee's continued capital investment, including the completion of
Project Roan, while at the same time accelerating the
capitalisation of Project Lechwe and Project Elephant ."
Rationale and further details of the Transactions
As previously announced, during 2020 Jubilee entered into
various joint venture agreements to secure rights to process over
300 million tonnes of copper and cobalt containing tailings in
Zambia. The copper and cobalt tailings are located in three central
locations in Zambia. With the addition of the refinery at Mopani,
announced on 24 August 2021, the Group's project naming convention
was updated as follows:
- Southern Refinery Strategy (14 000 tonnes per annum capacity)
which incorporates the Sable Refinery together with Project Roan
located in the Ndola area; and
- Northern Refinery Strategy (17 000 tonnes per annum capacity)
which incorporates the newly targeted refinery at Mopani, called
Leopard together with the copper tailings project in the Luanshya
area, called Project Lechwe (previously Elephant 1), as well as the
copper and cobalt tailings in the Kitwe area called Project
Elephant (previously called Elephant 2). Jubilee has secured
additional copper and cobalt tailings at Mufulira which is
currently being sampled to confirm the quantity and quality and
will form part of the Project Elephant resource.
The Transactions successfully entered into by Jubilee's 100%
subsidiary Braemore Platinum Limited ("Braemore") increase
Jubilee's beneficial interests in the Southern Refinery Strategy to
100% and consolidate the Group's controlling position in the
Northern Refinery Strategy. In addition to an increased interest in
the earnings of these projects, Jubilee will have full operational
control over both its Northern and Southern Refinery Strategies and
will be able to set the sequence and rate of development of the
various projects and refineries now under its control.
Project Roan (Southern Refinery Strategy) is rapidly nearing
completion targeting to commence commissioning activities from
November this year. The transaction relating to Project Roan will
increase Jubilee's beneficial interest from 80% to 100%. The
Project Roan transaction further includes additional rights to an
estimated further 6.6 million tonnes of copper tailings near the
processing facility (the "Tailings") while holding the option to
convert the lease agreement of the property where the processing
facility is located to direct ownership of the property (the
"Property"). The Project Roan transaction is valued up to US$ 15.5
million (GBP 11.2 million). As previously announced, Project Roan's
processing facility is well under way which targets a ramp-up over
three phases to reach full production to a rate of approximately 10
000 tonnes of equivalent copper units per annum with commissioning
activities scheduled to commence in November 2021, targeting full
production by end of Q1 2022. Roan commenced with the delivery of
early concentrate as part of its phase 1 commissioning to the Sable
Refinery in April of this year.
At Project Elephant (Northern Refinery Strategy), which is
located in the Kitwe area and targets the production of 10 200
copper units per annum, Jubilee's subsidiary Braemore will acquire
a further 23% beneficial interest in the TD52 tailings dam portion
of the overall project, increasing Jubilee's interest to 80.75% as
well as the early settlement of all remaining payments as part of
the original joint venture agreement for Project Elephant for a
consideration value of US$ 8.25 million (GBP 5.9 million) which
includes a US$ 1.3 million (GBP 0.94 million) interest bearing
project loan ceded to Braemore. TD52 holds the highest contained
copper and cobalt within the larger Project Elephant's 114 million
tonnes tailings resource at 0.7% Copper and 0.08% Cobalt. Jubilee's
process development centre has confirmed very promising results
from the cobalt recovery strategy which holds the potential to
significantly increase the overall project economics.
As a result of the third transaction, Braemore's interest in the
Mufulira Project will increase to 97% beneficial interest in the
project for a consideration of US$ 1.02 million (GBP 0.74 million)
. The Mufulira Project material which is expected to hold similar
characteristics to Project Elephant, is conveniently located near
the processing facilities targeted for Project Elephant.
Placing Details
The Placing is being conducted, subject to the satisfaction of
certain conditions set out in the Appendix to this Announcement,
through an accelerated book-build process (the "Bookbuild" or the
"ABB"), which will be launched immediately following this
Announcement. The number of Placing Shares to be issued in
connection with the Placing will be determined by the Broker, in
consultation with the Company, at the close of the ABB process, and
the results of the Placing will be announced as soon as practicable
thereafter.
The Placing is not being underwritten and the Placing Shares are
not being made available to the public.
The Company is carrying out the Placing to raise c. GBP 30
million, before expenses, by way of a conditional placing of new
ordinary shares at an issue price of 16.03 pence per share.
The Placing Shares, assuming full take-up, will represent
approximately 7.7 % of the Enlarged Issued Share Capital.
WH Ireland Limited is acting as sole broker and placing agent to
the Company and has agreed to use its reasonable endeavours to
procure subscribers for the Placing Shares at the Placing Price
with new and existing investors. The Appendix to this Announcement
(which forms part of this Announcement) contains the detailed terms
and conditions of the Placing.
In connection with the Placing, the Company has entered into the
Placing Agreement with the Broker which contains certain customary
warranties given by the Company with respect to the Company's
business and customary indemnities given by the Company in respect
of liabilities arising out of or in connection with the
Placing.
The Placing is conditional, amongst other things, on:
-- Admission of the Placing Shares becoming effective by no
later than 8.00 a.m. on 21 September 2021 (or such later time and/
or date as the Company and the Broker shall agree, not being later
than 15 October 2021);
-- the delivery by the Company to the Broker of certain
documents required under the Placing Agreement;
-- the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission; and
-- the Placing Agreement not having been terminated by the Broker in accordance with its terms.
The timing for the close of the Bookbuild and allocation of the
Placing Shares shall be at the discretion of the Broker, in
consultation with the Company. The final number of Placing Shares
will be agreed by the Broker and the Company at the close of the
Bookbuild and the result will be announced as soon as practicable
thereafter.
Application will be made to London Stock Exchange plc for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction of the conditions referred to above, it is expected
that Admission will be effective, and dealings in the Placing
Shares will commence, at 8.00 a.m. on 21 September 2021.
The Placing Shares will, when issued, rank pari passu in all
respects with each other and with the existing ordinary shares in
the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of the ordinary shares after the date of issue of the Placing
Shares.
Use of Proceeds
The Company intends that the net proceeds of the Placing will be
used to satisfy the consideration in respect of the Acquisitions
and towards the completion of Project Roan while accelerating the
capitalisation and progress of Project Lechwe and Project
Elephant.
United Kingdom
15 September 2021
**S**
For further information visit www.jubileemetalsgroup.com or contact:
Jubilee Metals Group PLC
Colin Bird/Leon Coetzer
Tel +44 (0) 20 7584 2155 / Tel +27 (0) 11 465 1913
Nominated Adviser - SPARK Advisory Partners Limited
Andrew Emmott/James Keeshan
Tel: +44 (0) 20 3368 3555
Joint Broker - WHIreland
Harry Ansell/Dan Bristowe /Katy Mitchell
Tel: +44 (0) 20 7220 1670
Broker - Shard Capital Partners LLP
Damon Heath/Erik Woolgar
Tel +44 (0) 20 7186 9900
JSE Sponsor - Sasfin Capital (a member of the Sasfin group)
Sharon Owens
Tel +27 (0) 11 809 7500
PR & IR Adviser - Tavistock
Jos Simson/ Gareth Tredway/Charles Vivian
Tel: +44 (0) 207 920 3150
PR & IR Adviser - St Brides Partners
Notes to Editors:
Jubilee Metals Group is a diversified metal recovery business
with a world-class portfolio of projects in South Africa and
Zambia. We create value for all stakeholders through the
transformation of mining liabilities into profitable assets in a
manner that addresses mining's historical footprint and improves
the quality of life for surrounding communities. Our distinguishing
value proposition is our net positive impact on all stakeholders
and the environment.
Our business model focuses on the retreatment and metals
recovery from mine tailings, waste, slag, slurry and other
secondary materials generated from mining operations. In effect,
while extracting maximum financial returns, we responsibly
rehabilitate environments scarred by the surface footprint of
historical mining operations and solving air and water pollution
issues associated with those installations.
The Company's expanding multi-project portfolio provides
exposure to a broad commodity basket including Platinum Group
Metals ('PGMs'), chrome, lead, zinc, vanadium, copper and
cobalt.
Jubilee is listed on the London Stock Exchange's AIM (ticker:
JLP) and the Johannesburg Stock Exchange (ticker: JB).
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
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,
UNLESS OTHERWISE AGREED BY THE BROKER, ("QUALIFIED INVESTORS") AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURES IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND/
OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS
REGULATION (AS IT FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018); AND (II) "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; (III) OR ARTICLE 50 ("CERTIFIED SOPHISTICATED
INVESTORS"); OR (IV) 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, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL
RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF
INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE
GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS.
ACCORDINGLY, 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 ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION OF AN OFFER 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. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN
PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF
ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE
FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
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,
the Republic of Ireland 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 Ireland, the Republic of South
Africa or any other jurisdiction in which such offer, sale, resale
or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) 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 investors who meet the
criteria of professional clients and eligible counterparties, each
defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by the UK Product Governance
Rules (the "UK Target Market Assessment").
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" and/or "distributor" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of: (a) investors who meet
the criteria of professional clients and (b) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU
Target Market Assessment, distributors should note that: the price
of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the Ordinary
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.
Each of the UK Target Market Assessment and the EU Target Market
Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment and the EU Target Market Assessment, Peel Hunt and Shore
Capital will only procure investors who meet the criteria of
professional clients and eligible counterparties each as defined
under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market
Assessment and the EU Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of COBS of MiFID II, as
applicable; 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 Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual 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.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Broker
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued
or acquired. A Placee shall, without limitation, become so bound if
the Broker confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the 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.
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 or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Broker and the Company have entered into a Placing
Agreement, under which the Broker has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for Placing Shares to raise, c.
GBP 30 million in gross proceeds at a price of 16.03 pence per
share (the "Placing Price"). The Placing is not being underwritten
by the Broker or any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
timing of the closing of the Bookbuild, the number of Placing
Shares and allocations are at the discretion of the Broker and a
further announcement confirming these details will be made in due
course.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
Subject to Admission, the Placing Shares will trade on AIM under
"JLP" with ISIN GB0031852162 .
Application for admission to trading
Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares on AIM. Subject to the
Resolutions being passed at the General Meeting, it is expected
that settlement of any such shares and Admission will become
effective on or around 21 September 2021 and that dealings in the
Placing Shares will commence at that time.
Bookbuild
The Broker will today commence an accelerated bookbuilding
process 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 Broker and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as it may, in
its sole discretion, determine.
Participation in, and the principal terms of, the Placing are as
follows:
1. The Broker is arranging the Placing as agent for, and broker of, 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 Broker.
3. The Bookbuild will establish the number of Placing Shares to
be issued at the Placing Price, which will be determined by the
Broker, in consultation with 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, prospective Placees should
communicate their bid by telephone to their usual contact at the
Broker. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for or purchase at the
Placing Price. Bids may be scaled down by the Broker 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 Broker. 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 Broker following the close of the Bookbuild and
a trade confirmation or contract note will be dispatched as soon as
possible thereafter. Oral or emailed confirmation from the Broker
will give rise to an irrevocable, legally binding commitment by
that person (who at that point becomes a Placee), in favour of the
Broker 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 and in accordance with the
Company's articles of association. Except with the Broker'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 Broker may choose
not to accept bids and/or to accept bids, either in whole or in
part, on the basis of allocations determined at its discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as it may determine. The Broker 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) and
will be legally binding on the Placee on behalf of which it is made
and except with the Broker's consent will not be capable of
variation or revocation from the time at which it is submitted.
10. 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".
11. All obligations of the Broker under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
12. 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.
13. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither the Broker nor
any of its 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 and issue of the
Placing Shares to the Placees and the Broker and its affiliates
shall have no liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, neither the
Broker nor any of its affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of the Broker's conduct of the Placing.
Conditions of the Placing
The Broker's obligations under the Placing Agreement in respect
of the Placing Shares are conditional on, inter alia:
14. the application for Admission and all other documents
required to be submitted with the application being delivered to
the London Stock Exchange not later than 5.00 p.m. on 15 September
2021;
15. the delivery by the Company to the Broker of certain
documents required under the Placing Agreement;
16. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
17. the issue and allotment of the Placing Shares, conditional only upon Admission;
18. Admission taking place no later than 8.00 a.m. on 21
September 2021 or such later time as may be agreed between the
Company and the Broker, not being later than 15 October 2021;
and
19. the Placing Agreement not having been terminated by the
Broker in accordance with its terms.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Broker by the respective time or
date where specified (or such later time or date as the Broker may
notify to the Company, being not later than 8.00 a.m. on 15 October
2021 (the "Long Stop Date")); (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
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
The Broker may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for (subject to the Long
Stop Date), compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement save that the condition relating to Admission
taking place may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
Neither the Broker, 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
Broker.
Right to terminate the Placing Agreement
The Broker is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia, if before
Admission:
20. the Company has failed to comply with its obligations under
the Placing Agreement, or with the requirements of any applicable
laws or regulations (including UK MAR and the AIM Rules) in
relation to the Placing;
21. any of the agreements to effect the Transactions is
terminated, rescinded, repudiated or otherwise ceases to be in full
force and effect or any of the parties to such agreements are in
breach of the terms of such agreement;
22. any of the warranties given in the Placing Agreement when
given at the date of the Placing Agreement or as repeated on each
day up to and including Admission or becomes untrue or inaccurate
or misleading in any material respect;
23. there occurs or arises prior to Admission any significant
change or new material matter which the Broker, in its discretion,
determines should be notified to Placees or the Company's
shareholders; or
24. the Broker becomes aware of any change in any national or
international political, military, diplomatic, economic, financial
or market conditions (including disruption to trading on any
relevant stock exchange) or currency exchange rates or exchange
controls or any statutory or regulatory matter which, in the
opinion of the Broker, would have or be likely to have a material
and adverse effect on the Placing or otherwise render the Placing
temporarily or permanently impracticable or inadvisable.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Broker of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of the Broker and that the Broker need not make
any reference to Placees in this regard and that neither the Broker
nor any of its respective affiliates shall have any liability to
Placees whatsoever in connection with any such exercise or failure
so to 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 a prospectus
in the United Kingdom or any equivalent document in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
or the London Stock Exchange in relation to the Placing, 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 (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 not relied on any other information (other than the Exchange
Information), representation, warranty, or statement made by or on
behalf of the Company or the Broker or any other person and neither
the Broker, 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 Broker, 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 Broker 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 Broker, stating the number of Placing Shares allocated to
it at the Placing Price, the aggregate amount owed by such Placee
(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 Broker in accordance with the standing CREST
settlement instructions which they have in place with the
Broker.
Settlement of transactions in the Placing Shares (ISIN:
GB0031852162 ) following Admission will take place within the
system administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Broker reserves
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will take place on 21 September
2021 in accordance with the instructions set out in the contract
note.
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 4 percentage points above the prevailing LIBOR
rate as determined by W.H. Ireland Limited.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Broker 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 Broker'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 and shall indemnify the Broker on demand for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each
Placee confers on the Broker such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which the Broker lawfully takes in pursuance of such sale.
Legal and/or beneficial title in and to any Placing Shares shall
not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that 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 Broker 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 Broker (for itself and on
behalf of the Company):
25. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
26. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
27. that the exercise by the Broker of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of the Broker and the Broker 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 Broker 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;
28. that these terms and conditions represent the whole and only
agreement between it, the Broker and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement and the Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares. Each Placee agrees that neither the
Company, the Broker nor any of their respective officers, directors
or employees will have any liability for any such other
information, representation or warranty, express or implied;
29. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation and Article 5(1) of the Prospectus Regulation
(as it forms part of domestic UK law pursuant to the European Union
(Withdrawal) Act 2018), (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 which has implemented
the Prospectus Regulation or the UK, respectively, other than
Qualified Investors or in circumstances in which the prior consent
of the Broker 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 UK respectively, other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation or the Prospectus
Regulation (as it forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018) (as the case may be) as
having been made to such persons;
30. that neither it nor, as the case may be, its clients expect
the Broker 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 Broker is not acting for it or its clients, and that
the Broker will not be responsible for providing the protections
afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
31. that it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in
the Placing and that it shall not be entitled to rely upon any
material regarding the Placing Shares or the Company (if any) that
the Broker or the Company or any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in
this Announcement and the Exchange Information; nor has it
requested any of the Broker, the Company or any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
32. that it is: (i) unless otherwise agreed in writing with the
Broker, located outside the United States and is not a US person as
defined in Regulation S under the Securities Act (" Regulation S ")
and is subscribing for and/or purchasing the Placing Shares only in
"offshore transactions" as defined in and pursuant to Regulation S,
and (ii) it is not subscribing for and/or purchasing Placing Shares
as a result of any "directed selling efforts" as defined in
Regulation S or by means of any form of "general solicitation" or
"general advertising" as such terms are defined in Regulation D
under the Securities Act;
33. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
34. that neither the Broker or the Company or any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information;
35. that, unless specifically agreed with the Broker, it is not
and was not acting on a non- discretionary basis for the account or
benefit of a person located within the United States at the time
the undertaking to subscribe for and/or purchase Placing Shares was
given and it is not acquiring Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and otherwise in accordance with any applicable securities laws of
any state or jurisdiction of the United States;
36. that it is not a national or resident of Canada, Australia,
the Republic of Ireland, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, the Republic of Ireland, the Republic of
South Africa or Japan and that it will not offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing
Shares in Canada, Australia, the Republic of Ireland, the Republic
of South Africa or Japan or to or for the benefit of any person
resident in Canada, Australia, the Republic of Ireland, the
Republic of South Africa or Japan and each Placee acknowledges that
the relevant exemptions are not being obtained from the Securities
Commission of any province of Canada, that no document has been or
will be lodged with, filed with or registered by the Australian
Securities and Investments Commission or Japanese Ministry of
Finance and that the Placing Shares are not being offered for sale
and may not be, directly or indirectly, offered, sold, transferred
or delivered in or into Canada, Australia, the Republic of Ireland,
the Republic of South Africa or Japan;
37. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
38. 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 (as that term is defined in Regulation
S);
39. that it is entitled to subscribe for and/or purchase 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 Broker 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;
40. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
41. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the Announcement of which it forms part; and (c), if applicable, to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by the Broker;
42. 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(2)(A) to (D) (high net worth companies,
unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c)
Article 50 (Certified Sophisticated Investors); or (d) a person to
whom it is otherwise lawful for this Announcement to be
communicated;
43. that, unless otherwise agreed by the Broker, it is a Qualified Investor;
44. that, unless otherwise agreed by the Broker, 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;
45. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
46. that any money held in an account with the Broker (or its
nominee) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from the Broker's (or its nominee's) money in accordance
with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a
general creditor of the Broker;
47. 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;
48. 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;
49. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
50. that it appoints irrevocably any director of the Broker 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;
51. 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;
52. that the Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Broker nor the Company has considered its particular objectives,
financial situation and needs;
53. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
54. that it will indemnify and hold the Company and the Broker
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 Broker will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Broker and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Broker for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
55. that time shall be of the essence as regards obligations pursuant to this Appendix;
56. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Broker to provide any legal, financial, tax or other
advice to it;
57. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Broker
shall notify it of such amendments;
58. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and UK MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended),the Terrorism Act
2006 and the Money Laundering and Terrorist Financing Regulations
2019 and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 or any
economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union or a regulation adopted by the
United Nations (together, the " Regulations "); and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations and, if making payment
on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Broker such evidence, if any, as to the
identity or location or legal status of any person which the Broker
may request from it in connection with the Placing (for the purpose
of complying with such Regulations or ascertaining the nationality
of any person or the jurisdiction(s) to which any person is subject
or otherwise) in the form and manner requested by the Broker on the
basis that any failure by it to do so may result in the number of
Placing Shares that are to be subscribed for and/or purchased by it
or at its direction pursuant to the Placing being reduced to such
number, or to nil, as the Broker may decide in its absolute
discretion;
59. that it will not make any offer to the public within the
meaning of the Prospectus Regulation of those Placing Shares to be
subscribed for and/or purchased by it;
60. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that 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;
61. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Broker in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
62. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Broker;
63. that the Broker owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
64. that the Broker or its respective affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares;
65. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
66. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Broker 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 each Broker for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Broker.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Broker 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 Broker in the event that any of the
Company and/or the Broker have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Broker
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 or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Broker or by any of its respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Definitions
In this Announcement, the following words and expressions shall
(save where the context otherwise requires) have the following
meanings:
"Admission" the admission of the Placing Shares to
trading on AIM becoming effective in accordance
with the AIM Rules
"AIM" the market of that name operated by the
London Stock Exchange
----------------------------------------------------------
"AIM Rules" the AIM Rules for Companies, published
by London Stock Exchange from time to
time
----------------------------------------------------------
"Announcement" this announcement (including the Appendix
which forms
part of this announcement)
----------------------------------------------------------
"Bookbuild" or "ABB" the accelerated book building to be conducted
by the Broker pursuant to the Placing
Agreement and this Announcement
----------------------------------------------------------
"Broker" W.H. Ireland Limited
----------------------------------------------------------
"EEA" the European Economic Area
----------------------------------------------------------
"Enlarged Issued Share the Ordinary Shares in issue immediately
Capital" following Admission, (assuming that no
Ordinary Shares are issued between the
date of this document and Admission, other
than pursuant to the Placing)
----------------------------------------------------------
"FCA" the Financial Conduct Authority
----------------------------------------------------------
"Group" the Company and its subsidiaries (which
include Jubilee Metals Solutions Limited
and Braemore Platinum Limited) and subsidiary
undertakings
----------------------------------------------------------
"Group Company" a member of the Group
----------------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
----------------------------------------------------------
"Mufulira Participation an additional earnings share of 12% (resulting
Interest" in the Group's ownership of 97% beneficial
interest in the project for a consideration
of US$ 1.02 million (GBP 0.74 million),
as further described in the Announcement
----------------------------------------------------------
"Ordinary Shares" ordinary shares of GBP0.01 each in the
capital of the Company
----------------------------------------------------------
"Participation Interests" (a) the Mufulira Participation Interest
;
(b) the Project Elephant TD52 Participation
Interest ; and
(c) the Project Roan Participation Interest
----------------------------------------------------------
"Placees" a person who has agreed to subscribe for
Placing Shares at the Placing Price
----------------------------------------------------------
"Placing" the proposed placing by the Broker, on
behalf of the Company, of the New Ordinary
Shares on the terms and subject to the
conditions set out in this Appendix and
the Placing Agreement
----------------------------------------------------------
"Placing Agreement" the agreement between the Broker and the
Company in respect of the Placing
----------------------------------------------------------
"Placing Shares" the Ordinary Shares to be allotted and
issued by the Company pursuant to the
Placing
----------------------------------------------------------
"Project Elephant TD52 an additional 23% beneficial interest
Participation Interest" in the TD52 tailings dam portion of the
overall project, increasing Jubilee's
interest to 80.75% for a consideration
value of US$ 8.25 million (GBP 5.9 million)
which includes a US$ 1.3 million (GBP
0.94 million) interest bearing project
loan ceded to Braemore as further described
in the Announcement
----------------------------------------------------------
"Project Roan Participation an additional 20% beneficial interest
Interest" in Project Roan valued up to US$ 15.5
million (GBP 11.2 million) as further
described in the Announcement
----------------------------------------------------------
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA acting in its capacity
as the UK listing authority to receive,
process and disseminate regulatory information
----------------------------------------------------------
"Securities Act" the United States Securities Act of 1933,
as amended
----------------------------------------------------------
"Transactions" Three strategic transactions ("the Transactions")
to further increase Jubilee's beneficial
interests in
* Project Elephant (Kitwe Tailings Project),
* Project Roan (Ndola Tailings Project) and
* Mufulira Tailings Project (collectively, the
"Projects")
----------------------------------------------------------
"UK MAR" the Market Abuse Regulation (2014/596/EU)
(as it forms part of domestic UK law pursuant
to the European Union (Withdrawal) Act
2018)
----------------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
MSCFFFSLASISLIL
(END) Dow Jones Newswires
September 15, 2021 02:00 ET (06:00 GMT)
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