TIDMRBW
RNS Number : 2784E
Rainbow Rare Earths Limited
03 July 2019
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. 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.
FOR IMMEDIATE RELEASE
3 July 2019
Rainbow Rare Earths Limited ("Rainbow" or the "Company") (LSE:
RBW)
Proposed Placing to raise a minimum of GBP4.0 million (US$5.0
million) net of expenses
Rainbow, the high-grade rare earth producer, today announces a
proposed placing by way of an accelerated bookbuild to raise a
minimum of US$5.0 million (net of expenses).
Highlights
-- The Company intends to raise a minimum of US$5.0 million (net
of expenses) through the proposed Placing of new Ordinary Shares
arranged by Arden Partners plc and Turner Pope Investments Limited
(TPI) with new and existing investors at a price of not less than
3p per Placing Share.
-- The Placing will allow the Company to invest in increasing
production growth at its fully operational Gakara Rare Earth
Project in Burundi through the opening of new mining sites
-- Funding will also strengthen the Group's balance sheet by
providing additional stability during the ramp-up of production
from the new mining areas over the coming months
-- Minimum net proceeds will be applied in the following principal areas:
o Purchase of new mining fleet to replace locally rented
equipment
o Development and opening of two new mining areas
o Providing working capital prior to additional mining areas
delivering production
-- Excessive demand for Placing shares will be used for
o Additional drilling campaign focused on larger-scale, lower
grade Kiyenzi area alongside metallurgical testwork focused on
efficient processing of this ore
o Strengthening balance sheet
-- Rainbow's largest shareholder, Pella Ventures Limited (in
which the Company's Chairman, Adonis Pouroulis has a beneficial
interest), is converting its US$700,000 loan, as announced on 7 May
2019, at the Placing Price.
-- Rainbow's Board and management have agreed that a total of
GBP145,789 in fees and deferred cash bonuses which were outstanding
as of 30 June 2019, shall be satisfied by the issue to them of new
Ordinary Shares, determined by reference to the Placing Price, as
well as directly subscribing for at least a further GBP10,000 of
Ordinary Shares by reference to the Placing Price
Completion of the Placing remains subject to a number of
conditions, inter alia, publication of a Prospectus and the
approval by Shareholders of a special resolution to authorise the
issue of new Ordinary Shares (in connection with the Placing, as
well as the other issuances of new Ordinary Shares as set out
above) which will be sought at an extraordinary general meeting of
the Company to be convened for that purpose (the "Extraordinary
General Meeting"), details of which can be found below.
Further details of the Placing
Arden Partners and Turner Pope are acting as joint brokers in
connection with the Placing. Pursuant to the terms of the Placing
Agreement, Arden Partners and Turner Pope are acting as joint
bookrunners in connection with the Placing.
The Placing, which will be undertaken by way of an accelerated
bookbuild, will be launched immediately following the release of
this Announcement and will be made available to eligible existing
Shareholders and new institutional investors. The timing of the
closing of the Bookbuilding Process will be at the sole discretion
of the Joint Bookrunners. The completion of the Bookbuilding
Process containing details of the Placing Price and the number of
Placing Shares will be announced as soon as practicable.
The obligations of the Joint Brokers pursuant to the Placing
Agreement remain subject to the terms and satisfaction of certain
conditions set out in the appendix (the "Appendix") to this
Announcement. The Placing is not underwritten.
Under the terms of the Placing, the Company intends to place the
Placing Shares with eligible existing Shareholders and new
institutional and High net worth investors. The Placing is not
being made generally available to members of the public.
By choosing to participate in the Placing and by making an oral
legally-binding offer to acquire Placing Shares, investors will be
deemed to have read and understood this Announcement in its
entirety, including the Appendix, and to be making such offer on
the terms and subject to the conditions contained herein and to be
making the representations, warranties, undertakings and
acknowledgements contained in the Appendix.
The Placing Shares, when issued, will be 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 declared, made or paid after the date of issue.
Following publication of the Prospectus and the passing of a
special resolution at the Extraordinary General Meeting,
application will be made for Admission.
If the special resolution is not approved at the Extraordinary
General Meeting, the Placing will not be able to proceed, in which
case the Company would require up to approximately US$5 million
(GBP4.0 million) net of expenses to make up the shortfall required
for the Company to have sufficient working capital for at least the
next twelve months following the expected date of the Prospectus,
and to deliver the stated production strategy.
Admission is expected to take place on or around 8.00 a.m. on 22
July 2019 and settlement is expected to occur on or around 22 July
2019. The Placing is conditional on, inter alia, the Placing
Agreement becoming unconditional in all respects and not being
terminated and Admission becoming effective on or before 8.00 a.m.
on 22 July 2019 (or such later time and/or date as the Company, and
the Joint Brokers may agree).
The Appendix sets out further information relating to the
Placing and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular,
investors should read and understand the information provided in
the "Important Notices" section of this Announcement and the
detailed terms, conditions and additional information relating to
the Placing described in the Appendix.
Circular and notice of Extraordinary General Meeting
A circular containing details and notice of the Extraordinary
General Meeting, to be held on 19 July 2019 to, inter alia, pass
the resolutions required to enable the Company to issue the New
Ordinary Shares (including the Placing Shares), is expected to be
published and despatched to Shareholders today. Following its
publication, the circular will be available on the Company's
website www.rainbowrareearths.com.
Background to and reasons for the Placing
Rainbow's focus is the Gakara Project, one of the highest-grade
(47%-67% total rare earth oxide) rare earths projects globally. The
Company listed on the London Stock Exchange in January 2017 with
the intention to fast-track the fully permitted Gakara Project to
production ahead of targeted first sales of concentrate by the end
of 2017. This was achieved on time and followed by concentrate
production increasing during 2018 with 475 tonnes of concentrate
sold between January and June 2018; and 650 tonnes of concentrate
sold between July and December 2018. Rainbow has a ten-year
distribution and offtake agreement with multinational thyssenkrupp
Materials Trading secured for the sale of up to 10,000tpa
concentrate produced.
The Gakara basket is weighted heavily towards the magnet rare
earths, including neodymium and praseodymium, which are driving
demand and account for approximately 70% of annual global rare
earth element sales due to their use in vital components in motors,
generators, wind turbines, and electric vehicles.
In both January and May 2019, the Company announced that
production of concentrate had fallen behind initial expectation and
remained challenging. Rainfall during the six months to March 2019
disrupted mining operations as the locally-rented haul trucks
available proved incapable of performing in wet conditions which
limited waste stripping and dumping. The replacement of the
inadequate rented machines with newer more suitable models is a
critical component in Rainbow's plans to address mining performance
issues.
The Gakara Project provides Rainbow with the unique combination
of extracting extremely high-grade ore, allowing for a short and
foreseeable path to positive cash flows, as well as a high volume
deposit at Kiyenzi indicating significant long-term opportunity for
further exploration in our concession area. The Company has
therefore developed a strategy to operate additional mining areas
in order to de-risk the fluctuations caused by operating at a
limited scale and to deliver profitability.
Utilising the net Placing proceeds, the Company will swiftly
move to secure new mining fleet capable of working efficiently in
Burundi's conditions and to develop mining operations at the
Kiyenzi and Gomvyi Centre areas. As previously announced, the
Company expects both areas to be in operation in the latter half of
calendar 2019. A further new mining area is planned to be in
operation in 2020, to replace Gasagwe which, as originally planned,
is expected to reach the end of its life in the next 12 months. It
is the Company's intention that a minimum of four pits are in
operation continuously to smooth individual pit production
variances.
The Company's 2018 exploration campaign revealed a previously
unknown larger low-grade area at Kiyenzi. It is now proposed to
conduct a much larger drilling and exploration campaign on this
area with the intention of being able to define a multi-million
tonne resource. In addition, further laboratory testing is required
on the full extent of all 2018 drill core in order to identify any
previously unconsidered rare earth mineralisation, alongside
metallurgical testing to best identify the appropriate processing
route for this lower-grade ore.
The Board therefore believes this placement will deliver long
term value for existing and new Shareholders.
Current trading and prospects
As announced by the Company on 7 May 2019, production from the
existing two mining areas, Gasagwe and Murambi, during the first
part of the year was disappointing and principally caused by issues
related to poor quality locally-rented machinery which proved
incapable of operating efficiently in wet conditions.
Although Burundi's dry season has now commenced, enabling a much
more consistent rate of operational activity from the existing
rented fleet, there is inevitably a backlog of waste removal to be
completed before Gasagwe and Murambi are operating at normal
production levels. This will be the focus for July and August prior
to utilising any new machinery due to be purchased with the
proceeds of the Placing, which is expected to be on site prior to
the next rainy season in Burundi. Total concentrate production in
the year to 30 June 2019 was 800 tonnes, as forecast in early
May.
The prices for separated rare earth materials rose sharply in
May and June 2019 following the imposition by Chinese authorities
of a ban on imported rare earth production from Myanmar (a
proportion of which was rumoured to be illegal Chinese production)
and following announcements by China that it might consider seeking
ways to restrict or ban exports of certain rare earths products as
part of the well-publicised 'trade war' with the USA.
As at 3 July 2019 the reference 'basket price' for Rainbow's
concentrate was estimated to be US$11.83/kg, which has increased
14% since 1 May 2019. Rainbow has direct exposure to these
increasing prices through the structure of its Distribution and
Offtake Agreement with ThyssenKrupp Materials Trading, which
references the published prices for separated rare earth oxides.
Rainbow takes an approximately 70 per cent. discount to published
prices on its concentrate.
Use of proceeds
The minimum net proceeds of the Placing shall be used as
follows:
-- purchase of new mining fleet to replace and expand the
capacity of the existing rented equipment and to allow for
additional mining areas (US$1.8 million (GBP1.4 million));
-- mine development and exploration costs to bring additional
mining areas into production (US$1.6 million (GBP1.3 million));
-- working capital for operational and corporate purposes during
the development period of the two new pits (US$1.6 million (GBP1.3
million));
To the extent that funds are raised in excess of the minimum
amount, the Company may use the excess for either or both of:
-- enhanced drilling and exploration work across the Gakara
Project, including the lower grade area at Kiyenzi but also
additional high-grade vein areas;
-- restructuring of the balance sheet by reducing debt/creditors.
The Placing Agreement
Pursuant to the Placing Agreement, the Joint Brokers have agreed
to use their respective reasonable endeavours as the placing agents
of the Company to procure subscribers for the Placing Shares at the
Placing Price.
The Placing Agreement provides, inter alia, for payment by the
Company to the Joint Brokers of commissions based on the number of
Placing Shares placed by the Joint Brokers multiplied by the
Placing Price.
Pursuant to the Placing Agreement, the Company has given the
Joint Brokers certain warranties, representations and undertakings
as to the business and operations of the Group as well as the share
capital of the Company, including the Placing Shares. The Company
has also agreed to indemnify the Joint Brokers for certain loss and
in respect of claims which may arise out of the Placing. The
Placing Agreement may be terminated in customary circumstances,
including in the event of a material adverse change in the
financial markets or the circumstances of the Group.
The Company will bear all other expenses of, and incidental to,
the Placing including the fees of the London Stock Exchange,
registrars' fees, all legal and accounting fees incurred by the
Company and the Joint Brokers and all relevant stamp duty and other
taxes and duties payable. The Placing is not being underwritten by
the Joint Brokers.
The terms and conditions of participation in the Placing are set
out in the Appendix.
Conversion and Subscriptions by Directors
On 7 May 2019 Rainbow announced that it had entered into a
convertible loan facility of US$700,000 with its largest
shareholder, Pella Ventures Limited, in which the Company's
Chairman Adonis Pouroulis has a beneficial interest. The terms of
the convertible loan facility allow for Rainbow to convert the
balance and any outstanding interest into new Ordinary Shares at
the same price as any equity fundraising and consequently Rainbow
will issue new Ordinary Shares to Pella Ventures Limited following
completion of the Placing (such number being determined by
reference to the Placing Price) in full satisfaction of the Pella
Convertible Loan.
Alex Lowrie who is a director of the Company have indicated that
he intends to subscribe for GBP10,000 at the Placing Price.
In addition, the Board of Directors and certain Senior Managers
of the Company have agreed to accept new Ordinary Shares at the
Placing Price in lieu of outstanding fees and deferred cash bonuses
in the following amounts:
Name Position Amount GBP
Adonis Pouroulis Chairman 14,167
Shawn McCormick Non-Executive Director 9,167
Atul Bali Non-Executive Director 9,167
Robert Sinclair Non-Executive Director 9,167
Martin Eales CEO 35,477
Jim Wynn CFO 25,341
Gilbert Midende Director General, Burundi 24,094
Cesare Morelli Technical Director 19,209
TOTAL 145,789
Expected Timetable of Events
Announcement of the Placing and Bookbuild commences 3 July 2019
Announcement of the closing of the Placing and Bookbuild 3 July 2019
Publication of Prospectus On or around 10 July 2019
EGM of the Company 19 July 2019
Admission and commencement of dealings in the New Ordinary Shares (including On or around 8.00 a.m. on 22 July 2019
the Placing Shares)
on the Official List
New Ordinary Shares credited to CREST members' accounts 22 July 2019
Despatch of definitive share certificates in certificated form within 10 business days of Admission
Each of the times and dates above refer to London time and are
subject to change by the Company. Any such change will be notified
to Shareholders by an announcement through a Regulatory Information
Service.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
"Definitions" below save that any capitalised term defined in the
Appendix shall have such meaning in the Appendix to the exclusion,
in the Appendix only, of any definition of such term elsewhere in
this Announcement.
For further information, please contact:
Rainbow Rare Earths Ltd Martin Eales Tel: +44 (0) 20
3910 4550
Arden Partners plc Paul Shackleton Tel: +44 (0) 20
(corporate) 7614 5900
Mark Pilcher
(Dealing desk)
----------------- ----------------
Turner Pope Investments James Pope Tel: +44 (0) 20
Limited 3621 4120
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St Brides Partners Ltd Priit Piip Tel: +44 (0) 20
Isabel de Salis 7236 1177
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IMPORTANT NOTICES
NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE MADE,
DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE UNITED
STATES OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS EXCEPT IN
COMPLIANCE WITH APPLICABLE SECURITIES LAWS. ANY FAILURE TO COMPLY
WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF THESE JURISDICTIONS. THE RELEASE, PUBLICATION OR
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW AND THEREFORE PERSONS IN SUCH JURISDICTIONS INTO
WHICH THIS ANNOUNCEMENT IS RELEASED, PUBLISHED OR DISTRIBUTED
SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTIONS.
PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES)
WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY
OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING
ANY ACTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR
PURCHASE, ANY SECURITIES IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA,
THE UNITED STATES OR IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMED (THE "US SECURITIES ACT"), OR WITH ANY SECURITIES
REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES, AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT TO CERTAIN INVESTORS
IN RELIANCE ON AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THERE
WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS FOR THE PURPOSES OF
DIRECTIVE 2003/71/EC AS AMED (INCLUDING AMMENTS BY DIRECTIVE
2010/73/EU, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE)
(THE "PROSPECTUS DIRECTIVE"). INVESTORS SHOULD NOT SUBSCRIBE FOR OR
PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON
THE BASIS OF INFORMATION ABOUT THE COMPANY THAT IS PUBLICLY
AVAILABLE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMATION
CONCERNING THE PLACING.
THIS ANNOUNCEMENT IS NOT AN INVITATION NOR IS IT INTED TO BE AN
INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY FOR THE PURPOSE OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMED)
OF THE UNITED KINGDOM ("FSMA"). THIS ANNOUNCEMENT IS DIRECTED AT
AND IS ONLY BEING DISTRIBUTED TO: (A) PERSONS IN MEMBER STATES OF
THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE
("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE
HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR
PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN
ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS
DEFINED IN SECTION 86 OF FSMA AND (C) OTHERWISE, TO PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS
ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY. APART FROM THE RESPONSIBILITIES AND
LIABILITIES, IF ANY, WHICH MAY BE IMPOSED ON THE JOINT BROKERS BY
FSMA, NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL
BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR
LIABILITY IS OR WILL BE ACCEPTED BY THE JOINT BROKERS OR BY ANY OF
THEIR RESPECTIVE AFFILIATES OR AGENTS AS TO OR IN RELATION TO, THE
ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN
OR ORAL INFORMATION MADE OR PURPORTED TO BE MADE AVAILABLE BY ANY
JOINT BROKER OR ON BEHALF OF ANY JOINT BROKER, THE COMPANY, ITS
DIRECTORS OR ANY OTHER PERSON, IN CONNECTION WITH THE COMPANY, THE
PLACING OR THE PLACING SHARES. EACH OF THE JOINT BROKERS
ACCORDINGLY DISCLAIMS ALL AND ANY LIABILITY WHATSOEVER, WHETHER
ARISING IN TORT, CONTRACT OR OTHERWISE (SAVE AS REFERRED TO ABOVE),
WHICH IT MIGHT OTHERWISE HAVE IN RESPECT OF THIS ANNOUNCEMENT OR
ANY SUCH STATEMENT.
EACH JOINT BROKER IS AUTHORISED AND REGULATED IN THE UNITED
KINGDOM BY THE FCA AND IS ACTING FOR THE COMPANY IN CONNECTION WITH
THE PLACING AND NO ONE ELSE AND WILL NOT BE RESPONSIBLE TO ANYONE
OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO
ITS CLIENTS NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING,
THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT
OR OTHER MATTER REFERRED TO HEREIN.
THIS ANNOUNCEMENT MAY NOT BE COPIED, DISTRIBUTED, REPRODUCED OR
PASSED ON, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR
DISCLOSED BY ANY RECIPIENT, TO ANY OTHER PERSON (WHETHER WITHIN OR
OUTSIDE SUCH PERSON'S ORGANISATION OR FIRM) OR PUBLISHED IN WHOLE
OR IN PART, FOR ANY PURPOSE OR UNDER ANY CIRCUMSTANCES.
CERTAIN STATEMENTS AND MATTERS DISCUSSED IN THIS ANNOUNCEMENT
MAY CONSTITUTE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING
STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS AND MAY BE
IDENTIFIED BY WORDS SUCH AS "AIM", "ANTICIPATE", "BELIEVE",
"CONTINUE", "ESTIMATE", "EXPECT", "INT", "MAY", "SHOULD",
"STRATEGY", "WILL" AND WORDS OF SIMILAR MEANING, INCLUDING ALL
MATTERS THAT ARE NOT HISTORICAL FACTS. THE FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT ARE BASED UPON VARIOUS ASSUMPTIONS,
MANY OF WHICH ARE BASED, IN TURN, UPON FURTHER ASSUMPTIONS.
ALTHOUGH THE COMPANY BELIEVES THAT THESE ASSUMPTIONS WERE
REASONABLE WHEN MADE, THESE ASSUMPTIONS ARE INHERENTLY SUBJECT TO
SIGNIFICANT KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, CONTINGENCIES
AND OTHER IMPORTANT FACTORS WHICH ARE DIFFICULT OR IMPOSSIBLE TO
PREDICT AND ARE BEYOND ITS CONTROL. THESE STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED
BY SUCH FORWARD-LOOKING STATEMENTS. GIVEN THESE RISKS AND
UNCERTAINTIES, PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS. NONE OF THE FUTURE
PROJECTIONS, ESTIMATES, EXPECTATIONS OR PROSPECTS IN THIS
ANNOUNCEMENT SHOULD BE TAKEN AS FORECASTS OR PROMISES NOR SHOULD
THEY BE TAKEN AS IMPLYING ANY INDICATION, ASSURANCE OR GUARANTEE
THAT THE ASSUMPTIONS ON WHICH SUCH FUTURE PROJECTIONS,
EXPECTATIONS, ESTIMATES OR PROSPECTS HAVE BEEN PREPARED ARE CORRECT
OR EXHAUSTIVE, OR IN THE CASE OF ASSUMPTIONS, FIRSTLY STATED IN THE
ANNOUNCEMENT.
THE INFORMATION, OPINIONS AND FORWARD-LOOKING STATEMENTS
CONTAINED IN THIS ANNOUNCEMENT SPEAK ONLY AS AT ITS DATE AND ARE
SUBJECT TO CHANGE WITHOUT NOTICE. EXCEPT AS REQUIRED BY THE FCA,
THE LONDON STOCK EXCHANGE OR APPLICABLE LAW, THE COMPANY UNDERTAKES
NO OBLIGATION TO UPDATE OR REVISE PUBLICLY ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS
OR OTHERWISE. THE JOINT BROKERS AND THEIR RESPECTIVE AFFILIATES
EXPRESSLY DISCLAIM ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW
OR REVISE ANY FORWARD-LOOKING STATEMENT CONTAINED IN THIS
ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.
ANY INDICATION IN THIS ANNOUNCEMENT OF THE PRICE AT WHICH
ORDINARY SHARES HAVE BEEN BOUGHT OR SOLD IN THE PAST CANNOT BE
RELIED UPON AS A GUIDE TO FUTURE PERFORMANCE. PAST PERFORMANCE IS
NO GUIDE TO FUTURE PERFORMANCE AND PERSONS NEEDING ADVICE SHOULD
CONSULT AN INDEPENT FINANCIAL ADVISER. NO STATEMENT IN THIS
ANNOUNCEMENT IS INTED TO BE A PROFIT FORECAST AND NO STATEMENT IN
THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS PER
SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS
WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS
PER SHARE OF THE COMPANY. THE PLACING SHARES AND THE INCOME FROM
THEM MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE
FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
NEITHER THE CONTENTS OF THE COMPANY'S WEBSITE (OR ANY OTHER
WEBSITE) NOR THE CONTENTS OF ANY WEBSITE ACCESSIBLE FROM HYPERLINKS
ON THE COMPANY'S WEBSITE (OR ANY OTHER WEBSITE) ARE INCORPORATED
INTO, OR FORMS PART OF, THIS ANNOUNCEMENT.
ALL TIMES AND DATES IN THIS ANNOUNCEMENT MAY BE SUBJECT TO
AMMENT. THE RELEVANT JOINT BROKER SHALL NOTIFY THE PLACEES AND ANY
PERSON ACTING ON BEHALF OF THE PLACEES OF ANY CHANGES.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. BY
PARTICIPATING IN THE BOOKBUILD AND THE PLACING, PLACEES WILL BE
DEEMED TO HAVE READ AND UNDERSTOOD THIS ANNOUNCEMENT IN ITS
ENTIRETY, TO BE PARTICIPATING, MAKING AN OFFER AND SUBSCRIBING FOR
PLACING SHARES ON THE TERMS AND CONDITIONS CONTAINED HEREIN AND TO
BE PROVIDING THE REPRESENTATIONS, WARRANTIES, INDEMNITIES,
ACKNOWLEDGEMENTS AND UNDERTAKINGS CONTAINED HEREIN.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF THE SUBSCRIPTION FOR PLACING
SHARES.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY, AND IS THE SOLE
RESPONSIBILITY, OF THE COMPANY. THE PERSON RESPONSIBLE FOR
ARRANGING RELEASE OF THE INFORMATION ON BEHALF OF THE COMPANY IS
MARTIN EALES. 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 ARDEN OR TURNER POPE OR BY ANY
OF THEIR RESPECTIVE AFFILIATES OR AGENTS AS TO OR IN RELATION TO,
THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER
WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE
TO ANY INTERESTED PARTY OR ITS ADVISERS, AND ANY LIABILITY
THEREFORE IS EXPRESSLY DISCLAIMED.
INFORMATION TO DISTRIBUTORS
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMED ("MIFID II"); (B) ARTICLES 9 AND 10
OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID
II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II
PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH
ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT
GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO,
THE PLACING SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS,
WHICH HAS DETERMINED THAT THE PLACING SHARES ARE: (I) COMPATIBLE
WITH AN TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET
THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES,
EACH AS DEFINED IN MIFID II; AND (II) ELIGIBLE FOR DISTRIBUTION
THROUGH ALL DISTRIBUTION CHANNELS AS 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 REQUIREMENT OF ANY
CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN RELATION
TO THE PLACING. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE
TARGET MARKET ASSESSMENT, THE JOINT BROKERS 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 RECOMMATION TO ANY INVESTOR
OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER
ACTION WHATSOEVER IN RESPECT TO THE PLACING SHARES.
EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE PLACING SHARES AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT IS NOT AN INVITATION NOR IS IT INTED TO BE AN
INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY FOR THE PURPOSE OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMED)
OF THE UNITED KINGDOM ("FSMA"). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX ARE DIRECTED AT AND IS ONLY BEING
DISTRIBUTED TO: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES
OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND
(II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF FSMA AND
(C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON
SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. 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.
BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE
THAT YOU ARE A RELEVANT PERSON. THIS APPIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES OF
THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA AND SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING
SHARES IN AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY
AUTHORITY IN ANY STATE OF THE UNITED STATES, AND ARE BEING OFFERED
AND SOLD OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S
UNDER THE US SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE
PLACING SHARES IN THE UNITED STATES.
THE PLACING SHARES HAVE NOT BEEN RECOMMED, APPROVED OR
DISAPPROVED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES. FURTHER,
THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON ORORSED THE MERITS
OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE PLACING AND/OR
ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. PERSONS (INCLUDING,
WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL
OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS APPIX OR THE
ANNOUNCEMENT OF WHICH IT FORMS PART SHOULD SEEK APPROPRIATE ADVICE
BEFORE TAKING ANY ACTION.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, ARDEN, TURNER POPE OR
ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF
THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS
ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING
TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND EACH OF ARDEN
AND TURNER POPE TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
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. BY PARTICIPATING
IN THE BOOKBUILD AND THE PLACING, PLACEES WILL BE DEEMED TO HAVE
READ AND UNDERSTOOD THIS ANNOUNCEMENT IN ITS ENTIRETY, TO BE
PARTICIPATING, MAKING AN OFFER AND SUBSCRIBING FOR PLACING SHARES
ON THE TERMS AND CONDITIONS CONTAINED HEREIN AND TO BE PROVIDING
THE REPRESENTATIONS, WARRANTIES, INDEMNITIES, ACKNOWLEDGEMENTS AND
UNDERTAKINGS CONTAINED HEREIN.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF THE SUBSCRIPTION FOR PLACING
SHARES.
Participation in the Placing is available, and is and may be
made, in or from within the Bailiwick of Guernsey, only:
(a) by persons licensed to do so (or permitted by way of
exemption) under the Protection of Investors (Bailiwick of
Guernsey) Law, 1987 (as amended) (the "POI Law"); or
(b) by non-Guernsey bodies who (a) carry on such promotion in a
manner in which they are permitted to carry on promotion in or from
within, and under the law of certain designated countries or
territories which, in the opinion of the Guernsey Financial
Services Commission ("GFSC"), afford adequate protection to
investors and (b) meet the criteria specified in section 29(c) of
the POI Law; or
(c) to persons licensed under the POI Law, the Banking
Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance
Business (Bailiwick of Guernsey) Law, 2002, the Insurance Managers
and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 or
the Regulation of Fiduciaries, Administration Businesses and
Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 by
non-Guernsey bodies who (a) carry on such promotion in a manner in
which they are permitted to carry on promotion in or from within,
and under the law of certain designated countries or territories
which, in the opinion of GFSC, afford adequate protection to
investors and (b) meet the criteria specified in section 29(cc) of
the POI Law; or
(d) as otherwise permitted by the GFSC.
The Placing Shares are not available in or from within the
Bailiwick of Guernsey other than in accordance with the above
paragraphs and must not be relied upon by any person unless made or
received in accordance with such paragraphs.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to subscribe for
Placing Shares, including any individuals, funds or others on whose
behalf a commitment to subscribe for Placing Shares is given (and
who shall be included within the definition of "Placees") will (i)
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety; and (ii) be making such offer on
the terms and conditions contained in this Appendix, including
being deemed to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided)
the representations, warranties, acknowledgements and undertakings
set out herein.
In particular, each such Placee represents, warrants and
acknowledges to the Company and the Joint Brokers that:
1. it is a Relevant Person (as defined in the Announcement
above) and undertakes that it will subscribe for, acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
2. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are acquired will be
outside the United States acquiring the Placing Shares in an
"offshore transaction" as defined in, and in compliance with,
Regulation S; and
3. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of the Joint Brokers has
been given to each such proposed offer or resale.
The Company and the Joint Brokers will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any Exchange
Information (as defined below) previously published by the Company.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement and all such Exchange Information is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company or the Joint Brokers or any other person and none of the
Joint Brokers or 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.
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. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Brokers have today entered into the Placing Agreement
with the Company under which they have agreed as agents for the
Company to use their respective reasonable endeavours to procure
Placees to take up the Placing Shares, on the terms and subject to
the conditions set out therein, at a price and at a number to be
determined following the Bookbuild.
The Placing Shares will, when issued, 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 declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all pre-emption rights, claims, liens,
charges, encumbrances and equities.
Applications for admission to listing and trading
Applications will be made to the FCA for Admission. It is
expected that Admission of the Placing Shares will become effective
at or around 8:00 a.m. on 22 July 2019 and that dealings in the
Placing Shares will commence at that time. The Placing is
conditional on, among other things, the publication of the
Prospectus and the passing of a special resolution, approving the
issue of the New Ordinary Shares (including the Placing Shares) at
the Extraordinary General Meeting.
Bookbuild
The Joint Brokers will today commence the Bookbuild to determine
demand for participation in the Placing by Placees. 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 Joint Brokers 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.
Principal terms of the Placing
1. The Joint Brokers are arranging the Placing severally, and
not jointly or jointly and severally, as Joint Brokers and agents
of the Company. Participation will only be available to persons who
may lawfully be, and are, invited to participate by any of the
Joint Brokers. Each of the Joint Brokers and their respective
affiliates are entitled to enter bids as principal in the
Bookbuild.
2. Following the Bookbuild, the Joint Brokers, in agreement with
the Company, will establish the Placing Price payable to the Joint
Brokers by all Placees whose bids are successful. The Placing Price
and the aggregate proceeds to be raised through the Placing will be
agreed between the Joint Brokers and the Company following
completion of the Bookbuild and will be recorded in the terms of
subscription (the "Terms of Subscription"). The Placing Price and
the number of Placing Shares to be issued will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at one of the Joint
Brokers. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire at the Placing Price which
is ultimately established by the Company and the Joint Brokers or
at prices up to a price limit specified in its bid. Bids may be
scaled down by the Joint Brokers on the basis referred to in
paragraph 6 below.
4. The Bookbuild is expected to close no later than 9.00 p.m.
(London time) on 3 July 2019 but may be closed earlier or later at
the discretion of the Joint Brokers. The Joint Brokers may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right to reduce or
seek to increase the amount to be raised pursuant to the Placing in
its discretion.
5. Each prospective Placee's allocation and commitment will be
confirmed to Placees orally by the relevant Joint Broker as soon as
practicable following the close of the Bookbuild, and a contract
note or electronic trade confirmation will be dispatched as soon as
possible thereafter. The terms of this Appendix will be deemed
incorporated therein. The relevant Joint Broker's oral confirmation
to such Placee will constitute an irrevocable legally binding
commitment upon the Placee concerned in favour of such Joint Broker
and the Company under which such Placee agrees to subscribe for the
number of Placing Shares allocated to it and to pay the relevant
Placing Price on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's corporate
documents. Each Placee's obligations will be owed to the
Company.
6. Subject to paragraphs 3 to 5 above, the Joint Brokers will,
in effecting the Placing, consult with the Company as to the
identity of the Placees and the basis of allocation of the Placing
Shares provided, however, that the final decision as to the
identity of the Placees and the basis of allocation of the Placing
Shares shall be for the Joint Brokers in their absolute discretion.
The Joint Brokers may also, notwithstanding paragraphs 3 to 5
above, subject to the prior consent of the Company (i) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time.
7. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Joint Broker's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Joint Broker, to pay it (or as it
may direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares that such Placee has
agreed to subscribe for and the Company has agreed to allot and
issue to that Placee.
8. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Brokers 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.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time on the basis explained below
under the paragraph entitled "Registration and Settlement".
10. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver 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 "Termination of the Placing".
11. By participating in the Bookbuild, 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.
12. To the fullest extent permissible by law, neither the Joint
Brokers, the Company nor any of their respective affiliates,
agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither the Joint Brokers, the Company nor any of their respective
affiliates shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
the Joint Brokers' conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Joint Brokers, their
respective affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The Joint Brokers' obligations under the Placing Agreement are
conditional on, inter alia:
(a) the Prospectus being approved pursuant to the Prospectus
Rules by the FCA not later than 6.00 p.m. on 10 July 2019 (or such
later time and/or date as the Company and the Joint Brokers may
agree;
(b) Admission occurring not later than 8:00 a.m. London time on
22 July 2019 (or such later time and/or date as the Joint Brokers
and the Company may agree in writing);
(c) the passing of the special resolution (without amendment) at
the Extraordinary General Meeting on 19 July 2019 (or, with the
Joint Brokers' written consent (such consent not to be unreasonably
withheld or delayed), at any adjournment thereof);
(d) the representations, warranties, undertakings and covenants
of the Company contained in the Placing Agreement being true,
accurate and complete on and as of the date of the Placing
Agreement, as at the time of execution of the Terms of Subscription
and immediately before Admission;
(c) the Company having complied with all of its obligations to
be performed or satisfied under the Placing Agreement on or before
Admission;
(d) the Terms of Subscription having been executed and delivered
by the Company and the Joint Brokers;
(e) the publication of the results of the Placing on a
Regulatory Information Service as soon as practicable after the
execution of the Terms of Subscription and in any event by not
later than 5:00 p.m. London time on 3 July 2019 (or such later time
and/or date as the Joint Brokers and the Company may agree in
writing);
(f) a minimum of US$5.0 million (net of expenses) being raised
by the Company pursuant to the Placing; and
(g) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled or (where
applicable) waived by the Joint Brokers by the respective time or
date where specified (or such later time or date as the Company and
the Joint Brokers may agree) or (ii) the Placing Agreement is
terminated in the circumstances specified below under the paragraph
entitled "Termination of the Placing", 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 it or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
The Joint Brokers may, at their discretion and upon such terms
as they think fit, waive fulfilment of all or any conditions in the
Placing Agreement or extend the time provided for fulfilment of any
such conditions in respect of all or any part of the performance
thereof, save that the above conditions relating, inter alia, to
Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
None of the Joint Brokers shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it may make as to whether or
not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision they may make
as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
the Joint Brokers.
Termination of the Placing
The Joint Brokers are entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with the terms of the
Placing Agreement in certain circumstances, including, inter alia
if any of the following occurs:
(a) any matter or circumstance arises as a result of which it is
reasonable to expect that any of the conditions to the Placing
Agreement will not be satisfied at the required time(s) (if any)
and continue not to be satisfied as at Admission;
(b) any of the warranties was when given at the date of the
Placing Agreement, or is when repeated, untrue, inaccurate or
misleading;
(c) any material adverse effect or change in or affecting, or
any development reasonably likely to give rise to or involve a
material adverse change, in or affecting, the condition (financial,
operational, legal or otherwise) or in the earnings, results of
operations, business affairs, management, properties, assets,
rights, operations, solvency, credit rating, prospects or funding
position of the Company and the Company and its subsidiaries and
subsidiary undertakings (the "Group") whether or not arising in the
ordinary course of business; or
(d) the occurrence or, in the opinion of any Joint Broker, it
being reasonably likely that there will occur:
(i) any material adverse change in the financial markets in the
United States, the United Kingdom, Guernsey, any member or
associate member of the European Union or the international
financial markets;
(ii) a suspension or material limitation in the trading in
securities by the London Stock Exchange or the New York Stock
Exchange or the fixing of minimum or maximum prices for trading or
maximum ranges for prices of securities being required by any said
exchanges or by such system or by order of any governmental
authority or the occurrence of a material disruption in commercial
banking or securities settlement or clearance services in the
United States or the European Union;
(iii) any actual or officially announced change in the United
Kingdom or Guernsey or any other taxation that would have a
materially adverse effect on any member of the Group, the
allotment, issue or delivery of the Placing Shares or any
imposition of exchange controls by the United States, United
Kingdom, Guernsey or any member or associate member of the European
Union;
(iv) a banking moratorium declared by the authorities in the
United States, the United Kingdom, Guernsey, New York or a member
or associate member of the European Union; or
(v) any event which in the opinion of any Joint Broker, would
make it impracticable or inadvisable to market the Placing Shares
or to enforce contracts for sale of the Ordinary Shares or which
may prejudice the success of the Placing or dealings in the Placing
Shares in the secondary market.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by any Joint Broker of any right of termination or of any
other discretion under the Placing Agreement shall be within the
absolute discretion of the relevant Joint Broker and that it need
not make any reference to Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above and
under the paragraph entitled "Conditions of the Placing" above, and
its participation will not be capable of rescission or termination
by it after oral confirmation by the Joint Brokers of its
allocation and commitments following the close of the
Bookbuild.
Lock-up arrangements
As part of the Placing, the Company has agreed that it will not
issue any Ordinary Shares for a period of 180 days after Admission
without the prior written consent of the Joint Brokers. This
lock-up arrangement is subject to (i) the customary exception of
the issue of the Company of the Placing Shares and the issue by the
Company of any Ordinary Shares upon the exercise of any existing
options and warrants, including any options or restricted share
grants under the Company's share option scheme and (ii) the issue
by the Company of Ordinary Shares in connection with an acquisition
of shares or assets by the Company.
Registration and settlement
Each Placee allocated Placing Shares in the Placing will be sent
a contract note or electronic trade confirmation in accordance with
the standing arrangements in place with the relevant Joint Broker
stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee to the Joint Broker
and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place
with the relevant Joint Broker.
Settlement of transactions in the Placing Shares (ISIN:
GG00BD59ZW98) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to be on 22 July 2019 on a T+3 basis in accordance with
the instructions set out in the contract note or electronic trade
confirmation sent to Placees unless otherwise notified by the Joint
Brokers. Settlement will be on a delivery versus payment basis.
However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and the Joint Brokers may
agree that the Placing Shares should be issued in certificated
form. The Company and the Joint Brokers reserve the right to
require settlement for and delivery of the Placing Shares to
Placees by such other means that they deem necessary if delivery or
settlement is not practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
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 prevailing LIBOR
as determined by the Joint Brokers.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Brokers may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Joint Brokers' account and
benefit, 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 taxes or duties (together with any
related interest, fines or penalties) imposed in any jurisdiction
which may arise upon the sale of such Placing Shares on such
Placee's behalf.
When a Placee or person acting on behalf of the Placee is
dealing with any of the Joint Brokers, any money held in an account
with any of the Joint Brokers on behalf of the Placee and/or any
person acting on behalf of the Placee, will not be treated as
client money within the meaning of the rules and regulations of the
FCA made under FSMA. The Placee acknowledges that the money will
not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the
Joint Brokers' money in accordance with the client money rules and
will be used by each of the Joint Brokers in the course of its own
business and the Placees will rank only as a general creditor of
the relevant Joint Broker.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that upon receipt the
contract note or electronic trade confirmation is copied and
delivered immediately to the relevant person within that
organisation.
Representations, warranties and acknowledgements
By submitting a bid in the Bookbuild, each prospective Placee
(and any person acting on such Placee's behalf) represents,
warrants and acknowledges to, and agrees with, the Company and the
Joint Brokers (for itself and for any such prospective Placee)
that:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for the Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein;
2. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing (including
electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
3. the Ordinary Shares are admitted to the standard listing
segment of the Official List, and that the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the FCA, and that it is
able to obtain or access such information and comparable
information concerning other publicly traded companies without
undue difficulty;
4. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges 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;
5. the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint Brokers,
any of their affiliates or any persons acting on their behalf is
responsible for or has or shall have any liability for any
information or representation relating to the Company contained in
this Announcement or any information publicly announced through a
regulatory information services (as defined in the listing rules of
the FCA) by or on behalf of the Company on or prior to the date of
this Announcement (the "Exchange Information"), provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by such person;
6. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
the Placing Shares is contained in this Announcement and any
Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given or representations, warrants or statements,
express or implied, made by or any view expressed by any of the
Joint Brokers, the Company or any of their affiliates (including in
any management presentation delivered in respect of the Bookbuild)
with respect to the Company, the Placing or the Placing Shares or
the accuracy, completeness or adequacy of any information contained
in this Announcement, the Exchange Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
7. it may not rely on any investigation that any of the Joint
Brokers, their affiliates or any person acting on their behalf may
or may not have conducted with respect to the Company and its
affiliates or the Placing and neither the Joint Brokers nor any of
their affiliates nor any person acting on their behalf has made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase of
the Placing Shares, or as to the condition, financial or otherwise,
of the Company and its affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Placing Shares. It
acknowledges and agrees that no information has been prepared by,
or is the responsibility of, the Joint Brokers or any of their
affiliates or any person acting on their behalf for the purposes of
this Placing;
8. it has conducted its own due diligence, examination and
assessment of the Company, the Placing Shares and the terms of the
Placing (including the merits and risks involved) and satisfied
itself that the information resulting from such investigation is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing;
9. the Joint Brokers will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement or otherwise;
10. it will not hold any of the Joint Brokers or any of their
affiliates or any person acting on their behalf responsible or
liable for any misstatements in or omission from any publicly
available information relating to the Group or information made
available (whether in written or oral form) relating to the Group
(the "Information") and that none of the Joint Brokers, their
affiliates or any person acting on their behalf, makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
11. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale with any securities regulatory authority of the
United States, or any state or other jurisdiction of the United
States, Australia, Canada, Japan or South Africa or any
jurisdiction in which registration may be required;
12. subject to certain exceptions, the Placing Shares may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia,
Canada, Japan or South Africa or any jurisdiction in which it would
be unlawful to do so and no action has been or will be taken by any
of the Company, the Joint Brokers or any person acting on behalf of
the Company or the Joint Brokers that would, or is intended to,
permit a public offer of the Placing Shares in the United States,
Australia, Canada, Japan or South Africa or in any country or
jurisdiction where any such action for that purpose is
required;
13. unless otherwise specifically agreed with a Joint Broker,
that it is not and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of Australia, Canada, Japan, South Africa or the United
States;
14. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to
Qualified Investors or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus
Directive;
15. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the Placing under the laws of all relevant jurisdictions and has fully observed such laws;
(b) has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will
honour such obligations; and
(c) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) to enable it
to enter into the transactions contemplated hereby and to perform
its obligations in relation thereto;
16. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
17. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business and, in particular:
(a) if in a member state of the EEA, unless otherwise
specifically agreed with a Joint Broker in writing, it is a
Qualified Investor;
(b) if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article
49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the Order, or (iii) to whom this
Announcement may otherwise lawfully be communicated;
18. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are acquired will be,
either (i) outside the United States acquiring the Placing Shares
in an "offshore transaction" as defined in, and in compliance with,
Regulation S or (ii) an investor purchasing in reliance on an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
19. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive:
(a) the Placing Shares purchased by it in the Placing will not
be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in circumstances which may give rise to an offer of securities to
the public other than an offer or resale in any member state of the
EEA which has implemented the Prospectus Directive to Qualified
Investors, or in circumstances in which the prior consent of the
Joint Brokers has been given to each proposed offer or resale;
or
(b) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
20. it has only communicated or caused to be communicated and it
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;
21. it has complied, and will comply, with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving the United
Kingdom;
22. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the acknowledgements, representations and
agreements contained in this Announcement;
23. it is purchasing the Placing Shares for investment purposes,
and not with a view to distribution or resale, directly or
indirectly, in the United States or otherwise in violation of
United States securities laws;
24. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act or with any
state or other jurisdiction of the United States and that the
Placing Shares may not be reoffered, resold, pledged or otherwise
transferred except (a) outside the United States in compliance with
Regulation S under the US Securities Act or (b) in a transaction
pursuant to another exemption from, or a transaction not subject
to, the registration requirements of the US Securities Act, in each
case in compliance with all applicable laws;
25. it has complied with its obligations (i) under the Criminal
Justice Act 1993 and the Market Abuse Regulation (EU 596/2014) and
(ii) in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002, the Criminal Justice Act
1993, the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017) and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any
government agency having jurisdiction in respect thereof (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;
26. it may be asked to disclose in writing or orally to the Joint Brokers:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
27. it will make payment to the Joint Brokers in accordance with
the terms and conditions of this Announcement on the due times and
dates set out in this Announcement, failing which the relevant
Placing Shares may be placed with others on such terms as the Joint
Brokers determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Placing Price and the
number of Placing Shares allocated to it and may be required to
bear any taxes or duties (together with any related interest, fines
or penalties) which may arise on the sale of such Placee's Placing
Shares;
28. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
29. the Placing Shares will be issued subject to the terms and
conditions of this Appendix and the Company's articles of
incorporation and that its commitment to acquire Placing Shares on
the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms and conditions of
the Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's or the Joint Brokers' conduct of the Placing;
30. the Joint Brokers do not owe fiduciary or other duties to
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
31. none of the Joint Brokers, their respective affiliates and
any person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of any of the Joint Brokers and that the
Joint Brokers have no duties or responsibilities to it for
providing the protections afforded to their clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
32. it is not in possession of and has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting the invitation to participate in the
Placing and it is not subscribing for the Placing Shares on the
basis of material non-public information;
33. in connection with the Placing, the Joint Brokers and any of
their affiliates acting as an investor for its own account may
subscribe for Placing Shares in the Company and in that capacity
may retain, purchase or sell for its own account such Placing
Shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to each of the
Joint Brokers or any of their affiliates acting in such capacity.
In addition each of the Joint Brokers and any of their affiliates
may enter into financing arrangements and swaps with investors in
connection with which each of the Joint Brokers and any of their
affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. The Joint
Brokers do not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
34. the Company, the Joint Brokers, their respective affiliates
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given for the benefit of each of the Company and the Joint
Brokers (for their own benefit and, where relevant, the benefit of
their respective affiliates and any person acting on their behalf)
and are irrevocable and it irrevocably authorises the Joint Brokers
to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
35. the rights and remedies of the Joint Brokers and the Company
under the terms and conditions in this Appendix are in addition to
any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not
prevent the exercise of others; and
36. these terms and conditions of the Placing and any agreements
entered into by it pursuant to these terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, 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 (including any dispute regarding the existence, validity
or termination of such contract or relating to any non-contractual
or other obligation arising out of or in connection with 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 either the Company
or the Joint Brokers 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.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after-tax
basis and hold the Company, each of the Joint Brokers and each of
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 given by the Placee in this Appendix and further
agrees that the provisions of this Appendix shall survive after
completion of the Placing.
Taxation
The allotment and issue of Placing Shares to Placees (or the
persons for whom Placees are contracting as agent), together with
any transfer of Placing Shares by the Joint Brokers on a Placee's
behalf, should be free of any transfer tax imposed in Guernsey.
The allotment and issue of Placing Shares to Placees (or the
persons for whom Placees are contracting as agent) should be free
of any stamp duty or stamp duty reserve tax under the laws of the
United Kingdom, provided that: (a) no register for the Placing
Shares is kept in the United Kingdom by or on behalf of the
Company, and (b) the Placing Shares are not paired with shares
issued by a body corporate incorporated in the United Kingdom. If
there are any circumstances in which any other stamp duty or stamp
duty reserve tax (together with interest and penalties) is payable
in respect of the issue of the Placing Shares, neither the Joint
Brokers nor the Company nor any of their affiliates shall be
responsible for the payment thereof.
Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
DEFINITIONS
In this Announcement, the following words and expressions shall,
unless the context provides otherwise, have the following
meanings:
"Admission" the admission of the New Ordinary Shares
to the standard segment of the Official
List in accordance with the Listing
Rules and to trading on the Main Market
"Announcement" this announcement and the Appendix,
which forms part of this announcement
dated 3 July 2019 regarding the proposed
Placing
"Arden Partners" Arden Partners plc
"Board" or "Directors" the directors of the Company as at
the date of the Announcement
"Bookbuilding Process" the accelerated bookbuild undertaken
or "Bookbuild" by the Company to effect the Placing
"Company" or "Rainbow" Rainbow Rare Earths Limited
"Conversion" the issue of the Conversion Shares
to: (i) Pella Ventures Limited in satisfaction
of its US$700,000 loan; and (ii) the
Directors and certain of the Senior
Managers in satisfaction of, in aggregate,
GBP145,788 in outstanding fees and
deferred cash bonuses owed by the Company
"Conversion Shares" the new Ordinary Shares issued, in
aggregate, pursuant to the Conversion
"CREST" the relevant system (as defined in
the CREST Regulations) in respect of
which Euroclear is the operator (as
defined in the CREST Regulations)
Directors and certain Adonis Pouroulis, Shawn McCormick,
of the Senior Managers Alex Lowrie, Atul Bali, Robert Sinclair,
Martin Eales, Jim Wynn, Cesare Morelli
and Gilbert Midende
"EGM" or "Extraordinary the Extraordinary General Meeting of
General Meeting" the Company to be held on 19 July 2019
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited
"Existing Ordinary Shares" the 216,339,000 Ordinary Shares in
issue on the date of this Announcement
"FCA" the Financial Conduct Authority of
the UK
"FSMA" Financial Services and Markets Act
2000 (as amended)
"Group" the Company and its subsidiaries and
subsidiary undertakings
"IPO" the initial public offering of Ordinary
Shares and admission to the Official
List on 30 January 2017
"JORC Code" the 2012 edition of the Australasian
Joint Ore Reserves Committee Code
"JORC Resource" a mineral resource, being a concentration
of occurrence of solid material of
economic interest in or on the Earth's
crust in such form grade and quantity
that there are reasonable prospects
for eventual economic extraction, declared
in accordance with the JORC Code
"Joint Brokers" Arden Partners and Turner Pope
"London Stock Exchange" London Stock Exchange plc
"Main Market" the main market of the London Stock
Exchange
"New Ordinary Shares" together the Placing Shares and the
Conversion Shares, as well as such
Ordinary Shares as shall arise on the
conversion of the loan by Pella Ventures
Limited and the new Ordinary Shares
taken by the Directors and certain
of the Senior Managers in lieu of fees
and bonus payments
"Official List" the official list of the FCA
"Ordinary Shares" ordinary shares of no par value in
the capital of the Company
"Placees" eligible existing institutional shareholders
and new institutional shareholders
subscribing for the Placing Shares
pursuant to the Placing
"Placing" the placing by the Company of the Placing
Shares with the Placees pursuant to
the Placing Agreement
"Placing Price" a price per Placing Share to be determined
at the close of the Bookbuilding Process
"Placing Shares" the new Ordinary Shares to be issued
pursuant to the Placing
"Placing Agreement" the agreement entered into between
the Company and the Joint Brokers dated
the date of this Announcement
"Prospectus" the prospectus expected to be published
by the Company on or around 10 July
2019 in respect of the Placing, comprising
a prospectus for the purposes of the
Prospectus Rules
"Prospectus Rules" the Prospectus Rules made in accordance
with the EU Prospectus Directive 2003/71/EC
in relation to offers of securities
to the public and the admission of
securities to trading on a regulated
market
"REE" rare earth elements
"Regulatory Information has the meaning given in the Disclosure
Service" Guidance and Transparency Rules sourcebook
published by the FCA
"Securities Act" US Securities Act of 1933 (as amended)
"Shareholders" the holders of Ordinary Shares from
time to time
"tpa" tonnes per annum
"Turner Pope" Turner Pope Investments (TPI) Limited
"United Kingdom" or the United Kingdom of Great Britain
"UK" and Northern Ireland
"United States", "United the United States of America, its territories
States of America" or and possessions, any State of the United
"US" States, and the District of Columbia
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOESSMEFEFUSELW
(END) Dow Jones Newswires
July 03, 2019 02:00 ET (06:00 GMT)
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