THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW
ZEALAND OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF ANY
APPLICABLE LAW OR
REGULATION.
THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER FOR SALE OR
SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE COMPANY. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
ANGLESEY MINING PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR
REGULATION.
THE INFORMATION CONTAINED
WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014
AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
Anglesey Mining
Plc
(“Anglesey
Mining”, “Anglesey”, the “Company” or the “Group”)
(AIM:AYM)
Result of
Placing
Anglesey Mining
Plc (AIM:AYM) is pleased to announce that, further to
its announcement of 7 a.m.
(London time) on 16 May 2023, it has successfully completed and
closed the Placing and
Subscription.
The Placing and
Subscription raised, in aggregate, gross proceeds of £1m. The
Placing comprises the placing of 64,999,993 Ordinary Shares (the
“Placing Shares”) with certain institutional and
other investors at a price of 1.5
pence per share (the “Issue Price”), and
the subscription comprised a subscription of 1,666,666 Ordinary
Shares (“Additional Subscription Shares“) at a
price of 1.5p, thereby raising £1m gross proceeds. The Placing
Shares and the Additional Subscription Shares were accompanied by
one Investor Warrant, to subscribe for one ordinary share at a
price of 2.5 pence for every two
Placing or Subscription Shares subscribed for, as detailed in the
announcement of earlier
today.
The Placing and
Subscription are conditional only on
Admission.
The net proceeds of the Placing
and Subscription will be
applied to commence drilling of the Northern Copper Zone at
the Parys Mountain copper/zinc/lead/silver/gold mine on the island
of Anglesey in Wales, continuing
to advance the permitting and Environmental Impact and Social
Assessment of the Parys Mountain mine, commence baseline studies
for the Grängesberg Iron Ore Mine in Sweden, and for general working capital
purposes.
Director
Participation
Directors John Kearney (Chairman), Jonathan
Battershill (CEO) and Namrata Verma
(Non-Executive Director) participated in the Placing and/or
Subscription as set out below.
Name |
Amount
subscribed |
Shares
Subscribed for in the
Placing |
Holding of
Existing Ordinary Shares |
Number of
Ordinary Shares held post Admission of the Placing Shares (and the
issue of the Salary Shares detailed
below) |
% of Ordinary
Share Capital held post Admission of the Placing Shares,
Subscription Shares, Juno Subscription Shares and Salary
Shares) |
John
Kearney |
£25,000 |
1,666,666 |
1,297,142 |
2,963,808 |
0.78% |
Jonathan
Battershill |
£20,000 |
1,333,333 |
3,884,830 |
8,551,496 |
2.25% |
Namrata
Verma |
£10,000 |
666,666 |
Nil |
666,666 |
0.18% |
Each of John Kearney, Jonathan
Battershill and Namrata Verma
participated on the same terms as all other
placees.
Juno
Participation
In accordance with the
terms of the restructured working capital facility with Juno
Limited announced on 16 May 2022,
Juno Limited converted further debt to equity by way of a direct
subscription of Subscription Shares alongside the Placing and
Subscription capped at pro-rata ownership level. As a result of the
announced Placing and Subscription, the debt due to Juno will be
reduced from £3.74m to £3.52m. Juno Limited therefore
subscribed for 14,589,149 Ordinary Shares (the “Juno
Subscription Shares”) and received warrants over 7,294,574
new Ordinary Shares at the same Placing Price and exercise price as
the other Placees. Subsequent to completion of the Placing and
Subscription and assuming no exercise of its Investor Warrants,
Juno’s shareholding in Anglesey is expected to be 79,194,397
Ordinary shares representing c.20.9 per
cent.
Related Party
Transaction
As Juno
Limited is a substantial shareholder in the Company, and
Jonathan Battershill, John Kearney and Namrata
Verma are directors of the Company, this transaction is
considered to be a related party transaction under the AIM Rules
for Companies. The Directors of the Company, excluding those who
are participating in the Placing or the
Subscription, having consulted with the Company’s Nominated
Adviser, J&E Davy, consider that the terms of the transaction
are fair and reasonable insofar as shareholders are
concerned.
Shares in lieu of
Directors’ fees.
In addition, the Company
has today issued 3,333,333 Ordinary Shares (“New Salary Shares”) to
Jonathan Battershill, in lieu of his
fees for the period between August
2021 and December 2022. This
is in accordance with the terms of his contract. The associated
calculations are set out below:
Name |
Fees in lieu
of shares |
Conversion at
the Placing Price (£) |
Number of New
Salary Shares Issued |
Total Number
of shares now held (including the Placing Shares set out
above) |
% of Ordinary
Share Capital held post Admission of the Placing Shares and New
Salary Shares |
Jonathan
Battershill |
£50,000 |
£0.015 |
3,333,333 |
8,551,496 |
2.25% |
Admission and Total Voting
Rights
Application has been made
to the London Stock Exchange for admission of the Placing Shares,
the Additional Subscription Shares, the Juno Subscription Shares
and the New Salary Shares (being a total of 84,589,141 Ordinary
Shares) to trading on AIM. It is expected that admission will
become effective and dealings in the New Ordinary Shares commence
on AIM at 8.00 a.m. on 22 May 2023 (or such later date as may be agreed
between the Company and the Bookrunner, but no later than
19 June
2023).
The New Ordinary Shares
and New Salary Shares will be issued fully paid and will
rank pari passu in all respects with the
Company's existing Ordinary
Shares.
Following Admission, the
total number of Ordinary Shares in the capital of the Company in
issue will be 379,809,689 with voting rights. This figure may be
used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company's share
capital pursuant to (i) the Company's Articles,
(ii) the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and/or (iii)
the AIM Rules for Companies issued by the London Stock Exchange plc
as amended from time to
time.
Capitalised terms used but
not otherwise defined in this announcement shall have the meanings
ascribed to such terms in the Company's announcement made
at 7.00 a.m. on
16
May 2023, unless the context
requires otherwise.
Jonathan Battershill, CEO,
comments: “The Board of
Anglesey is very pleased to have secured this funding to continue
advancing the Company’s two key assets at Parys Mountain and
Grängesberg. The Northern Copper Zone at Parys Mountain has the
potential to be much larger than the current resource estimate of
9.4Mt, which could lead to a larger production profile and a longer
mine life than implied in the Preliminary Economic Assessment
released in 2021. Concurrently with the drilling, the Company will
continue progressing the Environmental and Social Impact
Assessment, which forms an integral part of the planning consent
and permitting process, which is well advanced. At Grängesberg in
Sweden, this funding will ensure
the Company commences the baseline studies required for the
Environmental Impact Assessment that will be required to support
the future Environmental Permit
Application.”
For further information on
the Company, please visit www.angleseymining.co.uk or
contact:
Enquiries:
Anglesey Mining
Plc
www.angleseymining.co.uk
John Kearney,
Chairman
Tel: +1 416 362 6686
Jonathan Battershill, Chief
Executive
Tel: +44 (0) 7540 366000
Davy (Nominated
Adviser & Joint Broker)
Brian
Garrahy
Tel: +353 1 679 6363
Daragh
O’Reilly
WH Ireland Limited
(Joint Broker & Bookrunner)
Harry
Ansell
Tel: +44 (0) 207 220 1666
Katy Mitchell
About Anglesey
Mining Plc
Anglesey Mining is traded
on the AIM market of the London Stock
Exchange.
Anglesey is developing its
100% owned Parys Mountain Cu-Zn-Pb-Ag-Au deposit in North Wales, UK with a reported resource of
5.3 million tonnes at over 4.0% combined base metals in the
Measured and Indicated categories and 10.8 million tonnes at over
2.5% combined base metals in the Inferred
category.
Anglesey also holds an
almost 50% interest in the Grängesberg Iron project in Sweden, together with management rights and a
right of first refusal to increase its interest to 100%.
Anglesey also holds 12% of Labrador Iron Mines Holdings Limited,
which through its 52% owned subsidiaries, is engaged in the
exploration and development of direct shipping iron ore deposits in
Labrador and Quebec.
Notification And Public
Disclosure Of Transactions By Persons Discharging Managerial
Responsibilities And Persons Closely Associated With
Them
1. |
Details of the person
discharging managerial responsibilities/person closely
associated |
a) |
Name: |
John
Kearney |
2. |
Reason for the
notification |
a) |
Position/status: |
Chairman |
b) |
Initial
notification/Amendment: |
Initial
notification |
3. |
Details of the issuer,
emission allowance market participant, auction platform, auctioneer
or auction monitor |
a) |
Name: |
Anglesey Mining
Plc |
b) |
LEI: |
213800X8BO8EK2B4HQ71 |
4. |
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted |
a) |
Description of the
financial instrument, type of instrument:Identification
code: |
Ordinary shares of 1 pence
each
GB0000320472 |
b) |
Nature of the
transaction: |
-
Purchase of ordinary
shares
-
Grant of warrants to
subscribe for ordinary
shares
|
c) |
Price(s) and
volume(s): |
Price(s) |
Volume(s) |
i. 1.5
pence |
i.
1,666,666 |
ii. 2.5 pence exercise
price |
ii.833,333 |
|
d) |
Aggregated
information:Aggregated
volume:Price: |
N/A |
e) |
Date of the
transaction: |
-
16 May
2023
-
16 May
2023
|
f) |
Place of the
transaction: |
-
Outside a trading
venue
-
Outside a trading
venue
|
1. |
Details of the person
discharging managerial responsibilities/person closely
associated |
a) |
Name: |
Jonathan Battershill |
2. |
Reason for the
notification |
a) |
Position/status: |
Chief Executive
Officer |
b) |
Initial
notification/Amendment: |
Initial
notification |
3. |
Details of the issuer,
emission allowance market participant, auction platform, auctioneer
or auction monitor |
a) |
Name: |
Anglesey Mining
Plc |
b) |
LEI: |
213800X8BO8EK2B4HQ71 |
4. |
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted |
a) |
Description of the
financial instrument, type of instrument:Identification
code: |
Ordinary shares of 1 pence
each
GB0000320472 |
b) |
Nature of the
transaction: |
-
Purchase of ordinary
shares
-
Grant of warrants to
subscribe for ordinary
shares
-
Ordinary shares issued in
lieu of salary
|
c) |
Price(s) and
volume(s): |
Price(s) |
Volume(s) |
i. 1.5
pence |
i.
1,333,333 |
ii. 2.5 pence exercise
price |
ii.666,666 |
iii. 1.5
pence |
iii.
3,333,333 |
|
d) |
Aggregated
information:Aggregated
volume:Price: |
N/A |
e) |
Date of the
transaction: |
-
16 May
2023
-
16 May
2023
-
16 May
2023
|
f) |
Place of the
transaction: |
-
Outside a trading
venue
-
Outside a trading
venue
-
Outside a trading
venue
|
1. |
Details of the person
discharging managerial responsibilities/person closely
associated |
a) |
Name: |
Nemrata Verma |
2. |
Reason for the
notification |
a) |
Position/status: |
Non-Executive
Director |
b) |
Initial
notification/Amendment: |
Initial
notification |
3. |
Details of the issuer,
emission allowance market participant, auction platform, auctioneer
or auction monitor |
a) |
Name: |
Anglesey Mining
Plc |
b) |
LEI: |
213800X8BO8EK2B4HQ71 |
4. |
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted |
a) |
Description of the
financial instrument, type of instrument:Identification
code: |
Ordinary shares of 1 pence
each
GB0000320472 |
b) |
Nature of the
transaction: |
-
Purchase of ordinary
shares
-
Grant of warrants to
subscribe for ordinary
shares
|
c) |
Price(s) and
volume(s): |
Price(s) |
Volume(s) |
i. 1.5
pence |
i.
666,666 |
ii. 2.5 pence exercise
price |
ii.333,333 |
|
d) |
Aggregated
information:Aggregated
volume:Price: |
N/A |
e) |
Date of the
transaction: |
-
16 May
2023
-
16 May
2023
|
f) |
Place of the
transaction: |
-
Outside a trading
venue
-
Outside a trading
venue
|
1. |
Details of the person
discharging managerial responsibilities/person closely
associated |
a) |
Name: |
Juno Limited |
2. |
Reason for the
notification |
a) |
Position/status: |
PCA of Non-Executive
Director Danesh Varma |
b) |
Initial
notification/Amendment: |
Initial
notification |
3. |
Details of the issuer,
emission allowance market participant, auction platform, auctioneer
or auction monitor |
a) |
Name: |
Anglesey Mining
Plc |
b) |
LEI: |
213800X8BO8EK2B4HQ71 |
4. |
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted |
a) |
Description of the
financial instrument, type of instrument:Identification
code: |
Ordinary shares of 1 pence
each
GB0000320472 |
b) |
Nature of the
transaction: |
-
Subscription for ordinary
shares
-
Grant of warrants to
subscribe for ordinary
shares
|
c) |
Price(s) and
volume(s): |
Price(s) |
Volume(s) |
i. 1.5
pence |
i.14,589,149 |
ii. 2.5 pence exercise
price |
ii.7,294,574 |
|
d) |
Aggregated
information:Aggregated
volume:Price: |
N/A |
e) |
Date of the
transaction: |
-
16 May
2023
-
16 May
2023
|
f) |
Place of the
transaction: |
-
Outside a trading
venue
-
Outside a trading
venue
|
IMPORTANT
INFORMATION
The distribution of this
announcement, including its Appendix (together, the
“Announcement”) and the offering of the Placing
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or the Bookrunner that would permit
an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Bookrunner to inform themselves
about, and to observe such restrictions. In particular, the
Announcement is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United
States, Australia,
Canada, Japan, South
Africa, New Zealand or any
other jurisdiction in which publication, release 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, acquire or subscribe for shares in
the capital of the Company in the United
States, Australia,
Canada, Japan, South
Africa, New Zealand or any
other state or jurisdiction. This Announcement has not been
approved by the London Stock Exchange. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of such jurisdictions.
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 with
any securities regulatory authority of any state or other
jurisdiction of the United States
and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States absent
registration under the Securities Act, 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.
The Placing Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United
States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the Placing Shares. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in
the United States, Australia, Canada, Japan, South
Africa or to, or for the account or benefit of, any
national, resident or citizen of the
United States, Australia,
Canada, Japan, the Republic of South Africa.
No public offering of the
Placing Shares is being made in the
United States, United
Kingdom or elsewhere. All offers of the Placing Shares will
be made pursuant to an exemption under the Prospectus Regulation
(Regulation (EU) 2017/1129) (“Prospectus
Regulation”) or the Prospectus Regulation as it forms part
of domestic UK law pursuant to the EUWA (“UK Prospectus
Regulation”) and other enacting measures (as the case may
be) from the requirement to produce a prospectus. This Announcement
is being distributed to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
No prospectus will be made
available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation or UK Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States who are Qualified
Investors (as defined in Article 2(E) of the Prospectus
Regulation); and (b) in the United
Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
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");
(ii) are persons falling within article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc") of the Order;
or (iii) are persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as
"Relevant Persons").
This Announcement and the
terms and conditions set out herein must not be acted on or relied
on by persons who are not Relevant Persons. 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 relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons.
This Announcement includes
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. They appear in a
number of places throughout this Announcement and include
statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the industries in which the Group operates. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. A number of
factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements, including, without limitation: ability to find
appropriate investments in which to invest and to realise
investments held by the Group; conditions in the public markets;
the market position of the Group; the earnings, financial position,
cash flows, return on capital and operating margins of the Group;
the anticipated investments and capital expenditures of the Group;
changing business or other market conditions; changes in political
or tax regimes, exchange rates and clients; and general economic
conditions. These and other factors could adversely affect the
outcome and financial effects of the plans and events described
herein. Forward-looking statements contained in this Announcement
based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Subject to any requirement under the AIM Rules or other
applicable legislation or regulation, neither the Company nor the
Bookrunner undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Investors should not place undue
reliance on forward-looking statements, which speak only as of the
date of this Announcement.
No statement in this
Announcement or incorporated by reference into this Announcement is
intended to constitute a profit forecast or profit estimate for any
period, nor should any statement be interpreted to mean that
earnings or earnings per share will necessarily be greater or
lesser than those for the relevant preceding financial periods for
the Company.
- Announcement contains
information regarding the Company's business and the markets in
which it operates and competes, which the Company has obtained from
various third party sources. Where information has been sourced
from a third party it has been accurately reproduced and, so far as
the Company is aware and is able to ascertain from the information
published by that third party, no facts have been omitted which
would render the reproduced information inaccurate or misleading.
Such information has not been audited or independently
verified.
Certain data in this
Announcement, including financial, statistical and operating
information, has been rounded.
This Announcement is for
information purposes only and shall not constitute an offer to buy,
sell, issue, or subscribe for, or the solicitation of an offer to
buy, sell, issue, or subscribe for any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
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 Bookrunner or by any of their respective
affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
J&E Davy
(“Davy”), which is authorised and regulated in
Ireland by the Central Bank of
Ireland, is acting as nominated
adviser to the Company and no one else in connection with the
matters described in this Announcement and will not be responsible
to any person for providing the protections afforded to customers
of Davy or for advising any other person in connection with any
matter referred to herein. The responsibilities of Davy as the
Company's nominated adviser under the AIM Rules for Companies and
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any director
or shareholder of the Company or any other person, in respect of
its decision to acquire shares in the capital of the Company in
reliance on any part of this Announcement, or
otherwise.
WH Ireland Limited
(“WHI”), which is authorised and regulated in Ireland by the Financial Conduct Authority, is
acting as broker to the Company and no one else in connection with
the matters described in this Announcement and will not be
responsible to any person for providing the protections afforded to
customers of WHI or for advising any other person in connection
with any matter referred to herein. The responsibilities of WHI as
the Company’s under the AIM Rules for Companies are owed solely to
the London Stock Exchange and are not owed to the Company or to any
director or shareholder of the Company or any other person, in
respect of its decision to acquire shares in the capital of the
Company in reliance on any part of this Announcement, or otherwise.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to
which this Announcement relates may be illiquid and / or subject to
restrictions on their resale. Prospective subscribers of the
Placing Shares should conduct their own due diligence on the
Placing Shares. If you do not understand the contents of this
Announcement you should consult an authorised financial
adviser.
Neither the content of the
Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this
Announcement.
Information to
Distributors
Solely for the purposes of
the product governance requirements contained within: (a) EU
Directive 2014/65/EU on markets in financial instruments, as
amended (“MiFID II”); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures (together, the
“MiFID II Product Governance Requirements”), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any “manufacturer” (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such securities
are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the “Target Market
Assessment”). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the
Bookrunner will only procure investors who meet the criteria of
professional clients and eligible
counterparties.
For the avoidance of
doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing
Shares.
Each distributor is
responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels.