TIDMDNK
RNS Number : 6933W
Danakali Limited
27 April 2021
Announcement Tuesday, 27 April 2021
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION NO.
596/2014 ("MAR") WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
ASX Trading Halt & Proposed Fundraise
Danakali Limited (ASX: DNK, LSE: DNK) (Danakali or the Company)
wishes to advise shareholders in the United Kingdom that the
Company has received approval from the Australian Securities
Exchange (ASX) to halt trading in its ordinary shares quoted on the
ASX on 27 April 2021 (AEST) in accordance with ASX Listing Rule
17.1 in order to undertake a capital raising. Trading in the
Company's shares on LSE is unaffected.
The capital raising is being conducted in Australia and the UK.
It will take place in a single tranche within the Company's
existing placement capacity under ASX Listing Rules 7.1 and 7.1A
and will not exceed a level that would require the publication of a
prospectus in the UK, resulting in a maximum capacity to issue up
to 63 million ordinary shares. The UK Placing is being conducted by
Shore Capital as sole bookrunner in the UK and is subject to the
terms and conditions set out in the Appendix to this
announcement.
Subject to agreement on timing and priorities with our partners
and regulators in Eritrea and the final amount raised, the proceeds
of the capital raising will be used by CMSC for early works at the
Company's Colluli SOP Project, including site road development,
geophysical investigation, reverse osmosis plant completion and
installation, exploration camp relocation and RA International mine
camp installation. In addition, proceeds will be used towards
detailed engineering and test work for the Project and for general
working capital requirements.
The trading halt has been undertaken to assist the Company in
regard to the capital raising. The Company expects trading in its
shares to resume on the ASX on Thursday 29 April 2021 and will
provide the market with an update on its capital raising in due
course. Trading in the Company's shares on LSE will continue during
this period.
This Announcement is authorised for release by Seamus Cornelius,
Executive Chairman of Danakali Limited.
For more information, please contact:
Danakali
Seamus Cornelius Mark Riseley
Executive Chairman Head of Corporate Development
+61 8 6266 8368 +61 8 6266 8368
Shore Capital - UK Bookrunner & Corporate Broker
Jerry Keen (Corporate Broking)
Toby Gibbs / James Thomas (Corporate Advisory)
+44 207 408 4090
Visit the Company's website: www.danakali.com
Follow Danakali on LinkedIn:
www.linkedin.com/company/danakali-limited
Subscribe to Danakali on YouTube:
www.youtube.com/channel/UChGKN4-M4lOvPKxs9b-IJvw
About Danakali
Danakali Limited (ASX: DNK, LSE: DNK) (Danakali, or the Company)
is an ASX- and LSE-listed potash company focused on the development
of the Colluli Sulphate of Potash Project (Colluli or the Project).
The Project is 100% owned by the Colluli Mining Share Company
(CMSC), a 50:50 joint venture between Danakali and the Eritrean
National Mining Corporation (ENAMCO).
The Project is located in the Danakil Depression region of
Eritrea, East Africa, and is 75km from the Red Sea coast, making it
one of the most accessible potash deposits globally. Mineralisation
within the Colluli resource commences at just 16m, making it the
world's shallowest known potash deposit. The resource is amenable
to open cut mining, which allows higher overall resource recovery
to be achieved, is generally safer than underground mining, and is
highly advantageous for modular growth.
The Company has completed a Front End Engineering Design (FEED)
for the production of potassium sulphate, otherwise known as
Sulphate of Potash or SOP. SOP is a chloride free, specialty
fertiliser which carries a substantial price premium relative to
the more common potash type; potassium chloride (or MOP). Economic
resources for production of SOP are geologically scarce. The unique
composition of the Colluli resource favours low energy input, high
potassium yield conversion to SOP using commercially proven
technology. One of the key advantages of the resource is that the
salts are present in solid form (in contrast with production of SOP
from brines) which reduces infrastructure costs and substantially
reduces the time required to achieve full production capacity.
The resource is favourably positioned to supply the world's
fastest growing markets. A binding take-or-pay offtake agreement
has been confirmed with EuroChem Trading GmbH (EuroChem) for up to
100% (minimum 87%) of Colluli Module I SOP production.
Development Finance Institutions, Africa Finance Corporation
(AFC) and African Export Import Bank (Afreximbank), have obtained
formal credit approval to provide CMSC with US$200M in senior debt
finance. The credit documentation was executed in December 2019,
allowing drawdown of CMSC senior debt on satisfaction of customary
conditions precedent. This represents the majority of funding
required for the development and construction of the Colluli. AFC
has also made a strategic equity investment in Danakali of US$21.5M
(A$31.8M) allowing the commencement of the development for the
Project.
Project execution has commenced and SOP production is expected
during 2022. The Company's vision is to bring Colluli into
production using the principles of risk management, resource
utilisation and modularity, using the starting module (Module I) as
a growth platform to develop the resource to its full
potential.
Disclaimer
The information in this document is published to inform you
about Danakali and its activities. Danakali has endeavoured to
ensure that the information enclosed is accurate at the time of
release, and that it accurately reflects the Company ' s
intentions. To the extent permitted by law, the Company accepts no
responsibility or liability for any losses or damages of any kind
arising out of the use of any information contained in this
document. Recipients should make their own enquiries in relation to
any investment decisions.
No representation or warranty, express or implied, is or will be
made by or on behalf of the Company, and no responsibility or
liability is or will be accepted by the Company or its affiliates,
as to the accuracy, completeness or verification of the information
set out in this announcement, and nothing contained in this
announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the
future. The Company and each of its affiliates accordingly
disclaims, to the fullest extent permitted by law, all and any
liability whether arising in tort, contract or otherwise which it
might otherwise have in respect of this announcement or any such
statement.
The distribution of this announcement outside the United Kingdom
may be restricted by law and therefore any persons outside the
United Kingdom into whose possession this announcement comes should
inform themselves about and observe any such restrictions in
connection with the distribution of this announcement. Any failure
to comply with such restrictions may constitute a violation of the
securities laws of any jurisdiction outside the United Kingdom.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")), JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
This Announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Japan, the Republic of South Africa, or any
other jurisdiction in which such release, publication or
distribution would be unlawful.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States, except pursuant to an applicable exemption from 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. No public offering of the
Placing Shares is being made in the United States.
No action has been taken by the Company, the Sole Bookrunner or
any of its affiliates, or any of its or their respective directors,
officers, partners, employees, advisers and/or agents
(collectively, "Representatives") that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
action. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) persons in member states of the European Economic Area who
are "qualified investors", as defined in Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation") ("Qualified Investors"), (b) persons in the United
Kingdom, who are qualified investors, being persons falling within
the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the " UK Prospectus Regulation"), and who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or 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 and (ii) are Qualified
Investors, or (c) otherwise, persons to whom it may otherwise
lawfully be communicated (each such person in (a), (b) and (c), a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement or the Placing
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with either the Prospectus Regulation or
the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward -- looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward -- looking statements. These
forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "could", "intend", "estimate", "expect",
"may", "plan", "project" or words or terms of similar meaning or
the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are
a number of factors including, but not limited to, commercial,
operational, economic and financial factors, that could cause
actual results, financial condition, performance or achievements to
differ materially from those expressed or implied by these forward
-- looking statements. Many of these risks and uncertainties relate
to factors that are beyond the Company's ability to control or
estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of
other market participants, the actions of governments or
governmental regulators, or other risk factors, such as changes in
the political, social and regulatory framework in which the Company
operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company and the
Sole Bookrunner expressly disclaims any obligation or undertaking
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise unless
required to do so by applicable law or regulation
Shore Capital Stockbrokers Limited is regulated by the FCA in
the United Kingdom and is acting exclusively for the Company and no
one else in connection with the UK Placing, and Shore Capital
Stockbrokers Limited will not be responsible to anyone (including
any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
UK Placing or any other matters referred to in this
Announcement.
This Announcement is being 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 or on
behalf of the Sole Bookrunner (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) and/or by any of its affiliates and/or any
of its Representatives as to, or in relation to, the accuracy,
adequacy, fairness or completeness of this Announcement or any
other written or oral information made available to or publicly
available to any interested party or their respective advisers or
any other statement made or purported to be made by or on behalf of
the Sole Bookrunner and/or any of its affiliates and/or by any of
their respective Representatives in connection with the Company,
the Placing Shares or the UK Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefor
is expressly disclaimed. No representation or warranty, express or
implied, is made by the Sole Bookrunner and/or any of its
affiliates and/or any of their respective Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of
the information or opinions contained in this Announcement or any
other written or oral information made available to or publicly
available to any interested party or their respective advisers, and
any liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the UK Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax
advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the 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 United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange and the
Australian Stock Exchange.
The Appendix to this Announcement sets out the terms and
conditions of the UK Placing. By participating in the UK Placing,
each Placee will be deemed to have read and understood this
Announcement (including the Appendix) in its entirety, to be
participating in the UK Placing and making an offer to acquire and
acquiring Placing Shares on the terms and subject to the conditions
set out in the Appendix to this Announcement and to be providing
the representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
Members of the public are not eligible to take part in the UK
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, as respectively
defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (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 any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Sole 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 Chapters 9A or 10A respectively of COBS; 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.
Appendix I
Terms and Conditions of the UK Placing for invited Placees
only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND IS 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 A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION
(EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE
UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION"), AND WHO ARE (I) PERSONS FALLING
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (C) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT 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
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES.
THE PLACING SHARES WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER
THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) (SUBJECT TO CERTAIN
LIMITED EXCEPTIONS). THE PLACING SHARES MAY ONLY BE OFFERED OR SOLD
OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN
AND PURSUANT TO REGULATION S UNDER THE US SECURITIES ACT
("REGULATION S").
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, CANADA, THE
UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information purposes only and does not
itself constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States (including its territories and
possessions, any state of the United States and the District of
Columbia), Canada, Australia, New Zealand, South Africa Japan or
Hong Kong (each a "Restricted Territory") or in any other
jurisdiction where such offer or solicitation is unlawful. No
public offering of securities will be made in connection with the
UK Placing in the United Kingdom, Canada, the United States,
Australia, New Zealand, South Africa, Japan, Hong Kong or any other
Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in any Restricted Territory or in any other jurisdiction
in which such release, publication or distribution is unlawful. The
distribution of this Announcement and the UK Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Shore
Capital Stockbrokers Limited ("Shore Capital") (the "Sole
Bookrunner"), or any of their respective Affiliates, or any of
their, or their respective Affiliates', partners, directors,
officers, members, employees, agents or advisers which would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by each of the Company and the Sole Bookrunner to
inform themselves about, and to observe, any such restrictions.
This Announcement (without the appendix) may be released,
published or distributed by the Company in accordance with its
continuous disclosure requirements under applicable securities laws
and the requirements of the London Stock Exchange ("LSE") and the
Australian Securities Exchange ("ASX").
All offers of the Placing Shares will be made pursuant to an
exemption from the requirement to produce a prospectus under either
the Prospectus Regulation or the UK Prospectus Regulation, as
applicable. 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.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or in any other jurisdiction where such offer or sale is
unlawful or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory or in any
other jurisdiction where such offer or sale is unlawful.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of securities may be made in
Australia under the UK Placing except to a person who is (i) either
a "sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 9 and section 708(11) of the Corporations Act;
and (ii) a "wholesale client" for the purposes of section 761G(7)
of the Corporations Act (and related regulations) who has complied
with all relevant requirements in this respect. No securities may
be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after
their issue, except in circumstances where disclosure to investors
is not required under Part 6D.2 of the Corporations Act.
By participating in the UK Placing, Placees (including
individuals, funds or otherwise) by whom or on whose behalf a
commitment to acquire Placing Shares has been given will (i) be
deemed to have read and understood this Announcement, in its
entirety; and (ii) be making such offer on the terms and conditions
contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the UK Placing on
the basis that they have provided) the representations, warranties,
indemnities, acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges that:
(a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
(b) except as otherwise permitted by the Company and the Sole
Bookrunner and subject to any available exemptions from applicable
securities laws, it and any account with respect to which it
exercises sole investment discretion, is located outside the United
States subscribing for the Placing Shares as part of "offshore
transactions" as defined in and in reliance on Regulation S under
the US Securities Act; and
(c) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation or the UK Prospectus
Regulation, as applicable, that it understands the resale and
transfer restrictions set out in this Appendix and that any Placing
Shares acquired by it in the UK 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 EEA
Qualified Investors or in the United Kingdom to Relevant Persons,
or in circumstances in which the prior consent of the Sole
Bookrunner has been given to each such proposed offer or
resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE UK
PLACING
Defined terms used in this Appendix 1 are set out in Appendix
2.
The Fundraise
The Fundraise will comprise the Australian Placing which is
being conducted by Euroz Hartleys and the UK Placing which is being
conducted by Shore Capital as Sole Bookrunner. It will take place
in a single tranche within the Company's existing placement
capacity under ASX Listing Rules 7.1 and 7.1A and will not exceed a
level that would require the publication of a prospectus in the UK,
resulting in the maximum of up to 63 million ordinary shares being
available to issue.
Subject to agreement on timing and priorities with its partners
and regulators in Eritrea and the final amount raised, the proceeds
of the Fundraise will be used by CMSC for early works at the
Company's Colluli SOP Project, including site road development,
geophysical investigation, reverse osmosis plant completion and
installation, exploration camp relocation and RA International mine
camp installation. In addition, proceeds will be used towards
detailed engineering and test work for the Project and for general
working capital requirements.
The Australian Placing will determine a single price per new
Ordinary Share in Australian cents and the number of shares to be
issued as part of the Australian Placing.
The UK Placing will be conducted through an accelerated
bookbuild and the new Ordinary Shares placed in the UK Placing will
be placed at a price in pence equivalent to the placing price in
Australian cents at the time of the Bookbuild. The Bookbuild in
will also determine the number of new Ordinary Shares to be placed
in the UK Placing.
Bookbuild
Following the release of this Announcement, the Sole Bookrunner
will commence an accelerated bookbuilding process in respect of the
UK Placing (the "Bookbuild") to determine demand for participation
in the UK Placing by Placees. The books will open with immediate
effect following release of this Announcement. 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 in the UK
Placing. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, the UK Placing.
The Sole Bookrunner and the Company shall be entitled to effect
the UK Placing by such alternative method to the Bookbuild as they
may, in their absolute discretion, determine. To the extent that
the Sole Bookrunner does not procure subscribers for the UK
Placing, the Sole Bookrunner will not be required itself to
subscribe for such shares.
Details of the Placing Agreement and the Placing Shares
The Bookrunner is acting as placement agent in connection with
the UK Placing. The Bookrunner has entered into an agreement with
the Company (the "Placing Agreement") under which, subject to the
conditions set out therein, the Bookrunner has agreed, as agent for
the Company, severally to use reasonable endeavours to procure
Placees for Placing Shares
The number of Placing Shares in the UK Placing and the UK
Placing Price will be determined following completion of the
Bookbuild and the bookbuild for the Australian Placing and set out
in the term sheet to be entered into between Sole Bookrunner and
the Company (the "Term Sheet"). The final number of Placing Shares
and their allocations will be decided at the close of the
Bookbuild. The timing of the closing of the bookbuild will be at
the discretion of the Sole Bookrunner. Details of the number of
Placing Shares and the UK Placing Price will be announced as soon
as practicable after the close of the Bookbuild.
The UK Placing is not being underwritten by the Sole Bookrunner
or any of its affiliates.
The Placing Shares will, when issued, be subject to the
constitution of the Company, fully paid and will rank pari passu in
all respects with the existing ordinary shares in the capital of
the Company, including the right to receive all dividends and other
distributions declared, made or paid in respect of such ordinary
shares after the date of issue of the Placing Shares. The Placing
Shares will be issued free of any encumbrance, lien or other
security interest.
Applications for admission to listing on the Official List and
to trading on the London Stock Exchange and the Australian
Securities Exchange
Application will be made for the Placing Shares to be admitted
to the Official List of the FCA and to the London Stock Exchange
for admission to trading of the Placing Shares on the Main Market
of the LSE ("LSE Admission") and for the Placing Shares to be
granted official quotation for trading on the ASX ("ASX Admission")
(LSE Admission and ASX Admission together being "Admission"). It is
expected that ASX Admission will take place on or around 10.00 a.m.
(AEST) on 6 May 2021 and that dealings in the Placing Shares on the
LSE will commence at 8.00 a.m. (London time) on 6 May 2021.
Participation in, and principal terms of, the UK Placing .
1. The Sole Bookrunner is arranging the UK Placing as agent of
the Company. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Sole Bookrunner. Each of the Sole Bookrunner and its Affiliates are
entitled to enter bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the number of
Placing Shares which will be included in the UK Placing and the UK
Placing Price, being a single price payable to the Sole Bookrunner
by all Placees who are successful . The number of Placing Shares,
the UK Placing Price and the aggregate proceeds to be raised
through the UK Placing will be agreed between the Sole Bookrunner
and the Company following completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at the Sole
Bookrunner. Each bid should state the number of Placing Shares
which the prospective Placee wishes to acquire either at the UK
Placing Price, which is ultimately established by the Company and
the Sole Bookrunner or at prices up to a price limit specified in
its bid. Bids in the Bookbuild may be scaled down by the Sole
Bookrunner on the basis referred to in paragraph 6 below.
4. The Bookbuild is expected to close no later than 12 noon
(London time) on 28 April 2021, being the first Business Day after
date of this Announcement, but may be closed earlier or later, at
the absolute discretion of the Sole Bookrunner. The Sole Bookrunner
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees either
orally or by email by the Sole Bookrunner following the close of
the Bookbuild, and a contract note will be dispatched as soon as
possible thereafter. Subject to paragraph 7 below, the Sole
Bookrunner's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of Sole Bookrunner and the
Company, under which such Placee agrees to acquire the number of
Placing Shares allocated to it and to pay the UK Placing Price on
the terms and conditions set out in this Appendix.
6. Subject to paragraphs 2 and 3 above, the Sole Bookrunner
will, in effecting the UK Placing, agree with the Company the
identity of the Placees and the basis of allocation of the Placing
Shares and may not accept or scale down any bids for this purpose
on such basis as they may determine. The Sole Bookrunner may also,
notwithstanding paragraphs 2 and 3 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 relevant Bookbuild
has closed to any person submitting a bid after that time. The
acceptance of offers shall be at the absolute discretion of the
Sole Bookrunner.
7. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with the Sole
Bookrunner's and the Company's consent, will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Sole Bookrunner, to pay it (or its
assignee or as it may direct) in cleared funds an amount equal to
the product of the UK Placing Price and the number of Placing
Shares that such Placee has agreed to acquire.
8. Except as required by law or regulation, no press release or
other announcement will be made by Sole Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
9. Irrespective of the time at which a Placee's allocation(s)
pursuant to the UK Placing(s) is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the UK Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
10. All obligations under the Bookbuild and the UK Placing will
be subject to satisfaction, fulfilment or (where applicable) waiver
of the conditions referred to below under "Conditions of the
Placing" and to the UK Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement".
11. By participating in a Bookbuild, each Placee agrees that its
rights and obligations in respect of the UK 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 Sole Bookrunner.
12. To the fullest extent permissible by law, none of the Sole
Bookrunner, the Company nor any of their respective Affiliates
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 Sole Bookrunner, nor the Company, nor any
of their respective Affiliates shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Sole Bookrunner's conduct of
the Bookbuild or of such alternative method of effecting the UK
Placing as the Sole Bookrunner, their respective Affiliates and the
Company may agree or determine.
Conditions of the UK Placing
The UK Placing is conditional upon the Placing Agreement
becoming unconditional in respect of the UK Placing and not having
been terminated in accordance with its terms. The Sole Bookrunner's
obligations under the Placing Agreement with respect to the UK
Placing are conditional on certain conditions, including (without
limitation):
1. the Australian Placing becoming unconditional (other than in
respect of ASX Admission) and not having been terminated;
2. the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to
ASX Admission;
3. the representations and warranties of the Company contained
in the Placing Agreement being true and accurate and not misleading
on and as of the date of the Placing Agreement, the date of the
Term Sheet and the date of ASX Admission, as though they had been
given and made on such dates by reference to the facts and
circumstances then subsisting; and
4. ASX Admission taking place not later than 10.00 a.m. (AEST)
on 6 May 2021 (or such later time and/or date as may be agreed
between the Company and the Sole Bookrunner, being not later than
the Long Stop Date).
If: (i) any of the conditions contained in the Placing
Agreement, including (without limitation) those described above,
are not fulfilled or (where applicable) waived by the Sole
Bookrunner by the relevant time or date specified (or such later
time or date as the Company and the Sole Bookrunner may agree); or
(ii) the Placing Agreement is terminated in the circumstances
specified below, the UK Placing will lapse and the Placees' rights
and obligations hereunder in relation to the Placing Shares shall
cease and terminate at such time and each Placee agrees that no
claim can be made by it in respect thereof.
The Sole Bookrunner may, at its absolute discretion waive
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement (to the extent that the Sole Bookrunner is capable of
waiving such condition). Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
None of the Company, the Sole Bookrunner nor any of their
respective Affiliates, nor any of its or their respective
Affiliates' partners, directors, officers, employees, agents or
advisers shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it or another person may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition to the UK Placing nor for any
decision it may make as to the satisfaction of any condition or in
respect of the UK Placing generally and by participating in the UK
Placing each Placee agrees that any such decision is within the
absolute discretion of the Sole Bookrunner.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Sole Bookrunner is entitled at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if:
1. if the Company has failed to comply with any of its
obligations contained in the Placing Agreement; or
2. any of the representations or warranties of the Company
contained in the Placing Agreement was, when given, untrue,
inaccurate or misleading or is not, or has ceased to be, true,
accurate or not misleading (or would not be true, accurate or not
misleading if then repeated) by reference to the facts subsisting
at the time; or
3. any of the Conditions of the UK Placing have (i) become
incapable of satisfaction or (ii) not been satisfied before the
latest time provided in the Placing Agreement and have not been
waived if capable of being waived by the Sole Bookrunner; or
4. there has occurred, in the Sole Bookrunner's opinion, acting
in good faith, a Material Adverse Change (as defined in the Placing
Agreement); or
5. the occurrence of a market disruption or force majeure
events, each as specified in the Placing Agreement; or
6. the Australian Placing is terminated prior to ASX Admission.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the UK Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the contract note (referred to in
paragraph 5 above under "Participation in, and principal terms of,
the UK Placing") to be provided to individual prospective
Placees.
Each Placee, by participating in the UK Placing, agrees that the
content of this Announcement and the publicly available information
released by or on behalf of the Company is exclusively the
responsibility of the Company and confirms to the Sole Bookrunner
and the Company that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company (other than publicly available
information) or the Sole Bookrunner or their respective Affiliates
or any other person and none of the Sole Bookrunner nor the
Company, nor any of their respective Affiliates nor any other
person will be liable for any Placee's decision to participate in
the UK Placing (or either of them) based on any other information,
representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
UK Placing, each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in making an offer to participate in the UK
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Lock-up
As part of the UK Placing, the Company has agreed that it will
not issue or sell any ordinary shares for a period of 90 days after
ASX Admission without prior consent from the Sole Bookrunner. This
agreement is subject to certain customary exceptions and does not
prevent the Company from granting options, and allotting and
issuing ordinary shares pursuant to options granted to employees in
the normal course of business.
By participating in the UK Placing, Placees agree that the
exercise by the Sole Bookrunner of any power to grant consent to
waive the undertaking by the Company of a transaction which would
otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of the Sole Bookrunner and
that they need not make any reference to, or consult with, Placees
and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
AU000000DK9) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Sole Bookrunner and the Company
reserve the right to require settlement for, and delivery of, the
Placing Shares to Placees by such other means that they deem
necessary if delivery or settlement is not practicable in CREST
within the timetable set out in this Announcement 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 UK Placing will be sent a contract note
stating the number of Placing Shares to be allocated to it at the
UK Placing Price, the aggregate amount owed by such Placee to the
Sole Bookrunner and settlement instructions. It is expected that
such contract note will be despatched on or around 29 April 2021
and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment for any Placing Shares is
completed in accordance with either the standing CREST or
certificated settlement instructions that it has in place with
Shore Capital.
The Company will deliver the relevant Placing Shares to a CREST
account operated by the Sole Bookrunner as agent for the Company
and the Sole Bookrunner will enter its delivery (DEL) instruction
into the CREST system. The Sole Bookrunner will hold any Placing
Shares delivered to this account as nominee for the relevant
Placees procured by it. 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. It is
expected that settlement of the Placing Shares will be on 6 May
2021 on a T+4 basis (in the UK) in accordance with the instructions
given by the Sole Bookrunner.
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 Barclays Bank PLC
as determined by the Sole Bookrunner.
Each Placee agrees that, if it does not comply with these
obligations, the Sole Bookrunner 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 shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. The foregoing is without prejudice to any
cause of action the Sole Bookrunner may have against a defaulting
Placee.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note 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 to as provided
below, be so registered free from any liability to UK stamp duty or
UK stamp duty reserve tax. If there are any circumstances in which
any other 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
Sole Bookrunner nor the Company shall be responsible for the
payment thereof.
Representations and warranties
By submitting a bid and/or participating in the UK 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 of the Sole
Bookrunner (in its capacity as placing agent in respect of the UK
Placing) 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 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, duplicate or
otherwise transmit this Announcement and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the UK Placing, the
Company, the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the UK Placing or
is required under the Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with Admission, the Bookbuild, the Company, the UK
Placing or the Placing Shares;
3. time is of the essence as regards its obligations under this Announcement;
4. any document that is to be sent to it in connection with the
UK Placing will be sent at its risk and may be sent to it at any
address provided by it to the Sole Bookrunner;
5. that the Ordinary Shares are admitted to trading on the main
market of the LSE and listed on the ASX and that the Company is
therefore required to publish certain business and financial
information in accordance with the Listing Rules, MAR or applicable
law, which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years
and that it has reviewed such Exchange Information and that it is
able to obtain or access such Exchange Information;
6. that none of the Sole Bookrunner nor the Company nor any of
their respective Affiliates nor any person acting on behalf of any
of them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the
Bookbuild, the UK Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Sole
Bookrunner, the Company, or any of their respective Affiliates nor
any person acting on behalf of any of them to provide it with any
such material or information;
7. unless otherwise specifically agreed with the Sole
Bookrunner, that it is not, and at the time the Placing Shares are
acquired neither it nor the beneficial owner of the Placing Shares
will be, a resident of a Restricted Territory or any other
jurisdiction in which it would be unlawful to make or accept an
offer to acquire the Placing Shares, and further acknowledges that
the Placing Shares have not been and will not be registered or
otherwise qualified for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved
in respect of any of the Placing Shares under the securities
legislation of the United States or any other Restricted Territory
and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in
whole or in part, in, into or within those jurisdictions or in any
other country or jurisdiction where any such action for that
purpose is required;
8. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Sole Bookrunner
nor any of its Affiliates 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 UK Placing is 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;
9. 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 other
Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares, and that it has neither received nor relied on any other
information given or investigations, representations, warranties or
statements made by the Sole Bookrunner or the Company or any of
respective Affiliates and none of the Sole Bookrunner nor the
Company nor any of their respective Affiliates or any person acting
on any of their respective behalf will be liable for any Placee's
decision to accept an invitation to participate in the UK Placing
based on any other information, representation, warranty or
statement;
10. that it has relied on its own investigation, examination and
due diligence of the business, financial or other position of the
Company in deciding to participate in the UK Placing and that none
of the Sole Bookrunner nor any of its Affiliates nor any person
acting on any of their respective behalf have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild or the UK Placing or the Placing Shares or
the accuracy, completeness or adequacy of the Exchange Information,
and each of them expressly disclaims any liability in respect
thereof;
11. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Sole
Bookrunner or any of its Affiliates or any person acting on the
Sole Bookrunner or any of its behalf and understands that (i) none
of the Sole Bookrunner nor any of its Affiliates nor any person
acting on their behalf has or shall have any liability for public
information or any representation; (ii) none of the Sole Bookrunner
nor any of its Affiliates nor any person acting on their behalf has
or shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this Announcement or otherwise; and
that (iii) none of the Sole Bookrunner nor any of its Affiliates
nor any person acting on their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
12. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the UK
Placing as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
13. that it acknowledges that no action has been or will be
taken by the Company, the Sole Bookrunner, nor any person acting on
behalf of the Company, 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;
14. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that 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 Sole Bookrunner, the Company or any
of its Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the UK
Placing;
15. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the UK
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;
16. that it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Anti-Terrorism Crime and
Security Act 2001, the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, if 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 Sole Bookrunner have not received
such satisfactory evidence, the Sole Bookrunner may, in their
absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to the Sole
Bookrunner will be returned without interest to the account of the
drawee bank or CREST or CHESS account from which they were
originally debited;
17. that it is acting as principal only in respect of the UK
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the Sole
Bookrunner and the Company for the performance of all its
obligations as a Placee in respect of the UK 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;
18. if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the UK Placing", that it is (i)
an EEA Qualified Investor and (ii) a "professional client" or an
"eligible counterparty" within the meaning set out in EU Directive
2014/65/EU on markets in financial instruments (MIFID II), as
implemented into national law of the relevant EEA state;
19. if in the United Kingdom, that it is a Relevant Person and
it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
20. that it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentation or other materials concerning the UK Placing
(including electronic copies thereof), directly or indirectly,
whether in whole or in part, in or into any Restricted Territory or
any other jurisdiction in which such distribution, forwarding,
transfer or transmission would be unlawful;
21. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
22. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
23. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the Placing Shares
acquired by it in the UK 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 a member state
of the EEA other than EEA Qualified Investors or persons in the
United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Sole Bookrunner and the Company has
been given to the proposed offer or resale;
24. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the EEA, except to EEA Qualified
Investors or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in any member state
in the EEA within the meaning of Article 2(d) of the Prospectus
Regulation;
25. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, 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 Article 2(d) of the UK Prospectus
Regulation;
26. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are EEA 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 EEA 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 Prospectus Regulation;
27. that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are Relevant Persons 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
United Kingdom prior to Admission except to Relevant Persons or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom
within the meaning of the UK Prospectus Regulation;
28. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
29. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
30. if it has received any inside information (as that term is
defined in MAR) about the Company in advance of the UK Placing, it
has not: (i) dealt in the securities of the Company; (ii)
encouraged, required, recommended or induced another person to deal
in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by MAR, prior to the
information being made publicly available;
31. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase 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 not taken any action which will or may result in the Company,
the Sole Bookrunner, any of their respective Affiliates or any
person acting on their behalf being in breach of the legal and/or
regulatory requirements and/or any anti-money laundering
requirements of any territory in connection with the UK Placing ;
and (iv) that the subscription for and purchase 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;
32. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire
and acknowledges, agrees and undertakes that it (and any person
acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein and, in the case of the Placing
Shares, against delivery of such Placing Shares to it, failing
which the relevant Placing Shares may be placed with other Placees
or sold as the Sole Bookrunner and the Company may in their
absolute discretion determine and without liability to such Placee.
It will, however, remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) due pursuant
to the terms set out or referred to in this Announcement which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
33. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Sole Bookrunner 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;
34. that none of the Company, the Sole Bookrunner nor any of
their respective Affiliates nor any person acting on their behalf,
is making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the UK Placing and that participation in the UK
Placing is on the basis that it is not and will not be a client of
the Sole Bookrunner and that the Sole Bookrunner 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 UK Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of the Sole
Bookrunner's rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination
right;
35. that it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the U.S. Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the UK Placing or the accuracy or adequacy of this
Announcement. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, the Placing Shares may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, in
whole or in part, in, into or within the United States (including
its territories and possessions, any state of the United States and
the District of Columbia) or any other Restricted Territory, or in
any country or jurisdiction where any action for that purpose is
required;
36. that 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. None of the Sole Bookrunner, nor the Company nor
any of their respective Affiliates will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes (together with any interest or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify each of
the Sole Bookrunner, the Company and any of their respective
Affiliates and any person acting on their respective behalf in
respect of the same on an after-tax basis on the basis that the
relevant Placing Shares will be allotted to the CREST stock account
of the Sole Bookrunner who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
37. that these 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 Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such agreements, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Sole Bookrunner or the
Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
38. that each of the Sole Bookrunner, the Company and their
respective Affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each of the Sole Bookrunner on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Sole Bookrunner and the Company 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;
39. that it will indemnify on an after-tax basis and hold each
of the Sole Bookrunner, the Company and their respective Affiliates
and any person acting on their behalf 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 by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the UK Placing;
40. acknowledges that it irrevocably appoints any director of
the Sole Bookrunner 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 UK
Placing;
41. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the UK Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Sole Bookrunner's
conduct of the UK Placing;
42. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in the Company's 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 UK 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
Group operates, and the terms of the UK Placing, including the
merits and risks involved and not upon any view expressed or
information provided by or on behalf of the Sole Bookrunner or any
of its Affiliates, (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
for the purposes of its investigation, (v) it is aware and
understands that an investment in the Placing Shares involves a
considerable degree of risk; and it will not look to the Company,
the Sole Bookrunner, any of their respective Affiliates or any
person acting on their behalf for all or part of any such loss or
losses it or they may suffer, (vi) has no need for liquidity with
respect to its investment in the Placing Shares;
43. that it acknowledges and agrees that none of the Sole
Bookrunner nor the Company owe any fiduciary or other duties to it
or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
44. understands and agrees that it may not rely on any
investigation that the Sole Bookrunner or any person acting on its
behalf may or may not have conducted with respect to the Company
and its Affiliates or the UK Placing and the Sole Bookrunner and
its Affiliates have not made any representation or warranty to it,
express or implied, with respect to the merits of the UK Placing,
the subscription for or purchase of the Placing Shares, or as to
the condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation
to it to acquire the Placing Shares. It acknowledges and agrees
that no information has been prepared by, or is the responsibility
of, the Sole Bookrunner or any of its Affiliates for the purposes
of this UK Placing;
45. that it acknowledges and agrees that it will not hold none
of the Sole Bookrunner nor any of its Affiliates nor any person
acting on their behalf responsible or liable for any misstatements
in, or omissions from, any publicly available information relating
to the Group, including without limitation the Exchange
Information, or information made available (whether in written or
oral form) relating to the Group (the "Information") and that none
of the Sole Bookrunner nor any person acting on behalf of the Sole
Bookrunner makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such
Information;
46. that in connection with the UK Placing, the Sole Bookrunner
and any of its Affiliates may take up a portion of the shares in
the Company and in that capacity may retain, purchase or sell for
its or their own account such 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 UK 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 Sole Bookrunner and any of its Affiliates
acting in such capacity. In addition, the Sole Bookrunner or any of
its Affiliates may enter into financing arrangements (including
swaps, warrants or contracts for differences) with investors in
connection with which such Sole Bookrunner or any of its Affiliates
may from time to time acquire, hold or dispose of such securities
of the Company, including the UK Placing. Neither the Sole
Bookrunner nor any of its Affiliates intend to disclose the extent
of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so;
47. it will not reoffer, sell, pledge or otherwise transfer the
Placing Shares except: (i) in an offshore transaction in accordance
with Regulation S; (ii) in the United States pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act, in each case in
compliance with all applicable securities laws of the United States
or any state or other jurisdiction of the United States or (iii)
pursuant to an effective registration statement under the US
Securities Act and that, in each such case, such offer, sale,
pledge or transfer will be made in accordance with any applicable
securities laws of any state of the United States; or (iv) in its
capacity as a QIB and will duly execute a US investor letter and
deliver the same to one of the Sole Bookrunner or its
Affiliates;
48. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be either (i) located outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S;
49. that it has not been offered to purchase and is not
acquiring any of the Placing Shares as a result of any form of
general solicitation or general advertising (within the meaning of
Rule 502I of Regulation D under the US Securities Act) or any form
of directed selling efforts (as defined in Regulation S);
55. none of the Company nor the Sole Bookrunner, nor any of
their respective, partners, directors, officers, employees,
Affiliates or agents has made any written or oral representation:
(A) that any person will resell or repurchase the Placing Shares,
(B) that any person will refund all or any part of the purchase
price for the Placing Shares, or (C) as to the future price or
value of the Placing Shares;
56. that the Sole Bookrunner and its Affiliates may have engaged
in transactions with, and provided various commercial banking,
investment banking, financial advisory transactions and services in
the ordinary course of their business with the Company and/or its
Affiliates for which they would have received customary fees and
commissions and that each of the Sole Bookrunner and its Affiliates
may provide such services to the Company and/or its Affiliates in
the future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as the Sole Bookrunner (for its own
benefit and, where relevant, the benefit of its Affiliates and any
person acting on its behalf) and are irrevocable. Each Placee, and
any person acting on behalf of a Placee, acknowledges that none of
the Sole Bookrunner or the Company owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents or nominees,
direct from the Company for the Placing Shares in question. None of
the Company or the Sole Bookrunner will be responsible for any UK
stamp duty or UK stamp duty reserve tax (including any interest and
penalties relating thereto) arising in relation to the Placing
Shares in any other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. None
of the Sole Bookrunner nor the Company are liable to bear any stamp
duty or stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the UK Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Sole Bookrunner, the Company, their respective Affiliates
and any person acting on any of their respective behalf harmless
from any such transfer taxes, and all interest, fines or penalties
in relation to such transfer taxes. Each Placee should, therefore,
take its own advice as to whether any such transfer tax liability
arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Sole Bookrunner or any of its
Affiliates 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 Sole Bookrunner isr eceiving a
fee in connection with its role in respect of the UK Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Sole Bookrunner, any money held in an account with
the Sole Bookrunner on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules, as
a consequence, this money will not be segregated from the Sole
Bookrunner's money in accordance with the client money rules and
will be used by the Sole Bookrunner in the course of its own
business, and the Placee will rank only as a general creditor of
the Sole Bookrunner.
All times and dates in this Announcement may be subject to
amendment. The Sole Bookrunner shall notify the Placees and any
person acting on behalf of the Placees of any material changes.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The rights and remedies of the Sole Bookrunner 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.
If a Placee is a discretionary fund manager, the Placee may be
asked to disclose in writing or orally to the Sole Bookrunner the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission has the meaning given to in in Appendix 1 of this Announcement;
Affiliate has the meaning given in Rule 50I(b) of Regulation D under the US Securities
Act or Rule 405
under the US Securities Act, as applicable and, in the case of the Company,
includes its subsidiary
undertakings;
Announcement means this announcement (including its Appendices);
ASX Australian Securities Exchange
ASX Admission the granting of official quotation of the Placing Shares to trading on the
ASX becoming effective
in accordance with the rules of the ASX;
Australian Placing the proposed placing of shares to be conducted by, amongst others, Euroz
Hartleys;
Bookbuild means the bookbuilding process to be commenced by the Sole Bookrunner to use
reasonable endeavours
to procure Placees for the Placing Shares, as described in this Announcement
and subject to
the terms and conditions set out in this Announcement and the Placing
Agreement;
CHESS the Clearing House Electronic Subregister System operated in Australia;
Company Danakali Limited, a public company incorporated in Australia under the
Corporations Act 2001
(Cth.) with registered Australian Company Number ACN 097 904 302 and whose
registered office
is at Level 1, 2A/300 Fitzgerald Street, North Perth, Western Australia 6006
;
CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI
2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in
such Regulations)
in accordance with which securities may be held and transferred in
uncertificated form;
EEA means European Economic Area;
EEA Qualified Investor means qualified investors as defined in Article 2(e) of the Prospectus
Regulation;
Euroclear means Euroclear UK & Ireland Limited, a company incorporated under the laws
of England and
Wales;
Exchange Information means the business and financial information the Company is required to
publish in accordance
with MAR and the Listing Rules and applicable law;
FCA or Financial Conduct Authority means the UK Financial Conduct Authority;
FSMA means the Financial Services and Markets Act 2000 (as amended, including any
regulations made
pursuant thereto);
Group means the Company and its subsidiary undertakings;
Information has the meaning given to in in Appendix 1 of this Announcement;
Long Stop Date means 6 June 2021;
LSE has the meaning given to in in Appendix 1 of this Announcement;
MAR means the Market Abuse Regulation (EU) No.596/2014 as it forms part of the
law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018;
Order has the meaning given to it in the main body of this Announcement;
Ordinary Shares means the ordinary shares of the Company of no par value;
Placee means any person procured by the Sole Bookrunner (acting as agent for and on
behalf of the
Company), on the terms and subject to the conditions of the Placing
Agreement, to subscribe
for the Placing Shares pursuant to the UK Placing;
Placing Agreement has the meaning given to it in Appendix I to this Announcement;
Placing Documents means any press announcement, presentation materials and any other document
published or issued
by or on behalf of the Company for the purposes of the UK Placing or the
applications for
Admission (including any amendments and supplements to the foregoing);
Placing Shares has the meaning given to it in the main body of this Announcement;
Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129;
QIB has the meaning given to in in Appendix 1 of this Announcement;
QIBS has the meaning given to in in Appendix 1 of this Announcement;
Qualified Investors has the meaning given to it in the main body of this Announcement;
Regulations has the meaning given to it in Appendix 1 of this Announcement;
Regulation S means Regulation S promulgated under the US Securities Act;
Regulatory Information Service means a primary information provider that has been approved by the FCA to
disseminate regulated
information;
Relevant Persons has the meaning given to in in Appendix 1 of this Announcement;
Restricted Territory means the United States, Australia, New Zealand, the Republic of South
Africa, Hong Kong or
Japan;
Sole Bookrunner means Shore Capital Stockbrokers Limited;
subsidiary has the meaning given to that term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that term in the Companies Act 2006;
Target Market Assessment has the meaning given to it in the main body of this Announcement;
Terms and Conditions means the terms and conditions of the UK Placing set out in Appendix I to
this Announcement;
Term Sheet means the term sheet as may be executed by the Company and the Sole
Bookrunner;
transfer taxes means stamp duty or stamp duty reserve tax or any other similar duties or
taxes;
uncertificated or in uncertificated form means in respect of a share or other security, where that share or other
security is recorded
on the relevant register of the share or security concerned as being held in
uncertificated
form in CREST and title to which may be transferred by means of CREST;
UK Placing means the placing of the Placing Shares by the Sole Bookrunner to investors
outside Australia
pursuant to the Placing Agreement;
UK Placing Price means the single price expressed in pence payable to the Sole Bookrunner by
all Placees whose
bids in the Bookbuild are successful, established through the Australian
Placing and which
will be specified in the Placing Results announcement and which will be
calculated as the
approximate sterling equivalent (at the time of the Bookbuild) of the AUD
placing price established
in the Australian Placing;
UK Prospectus Regulation means Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law
by virtue of the
European Union (Withdrawal) Act 2018;
UK Qualified Investor means qualified investors as defined in Article 2(e) of the UK Prospectus
Regulation;
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland; and
US Securities Act means the U.S. Securities Act of 1933, as amended.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "U.S.$","$" or "dollars" are to the lawful currency
of the United States of America.
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Policy.
END
MSCEDLBLFZLXBBX
(END) Dow Jones Newswires
April 27, 2021 02:00 ET (06:00 GMT)
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