Caledonia Mining Corporation Plc (NYSE AMERICAN: CMCL; AIM:
CMCL; VFEX: CMCL) (“
Caledonia” or the
“
Company”) today announces that it proposes to
raise approximately £8.1 million (approximately US$10 million)
(before expenses), pursuant to a placing (the
“
Placing”) of new common shares of no par value
(the
“Placing Shares”) at a price per Placing
Share of £11.15 (approximately US$13.74) (the “
Placing
Price”). The Placing Price is equivalent to a discount of
13.2% to the closing price of the Company’s Common Shares on AIM,
the market operated by London Stock Exchange plc
(“
LSE”) on 23 March 2023, being the latest
practicable date prior to this announcement, and a discount of
3.0% to the
volume weighted average price on AIM for the 30 trading days to 23
March 2023.
The Placing is being conducted in the UK and
South Africa through an accelerated bookbuilding process (the
“Bookbuild”), which is being managed by Cenkos
Securities plc (“Cenkos”) and Liberum Capital
Limited (“Liberum”) in the UK, and The Standard
Bank of South Africa Limited (“Standard Bank”) in
South Africa (together the “Joint
Bookrunners”).
In addition to the Placing, IH Securities
(Private) Limited (“IH Securities”) is undertaking
on behalf of the Company a placing in Zimbabwe of Zimbabwe
depositary receipts (“ZDRs”) to raise
approximately £2.4 million (approximately US$3 million) at, or at
not less than, the Placing Price (the “Zimbabwe
Placing” and, together with the Placing, the
“Fundraise”). The Zimbabwe Placing will allow
investors local to the Company’s operations the opportunity to
participate.
The Bookbuild will open with immediate effect
following release of this announcement. The number of Placing
Shares to be issued pursuant to the Placing will be agreed by the
Joint Bookrunners and the Company following the close of the
Bookbuild. The timing of the closing of the Bookbuild, the amount
to be raised and allocations are at the sole discretion of Joint
Bookrunners and the Company. Details of the number of Placing
Shares to be issued will be announced as soon as practicable after
the close of the Bookbuild. The Zimbabwe Placing will also open
with immediate effect following release of this announcement and is
expected to remain open until 12.00 p.m. on 31 March 2023. The
Company will make a further announcement confirming the result of
the Zimbabwe Placing as soon as practicable after it has closed.
Members of the public are not entitled to participate in the
Fundraise.
Current trading and
activity
The Company today released its operating and
financial results for the full year ending 31 December 2022
(“FY 2022”) and Management’s Discussions and
Analysis (“MD&A”) for the quarter ended 31
December 2022 (“Q4”), including the events
occurring after the period end, a summary of which is as
follows:
- The Company performed in line with
market expectations in FY 2022, reporting gross revenues of US$142
million and EBITDA of US$50.4 million;
- In January 2023 the Company
completed the acquisition of the Bilboes gold project in
Zimbabwe;
- During Q4, the Company completed the acquisition of a business
owning the mining lease for Motapa, a property contiguous to the
Bilboes gold project with the potential for exploration and
processing synergies; and
- Gold production guidance for 2023 is between 87,500 – 97,000
ounces and comprises:
- 75,000 – 80,000 ounces from Blanket
Mine1
- 12,500 – 17,000 from the oxide
operation at Bilboes2
Further information of the Company’s current
trading and activity can be found in the Company’s announcement
released at 7.00 a.m. UK time on 24 March 2023.
Rationale for the Fundraise and Use of
Proceeds
The net proceeds of the Fundraise, together with
the Company's existing cash reserves and the future cash to be
generated from its ownership of the producing and cash generative
Blanket Mine and from the Bilboes oxide operation, will strengthen
the Company’s balance sheet and provide the Company with working
capital flexibility to accelerate planned work at the three new
gold projects it is currently undertaking in Zimbabwe.
Bilboes
Bilboes was acquired by the Company in January
2023 for a value of approximately US$65.7 million as at the date of
completion, payable in Common Shares. As announced on 21 July 2022,
Bilboes has NI 43-101 compliant proven and probable mineral
reserves of 1.96 million ounces of gold in 26.64 million tonnes at
a grade of 2.29 g/t, measured and indicated mineral resources of
2.56 million ounces of gold in 35.18 million tonnes at a grade of
2.26 g/t and inferred mineral resources of 577,000 ounces of gold
in 9.48 million tonnes at a grade of 1.89 g/t3. Bilboes has
produced approximately 288,000 ounces of gold since 1989. The first
gold from Bilboes under Caledonia’s ownership is due to be produced
at the end of March 2023.
Approximately US$2 million of the net proceeds
of the Fundraise are anticipated to be used to fund a new
feasibility study to investigate commercialisation of Bilboes,
possibly through a phased development approach. If successful, this
would reduce the initial capital investment and also reduce the
need for third party funding. A further US$2 million is expected to
be used for the procurement of a management facility at Bulawayo
which will be used to provide shared services for Blanket Mine and
also for the projects at both Bilboes and Motapa.
Motapa
Caledonia acquired the Motapa gold exploration
project in Southern Zimbabwe in November 2022 for US$8.25 million
in cash and loan notes. As previously announced, Motapa is a large
exploration property which is contiguous to the Bilboes gold
project and approximately 75km north of Bulawayo. The Company
believes the proximity to Bilboes will allow prospects of synergies
in the evaluation of the geological potential for Motapa and, in
due course, gold processing operations in the mining areas.
The mining lease for Motapa covers approximately
2,200 hectares, and approximately US$6 million of the net proceeds
of the Fundraise is expected to be used for further exploration of
the area.
Maligreen
Acquired in November 2021 for US$4 million, the
Maligreen mining claims are situated in the Gweru mining district
in the Zimbabwe Midlands. The property contains NI 43-101 measured
and indicated mineral resources of 442,000 ounces of gold in 8.03
million tonnes at 1.71 g/t and inferred mineral resources of
420,000 ounces of gold in 6.17 million tonnes at 2.12 g/t4.
Approximately US$2 million of the net proceeds
of the Fundraise are expected be used for drilling and exploration
of the claims.
Details of the Placing
The Placing is subject to the terms and
conditions set out in the Appendix (which forms part of this
announcement, such announcement and the Appendix together the
"Announcement").
Application will be made to the NYSE American
for approval to issue the Placing Shares and to the LSE for the
Placing Shares to be admitted to trading on AIM. It is expected
that admission to trading on AIM (“Admission”)
will become effective and that dealings in the Placing Shares will
commence on AIM at 8.00 a.m. on 30 March 2023.
The Placing Shares will be issued and credited
as fully paid and will rank in full for all dividends and other
distributions declared, made or paid after the admission of those
Placing Shares and will otherwise rank on Admission pari passu in
all respects with each other and with the existing Common Shares in
the Company.
The Placing is conditional upon, inter alia,
Admission taking place by no later than 8.00 a.m. on 30 March 2023
(or such later date as the Joint Bookrunners may agree in writing
with the Company, being not later than 8.00 a.m. on 28 April 2023)
and the Placing Agreement entered into between the Company and
Joint Bookrunners not being terminated prior to Admission. If any
of the conditions of the Placing Agreement are not satisfied, the
Placing Shares will not be issued and Admission will not take
place.
The Company, in conjunction with the Joint
Bookrunners, reserves the right to accept over-subscriptions for
Placing Shares and to determine the maximum number of Placing
Shares that will be issued in the Placing.
The Placing Shares have not been made available
to the public and have not been offered or sold in any jurisdiction
where it would be unlawful to do so.
Details of the Zimbabwe
Placing
Application will be made to the Victoria Falls
Stock Exchange (“VFEX”) for the ZDRs to be
admitted to trading. It is expected that admission to trading on
VFEX (“VFEX Admission”) will
become effective and that dealings in the ZDRs will commence on
VFEX at 8.00 a.m. on or no later than 7 April 2023.
The ZDRs will be issued and credited as fully
paid and will rank in full for all dividends and other
distributions declared, made or paid after the admission of those
ZDRs and will otherwise rank on VFEX Admission pari passu in all
respects with each other and with the existing common shares (or
depositary interests as applicable) in the Company.
The Zimbabwe Placing is conditional upon, inter
alia, VFEX Admission taking place by no later than 8.00 a.m. on 7
April 2023 (or such later date as IH Securities may agree in
writing with the Company, being not later than 8.00 a.m. on 12
April 2023).
IH Securities and the Company reserve the right
to accept over-subscriptions for ZDRs and to determine the maximum
number of ZDRs that will be issued in the Zimbabwe Placing. The
ZDRs have not been made available to the public and have not been
offered or sold in any jurisdiction where it would be unlawful to
do so.
This Announcement should be read in its
entirety. In particular, your attention is drawn to the "Important
Notices" section of this Announcement, to the detailed terms and
conditions of the Placing and further information relating to the
Bookbuild described in the Appendix to this Announcement (which
forms part of this Announcement).
By choosing to participate in the Fundraise and
by making an oral and legally binding offer to acquire Placing
Shares or ZDRs, 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 of the Fundraise contained herein, and to be
providing the representations, warranties and acknowledgements
contained in the Appendix.
Unless otherwise defined in this Announcement,
capitalised terms used in these terms and conditions shall have the
meaning given to them in Appendix 2, headed
"Definitions".
In this Announcement, references to "pounds
sterling", "£", "pence" and "p" are to the lawful currency of the
United Kingdom and references to "United States of American
dollars", "US$" and "US cents" are to the lawful currency of the
United States of America. Unless otherwise stated, the basis of
translation of pounds sterling into United States of American
dollars is approximately
£1.00/US$1.23.
Enquiries:
|
Caledonia Mining Corporation PlcMark
LearmonthCamilla Horsfall |
Tel: +44 1534 679 800Tel:
+44 7817 841 793 |
|
Cenkos Securities plc (Nomad and Joint
Bookrunner)Adrian HaddenNeil McDonaldGeorge Lawson |
Tel: +44 207 397 1965Tel: +44 131
220 9771Tel: +44 207 397 8966 |
| Liberum Capital Limited
(Joint Bookrunner)Scott MathiesonKane CollingsLucas
Bamber |
Tel: +44 20 3100 2000 |
| The Standard Bank of
South Africa Limited (Joint Bookrunner)Sthembiso
MajolaAnders Alfredson |
Tel: +27 11 344 5891Tel
+44 203 1675174 |
| IH Securities (Private)
Limited (VFEX Sponsor - Zimbabwe)Lloyd Mlotshwa |
Tel: +263 242 745 119 |
| BlytheRay Financial PR
(UK)Tim Blythe/Megan Ray |
Tel: +44 207 138 3204 |
| 3PPB (Financial PR, North
America)Patrick ChidleyPaul Durham |
Tel: +1 917 991 7701Tel: +1 203
940 2538 |
| Curate Public Relations
(Zimbabwe)Debra Tatenda |
Tel: +263 7780 2131Tel: +263
(242) 745 119/33/39 |
Important Notices
Forward-looking statements
This announcement may include certain
"forward-looking statements" and "forward-looking information"
under applicable securities laws. Except for statements of
historical fact, certain information contained herein constitutes
forward-looking statements. Forward-looking statements are
frequently characterised by words such as "plan", "expect",
"project", "intend", "believe", "anticipate", "estimate", and other
similar words, or statements that certain events or conditions
"may" or "will" occur. Forward-looking statements are based on the
opinions and estimates of management at the date the statements are
made, and are based on a number of assumptions and subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward-looking statements. Assumptions upon which
such forward-looking statements are based include that all required
third party regulatory and governmental approvals will be obtained.
Many of these assumptions are based on factors and events that are
not within the control of the Company and there is no assurance
they will prove to be correct. Factors that could cause actual
results to vary materially from results anticipated by such
forward-looking statements include changes in market conditions and
other risk factors discussed or referred to in this announcement
and other documents filed with the applicable securities regulatory
authorities. Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
The Company undertakes no obligation to update forward-looking
statements if circumstances or management's estimates or opinions
should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
statements.
Notice to overseas persons
This announcement does not constitute, or form
part of, a prospectus relating to the Company, nor does it
constitute or contain any invitation or offer to any person, or any
public offer, to subscribe for, purchase or otherwise acquire any
shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or
be relied on in connection with any contract or as an inducement to
enter into any contract or commitment with the Company.
This announcement is not for release,
publication or distribution, in whole or in part, directly or
indirectly, in or into Australia, Canada, Japan or any jurisdiction
into which the publication or distribution would be unlawful. This
announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an
offer to buy or acquire shares in the capital of the Company in
Australia, Canada, Japan, New Zealand, or any jurisdiction in which
such offer or solicitation would be unlawful or require preparation
of any prospectus or other offer documentation or would be unlawful
prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. Persons into
whose possession this announcement comes are required by the
Company to inform themselves about, and to observe, such
restrictions.
This announcement is not for publication or
distribution, directly or indirectly, in or into the United States.
This announcement is not an offer of securities for sale into the
United States, or to, or for the account or benefit of U.S. Persons
or persons in the United States. The securities referred to herein
have not been and will not be registered under the Securities Act
or the securities laws of any state or other jurisdictions of the
United States and may not be offered or sold in the United States,
or to, or for the account or benefit of U.S. Persons or persons in
the United States. Each Placee will be required to warrant that it
and any account with respect to which it exercises investment
discretion is outside the United States and is not a U.S.
Person.
General
Cenkos and Liberum are authorised and regulated
by the Financial Conduct Authority (the "FCA") in
the United Kingdom and are acting exclusively for the Company and
no one else in connection with the Bookbuilding process and the
Placing will not regard anyone (including any Placees) (whether or
not a recipient of this Announcement) as a client, and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Bookbuild and/or the Placing or any other matters
referred to in this Announcement.
Standard Bank is acting exclusively for the
Company and no one else in connection with the Bookbuild and the
Placing, and will not regard anyone (including the Placees)
(whether or not a recipient of this document) as a client in
relation to the Placing, and will not be responsible to anyone
other than the Company for providing the protections afforded to
their respective clients, nor for providing advice, in relation to
the Bookbuild and/or the Placing or any other matter referred to in
this Announcement.
This Announcement has been issued by, and is the
sole responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to
be a profit forecast or estimate, 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 price of securities and any income expected
from them may go down as well as up and investors may not get back
the full amount invested upon disposal of the securities. Past
performance is no guide to future performance, and persons needing
advice should consult an independent financial adviser.
Neither the Placing Shares nor the ZDRs to be
issued pursuant to the Fundraise will be admitted to trading or
listed on any stock exchange other than on the NYSE American, the
AIM market operated by the London Stock Exchange, and on the
Victoria Falls Stock Exchange, a stock exchange that is established
in terms of the Securities and Exchange Act 2004 of Zimbabwe
Chapter 24:25.
Neither the content of the Company's website (or
any other website) nor any website accessible by hyperlinks on the
Company's website (or any other website) or any previous
announcement made by the Company is incorporated in, or forms part
of, this Announcement.
APPENDIX 1 - TERMS AND CONDITIONS OF THE
BOOKBUILD
IMPORTANT INFORMATION ON THE BOOKBUILD
FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE
TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT,
AND BEING DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS
(AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND
ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF THE REGULATION (EU) 2017/1129 ("EU PROSPECTUS
REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK
VERSION OF THE REGULATION (EU) 2017/1129 AS IT FORMS PART OF
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION") AND WHO 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 AMENDED ("THE ORDER") OR FALL WITHIN THE DEFINITION OF
"HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN
ARTICLE 49(2) (A) TO (D) OF THE ORDER; AND (C) IN THE REPUBLIC OF
SOUTH AFRICA, PERSONS WHO (1) FALL WITHIN ANY ONE OF THE CATEGORIES
OF PERSONS SET OUT IN SECTION 96(1)(a) OF THE SOUTH AFRICAN
COMPANIES ACT, 2008, AS AMENDED (“SOUTH AFRICAN COMPANIES ACT”) OR
(2) ARE PERSONS WHO SUBSCRIBE, AS PRINCIPAL, FOR PLACING SHARES AT
A MINIMUM PLACING PRICE OF ZAR1,000,000, AS ENVISAGED IN SECTION
96(1)(b) OF THE SOUTH AFRICAN COMPANIES ACT, IN EACH CASE TO WHOM
THE PLACING IS SPECIFICALLY ADDRESSED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY PERSON WHO HAS RECEIVED OR IS DISTRIBUTING THESE TERMS
AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND
CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS
DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.NEITHER THIS
ANNOUNCEMENT (INCLUDING ITS APPENDICES) NOR THE PLACING CONSTITUTES
OR IS INTENDED TO CONSTITUTE AN OFFER TO THE PUBLIC IN SOUTH AFRICA
IN TERMS OF THE SOUTH AFRICAN COMPANIES ACT, OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, EXCHANGE OCONTROL, BUSINESS, ACCOUNTING
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES (AS SUCH
TERM IS DEFINED BELOW).
THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN
THE UNITED STATES, OR TO, OR FOR THE ACCCOUNT OR BENEFIT OF A U.S.
PERSON, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE
UNITED STATES. “UNITED STATES” AND “U.S. PERSONS” ARE AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT.
Unless otherwise defined in these terms and
conditions, capitalised terms used in these terms and conditions
shall have the meaning given to them in Appendix 2, headed
"Definitions".
If a person indicates to a Joint Bookrunner that
it wishes to participate in the Placing by making an oral or
written offer to acquire Placing Shares (each such person, a
"Placee") it will be deemed to have read and
understood these terms and conditions and the Announcement of which
they form a part in their entirety and to be making such offer on
the terms and conditions, and to be providing the representations,
warranties, indemnities, agreements and acknowledgements, contained
in these terms and conditions as deemed to be made by Placees. In
particular, each such Placee represents, warrants and acknowledges
that it is a Relevant Person and undertakes that it will acquire,
hold, manage and dispose of any of the Placing Shares that are
allocated to it for the purposes of its business only.
Further, each such Placee represents, warrants
and agrees that: (a) it is a Relevant Person (as defined above) and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business; (b) if it is a financial intermediary, as that term is
used in Article 5(1) of the UK Prospectus Regulation, that the
Placing Shares acquired by and/or subscribed for 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 to qualified
investors (as defined above) in the UK or in a member state of the
EEA, or in circumstances in which the prior consent of the relevant
Joint Bookrunner has been given to each such proposed offer or
resale; (c) it is and, at the time the Placing Shares are acquired,
will be outside the United States, and a non-U.S. Person; and
(d) it is acquiring the Placing Shares in an offshore transaction
in accordance with Rule 903 of Regulation S under the U.S.
Securities Act.
Subject to certain exceptions, these terms and
conditions and the information contained herein are not for
release, publication or distribution, directly or indirectly, in
whole or in part, to persons in the United States, or to,
or for the account or benefit of U.S. Persons,
Australia, Canada, Japan or any other jurisdiction in
which such release, publication or distribution would be unlawful
("Excluded Territory"). No public offer of
securities of the Company is being made in the United Kingdom or
elsewhere. Neither the Announcement to which this Appendix is
attached nor the Placing constitutes or is intended to constitute a
sale of or subscription for, or the solicitation of an offer to buy
and/or to subscribe for shares to the public as defined in the
South African Companies Act and will not be distributed to any
person in South Africa in any manner which could be construed as an
“offer to the public” as contemplated in the South African
Companies Act. In the Republic of South Africa the announcement is
only being distributed to, and is only directed at, and any
investment or investment activity to which this announcement
relates is available only to, and will be engaged in only with,
persons in South Africa who (i) fall within any one of the
categories of persons set out in section 96(1)(a) of the South
African Companies Act or (ii) are persons who subscribe, as
principal, for Placing Shares at a minimum placing price of
ZAR1,000,000, as envisaged in section 96(1)(b) of the South African
Companies Act, in each case to whom the Placing is specifically
addressed.The distribution of these terms and conditions and the
offer and/or placing of Placing Shares in certain other
jurisdictions may be restricted by law. No action has been taken by
the Joint Bookrunners or the Company that would permit an offer of
the Placing Shares or possession or distribution of these terms and
conditions or any other offering or publicity material relating to
the Placing Shares in any jurisdiction where action for that
purpose is required, save as mentioned above. Persons into whose
possession these terms and conditions come are required by the
Joint Bookrunners and the Company to inform themselves about and to
observe any such restrictions.
No prospectus or other offering document has
been or will be submitted to be approved by the Financial
Conduct Authority ("FCA") in relation to the
Placing or the Placing Shares and each Placee's commitment will be
made solely on the basis of the information set out in this
Announcement. Each Placee, by participating in the Placing, agrees
that it has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Joint Bookrunners or the Company and none of the Joint Bookrunners,
the Company, nor any person acting on such person's behalf nor any
of their respective affiliates has or shall have liability for any
Placee's decision to accept this invitation to participate in the
Placing based on any other information, representation, warranty or
statement. 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.
No undertaking, representation, warranty or any
other assurance, express or implied, is made or given by or on
behalf of the Joint Bookrunners or any of their affiliates, their
respective directors, officers, employees, agents, advisers, or any
other person, as to the accuracy, completeness, correctness or
fairness of the information or opinions contained in this
Announcement or for any other statement made or purported to be
made by any of them, or on behalf of them, in connection with the
Company or the Placing and no such person shall have any
responsibility or liability for any such information or opinions or
for any errors or omissions. Accordingly, save to the extent
permitted by law, no liability whatsoever is accepted by the Joint
Bookrunners or any of their respective directors, officers,
employees or affiliates or any other person for any loss howsoever
arising, directly or indirectly, from any use of this Announcement
or such information or opinions contained herein.
These terms and conditions do not constitute or
form part of, and should not be construed as, any offer or
invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any Placing Shares or any other
securities or an inducement to enter into investment activity, nor
shall these terms and conditions (or any part of them), nor the
fact of their distribution, form the basis of, or be relied on in
connection with, any investment activity. No statement in these
terms and conditions is intended to be nor may be construed as a
profit forecast and no statement made herein should be interpreted
to mean that the Company's profits or earnings per share for any
future period will necessarily match or exceed historical published
profits or earnings per share of the Company.
The information contained in this Appendix and
the Announcement to which it is attached constitutes factual
information as contemplated in section 1(3)(a) of the South African
Financial Advisory and Intermediary Services Act, 2002 and should
not be construed as an express or implied recommendation, guide or
proposal that any particular transaction in respect of the Placing
or the Placing Shares or in relation to the business or future
investments of the Company is appropriate to the particular
investment objectives, financial situation or needs of a
prospective investor, and nothing in this Appendix and the
Announcement to which it is attached should be construed as
constituting the canvassing for, or marketing or advertising of,
financial services in the Republic of South Africa.
The information contained in this Appendix and
the Announcement to which it is attached does not constitute a
prospectus for the purpose of the Companies (Jersey) Law 1991 and
therefore no consent has been sought from the Jersey Financial
Services Commission for its circulation. Nothing contained in this
Appendix and the Announcement to which it is attached or anything
communicated to Placees is intended to constitute, or should be
construed as, advice on the merits of, the purchase of or
subscription for, Placing Shares or the exercise of any rights
attached to them for the purposes of the Financial Services
(Jersey) Law 1998.
UK Product Governance
Requirements
Solely for the purposes of the product
governance requirements of Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the “UK
Product Governance Requirements”) and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any “manufacturer” (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in UK Product Governance
Requirements; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance
Requirements (the “UK Target Market
Assessment”).
Notwithstanding the UK 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 UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Cenkos and Liberum are severally only procuring
investors in the United Kingdom which meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of Chapter 9A or 10A respectively
of the FCA Handbook Conduct of Business Sourcebook; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to,
the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
EU Product Governance
Requirements
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 "EU Product
Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the EU Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"EU Target Market Assessment"). Notwithstanding
the EU 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 EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the
Placing. In all circumstances Cenkos and Liberum severally
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
Proposed Placing
The Joint Bookrunners have entered into the
Placing Agreement with the Company pursuant to which, on the
terms and subject to the conditions set out in such Placing
Agreement, the Joint Bookrunners as agents for and on behalf of the
Company, have severally agreed to use their respective reasonable
endeavours to procure Placees for the Placing Shares. The number of
Placing Shares will be determined following completion of the
Bookbuild and set out in a terms sheet to be entered into between
the Joint Bookrunners and the Company. Details of the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
Placees are referred to these terms and
conditions and this Announcement containing details of, inter alia,
the Placing. These terms and conditions and this Announcement have
been prepared and issued by the Company, and is the sole
responsibility of the Company.
The Placing Shares will, when issued and fully
paid, be identical to, and rank pari passu with, the existing
Common Shares, including the right to receive all dividends and
other distributions declared, made or paid on the existing Common
Shares after their admission to trading on AIM.
Application will be made to the NYSE American
for approval to issue the Placing Shares and to the LSE for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings in the
Placing Shares will commence on AIM at 8.00 a.m. on 30 March
2023.
Subject to the conditions below being satisfied,
it is expected that Admission of the Placing Shares will become
effective on or around 30 March 2023. It is expected that
dealings for normal settlement in the Placing Shares will commence
at 8.00 a.m. (UK time) on the same day.
Bookbuild of the Placing
Commencing today, the Joint Bookrunners will be
conducting an accelerated bookbuild (the
"Bookbuild") to determine demand for participation
in the Placing. The Joint Bookrunners will seek to procure Placees
as agents for the Company as part of this Bookbuild. These terms
and conditions give details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Principal terms of the Bookbuild
|
(a) |
|
By
participating in the Placing, Placees will be deemed to have read
and understood this Announcement and these terms and conditions in
their entirety and to be participating and making an offer for any
Placing Shares on these terms and conditions, and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings, contained in these terms and conditions. |
| |
|
|
| (b) |
|
The Joint Bookrunners are
arranging the Placing as agents of the Company. Under the terms of
the Placing Agreement, Cenkos and Liberum have severally agreed to
use their respective reasonable endeavours as the Company's agent
to procure subscribers for Placing Shares in the United Kingdom and
Standard Bank has agreed to use its reasonable endeavours as the
Company's agent to procure subscribers for Placing Shares in the
Republic of South Africa. |
| |
|
|
| (c) |
|
The Placing Price and the
aggregate proceeds to be raised through the Placing will be agreed
between the Joint Bookrunners and the Company following completion
of the Bookbuild. |
| |
|
|
| (d) |
|
Participation in the Placing will
only be available to persons who are Relevant Persons and who may
lawfully be and are invited to participate by a Joint Bookrunner.
The Joint Bookrunners (in their independent and individual
capacity) and their affiliates are entitled to offer to subscribe
for Placing Shares as principals in the Bookbuild. |
| |
|
|
| (e) |
|
Any offer to subscribe for
Placing Shares should state the aggregate number of Placing Shares
which the Placee wishes to acquire. The Placing Price will be
payable by the Placees in respect of each Placing Share allocated
to them. |
| |
|
|
| (f) |
|
The books will open with
immediate effect. The Bookbuild is expected to close no later
than 12.00 p.m. (UK time) on 24 March 2023 but
may close earlier or later, at the discretion of the Joint
Bookrunners and the Company. The Company will make a further
announcement following the close of the Bookbuild detailing the
number of Placing Shares to be issued (the "Placing Results
Announcement"). It is expected that such Placing Results
Announcement will be made as soon as practicable after the close of
the Bookbuild. |
| |
|
|
| (g) |
|
A bid in the Bookbuild will be
made on the terms and conditions in this Appendix and will not be
capable of variation or revocation by a Placee after the close of
the Bookbuild. |
| |
|
|
| (h) |
|
A Placee who wishes to
participate in the Bookbuild should communicate its bid by
telephone to the usual sales contact at: |
| |
|
|
| |
|
a. in the United Kingdom, Cenkos
or Liberum; or |
| |
|
|
| |
|
b. in the Republic of South
Africa, Standard Bank, |
| |
|
|
| |
|
stating the number of Placing
Shares which the prospective Placee wishes to acquire at the
Placing Price. In the event of an oversubscription under the
Placing, the Joint Bookrunners reserve the right to scale down any
bids in accordance with paragraph (i) of this Appendix. |
| |
|
|
| (i) |
|
Subject to paragraph (g) above,
each of the Joint Bookrunners reserve the right including with or
at the instruction of the Company not to accept an offer to
subscribe for Placing Shares, either in whole or in part, on the
basis of the allocations determined with the Company and may scale
down any offer to subscribe for Placing Shares for this
purpose. |
| |
|
|
| (j) |
|
If successful, each Placee's
allocation will be confirmed to it by the relevant Joint Bookrunner
following the close of the Bookbuild. Oral or written confirmation
(at the relevant Joint Bookrunner's discretion) from the relevant
Joint Bookrunner to such Placee confirming its allocation of the
Placing Shares and the Placing Price will constitute a legally
binding commitment upon such Placee, in favour of the relevant
Joint Bookrunner and the Company to acquire the number of Placing
Shares allocated to it on the terms and conditions set out herein.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Company, to pay to the relevant
Joint Bookrunner (or as the relevant Joint Bookrunner may direct)
as agent for the Company in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares which
such Placee has agreed to acquire. |
| |
|
|
| (k) |
|
Subject to paragraphs (g) and (j)
above, the Joint Bookrunners reserve the right not to accept bids
or to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion and may scale down any
bids as they may determine, subject to agreement with the Company.
The acceptance of bids shall be at the relevant Joint Bookrunner's
absolute discretion, subject only to agreement with the Company.
The Joint Bookrunners shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may determine in
agreement with the Company and each other. |
| |
|
|
| (l) |
|
Irrespective of the time at which
a Placee's allocation(s) pursuant to the Placing is/are confirmed,
settlement for all Placing Shares to be acquired pursuant to the
Placing will be required to be made at the time specified, on the
basis explained below under the paragraph entitled "Registration
and Settlement". |
| |
|
|
| (m) |
|
No commissions are payable to
Placees in respect of the Placing. |
| |
|
|
| (n) |
|
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. All obligations under the Placing will
be subject to the fulfilment of the conditions referred to below
under the paragraphs entitled "Conditions of the Placing" and
"Termination of the Placing Agreement". |
| |
|
|
| (p) |
|
The Placing is not subject to any
minimum fundraising and no element of the Placing is underwritten
by any of the Joint Bookrunners or any other person. |
Conditions of the Placing
| The obligations of
the Joint Bookrunners under the Placing Agreement in respect of the
placing of the Placing Shares are conditional on, amongst other
things: |
|
|
|
|
| (a) |
|
the Company having complied with
its obligations under the Placing Agreement (to the extent that
such obligations fall to be performed prior to Admission); |
| |
|
|
| (b) |
|
the Company having confirmed to
the Joint Bookrunners that, prior to the delivery of such
confirmation, none of the representations, warranties and
agreements of the Company contained in the Placing Agreement was
untrue, inaccurate or misleading at the date of the Placing
Agreement or will be untrue, inaccurate or misleading immediately
prior to Admission; |
| |
|
|
| (c) |
|
Admission having occurred
at 8.00 a.m. (UK time) 30 March 2023 or such later
date as the Company and the Joint Bookrunners may agree, but in any
event not later than 8.00 a.m. (UK time) on 28 April
2023. |
| |
|
|
| If (i) any of the
conditions contained in the Placing Agreement in relation to the
Placing Shares are not fulfilled or waived by Cenkos and Liberum by
the respective time or date where specified, (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, all monies received from a Placee
pursuant to the Placing shall be returned to such Placee without
interest, at the risk of the relevant Placee and each Placee agrees
that no claim can be made by the Placee in respect thereof. |
| |
|
|
| Cenkos and Liberum,
at their sole discretion and upon such terms as they think fit, may
waive 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. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement. |
| |
| None of the Joint
Bookrunners nor the Company nor any other person 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
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint
Bookrunners. |
Termination of the Placing
Agreement
| Cenkos and Liberum
are severally entitled at any time before Admission, to terminate
the Placing Agreement in relation to its obligations in respect of
the Placing Shares, under the Placing, by giving notice to the
Company if, amongst other things: |
|
|
|
|
| (a) |
|
the Company fails to comply with
any of its material obligations under the Placing Agreement or
commits a breach of any applicable law; or |
| |
|
|
| (b) |
|
it comes to the notice of any
Joint Bookrunner that any statement contained in this Announcement
was untrue, incorrect or misleading at the date of this
Announcement or has become untrue, incorrect or misleading; or |
| |
|
|
| (c) |
|
any of the warranties given by
the Company in the Placing Agreement was not true and accurate as
at the date of the Placing Agreement or has ceased to be true and
accurate by reference to the facts subsisting at the time when
notice to terminate is given; or |
| |
|
|
| (d) |
|
in the opinion of any of Joint
Bookrunners, acting in good faith, there shall have occurred any
adverse change in, or any development involving or reasonably
likely to involve an adverse change in, the condition (financial,
operational, legal, environmental or otherwise), earnings,
business, management, property, assets, rights, results, operations
or prospects of the Company or the Group which is material in the
context of the Company or or the Group taken as a whole, whether or
not arising in the ordinary course of business and whether or not
foreseeable; or |
| |
|
|
| (e) |
|
there happens, develops or comes
into effect: (i) a general moratorium on commercial banking
activities in the United Kingdom, the United States of America
the Republic of South Africa, any member of the European Economic
Area (the "EEA") or Zimbabwe declared by the
relevant authorities or a material disruption in commercial banking
or securities settlement or clearance services in the United
Kingdom, the United States of America the Republic of South Africa,
the EEA or Zimbabwe ; or (ii) the outbreak or escalation of
hostilities, war or acts of terrorism, declaration of emergency or
martial law or other calamity or crisis or event; or (iii) any
other occurrence of any kind which in any such case (by itself or
together with any other such occurrence) in the reasonable opinion
of any Joint Bookrunner (acting in good faith) is likely to
materially and adversely affect the market's position or prospects
of the Company taken as a whole; or (iv) any other crisis of
international or national effect or any change in any currency
exchange rates or controls or in any financial, political, economic
or market conditions or in market sentiment which, in any such
case, in the reasonable opinion of any Joint Bookrunner is
materially adverse. |
| |
|
|
| If the Placing
Agreement is terminated in accordance with its terms, the rights
and obligations of each Placee in respect of the Placing as
described in this Announcement shall cease and terminate at such
time, all monies received from a Placee pursuant to the Placing
shall be returned to such Placee without interest, at the risk of
the relevant Placee and each Placee agrees that no claim can be
made by or on behalf of the Placee (or any person on whose behalf
the Placee is acting) in respect thereof. |
Placing Procedure
Placees shall acquire the Placing Shares to be
issued pursuant to the Placing and any allocation of the Placing
Shares to be issued pursuant to the Placing will be notified to
them on or around 24 March 2023 (or such other time
and/or date as the Company and the Joint Bookrunners may
agree).
Payment in full for any Placing Shares so
allocated in respect of the Placing at the Placing Price must be
made by no later than 30 March 2023 (or such other date as
shall be notified to each Placee by the relevant Joint Bookrunner)
on the expected closing date of the Placing. The relevant Joint
Bookrunner or the Company will notify Placees if any of the dates
in these terms and conditions should change.
Registration and Settlement
Settlement of transactions in the Placing Shares
following Admission of the Placing Shares will take place within
the CREST system, subject to certain exceptions. The Joint
Bookrunners and the Company 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
possible 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. Each Placee will be
deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with a respective Joint Bookrunner.
Settlement for the Placing will be on a T+2 and
delivery versus payment basis and settlement is expected to take
place on or around 30 March 2023. Interest is chargeable daily
on payments to the extent that value is received after the due date
from Placees at the rate of 2 percentage points above the
prevailing Sterling Overnight Index Average. Each Placee is deemed
to agree that if it does not comply with these obligations, the
relevant Joint Bookrunner may sell any or all of the Placing Shares
allocated to it on its behalf and retain from the proceeds, for its
own account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. By communicating a bid
for Placing Shares, each Placee confers on the relevant Joint
Bookrunner all such authorities and powers necessary to carry out
any such sale and agrees to ratify and confirm all actions which
the relevant Joint Bookrunner lawfully takes in pursuance of such
sale. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon any transaction in the
Placing Shares on such Placee's behalf.
Representations, Warranties and Further
Terms
| By participating in
the Placing, a Placee (and any person acting on such Placee's
behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners
and the Company, the following: |
|
|
|
|
| 1. |
|
it is a Relevant Person and
undertakes to subscribe at the Placing Price for those Placing
Shares allocated to it by the Joint Bookrunners; |
| |
|
|
| 2. |
|
it and any account with respect
to which it exercises investment discretion is a non-U.S. Person
outside the United States; |
| |
|
|
| 3. |
|
it has read and understood this
Announcement (including these terms and conditions) in its entirety
and that it has neither received nor relied on any information
given or any investigations, representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares, or otherwise, other than the information contained in this
Announcement (including these terms and conditions) that in
accepting the offer of its placing participation it will be relying
solely on the information contained in this Announcement (including
these terms and conditions) and undertakes not to redistribute or
duplicate such documents; |
| |
|
|
| 4. |
|
its oral or written commitment
will be made solely on the basis of the information set out in this
Announcement and the information publicly announced to
a Regulatory Information Service by or on behalf of the
Company on the date of this Announcement, such information being
all that such Placee deems necessary or appropriate and sufficient
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 or warranties or statements made, by the
Joint Bookrunners or the Company nor any of their respective
affiliates and neither the Joint Bookrunners nor the Company will
be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement; |
| |
|
|
| 5. |
|
the content of this Announcement
and these terms and conditions are exclusively the responsibility
of the Company and agrees that neither the Joint Bookrunners nor
any of their affiliates nor any person acting on behalf of any of
them will be responsible for or shall have liability for any
information, representation or statements contained therein or any
information previously published by or on behalf of the Company,
and neither the Joint Bookrunners nor the Company, nor any of their
respective affiliates or any person acting on behalf of any such
person will be responsible or liable for a Placee's decision to
accept its placing participation; |
| |
|
|
| 6. |
|
(i) it has not relied on, and
will not rely on, any information relating to the Company contained
or which may be contained in any research report or investor
presentation prepared or which may be prepared by the Joint
Bookrunners, the Company or any of their affiliates; (ii) none of
the Joint Bookrunners, their affiliates or any person acting on
behalf of any of such persons has or shall have any responsibility
or liability for public information relating to the Company; (iii)
none of the Company, its affiliates or any person acting on behalf
of any of such persons has or shall have any responsibility or
liability for public information relating to the Company save for
any information published via a regulatory information service;
(iv) none of the Joint Bookrunners, the Company or their affiliates
or any person acting on behalf of any of such persons has or shall
have any responsibility or liability for any additional information
that has otherwise been made available to it, whether at the date
of publication of such information, the date of these terms and
conditions or otherwise; and that (v) none of the Joint
Bookrunners, the Company or their affiliates or any person acting
on behalf of any of such persons makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of any such information referred to in (i) to (iv)
above, whether at the date of publication of such information, the
date of this Announcement or otherwise; |
| |
|
|
| 7. |
|
it has made its own assessment of
the Company and has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing, and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations
relevant to its decision to participate in the Placing; |
| |
|
|
| 8. |
|
it is acting as principal only in
respect of the Placing or, if it is acting for any other person:
(i) it is duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; (ii) it is and will remain liable to the Company
and the Joint Bookrunners for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person); (iii) if it is in
the United Kingdom, it is a person: (a) who has professional
experience in matters relating to investments and who falls within
the definition of "investment professionals" in Article 19(5) of
the Order or who falls within Article 49(2) of the Order; and (b)
is a "qualified investor" as defined in Article 2(e) of the UK
Prospectus Regulation; (iv) if it is in a member state of the EEA,
it is a "qualified investor" within the meaning of Article 2(e) of
the EU Prospectus Regulation; and (v) if it is a financial
intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation, the Placing Shares subscribed by it in the
Placing are not being acquired on a nondiscretionary basis for, or
on behalf of, nor will they be acquired with a view to their offer
or resale to persons in the UK or in a member state of the EEA in
circumstances which may give rise to an offer of shares to the
public, other than their offer or resale to qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation
or within the meaning of Article 2(e) of the EU Prospectus
Regulation in a member state of the EEA which has implemented the
EU Prospectus Regulation; |
| |
|
|
| 9. |
|
that neither the offer referred
to herein nor the Placing constitutes or is intended to constitute
an offer to the public in the Republic of South Africa in terms of
the South African Companies Act, and that in the Republic of South
Africa such offer is only being distributed to, and is only
directed at, and any investment or investment activity to which
this announcement relates is available only to, and will be engaged
in only with, persons in South Africa who (i) fall within any one
of the categories of persons set out in section 96(1)(a) of the
South African Companies Act or (ii) are persons who subscribe, as
principal, for Placing Shares at a minimum placing price of
ZAR1,000,000, as envisaged in section 96(1)(b) of the South African
Companies Act, in each case to whom the Placing is specifically
addressed; |
| |
|
|
| 10. |
|
that, if in the Republic of South
Africa, it is a person referred to in paragraph 9 above; |
| |
|
|
| 11. |
|
if it has received any
confidential price sensitive information about the Company in
advance of the Placing, it has not: (i) dealt in the securities of
the Company; (ii) encouraged or required another person to deal in
the securities of the Company; or (iii) disclosed such information
to any person, prior to the information being made generally
available; |
| |
|
|
| 12. |
|
it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Terrorism Act 2006, the Criminal Justice (Money
Laundering and Terrorism Financing) Act 2010 and 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 it is making payment on
behalf of a third party, it has obtained and recorded satisfactory
evidence to verify the identity of the third party as may be
required by the Regulations; |
| |
|
|
| 13. |
|
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 the Financial
Services and Markets Act 2000 ("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; |
| |
|
|
| 14. |
|
it is not acting in concert
(within the meaning given in the City Code on Takeovers and
Mergers) with any other Placee or any other person in relation to
the Company; |
| |
|
|
| 15. |
|
it has complied and will comply
with all applicable laws (including all provisions of FSMA) with
respect to anything done by it in relation to the Placing Shares
in, from or otherwise involving, the United Kingdom; |
| |
|
|
| 16. |
|
unless otherwise agreed by the
Company (after agreement with the Joint Bookrunners), it is not,
and at the time the Placing Shares are subscribed for and purchased
will not be, subscribing for and on behalf of a resident of Canada,
Australia, Japan or any other Excluded Territory and further
acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of any Excluded
Territory and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdiction. |
| |
|
|
| 17. |
|
it acknowledges that the Placing
Shares have not been and will not be registered under the U.S.
Securities Act or the securities laws of any state in the United
States, and the Placing Shares may not be offered, sold or
transferred in the United States or to, or for the benefit or
account of a U.S. Person unless registered under the U.S.
Securities Act and applicable state securities laws or pursuant to
an exemption from such registration requirements and upon delivery
of an opinion of counsel of recognised standing reasonably
satisfactory to the Company to such effect, if requested; |
| |
|
|
| 18. |
|
the Placing Shares are subject to
a 40 day “distribution compliance period” (as defined in Regulation
S under the U.S. Securities Act, the “Distribution
Compliance Period”), and the Placing Shares may not be
offered or sold, prior to the expiration of the Distribution
Compliance Period, unless (A) in accordance with Rule 903 or 904 of
Regulation S under the U.S. Securities Act; (B) pursuant to an
effective registration statement under the U.S. Securities Act; or
(C) pursuant to an available exemption from the registration
requirements of the U.S. Securities Act, upon delivery of an
opinion of counsel of recognised standing reasonably satisfactory
to the Company to such effect, if requested. The Placee further
confirms that it is not a distributor (as defined in Regulation S
under the U.S. Securities Act, a “Distributor”) or
an affiliate of any Distributor, and is not purchasing the Placing
Shares and will not sell any Placing Shares on behalf of the
Company or any Distributor; |
| |
|
|
| 19. |
|
it does not expect the Joint
Bookrunners to have any duties or responsibilities towards it for
providing protections afforded to clients under the rules of the
FCA Handbook (the "Rules") or advising it with
regard to the Placing Shares and that it is not, and will not be, a
client of either of the Joint Bookrunners as defined by the Rules.
Likewise, any payment by it will not be treated as client money
governed by the Rules; |
| |
|
|
| 20. |
|
any exercise by Cenkos and/or
Liberum of any right to terminate the Placing Agreement or of other
rights or discretions under the Placing Agreement or the Placing
shall be within Cenkos’ and/or Liberum’s absolute discretion and
the Joint Bookrunners shall not have any liability to it whatsoever
in relation to any decision to exercise or not to exercise any such
right or the timing thereof; |
| |
|
|
| 21. |
|
it has the funds available to pay
for the Placing Shares which it has agreed to acquire and
acknowledges, agrees and undertakes that it (and any person acting
on its behalf) will make payment to the relevant Joint Bookrunner
for the Placing Shares allocated to it 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 relevant Joint
Bookrunner may, in its absolute discretion, determine without
liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee’s Placing Shares on
its behalf; |
| |
|
|
| 22. |
|
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 in or into any Excluded Territory (including electronic
copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials
to any person; |
| |
|
|
| 23. |
|
neither it, nor the person
specified by it for registration as a holder of Placing Shares is,
or is acting as nominee(s) or agent(s) for, and that the Placing
Shares will not be allotted to, a person/person(s) whose business
either is or includes issuing depository receipts or the provision
of clearance services and therefore that the issue to the Placee,
or the person specified by the Placee for registration as holder,
of the Placing Shares will not give rise to a liability under any
of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services) and that the Placing Shares are
not being acquired in connection with arrangements to issue
depository receipts or to issue or transfer Placing Shares into a
clearance system; |
| |
|
|
| 24. |
|
the person who it specifies for
registration as holder of the Placing Shares will be: (i) itself;
or (ii) its nominee, as the case may be, and acknowledges that the
Joint Bookrunners and the Company will not be responsible for any
liability to pay stamp duty or stamp duty reserve tax (together
with interest and penalties) resulting from a failure to observe
this requirement; and each Placee and any person acting on behalf
of such Placee agrees to indemnify each of the Joint Brokers and
the Company and any person acting on their respective behalf in
respect of the same on an after tax basis and to participate in the
Placing on the basis that the Placing Shares will be allotted to a
CREST stock account of the relevant Joint Bookrunner who will hold
them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it; |
| |
|
|
| 25. |
|
where it is acquiring Placing
Shares for one or more managed accounts, it is authorised in
writing by each managed account to acquire Placing Shares for that
managed account; |
| |
|
|
| 26. |
|
if it is a pension fund or
investment company, its acquisition of any Placing Shares is in
full compliance with applicable laws and regulations; |
| |
|
|
| 27. |
|
it and/or each person on whose
behalf it is participating: (i) is entitled to acquire Placing
Shares pursuant to the Placing under the laws and regulations of
all relevant jurisdictions; (ii) has fully observed such laws and
regulations; and (iii) has the capacity and has obtained all
requisite authorities and consents (including, without limitation,
in the case of a person acting on behalf of a Placee, all requisite
authorities and consents to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and has complied
with all necessary formalities to enable it to enter into the
transactions and make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties
contemplated hereby and to perform and honour its obligations in
relation thereto on its own behalf (and in the case of a person
acting on behalf of a Placee on behalf of that Placee); (iv) does
so agree to the terms set out in this Appendix and does so make the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contained in this Announcement on its
own behalf (and in the case of a person acting on behalf of a
Placee on behalf of that Placee); and (v) is and will remain liable
to the Company and the Joint Bookrunners for the performance of all
its obligations as a Placee of the Placing (whether or not it is
acting on behalf of another person); |
| |
|
|
| 28. |
|
it is aware of the obligations
regarding insider dealing in the Criminal Justice Act 1993, market
abuse under the MAR and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those
obligations; |
| |
|
|
| 29. |
|
in order to ensure compliance
with the Money Laundering Regulations 2017 and analogous
legislation in other applicable jurisdictions, the Joint
Bookrunners (for their own purposes and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to the relevant Joint Bookrunner or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
the relevant Joint Bookrunner's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at the relevant Joint Bookrunner's or the
Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity the relevant Joint Bookrunner (for its own
purpose and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, the
relevant Joint Bookrunner and/or the Company may, at their absolute
discretion, terminate their commitment in respect of the Placing,
in which event the monies payable on acceptance of allotment will,
if already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited; |
| |
|
|
| 30. |
|
it has not offered or sold and
will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of
the FSMA; |
| |
|
|
| 31. |
|
it has not offered or sold and
will not offer or sell any Placing Shares to persons in any member
state of the EEA prior to Admission except to persons whose
ordinary activities involve them acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of
their business or otherwise in circumstances which have not
resulted and will not result in an offer to the public in any
member state of the EEA within the meaning of the EU Prospectus
Regulation; |
| |
|
|
| 32. |
|
to the extent necessary, it has
obtained any and all authorisations, approvals, consents or
exemptions which may be required under the Exchange Control
Regulations, 1961 issued under the South African Currency and
Exchanges Act, No. 9 of 1933 (including any applicable directive
and rulings of the Financial Surveillance Department of the South
African Reserve Bank and the National Treasury of South Africa), as
amended, in connection with its acquisition of Placing Shares
pursuant to the Placing; |
| |
|
|
| 33. |
|
participation in the Placing is
on the basis that, for the purposes of the Placing, it is not and
will not be a client of any of the Joint Bookrunners and that the
Joint Bookrunners do not have any duties or responsibilities to it
for providing the protections afforded to their clients nor for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or the contents of these terms and
conditions; |
| |
|
|
| 34. |
|
to provide the Joint Bookrunners
or the Company (as relevant) with such relevant documents as they
may reasonably request to comply with requests or requirements that
either they or the Company may receive from relevant regulators in
relation to the Placing, subject to its legal, regulatory and
compliance requirements and restrictions; |
| |
|
|
| 35. |
|
any agreements entered into by it
pursuant to these terms and conditions, and any non-contractual
obligations arising our of or in connection with such agreements,
shall be governed by and construed in accordance with the laws
of England and Wales and it submits (on its
behalf and on behalf of any Placee 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 agreements, 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 Joint Bookrunners or the
Company 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; |
| |
|
|
| 36. |
|
to fully and effectively
indemnify on an on-demand after tax basis and hold harmless the
Company, the Joint Bookrunners and each of their respective
affiliates, and any such person's respective affiliates,
subsidiaries, branches, associates and holding companies, and in
each case their respective directors, employees, officers and
agents from and against any and all losses, claims, damages,
liabilities, costs and expenses (including legal fees and
expenses): (i) arising from any breach by such Placee of any of the
provisions of these terms and conditions; (ii) incurred by either
Joint Bookrunner and/or the Company arising from the performance of
the Placee's obligations as set out in these terms and conditions
and (iii) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements or
undertakings contained in the Announcement and further agrees that
the provisions of these terms and conditions shall survive after
completion of the Placing; |
| |
|
|
| 37. |
|
in making any decision to
subscribe for the Placing Shares: (i) 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; (ii) 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; (iii) it
has relied on its own examination, due diligence and analysis of
the Company and its affiliates taken as a whole, including the
markets in which the Company operates, and the terms of the
Placing, including the merits and risks involved; (iv) it has had
sufficient time to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment; and (v)
will not look to the Joint Bookrunners or any of their respective
affiliates or any person acting on their behalf for all or part of
any such loss or losses it or they may suffer; |
| |
|
|
| 38. |
|
its commitment to acquire Placing
Shares 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
Bookrunners' conduct of the Placing; |
| |
|
|
| 39. |
|
it acknowledges and understands
that the Joint Bookrunners and the Company and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgments and
undertakings which are irrevocable; and |
| |
|
|
| 40. |
|
time is of the essence as regards
to its obligations under this Announcement. |
| |
|
|
| The foregoing
representations, warranties and confirmations are given for the
benefit of the Company as well as to each Joint Bookrunner for
itself and on behalf of the Company and are irrevocable. |
| |
| Please also note that
the agreement to allot and issue Placing Shares to Placees (or the
persons for whom Placees are contracting as agent) free of stamp
duty and stamp duty reserve tax in the UK relates only to
their allotment and issue to Placees, or such persons as they
nominate as their agents, direct from the Company for the Placing
Shares in question. Such agreement assumes that such Placing Shares
are not being acquired in connection with arrangements to issue
depositary receipts or to transfer such Placing Shares into a
clearance service. If there were any such arrangements, or the
settlement related to other dealing in such Placing Shares, stamp
duty or stamp duty reserve tax may be payable, for which none of
the Company nor the Joint Bookrunners would be responsible and
Placees shall indemnify the Company and the Joint Bookrunners on an
after-tax basis for any stamp duty or stamp duty reserve tax paid
by them in respect of any such arrangements or dealings.
Furthermore, each Placee agrees to indemnify on an after-tax basis
and hold each of the Joint Bookrunners and/or the Company and their
respective affiliates harmless from any and all interest, fines or
penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent. If this is the case, it would be sensible
for Placees to take their own advice and they should notify the
relevant Joint Bookrunner accordingly. In addition, Placees should
note that they will be liable for any capital duty, 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 acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares. |
Selling Restrictions
| By participating in
the Placing, a Placee (and any person acting on such Placee's
behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners
and the Company, the following: |
|
|
|
|
| 1. |
|
it is not a person who has a
registered address in, or is a resident, citizen or national of, a
country or countries, in which it is unlawful to make or accept an
offer to subscribe for Placing Shares; |
| |
|
|
| 2. |
|
it has fully observed and will
fully observe the applicable laws of any relevant territory,
including complying with the selling restrictions set out herein
and obtaining any requisite governmental or other consents and it
has fully observed and will fully observe any other requisite
formalities and pay any issue, transfer or other taxes due in such
territories; |
| |
|
|
| 3. |
|
if it is in the United
Kingdom, it is a person: (i) who has professional experience in
matters relating to investments and who falls within the definition
of "investment professionals" in Article 19(5) of the Order or who
falls within Article 49(2) of the Order, and (ii) is a "qualified
investor" as defined in Article 2(e) of the UK Prospectus
Regulation; |
| |
|
|
| 4. |
|
if it is in a member state of the
EEA, it is a "qualified investor" within the meaning of Article
2(e) of the EU Prospectus Regulation; |
| |
|
|
| 5. |
|
if it is in the Republic of South
Africa, it is a person in South Africa who (i) falls within any one
of the categories of persons set out in section 96(1)(a) of the
South African Companies Act or (ii) are persons who subscribe, as
principal, for Placing Shares at a minimum placing price of
ZAR1,000,000, as envisaged in section 96(1)(b) of the South African
Companies Act, in each case to whom the Placing is specifically
addressed; |
| |
|
|
| 6. |
|
it is a person whose ordinary
activities involve it (as principal or agent) in acquiring,
holding, managing or disposing of investments for the purpose of
its business and it undertakes that it will (as principal or agent)
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business; |
| |
|
|
| 7. |
|
it (on its behalf and on behalf
of any Placee on whose behalf it is acting) has: (a) fully observed
the laws of all relevant jurisdictions which apply to it; (b)
obtained all governmental and other consents which may be required;
(c) fully observed any other requisite formalities; (d) paid or
will pay any issue, transfer or other taxes; (e) not taken any
action which will or may result in the Company or the Joint
Bookrunners (or any of them) being in breach of a legal or
regulatory requirement of any territory in connection with the
Placing; (f) obtained all other necessary consents and authorities
required to enable it to give its commitment to subscribe for the
relevant Placing Shares; and (g) the power and capacity to, and
will, perform its obligations under the terms contained in these
terms and conditions; and |
| |
|
|
| 8. |
|
it and any account with respect
to which it exercises investment discretion is a non-U.S. Person
outside the United States and any offer or sale, if made prior to
the expiration of the Distribution Compliance Period, will be made
in accordance with the requirements of Regulation S under the U.S.
Securities Act. |
Miscellaneous
The Company reserves the right to treat as
invalid any application or purported application for Placing Shares
that appears to the Company or its agents to have been executed,
effected or dispatched from the United States or by, or
on behalf of, a U.S. Person or from any other Excluded Territory or
in a manner that may involve a breach of the laws or regulations of
any jurisdiction or if the Company or its agents believe that the
same may violate applicable legal or regulatory requirements or if
it provides an address for delivery of the share certificates of
Placing Shares in the United States, any other Excluded Territory,
or any other jurisdiction outside the United Kingdom in
which it would be unlawful to deliver such share certificates.
When a Placee or person acting on behalf of the
Placee is dealing with a Joint Bookrunner, any money held in an
account with the relevant Joint Bookrunner 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 the 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 relevant Joint Bookrunner's money
in accordance with the client money rules and will be used by the
relevant Joint Bookrunner in the course of their own business; and
the Placee will rank only as a general creditor of the relevant
Joint Bookrunner.
Times
Unless the context otherwise requires, all
references to time are to London time. All times and
dates in these terms and conditions may be subject to amendment.
The Joint Bookrunners will notify Placees and any persons acting on
behalf of the Placees of any changes.
APPENDIX 2 – DEFINITIONS
|
The following definitions apply throughout this Announcement unless
the context otherwise requires: |
|
|
|
|
|
Admission |
|
admission of the Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules. |
|
AIM |
|
AIM, the market operated by the London Stock Exchange. |
|
Announcement |
|
means this announcement (including its Appendices). |
|
Bookbuild |
|
means the accelerated bookbuilding process to be commenced by the
Joint Bookrunners to use reasonable endeavours to procure Placees
for the Placing Shares, as described in this Announcement and
subject to the terms and conditions set out in this Announcement
and the Placing Agreement. |
|
Business Day |
|
any day (other than a Saturday, a Sunday or a public holiday) on
which clearing banks are open for all normal banking business in
the city of London and/or South Africa. |
|
Cenkos |
|
means Cenkos Securities plc. |
|
Common Shares |
|
means the common shares of no par value each in the capital of the
Company, represented on AIM by Depository Interests. |
|
Company |
|
means Caledonia Mining Corporation Plc. |
|
CREST |
|
means the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which
Euroclear is the Operator (as defined in such Regulations) in
accordance with which securities may be held and transferred in
uncertificated form. |
|
Depositary Interests |
|
means the depositary interests representing Common Shares to be
issued by Computershare Investor Services PLC as depositary on
Admission under the instruction of the Company. |
|
EEA |
|
means European Economic Area. |
|
Excluded Territory |
|
means the United States, Australia, Canada, Japan or
any other jurisdiction in which such release, publication or
distribution would be unlawful. |
|
FCA or Financial Conduct Authority |
|
means the UK Financial Conduct Authority. |
|
FSMA |
|
means the Financial Services and Markets Act 2000 (as amended,
including any regulations made pursuant thereto). |
|
Fundraise |
|
together, the Placing and the Zimbabwe Placing. |
|
Group |
|
means the Company and its subsidiary undertakings. |
|
IH Securities |
|
means IH Securities (Private) Limited. |
|
Joint Bookrunners |
|
means Cenkos, Liberum and Standard Bank. |
|
Liberum |
|
means Liberum Capital Limited. |
|
LSE |
|
means London Stock Exchange plc. |
|
MAR |
|
means the Market Abuse Regulation (EU) No.596/2014 as it forms part
of the law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018. |
|
NYSE American |
|
means NYSE American stock exchange. |
|
Order |
|
has the meaning given to it in Appendix 1 of this
Announcement. |
|
Placee |
|
means any person procured by either of the Joint Bookrunners
(acting as agents for and on behalf of the Company), on the terms
and subject to the conditions of the Placing Agreement, to
subscribe for the Placing Shares pursuant to the Placing. |
|
Placing |
|
has the meaning given to it in the main body of this
Announcement. |
|
Placing Agreement |
|
has the meaning given to it in Appendix I to this
Announcement. |
|
Placing Price |
|
means £11.15 per Placing Share. |
|
Placing Shares |
|
the Depositary Interests representing new Common Shares proposed to
be issued by the Depositary to Placees pursuant to the Placing
(which term shall also refer, where the context permits, to the
Common Shares underlying such Depositary Interests issued by the
Company). |
|
Regulations |
|
has the meaning given to it in Appendix 1 of this
Announcement. |
|
Regulation S |
|
means Regulation S promulgated under the Securities Act. |
|
Regulatory Information Service |
|
means a primary information provider that has been approved by the
FCA to disseminate regulated information. |
|
Relevant Persons |
|
has the meaning given to in in Appendix 1 of this
Announcement. |
|
SA Placing |
|
the part of the Placing being managed by Standard Bank in South
Africa. |
|
Standard Bank |
|
meaning The Standard Bank of South Africa Limited (acting through
its Corporate and Investment Banking division). |
|
UK Prospectus Regulation |
|
means Prospectus Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act
2018. |
|
United Kingdom or UK |
|
means the United Kingdom of Great Britain and Northern
Ireland. |
|
U.S. Person |
|
means “U.S. person” as that term is defined in Rule 902(k) of
Regulation S. |
|
U.S. Securities Act |
|
means the United States Securities Act of 1933, as amended. |
|
United States |
|
means the United States of America, its territories and
possessions, any State of the United States, and the District of
Columbia. |
|
VFEX |
|
means Victoria Falls Stock Exchange. |
|
ZDRs |
|
means Zimbabwe depository receipts. |
|
Zimbabwe Placing |
|
has the meaning given to it in the main body of this
Announcement. |
1 Refer to the technical report entitled "NI 43-101 Technical
Report on the Blanket Gold Mine, Zimbabwe" with effective date
September 2022 prepared by Minxcon (Pty) Ltd filed by the Company
on SEDAR (www.sedar.com) on March 13, 20232 Refer to the technical
report entitled "BILBOES GOLD PROJECT FEASIBILITY STUDY" with
effective date December 15, 2021 prepared by DRA Projects (Pty) Ltd
and filed by the Company on SEDAR on July 21, 20223 Refer to the
technical report entitled "BILBOES GOLD PROJECT FEASIBILITY STUDY"
with effective date December 15, 2021 prepared by DRA Projects
(Pty) Ltd and filed by the Company on SEDAR on July 21, 20224 Refer
to technical report entitled "Caledonia Mining Corporation Plc
Updated NI 43-101 Mineral Resource Report on the Maligreen Gold
Project, Zimbabwe" dated November 3, 2022 prepared by Minxcon (Pty)
Ltd and filed on SEDAR on November 7, 2022
Caledonia Mining (AMEX:CMCL)
Graphique Historique de l'Action
De Mai 2023 à Juin 2023
Caledonia Mining (AMEX:CMCL)
Graphique Historique de l'Action
De Juin 2022 à Juin 2023
