TIDMARB
RNS Number : 4288G
Argo Blockchain PLC
18 July 2023
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
18 July 2023
ARGO BLOCKCHAIN PLC
("Argo" or "the Company")
Proposed Placing of and Retail Offer for New Ordinary Shares
Argo Blockchain PLC, a global leader in cryptocurrency mining
(LSE: ARB; NASDAQ: ARBK), announces its intention to conduct a non
pre-emptive placing of a minimum of 47,750,000 new ordinary shares
(the "Placing Shares") of GBP0.001 each in the capital of the
Company (the "Placing").
The issue price for the Placing Shares is 10 pence per Placing
Share (the "Placing Price"), representing a discount of
approximately 14 per cent. to the 30 trading day VWAP of the
Company's existing ordinary shares for the period ended on 18 July
2023, and a discount of 25.92 per cent. to the closing mid-price of
the Company's ordinary shares on 18 July 2023.
In addition to the Placing, the Company intends to make an offer
on the PrimaryBid platform of new ordinary shares in the capital of
the Company (the "Retail Shares") at the Placing Price (the "Retail
Offer"), to provide retail investors with an opportunity to
participate in the equity fundraise. A separate announcement will
be made shortly regarding the Retail Offer and its terms.
The Retail Offer is conditional on the Placing, but the Placing
is not conditional on the Retail Offer.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuilding Process") which will be
launched immediately following this announcement and will be made
available to new and existing eligible institutional investors. The
Placing is subject to the terms and conditions set out in Appendix
1 to this announcement (which forms part of this announcement, such
announcement and its Appendices together being this
"Announcement"). The Retail Shares will be subscribed for on the
basis set out in the separate announcement regarding the Retail
Offer released by the Company today, rather than pursuant to the
terms and conditions of the Placing contained in Appendix 1 to this
Announcement.
Rationale for the Placing and Use of proceeds
The proceeds of the proposed Placing and Retail Offer (together,
the "Capital Raise") will be used to reduce the Company's
outstanding indebtedness and to pursue strategic growth
projects.
The Company currently has approximately GBP59.1 million of debt
outstanding, including approximately GBP25.0 million owed to Galaxy
Digital under an asset-backed loan and approximately GBP31.4
million of senior unsecured notes. The Company is confident that
using a portion of the proceeds to reduce its indebtedness will be
accretive to shareholders by reducing interest expense and
strengthening the balance sheet.
The Company is evaluating a number of opportunities with power
generators to help capture the full economic value of their
stranded or underutilized energy. A portion of the proceeds from
the Capital Raise will be used to pursue growth projects of this
nature, which the Company believes will create long term
shareholder value.
Details of the Placing
Tennyson Securities (a trading name of Shard Capital Partners
LLP) is acting as the Company's agent (the "Agent") in connection
with the Placing.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement.
The Agent will commence the Bookbuilding Process immediately
following the release of this Announcement in respect of the
Placing. The price at which the Placing Shares are to be placed
will be the Placing Price. The book will open with immediate effect
following this Announcement. The timing of the closing of the book,
pricing and allocations are at the absolute discretion of the
Company and the Agent. Details of the Placing Price and the number
of Placing Shares and Retail Shares to be issued will be announced
as soon as practicable after the close of the Bookbuilding Process.
The Retail Shares will be issued at the same price as the Placing
Price.
The Placing Shares and the Retail Shares, when issued, will be
fully paid and will rank pari passu in all respects with each other
and with the existing ordinary shares of the Company, including,
without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares and the Retail
Shares to the standard listing segment of the Official List; and
(ii) to London Stock Exchange plc for admission of the Placing
Shares and the Retail Shares to trading on its main market for
listed securities (together, "Admission").
Settlement for the Placing Shares and the Retail Shares and
Admission is expected to take place on or before 8.00 a.m. on 24
July 2023. The Placing and the Retail Offer are conditional upon,
among other things, Admission becoming effective. The Placing is
also conditional upon the placing agreement between the Company and
the Agent (the "Placing Agreement") not being terminated in
accordance with its terms.
This Announcement should be read in its entirety. Appendix 1 to
this Announcement sets out further information relating to the
terms and conditions of the Placing. Investors who have chosen to
participate in the Placing, by making an oral or written offer to
acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including Appendix 1) and to be
making such offer on the terms and subject to the conditions
herein, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings contained in Appendix
1.
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (Regulation (EU) No 596/2014), as it
forms part of retained EU law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 ("UK MAR"). Market
soundings, as defined in UK MAR, were taken in respect of the
Placing, with the result that certain persons became aware of
inside information relating to the Company and its securities, as
permitted by UK MAR. That inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
inside information relating to the Company and its securities.
For further information please contact:
Argo Blockchain
Investor Relations ir@argoblockchain.com
------------------------------
Tennyson Securities
------------------------------
Joint Corporate Broker
Peter Krens +44 207 186 9030
------------------------------
Tancredi Intelligent Communication
UK & Europe Media Relations
------------------------------
Salamander Davoudi argoblock@tancredigroup.com
Emma Valgimigli
Fabio Galloni-Roversi Monaco
Nasser Al-Sayed
------------------------------
About Argo:
Argo Blockchain plc is a dual-listed (LSE: ARB; NASDAQ: ARBK)
blockchain technology company focused on large-scale cryptocurrency
mining. With mining facilities in Quebec, mining operations in
Texas, and offices in the US, Canada, and the UK, Argo's global,
sustainable operations are predominantly powered by renewable
energy. In 2021, Argo became the first climate positive
cryptocurrency mining company, and a signatory to the Crypto
Climate Accord. For more information, visit www.argoblockchain.com
.
APPIX 1 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING APPIX 1) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT 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 MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM,
'QUALIFIED INVESTORS' WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK
VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION") WHO ARE (I) PERSONS 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 (II) PERSONS WHO ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES
OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE
ORDER; OR (c) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL
TO COMMUNICATE IT TO (EACH SUCH PERSONS REFERRED TO ABOVE AS
"RELEVANT PERSONS"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS
ANNOUNCEMENT. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE EITHER A QUALIFIED INVESTOR OR A
RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT QUALIFIED INVESTORS IN THE EEA
AND RELEVANT PERSONS IN THE UNITED KINGDOM. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY IN MEMBER STATES OF THE EEA TO QUALIFIED INVESTORS
AND IN THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA AND
RELEVANT PERSONS IN THE UNITED KINGDOM.
THIS ANNOUNCEMENT (INCLUDING APPIX 1) DOES NOT ITSELF CONSTITUTE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN ADVISERS
AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A
SUBSCRIPTION FOR THE PLACING SHARES (AS DEFINED BELOW).
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND
THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH
AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States. Accordingly, the Placing Shares
may not be offered, sold or transferred, directly or indirectly, in
or into the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States. The
Placing Shares are being offered and sold by the Company (A)
outside the United States in offshore transactions as defined in,
and pursuant to, Regulation S under the Securities Act ("Regulation
S") and (B) in the United States only to persons reasonably
believed to be "qualified institutional buyers" in transactions not
involving a "public offering" within the meaning of section 4(a)(2)
of the Securities Act pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. There will be no public offering of the Placing
Shares in the United States, the United Kingdom, Australia, Canada,
South Africa, Japan or elsewhere.
The Placing has not been approved and will not be approved or
disapproved by the United States Securities and Exchange
Commission, any state securities commission or any other regulatory
authority in the United States, nor have any of the authorities in
Australia, Canada, South Africa, Japan or any other jurisdiction in
which a registration statement or prospectus would be required to
be filed in connection with the Placing Shares passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this Announcement. Any representation to the contrary is
unlawful.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of new ordinary shares (the "Placing
Shares") by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given ("Placees"), will
be deemed to: (i) have read and understood this Announcement
(including Appendix 1 ) in its entirety; and (ii) to be making (and
shall only be permitted to participate in the Placing on the basis
that they have made) such offer on the terms and conditions, and to
be providing the representations, warranties, indemnities,
acknowledgements, undertakings and agreements, contained in this
Appendix 1. In particular, each such Placee represents, warrants,
acknowledges and agrees that:
1. If it is in the United Kingdom it is a Relevant Person and if
it is in the member state of the EEA it is a Qualified Investor,
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;
2. 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 representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement
(including this Appendix 1);
4. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation and the UK Prospectus
Regulation, that it understands that any Placing Shares 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 in a member state of the EEA to Qualified
Investors or in the United Kingdom to Relevant Persons, or in
circumstances in which the prior consent of the Agent has been
given to each such proposed offer or resale;
5. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold, directly or
indirectly, within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States ;
6. it and the person(s), if any, for whose account or benefit it
is acquiring the Placing Shares are either (a)(i) outside the
United States and will be outside the United States at the time the
Placing Shares are acquired by it and (ii) acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S; or (b) a "qualified institutional buyer"
as defined in Rule 144A under the Securities Act (a "QIB") acting
for its own account or for the account of one or more QIBs, each of
which is acquiring beneficial interests in the Placing Shares for
its own account (if acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such person) who has executed and
delivered to the Company and the Agent a US investor letter
substantially in the form provided to it; and
7. the Company and Tennyson Securities, a trading name of Shard
Capital Partners LLP (the "Agent") will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements. None of the Company, the Agent or
any of their respective affiliates or any of their respective
Representatives (as defined below) makes any representation to any
Placee regarding an investment in the Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Details of the Placing Agreement and of the Placing Shares
The Agent and the Company have today entered into a placing
agreement (the "Placing Agreement") under which, subject to the
terms and conditions set out therein, the Agent has agreed, as
agent for and on behalf of the Company, to use its reasonable
endeavours to procure Placees for new ordinary shares of GBP0.001
each in the capital of the Company (the "Placing Shares") at an
issue price for the Placing Shares of 10 pence per Placing Share
(the "Placing Price"), with the number of Placing Shares to be
determined following completion of the bookbuilding process in
respect of the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of GBP0.001 each in the capital of the Company (the
"Ordinary Shares"), including, without limitation, the right to
receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after Admission (as defined
below).
Application for listing and admission to trading
Application will be made for the Placing Shares to be admitted
to the standard listing segment of the Official List of the
Financial Conduct Authority (the "FCA") (the "Official List") and
to be admitted to trading on the main market for listed securities
of London Stock Exchange plc (the "London Stock Exchange").
It is expected that settlement and admission of the Placing
Shares will take place on or before 8.00 a.m. on 24 July 2023 ("
Admission") and that dealings in the Placing Shares on the main
market of the London Stock Exchange will commence at the same time
(or such later time and/or date as the Agent may agree with the
Company). The Placing is conditional upon, among other things, the
Placing Agreement not being terminated in accordance with its
terms.
Bookbuild
Following this Announcement, the Agent will today commence an
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuild"). This
Appendix 1 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.
Members of the public are not entitled to participate.
The Agent and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. The Agent is acting as agent for the Company in connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Agent.
3. The Bookbuild will be conducted on the basis of a single
price per Placing Share payable to the Agent, as agent for and on
behalf of the Company, by all Placees whose bids are successful
(such price being the Placing Price). The final number of Placing
Shares to be issued at the Placing Price will be determined by the
Company (in consultation with the Agent) following completion of
the Bookbuild and any discount to the market price of the Ordinary
Shares will be determined in accordance with the Listing Rules of
the FCA. The final number of Placing Shares to be issued at the
Placing Price will be announced on a Regulatory Information Service
("RIS") following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at the Agent. Each bid should state the number of
Placing Shares which the prospective Placee wishes to acquire at
the Placing Price. Bids may be scaled down by the Agent on the
basis referred to in paragraph 8 below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix 1 and will be legally binding on
the Placee on behalf of which it is made and, except with the
Agent's consent, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to
the Agent, as agent for and on behalf of the Company, to pay it in
cleared funds immediately on the settlement date, in accordance
with the registration and settlement requirements set out below, an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for and the
Company has agreed to allot.
6. The Bookbuild is expected to close no later than 8.00 a.m.
(London time) on 19 July 2023 but may be closed earlier or later at
the discretion of the Agent and the Company. The Agent may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
the Agent and the Company and will be confirmed orally or in
writing (which can include email) by the Agent (as agent for and on
behalf of the Company) following close of the Bookbuild and a trade
confirmation will be despatched thereafter. This oral confirmation
to such Placee will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) in favour of the Agent and the Company to acquire the
number of Placing Shares allocated to it at the Placing Price on
the terms and conditions set out in this Appendix 1 and in
accordance with the Company's articles of association and each
Placee will be deemed to have read and understood this Announcement
(including Appendix 1) in its entirety. The terms of this Appendix
1 will be deemed incorporated by reference in the trade
confirmation. All obligations under the Bookbuild and the 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 "Right to terminate under the Placing Agreement". By
participating in the Placing, each Placee will agree 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 after confirmation (oral
or otherwise) by the Agent.
8. The Agent may choose to accept bids, either in whole or in
part, on the basis of allocations determined in agreement with the
Company and may scale down any bids for this purpose on such basis
as they may determine. The Agent may also, notwithstanding
paragraphs 3 and 4 above, and 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. The Company reserves the
right (upon consultation with the Agent) to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its
absolute discretion.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and settlement".
10. Except as required by law or regulation, no press release or
other announcement will be made by the Agent or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
11. To the fullest extent permissible by law, none of the Agent,
the Company or any of their respective affiliates or any of their
respective directors, officers, partners, employees, advisers or
agents (collectively, "Representatives") shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Agent, the Company or any of their respective
affiliates or any of their respective Representatives shall have
any liability (including to the fullest extent permissible by law,
any fiduciary duties) in respect of the conduct of the Placing or
of such alternative method of effecting the Placing as the Agent
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 obligations of the Agent under the Placing Agreement in
respect of the placing of the Placing Shares are conditional upon,
inter alia:
(a) a minimum of 47,500,000 Placing Shares being subscribed for
by investors pursuant to the Placing;
(b) Admission occurring by no later than 8.00 a.m. on 24 July
2023 (or such later time or date the Agent may agree with the
Company, being not later than 4 August 2023 );
(c) the Company's warranties contained in the Placing Agreement
(the "Warranties") being true and accurate and not misleading on
and as at the date of the Placing Agreement and at all times up to
Admission;
(d) the Company complying with its obligations and undertakings
under the Placing Agreement so far as the same fall to be performed
or satisfied on or prior to Admission ;
(e) there not having occurred, since the date of the Placing
Agreement and at any time prior to Admission, any material adverse
change; and
(f) no matter having arisen which might reasonably give be
expected to give rise to an indemnity claim under the Placing
Agreement .
The Agent has discretion to waive compliance with certain of the
conditions and/or agree an extension in time for their
satisfaction.
If: (a) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled (or,
where permitted, waived or extended in writing by the Agent) or
have become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later time and/or
date as the Company and the Agent may agree); or (b) the Placing
Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
By participating in the Placing each Placee agrees that neither
the Agent nor any of its affiliates nor any of its Representatives
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
Agent.
Right to terminate under the Placing Agreement
The Agent, for itself in its capacity as agent, is entitled, in
its absolute discretion acting in good faith and after consultation
(to the extent reasonably practicable) with the Company, at any
time before Admission, to terminate the Placing Agreement by giving
notice to the Company if, amongst other things, (a) any of the
conditions to the placing of the Placing Shares have not been
satisfied or (where permitted) waived, (b) any of the Warranties
are not or cease to be true and accurate or have become misleading
in any material respect; (c) there has been a breach by the Company
of any of its obligations or undertakings contained in the Placing
Agreement ; or (d) since the date of the Placing Agreement, there
has been a material adverse change.
Upon such notice being given, such 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, Placees agree that the exercise
by the Agent of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
the Agent and that the Agent does not need to make any reference
to, consult with, or seek consent from, Placees and that none of
the Company or the Agent or any of their respective affiliates or
any of their respective Representatives shall have any liability to
Placees whatsoever in connection with any exercise or failure to
exercise any right of termination or other discretion.
No prospectus
No offering document, admission document or prospectus has been
or will be submitted to be approved by the FCA (or any other
authority) or submitted to the London Stock Exchange in relation to
the Placing or any of the Admissions and no such prospectus is
required (in accordance with the UK Prospectus Regulation) to be
published in the United Kingdom or any equivalent document in any
other jurisdiction .
Placees' commitments will be made solely on the basis of their
own assessment of the Company, the Placing Shares and the Placing
based on information contained in this Announcement (including
Appendix 1 ) released by the Company today and any information
publicly announced to a RIS by or on behalf of the Company on or
prior to the date of this Announcement and subject to the further
terms set forth in the trade confirmation to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including Appendix 1 ) and
all other publicly available information previously and
simultaneously published by the Company by notification to a RIS 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 Agent or any other person and none of the Company or
Agent or any of their respective affiliates or any of their
respective Representatives will be liable for any Placee's decision
to participate in the Placing based on any other information,
representation, warranty or statement which the Placee 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 or limit the
liability of any person for fraudulent misrepresentation by that
person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission, unless otherwise agreed, will take place within the
CREST system, subject to certain exceptions. The Agent and the
Company reserve the right to require settlement for and delivery of
the Placing Shares (or a portion thereof) to Placees in
certificated form if delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with
the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation
stating the total number of Placing Shares to be allocated to it at
the Placing Price 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 that it has in place with the
relevant Bank.
The Company will deliver the Placing Shares (at the applicable
times) to a CREST account operated by the Agent as the Company's
agent and the Agent will enter its delivery (DEL) instruction into
the CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment at the applicable
time.
It is expected that settlement of the Placing Shares will be on
24 July 2023 on a T+3 basis on a delivery versus payment basis in
accordance with the instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees
on the due date in accordance with the arrangements set out above
at the rate of two percentage points above SOFR as determined by
the Agent.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Agent (as agent for and on behalf of the
Company) 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 Company's 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 stamp duty or stamp duty reserve tax or other similar taxes
(together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confirms on the Agent all such authorities and powers
necessary to carry out any such transaction and agrees to ratify
and confirm all actions which the Agent lawfully take on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax (and/or any interest, fines or penalties
relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), neither the Agent nor the Company
shall be responsible for the payment thereof. Placees shall not be
entitled to receive any fee or commission in connection with the
Placing.
Representations and warranties and further terms
By submitting a bid and/or participating in the Bookbuild and
Placing each prospective Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes,
represents, warrants and agrees (as the case may be) with each
Agent and the Company, in each case as a fundamental term of its
application for Placing Shares), the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its subscription for and purchase of
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and it has not relied on, and will not rely on,
any other information given or any 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;
2. that no offering document, offering memorandum, admission
document or prospectus has been or will be prepared in connection
with the Placing or is required under the EU Prospectus Regulation
or UK Prospectus Regulation and it has not received and will not
receive a prospectus, offering memorandum, admission document or
other offering document in connection with the Placing or the
Placing Shares;
3. (i) it has made its own assessment of the Company, the
Placing Shares, the terms of the Bookbuild and the Placing based on
this Announcement (including Appendix 1) and any information
publicly announced to a Regulatory Information Service by or on
behalf of the Company prior to the date of this Announcement (the
"Publicly Available Information"); (ii) the Ordinary Shares are
admitted to the standard listing segment of the Official List of
the FCA and to trading on the London Stock Exchange's main market
for listed securities and the Company is therefore required to
publish certain business and financial information in accordance
with the Market Abuse Regulation (EU) No.596/2014 ("MAR"), in the
period up to and including 31 December 2020, and from 1 January
2021 in accordance with the UK version of the Market Abuse
Regulation (EU) No.596/2014, which forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018) ("UK MAR") and the
rules and practices of the London Stock Exchange (the "Exchange
Information"), which includes a description of the nature of the
Company's business, most recent balance sheet and profit and loss
account, and similar statements for preceding years, and it has
reviewed such Exchange Information as it has deemed necessary or
that it is able to obtain or access the Exchange Information
without undue difficulty; and (iii) it has had access to such
financial and other information (including the business, financial
condition, prospects, creditworthiness, status and affairs of the
Company, the Placing and the Placing Shares, as well as the
opportunity to ask questions) concerning the Company, the
Bookbuild, the Placing and the Placing Shares as it has deemed
necessary in connection with its own investment decision to acquire
any of the Placing Shares and has
satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to
participate in the Bookbuild and the Placing;
4. that the content of this Announcement is exclusively the
responsibility of the Company and that neither the Agent nor any of
its affiliates nor any of their respective Representatives nor any
person acting on their behalf has or shall have any responsibility
or liability for any information, representation or statement
contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company, including,
without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Bookbuild
and the Placing based on any information, representation or
statement contained in this Announcement or any information
previously published by or on behalf of the Company or otherwise.
Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Publicly Available
Information including (without limitation) the Exchange
Information, such information being all that it deems necessary
and/or appropriate 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 investigations, representations,
warranties or statements made by the Agent or the Company or any of
their respective affiliates or any of their respective
Representatives or any person acting on their behalf and neither
the Agent nor the Company nor any of their respective affiliates,
nor any of their respective Representatives nor any person acting
on their behalf will be liable for any Placee's decision to accept
an invitation to participate in the Placing or the Bookbuild based
on any other information, representation, warranty or statement.
Each Placee further acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Bookbuild and the
Placing;
5. (i) neither the Agent nor any of its affiliates nor any of
their respective Representatives nor any person acting on their
behalf have made any representations to it, express or implied,
with respect to the Company, the Bookbuild, the Placing and the
Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information or the Exchange Information, and
each of them expressly disclaims any liability in respect thereof;
and (ii) it will not hold the Agent or any of its affiliates or any
of their respective Representatives or any person acting on their
behalf responsible for any misstatements in or omissions from the
Publicly Available Information or the Exchange Information. Nothing
in this paragraph or otherwise in this Announcement excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6. none of the Agent or the Company or any of their respective
affiliates or any of their respective Representatives or any person
acting on behalf of any of them has provided, and none of them will
provide, to it any material regarding the Placing Shares or the
Company or any other person other than this Announcement, nor has
it requested that any of the Agent, the Company, any of their
respective affiliates, any of their respective Representatives or
any person acting on behalf of any of them to provide it with any
such material;
7. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or with any regulatory
authority of any state or other jurisdiction of the United States;
(ii) the Placing Shares are being offered and sold only (a) to
persons reasonably believed to be QIBs in transactions exempt from,
the registration requirements of the Securities Act or (b) in an
"offshore transaction" within the meaning of and pursuant to
Regulation S under the Securities Act; (iii) the Placing Shares may
only be reoffered or resold in transactions exempt from, or not
subject to, the registration requirements of the Securities Act and
no representation has been made as to the availability of any
exemption under the Securities Act or any relevant state or other
jurisdiction's securities laws for the reoffer, resale, pledge or
transfer of the Placing Shares; and (iv) a prospectus will not be
published in respect of any of the Placing Shares under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States;
8. it is not an affiliate (as defined in Rule 501(b) under the
Securities Act) of the Company, and is not acting on behalf of an
affiliate of the Company;
9. the Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and for so long as the Placing Shares are
restricted securities, it will segregate such Placing Shares from
any other shares in the Company that it holds that are not
restricted securities, will not deposit the Placing Shares into any
depositary receipt facility maintained by any depositary bank in
respect of the Company's ordinary shares and will notify any
subsequent transferee of such Placing Shares of the applicable
transfer restrictions;
10. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States (including electronic copies thereof) to any person,
and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
11. 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 or South Africa and further
acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of Australia, Canada,
Japan or South Africa and, subject to certain exceptions, may not
be offered, sold, transferred, delivered or distributed, directly
or indirectly, in or into those jurisdictions;
12. if it received any "inside information" as defined in the UK
MAR concerning the Company or its shares or other securities or
related financial instruments 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 except as
permitted by UK MAR, prior to the information being made publicly
available;
13. it has complied with its obligations under the Criminal
Justice Act 1993, MAR, UK MAR, any delegating acts, implementing
acts, technical standards and guidelines and Section 118 of FSMA
thereunder, and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (as amended) (the
"Regulations") and the Money Laundering Sourcebook of the FCA 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. If
within a reasonable time after a request for verification of
identity, the Agent has not received such satisfactory evidence,
the Agent may, at its absolute discretion, terminate the Placee's
Placing participation in which event all funds delivered by the
Placee to the Agent will be returned without interest to the
account of the drawee bank or CREST account from which they were
originally debited;
14. if it is in the United Kingdom it is a Relevant Person and
if it is in a member state of the EEA it is a Qualified Investor
and undertakes that it will subscribe for, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of
its business;
15. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons in the United Kingdom and Qualified Investors in a member
state of the EEA and will be engaged in only with Relevant Persons
in the United Kingdom and Qualified Investors in a member state of
the EEA, and further understands that this Announcement must not be
acted on or relied on by persons who are not Relevant Persons in
the United Kingdom and Qualified Investors in a member state of the
EEA;
16. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation and Article 5(1) of
the UK Prospectus Regulation, that the Placing Shares subscribed
for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a member
state of the EEA other than Qualified Investors or persons in the
UK other than Relevant Persons, or in circumstances in which the
prior consent of the Agent has been given to the proposed offer or
resale;
17. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
Relevant Persons 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;
18. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that 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 in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
19. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
20. it has complied and will comply with all applicable laws
(including all relevant provisions of FSMA) with respect to
anything done by it in relation to the Placing Shares;
21. if in the United Kingdom, it is a Qualified Investor within
the meaning of Article 2(e) of the UK Prospectus Regulation and is
also a person (i) having professional experience in matters
relating to investments and who falls 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 (ii) who falls within Article 49(2)(a)
to (d) of the Order; or (iii) to whom this Announcement may
otherwise lawfully be communicated;
22. if it is in a member state of the EEA, it is a Qualified
Investor;
23. if in the United Kingdom, unless otherwise agreed by the
Agent, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook and it is acquiring Placing Shares for investment only
and not with a view to resale or distribution;
24. no action has been or will be taken by either the Company or
the Agent or any person acting on behalf of the Company or the
Agent that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action
for that purpose is required;
25. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty reserve tax under any of sections
67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and
clearance services) and 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;
26. (i) it is acting as principal in respect of the Placing and
has the power and authority to carry on the activities in which it
is engaged, to subscribe for Placing Shares and to execute and
deliver all documents necessary for such subscription; and/or (ii)
if it is acting for any other person (A) it is duly authorised to
do so and has full power to make the acknowledgments,
representations, undertakings and agreements and give the
indemnities herein on behalf of each such person; and (B) it is and
will remain liable to the Company and/or the Agent 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). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of
any person for whom it is acting;
27. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
28. (i) it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; (iii) it has fully observed such laws and obtained
all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities and that it
has not taken any action or omitted to take any action which will
or may result in the Agent or the Company or any of their
respective affiliates or any of their respective Representatives
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing; and (iv) the
subscription of the Placing Shares by it or any person acting on
its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
29. it (and any person acting on its behalf) has the funds
available to pay for, and has all necessary capacity and has
obtained all necessary consents and authorities to enable it to
commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations;
30. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement (including Appendix 1 ), on the
due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as the
Agent may in its absolute discretion determine and without
liability to such Placee, and it will remain liable for any amount
by which the net proceeds of such sale falls short of the product
of the Placing Price and the number of Placing Shares allocated to
it and may be required to bear any stamp duty or stamp duty reserve
tax or other similar taxes (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;
31. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that the Agent or the Company may call
upon it to acquire a lower number of Placing Shares (if any), but
in no event in aggregate more than the aforementioned maximum;
32. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither the Agent nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to indemnify and hold harmless the Company, the Agent, their
respective affiliates and any of their respective Representatives
in respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of the
Agent who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
33. the Placing does not constitute a recommendation or
financial product advice and the Agent have not had regard to its
particular objectives, financial situation and needs;
34. none of the Agent, any of its affiliates, any of their
respective Representatives or any person acting on behalf of any of
them, is making any recommendations to it or, 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 the Agent and that
the Agent does not have any duties or responsibilities to it for
providing the protections afforded to its clients or customers or
for providing advice in relation to the Placing or in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement or for the exercise or
performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
35. that in making any decision to acquire the Placing Shares
(i) it has such knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
acquiring the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, 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 and its affiliates operate, and the terms of the Placing,
including the merits and risks involved and not upon any view
expressed or information provided by or on behalf of the Agent,
(iv) it has had sufficient time and access to information 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 has so
conducted its own investigation to the extent it deems necessary to
enable it to make an informed and intelligent decision with respect
to making an investment in the Placing Shares , (v) it is aware and
understands that an investment in the Placing Shares involves a
considerable degree of risk and (vi) it will not look to the
Company, the Agent, any of their respective affiliates, any of
their respective Representatives or any person acting on their
behalf for all or part of any such loss or losses it or they may
suffer;
36. in connection with the Placing, the Agent and any of its
affiliates or their respective Representatives acting as an
investor for its own account may take up a portion of the Placing
Shares and in that capacity may acquire, 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 the Agent or its affiliates or their respective
Representatives acting in such capacity. In addition the Agent may
enter into financing arrangements and swaps with investors in
connection with which the Agent may from time to time acquire, hold
or dispose of such securities of the Company, including the Placing
Shares. The Agent does 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;
37. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Agent as its agent for the purposes
of executing and delivering to the Company and/or its registrars
any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing;
38. its commitment to acquire the Placing Shares on the terms
set out herein and in the trade confirmation will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and Placees will have no right
to be consulted or require that their consent be obtained with
respect to the Company's or the Agent's conduct of the Placing or
Bookbuild;
39. the terms and conditions and any agreements entered into by
it pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements
shall be governed by and construed in accordance with the laws of
England 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 agreements and such non-contractual
obligations, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company or the
Agent 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;
40. it will indemnify on an after-tax basis and hold each of the
Company and the Agent and their respective affiliates and their
respective Representatives harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of, directly or indirectly, or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix 1 and further agrees
that the provisions of this Appendix 1 shall survive after
completion of the Placing;
41. neither the Company nor the Agent owes any fiduciary or
other duties to any Placee in respect of any acknowledgements,
confirmations, undertakings, representations, warranties or
indemnities in the Placing Agreement; and
42. the Company, the Agent and their respective affiliates and
their respective Representatives and others will rely upon the
truth and accuracy of the representations, warranties,
acknowledgements, indemnities, undertakings and agreements set
forth herein and which are given to the Agent and the Company (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 Company and the
Agent 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. It agrees that if any of the
acknowledgements, representations, warranties, undertakings and
agreements made in connection with its subscribing and/or acquiring
of Placing Shares is no longer accurate, it shall promptly notify
the Company and the Agent.
Each Placee not acquiring the Placing Shares in an "offshore
transaction" pursuant to Regulation S (each a "US Placee") shall
make specific representations, warranties, agreements and
acknowledgements pursuant to a US investor representation letter.
Each US Placee acknowledges that it will not be permitted to
purchase, subscribe for or otherwise take up Placing Shares unless
it has signed and returned such representation letter in accordance
with the terms thereof.
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 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 is subject to the
representations, warranties and further terms above and assumes and
is based on the warranty and representation from each Placee that
the Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to issue or transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor the
Agent will be responsible and each Placee shall indemnify on an
after-tax basis and hold harmless the Company and the Agent and
their respective affiliates and their respective Representatives
for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Agent
accordingly.
Neither the Company nor the Agent is liable to bear 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 in or
outside the United Kingdom by any Placee or any other person on a
Placee's acquisition of any Placing Shares or the agreement by a
Placee to acquire any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company, the
Agent, their respective affiliates and their respective
Representatives from any and all such stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including interest, fines or penalties relating thereto). Each
Placee should seek its own advice as to whether any of the above
tax liabilities arise and notify the Agent accordingly.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company or the Agent or their respective
affiliates or their respective Representatives pursuant to this
Announcement where the payment (or any part thereof) is chargeable
to any tax, a basis such that the amount so payable shall be
increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability
of any relief unrelated to the loss, damage, cost, charge, expense
or liability against which the indemnity is given on such amount
(including on the increased amount) there shall remain a sum equal
to the amount that would otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Agent and/or any of its affiliates
and/or any of their respective Representatives may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares. Each Placee acknowledges and is aware
that the Agent is receiving a fee in connection with its role in
respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Agent, any money held in an account with the Agent
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 Agent's money in accordance with
the client money rules and will be used by the Agent in the course
of its own business; and the Placee will rank only as a general
creditor of the Agent.
All times and dates in this Announcement may be subject to
amendment by the Agent and the Company (in their absolute
discretion). The Agent shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Agent and the Company under these
terms and conditions 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.
Forward Looking Statements
This Announcement contains inside information and includes
forward-looking statements which reflect the Company's current
views, interpretations, beliefs or expectations with respect to the
Company's financial performance, business strategy and plans and
objectives of management for future operations. These statements
include forward-looking statements both with respect to the Company
and the sector and industry in which the Company operates.
Statements which include the words "expects", "intends", "plans",
"believes", "projects", "anticipates", "will", "targets", "aims",
"may", "would", "could", "continue", "estimate", "future",
"opportunity", "potential" or, in each case, their negatives, and
similar statements of a future or forward-looking nature identify
forward-looking statements. All forward-looking statements address
matters that involve risks and uncertainties because they relate to
events that may or may not occur in the future, including the risk
that the Company may not receive the benefits contemplated by its
transactions with Galaxy, the Company may be unable to secure
sufficient additional financing to meet its operating needs, and
the Company may not generate sufficient working capital to fund its
operations for the next twelve months as contemplated.
Forward-looking statements are not guarantees of future
performance. Accordingly, there are or will be important factors
that could cause the Company's actual results, prospects and
performance to differ materially from those indicated in these
statements. In addition, even if the Company's actual results,
prospects and performance are consistent with the forward-looking
statements contained in this document, those results may not be
indicative of results in subsequent periods. These forward-looking
statements speak only as of the date of this Announcement. Subject
to any obligations under the Prospectus Regulation Rules, the
Market Abuse Regulation, the Listing Rules and the Disclosure and
Transparency Rules and except as required by the FCA, the London
Stock Exchange, the City Code or applicable law and regulations,
the Company undertakes no obligation publicly to update or review
any forward-looking statement, whether as a result of new
information, future developments or otherwise. For a more complete
discussion of factors that could cause our actual results to differ
from those described in this Announcement, please refer to the
filings that Company makes from time to time with the United States
Securities and Exchange Commission and the United Kingdom Financial
Conduct Authority, including the section entitled "Risk Factors" in
the Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2022.
Exchange Rates
For the convenience of the reader, in this Announcement, unless
otherwise indicated, translations from pound sterling into U.S.
dollars were made at the rate of GBP1.00 to $1.3055 Such U.S.
dollar amounts are not necessarily indicative of the amounts of
U.S. dollars that could actually have been purchased upon exchange
of pound sterling at the dates indicated or any other date.
No incorporation of website information
Information contained on the Company's website (or any other
website) or the contents of any website accessible from hyperlinks
on the Company's website (or any other website) are not
incorporated into and do not form part of this Announcement.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEEAKXPFSFDEFA
(END) Dow Jones Newswires
July 18, 2023 12:55 ET (16:55 GMT)
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