10 June 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (TOGETHER "THIS
ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION
SECTION AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN HELIUM ONE GLOBAL
LTD OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD
BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF
HELIUM ONE GLOBAL LTD.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN
PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED
IN THE APPENDIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE
PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
Helium One Global
Ltd
("Helium
One" or "the Company")
Proposed Placing of a minimum
of £8.0 million (approximately US$10.2m) to fund Extended Well Test
at Itumbula West-1
Helium One Global (AIM: HE1), the
primary helium explorer in Tanzania, is pleased to announce a
proposed fundraise of a minimum of £8.0 million (approximately
US$10.2 million), before expenses, by way of a placing (the
"Placing") and a direct
subscription (the "Subscription") at a price of 0.50 pence
per new ordinary share (the "Issue
Price") (together, the "Fundraise").
The Placing is being conducted
through an accelerated bookbuild process (the "Bookbuild") to be undertaken by Liberum
Capital Limited ("Liberum"), and Zeus Capital Limited
("Zeus") acting as Joint
Bookrunners (together the "Joint
Bookrunners") and Axis Capital Markets acting as placing
agent. The Bookbuild will commence immediately following the release of this
announcement.
The final number of shares to be
issued pursuant to the Fundraise (the "Fundraise Shares") will be announced as
soon as reasonably practicable after the close of the
Bookbuild.
The Fundraise will be effected by
way of a cashbox placing of new Ordinary Shares in the Company for
non-cash consideration, further details of which are set out below.
The cashbox placing structure is being used to enable the Fundraise
to complete as quickly as possible.
Summary
· Proposed Placing and Subscription to raise gross proceeds of a
minimum £8.0 million (approximately US$10.2 million) (before
expenses) at the Issue Price.
· The
Placing will be made to certain existing shareholders and other
institutional and high net worth investors.
· All of
the directors of the Company and certain members of management have
indicated an intention to participate in the Subscription up to an
aggregate amount of approximately £35k (approximately
US$44k).
· Issue
Price of 0.50 pence per
new ordinary share represents a discount of 56.5
per cent. to the closing mid-market price of the
Company's existing ordinary shares on 7 June 2024, the last practicable date prior to this
announcement.
· The
net proceeds of the Fundraise will be utilised to complete an
Extended Well Test ("EWT")
on Itumbula West-1 to evaluate commercial flow rates of helium
prior to the development phase, as well as providing additional
funds for operational contingency.
· The
timing for the close of the Bookbuild and allocation of the
Fundraise Shares shall be at the discretion of the Joint
Bookrunners, in consultation with the Company. For the avoidance of
doubt, the Fundraise is not underwritten.
The Placing is conditional upon,
amongst other things, Admission becoming effective and the placing
agreement between the Company and the Joint Bookrunners becoming
unconditional and not being terminated in accordance with its
terms.
Further details of the terms and
conditions of the Placing are set out in the Appendix to this
announcement (which forms part of this announcement, such
announcement and its Appendices together being the "Announcement").
The Appendix to this announcement
(which forms part of this announcement) contains the detailed terms
and conditions of the Placing. Members of the public are not
eligible to take part in the Placing.
Lorna Blaisse, Chief Executive Officer,
commented:
"Entering the appraisal phase of a project is a very exciting
time for any exploration company. To be doing this on a newly
established helium play and the first of its kind in Tanzania,
makes this a very pivotal stage in the Company's
development. We are on track to commence the EWT early in Q3 and
have commenced the mobilisation of equipment required to perform
this work. The rig is currently hot stacked on the Itumbula West-1
well pad, where the well has been cased and suspended and to enable
a quick re-entry. We plan to deepen the well by a further 100m-150m
to intersect more fractures within the shallow section of Basement,
prior to commencing the important phase of
testing."
"Capital raised through the proposed
placing will enable the Company to complete the EWT operations
ahead of submitting an application for a Mining License ("ML"). The
results of the EWT will be integrated into a feasibility study and
submitted, along with the ESIA study and certification, to the
Mining Commission. Upon successful award of an ML, the Company will
then look to commence the development phase of the southern Rukwa
Project."
For further information please visit
the Company's website: www.helium-one.com
Contact
Helium One Global Ltd
Lorna Blaisse, CEO
|
+44 20 7920 3150
|
|
|
Liberum Capital Limited (Nominated Adviser and Joint
Broker)
Scott Mathieson
Nikhil Varghese
Anake Singh
|
+44 20 3100 2000
|
|
|
Zeus Capital Limited (Joint Broker)
Simon Johnson
Victoria Ayton
Louisa Waddell
|
+44 20 3829 5900
|
|
|
Axis Capital Markets (Placing Agent)
|
+44 20 3026 2689
|
Lewis Jones
|
|
Ben Tadd
|
|
|
|
Tavistock (Financial
PR)
Nick Elwes
Tara Vivian - Neal
|
+44 20 7920 3150
|
Notes to Editors
Helium One Global, the AIM-listed
Tanzanian explorer, holds prospecting licences across three
distinct project areas, with the potential to become a strategic
player in resolving a supply-constrained helium market.
The Rukwa, Balangida, and Eyasi
projects are located within rift basins on the margin of the
Tanzanian Craton in the north and southwest of the country. The
assets lie near surface seeps with helium concentrations ranging up
to 10.6% helium by volume. All Helium One's licences are held on a
100% equity basis.
The Company's flagship
southern Rukwa Project is located within the Rukwa
Rift Basin covering 1,900km2 in south-west Tanzania. This project is
considered to be entering an appraisal stage following the success
of the 2023/24 drilling campaign, which has proved an established
helium system where the Itumbula West-1 exploration well
successfully flowed 4.7% helium to surface in Q1 2024. Additional
followon leads and prospects are defined by subsurface database
including multispectral satellite spectroscopy, airborne gravity
gradiometry, 2D seismic data, and QEMSCAN analysis.
Helium One is listed on the AIM
market of the London Stock Exchange with the ticker of
HE1 and on the OTCQB in the United States with the ticker
HLOGF.
Background to and reasons for the Fundraise and Use of
Proceeds
Itumbula West-1
well
In February 2024, the Company
announced the successful completion of all wireline logging and
drill stem testing ("DST")
operations at Itumbula West-1. The well successfully flowed a high
concentration of helium to surface from Basement, at a measured
concentration of up to 4.7% helium. The successful results of the
wireline logging, combined with the acquisition of image logs,
confirmed the presence and location of the fault zones and
fractured Basement that were originally identified through the
evaluation of the 2D seismic. Helium shows obtained from the
drilling mud, whilst drilling, had already indicated that these
zones were likely to be helium-bearing intervals, and the wireline
data enabled the well test intervals to be identified.
The Company identified three zones
for well testing, and upon completion of each DST, all three zones
successfully yielded downhole gas samples. When performing the
Basement DST, high concentrations of helium began to flow to
surface following reverse circulation and yielded a compositional
mix up to 4.7% helium, 1.5% argon, 8% oxygen and 86% nitrogen.
These results were evaluated using an onsite Mass Spectrometer and
verified from downhole samples by a field
pressure-volume-temperature ("PVT") laboratory at the well site. A
measured helium concentration of 4.7% equates to almost nine
thousand times above background levels (5.3ppm).
Two subsequent DSTs were carried out
across the fault zone and yielded similar results from the downhole
samples which were evaluated in the onsite field PVT laboratory.
The Company has identified that the frequency of helium increases
with depth and is preferentially carried in hot fluids out of the
Basement and along fault conduits. As the helium rises through the
well bore, the pressure decreases, and it is thought that the
helium then comes out of solution and increases in
concentration.
In addition to high helium flowing
to surface, the Company encountered elevated hydrogen levels that
flowed to surface. This concentration of hydrogen was measured at
2.2% using micro-GC equipment and is over thirty-seven thousand
times above background levels (0.6ppm).
Additional drilling at
Itumbula West-1 to deepen the existing well
Following the success of Itumbula
West-1 in proving an established fault-fracture helium play, the
Company plans to re-enter the cased well and deepen it by a further
100m-150m into the Basement prior to commencing the EWT operations.
The rationale behind this is to intersect more fractures in the
upper section of the Basement and to maximise connectivity prior to
carrying out the EWT in this interval. With the rig already hot
stacked on location, and the wellbore cased and suspended, this
will be a very quick operation ahead of the EWT.
Extended Well Test at
Itumbula West-1
The Company is planning an EWT in Q3
2024 on Itumbula West-1 to evaluate reservoir performance,
commercial flow rates and helium concentration. The Company has
commenced ordering the long lead items for the Itumbula West-1 EWT
and mobilising the required equipment to site.
The EWT is designed to evaluate flow
rates in a fault-fracture play at Itumbula, with the independent
surface well test being set up to allow for rig-less testing. The
surface EWT equipment will interface with the mud logging equipment
and the independent PVT lab, enabling real time monitoring of
produced fluids with the ability to take additional samples if
required.
The Company is aiming to complete
its planned appraisal process in Q3 2024, with a focus on project
deliverability and monetisation in as short a timeframe as
possible.
ESIA, Feasibility Study and
Mining Licence application
The results from the EWT on Itumbula
West-1, and subsequent integration of these into a subsurface model
to determine resource estimates, will form a critical input into
the ongoing Feasibility Study. This report, which is already being
prepared by a growing subsurface team, will support the Company's
application to have the existing Prospecting Licences at the
southern Rukwa Project upgraded to Mining Licences.
The Company is working closely with
the Tanzanian Government (Ministry of Mines and Mining Commission)
with respect to the Mining Licence application process and is
currently undertaking a number of workstreams in relation to
this.
The ESIA study forms part of the ML
application process and is required by the Mining
Commission in Tanzania. As the ESIA study is required to
take place over a six-month period to capture the wet and dry
seasons, the Company has already commenced the work. Therefore,
upon completion, the results can align with the EWT and will then
allow the Company to complete the feasibility study ahead of
submitting the ML conversion application.
The Company has appointed MTL
Consulting Ltd ("MTL"), a Tanzanian company, for the
ESIA and will continue to work with them to compile and
deliver a detailed report to the National Environmental
Management Council within the necessary timeframe. As well as
the ESIA study, the Company will also undertake more detailed
subsurface work and plans to establish contingent resource
estimates which will form part of the Feasibility Study.
Use of
proceeds
The net proceeds of the fundraise
will be utilised to complete the EWT and additional drilling at
Itumbula West-1, as well as providing additional funds for
operational contingency. The budgeted cost of the operation is
US$10.2 million which includes a 5% contingency.
Drilling Programme and
related timetable
Following the completion of the
proposed Fundraise, the Company will be fully funded to complete
the EWT, with a working capital runway for a minimum of 12 months
from the date of Admission.
The Company intends to undertake and
complete the additional drilling and the EWT at Itumbula West-1
during the course of Q3 2024 and will provide updates with respect
to progress in due course.
Details of the Placing and
Subscription
The Fundraise Shares will, when
issued, be credited as fully paid and will rank pari passu in all
respects with Helium One's existing issued ordinary shares of no
par value each (the "Ordinary
Shares").
The Placing, which is subject to the
terms and conditions set out in the Appendix to this Announcement,
is conditional upon, inter alia, Admission becoming effective and
the Placing Agreement (defined below) becoming unconditional in all
respects by no later than 8.00 a.m. on 14
June 2024 or such later time and/or date (being
not later than 28 June 2024) as the Company, Liberum and Zeus may
agree. Application will be made to the London Stock Exchange for
the Fundraise Shares to be admitted to trading on AIM. It is
expected that Admission will occur and that dealings will commence
at 8.00 a.m. on 14 June 2024.
The Fundraise will be effected by
way of a cashbox placing of new Ordinary Shares in the Company for
non-cash consideration. Liberum, Zeus, and the direct subscribers
under the Subscription will subscribe for redeemable preference
shares in a new Jersey incorporated wholly owned subsidiary of the
Company ("JerseyCo") for an
amount equal to the net proceeds of the Fundraise respectively. The
Company will allot and issue the Fundraise Shares on a
non-pre-emptive basis to Placees, and subscribers pursuant to the
Subscription in consideration for the transfer of the redeemable
preference shares in JerseyCo that will be issued to Liberum, Zeus,
and the direct subscribers under the Subscription. No shareholder
approval is required to effect the Fundraise.
Liberum and Zeus are acting as Joint
Bookrunners to the Placing.
Liberum and Zeus have entered into
an agreement with Helium One (the "Placing Agreement") under which,
subject to the conditions set out therein, Liberum and Zeus have
agreed to use their respective reasonable endeavours to procure
subscribers for the Placing shares in the UK. The Placing for
placees of Liberum and Zeus are subject to the terms and conditions
set out in the Appendix to this announcement.
Admission and Settlement
Application will be made for the
Fundraise Shares to be admitted to trading ("Admission") on the AIM market of
the London Stock Exchange ("AIM"). It is expected that Admission
will take place at 8.00 a.m. (London time) on or around 14 June
2024 (or such later date as may be agreed between the Company and
the Joint Bookrunners). The Placing is conditional upon, inter
alia, Admission becoming effective and the Placing Agreement not
being terminated in accordance with its terms. The Subscription is
also conditional, inter
alia, upon the Placing becoming
unconditional.
Joint broker appointment
The Company confirms that Zeus
Capital Limited have been appointed as Joint Broker to the Company
alongside Liberum who continue in their role as Nominated Adviser
and Joint Broker.
APPENDIX
TERMS AND CONDITIONS OF THE
PLACING
IMPORTANT INFORMATION FOR INVITED
PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT
ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT
(INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS ("EEA QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU 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 AMENDED (THE "ORDER") OR (II) PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE
INFORMATION IN IT 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. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS
ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON. 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.
THE PLACING SHARES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES
ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES. THE PLACING IS BEING MADE SOLELY OUTSIDE THE UNITED
STATES TO PERSONS IN OFFSHORE TRANSACTIONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) MEETING THE
REQUIREMENTS OF REGULATION S. PERSONS RECEIVING THIS ANNOUNCEMENT
(INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT FORWARD,
DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT IN OR INTO THE UNITED
STATES OR USE THE UNITED STATES MAILS, DIRECTLY OR INDIRECTLY, IN
CONNECTION WITH THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS
APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL (EACH A "RESTRICTED TERRITORY").
NO PUBLIC OFFERING OF SECURITIES
WILL BE MADE IN CONNECTION WITH THE PLACING IN THE UNITED KINGDOM,
ANY RESTRICTED TERRITORY, OR ELSEWHERE.
This Announcement, and the
information contained herein, or any part of it, does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any Restricted Territory or any other jurisdiction in
which the same would be unlawful. The distribution of this
Announcement and/or the Placing and/or issue of the Placing Shares
in certain jurisdictions may be restricted by law. No action
has been taken by the Company or by Liberum Capital Limited
("Liberum") or Zeus Capital
Limited ("Zeus") (together
with Liberum, the "Joint
Bookrunners") or any holding company
of the Joint Bookrunners, any subsidiary of Joint Bookrunners, any
subsidiary of any such holding company, any branch, affiliate or
associated undertaking of any such company nor any of their
respective directors, officers, consultants, employees and agents
("Affiliates"),
or any of their respective Affiliates' agents, directors, officers
or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about and to
observe any such restrictions.
All offers of the Placing Shares
will be made pursuant to an exemption from the requirement to
produce a prospectus under either the EU Prospectus Regulation or
the UK Prospectus Regulation, as applicable. In the United
Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 (as amended) (the "FSMA") does not apply.
The Placing Shares have not been
approved or disapproved by the US 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 Placing or
the accuracy or adequacy of this Announcement. Any representation
to the contrary is a criminal offence in the United States. The
relevant clearances have not been, nor will they be, obtained from
the securities commission of any province or territory of Canada,
no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Placing Shares and the Placing Shares have not been, nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Canada, Japan, or the Republic of South Africa. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan, the Republic of South Africa or any other jurisdiction
outside the United Kingdom.
This Announcement has been issued
by, and is the sole responsibility of, the Company. No
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by any Joint Bookrunner or any of their respective
Affiliates, nor any of its or their respective Affiliates'
directors, officers, employees, agents or advisers as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any party or its advisers, and any liability therefore
is expressly disclaimed.
The Joint Bookrunners are acting
exclusively for the Company and no-one else in connection with the
Placing and are not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
None of the Company nor the Joint
Bookrunners nor any of their respective Affiliates nor any of its
or their respective Affiliates' directors, officers, employees,
consultants, agents or advisers makes any representation or
warranty, express or implied to any Placees regarding any
investment in the securities referred to in this Announcement under
the laws applicable to such Placees. Each Placee should consult its
own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
Persons (including, without
limitation, nominees and trustees) who have a contractual right or
other legal obligations to forward a copy of this Announcement
should seek appropriate advice before taking any action.
This Announcement should be read in
its entirety. In particular, you should read and understand
the information provided in the "Important Notices" section of this
Announcement.
By
participating in the Bookbuild and the Placing, each Placee
(including individuals, funds or otherwise) by whom or on whose
behalf a commitment to subscribe for Placing Shares has been given
will: (a) be deemed to have read and understood this Announcement
in its entirety and (b) be participating, making an offer and
subscribing for Placing Shares on the terms and conditions
contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the
basis that they have provided) the representations, warranties,
indemnities, acknowledgements and undertakings contained in this
Appendix. Upon being notified of its allocation of Placing
Shares, a Placee who chooses to participate in the Placing by
making an oral and legally binding offer shall be contractually
committed to acquire the number of Placing Shares allocated to it
and to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate
or otherwise withdraw from such
commitment.
In particular, each such Placee
represents, warrants, undertakes, agrees and acknowledges (amongst
other things) that:
1
it has read and understood this Announcement in its entirety
(including the Appendices) and acknowledges that its participation
in the Placing will be governed by, and subject to, the terms and
conditions of the Placing as referred to and included in this
Announcement (including the Appendices);
2
it is a Relevant Person and undertakes that it will subscribe for,
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
3
in the case of a Relevant Person in a member state of the EEA which
is subject to the EU Prospectus Regulation (each a
"Relevant
Member State") who acquires any
Placing Shares pursuant to the Placing:
it is an EEA Qualified Investor;
and
in respect of any Placing Shares
acquired by it as a "financial intermediary", as that term is used
in Article 5(1) of the EU Prospectus Regulation:
the Placing Shares acquired by
and/or subscribed for by it in the Placing will not be acquired
and/or subscribed for on a non-discretionary basis on behalf of,
nor will they be acquired or subscribed for with a view to their
offer or resale to persons in any Relevant Member State other than
to EEA Qualified Investors, or in circumstances which may give rise
to an offer of securities to the public other than an offer or
resale in any Relevant Member State to EEA Qualified Investors, or
in circumstances in which the prior consent of the Joint
Bookrunners has been given to each such proposed offer or resale;
or
where Placing Shares have been
acquired or subscribed for by it on behalf of persons in any
Relevant Member State other than EEA Qualified Investors, the offer
of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such
persons;
4
in the case of a Relevant Person in the United Kingdom who acquires
any Placing Shares pursuant to the Placing:
it is a UK Qualified Investor;
and
in respect of any Placing Shares
acquired by it as a "financial intermediary", as that term is used
in Article 5(1) of the UK Prospectus Regulation:
the Placing Shares acquired by
and/or subscribed for by it in the Placing will not be acquired
and/or subscribed for on a non-discretionary basis on behalf of,
nor will they be acquired or subscribed for with a view to their
offer or resale to persons in the United Kingdom other than to UK
Qualified Investors, or in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in
the United Kingdom to UK Qualified Investors, or in circumstances
in which the prior consent of the Joint Bookrunners has been given
to each such proposed offer or resale; or
where the Placing Shares have been
acquired or subscribed for by it on behalf of persons in the United
Kingdom other than UK Qualified Investors, the offer of those
Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
5
it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
6
it understands (or if acting for the account of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Appendix; and
7
it (and any account referred to in
paragraph 6 above) is outside the United States acquiring the Placing
Shares in offshore transactions as defined in, and in accordance
with, Regulation S under the US Securities Act.
No
prospectus required for Placing Shares
The Placing Shares are being offered
to a limited number of specifically invited persons only and will
not be offered in such a way as to require any prospectus or other
offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by
the FCA in relation to the Placing or the Placing Shares, and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any information
publicly announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this
Announcement (the "Publicly
Available Information") and subject to any further terms set
forth in the contract note sent to individual Placees.
Each Placee, by participating in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or
statement made by or on behalf of the Joint Bookrunners or the
Company or any other person and none of the Joint Bookrunners, the
Company nor any other person acting on such person's behalf nor any
of their respective Affiliates has or shall have any liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement.
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No
Placee should consider any information in this Announcement to be
legal, tax or business advice. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing
Shares
The Joint Bookrunners are acting as
placement agents in connection with the Placing. The Joint
Bookrunners have entered into a placing agreement (the
"Placing Agreement") with
the Company under which, on the terms, and subject to, the
conditions set out in the Placing Agreement, the Joint Bookrunners,
as agents for and on behalf of the Company, have severally (and not
jointly or jointly and severally) agreed to use their respective
reasonable endeavours to procure Placees. The number of Placing
Shares in the Placing will be determined following completion of
the Bookbuild and set out in the term sheet to be entered into
between the Joint Bookrunners and the Company ("Placing Term Sheet"). The timing of the
closing of the book and allocations will be at the discretion of
the Joint Bookrunners and the Company. Details of the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
In accordance with the terms and
subject to the conditions in the Placing Agreement, the Placing is
not underwritten by the Joint Bookrunners and in the event that
subscribers are not obtained for all or any of the Placing Shares
(being the "Unplaced
Shares") or in the event of a default to make payment by any
subscribers procured by the Joint Bookrunners, there will be no
obligation on any Joint Bookrunner to subscribe for any Unplaced
Shares or defaulted Placing Shares.
The Placing Shares will, when
issued, be subject to the memorandum and articles of association of
the Company and credited as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of no par value ("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.
Applications for admission to listing and
trading
Liberum, as the Company's nominated
adviser, shall make, on the Company's behalf, the Application to
the London Stock Exchange for admission of the Placing Shares to
trading on the AIM market operated by the London Stock Exchange
("AIM") ("Admission").
It is expected that Admission will
take place on or before 8.00 a.m. on 14 June 2024 (or such later
date as may be agreed between the Company and the Joint
Bookrunners).
Bookbuild process
Following the release of this
Announcement, the Joint Bookrunners will commence a bookbuild
process in respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. The book will open with
immediate effect following release of this Announcement.
This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees
in respect of any Placing Shares.
The Joint Bookrunners and the
Company shall be entitled to effect the Placing by such alternative
method to the Bookbuild as they may, in their sole discretion,
determine.
Principal terms of the Bookbuild and Placing
1
Liberum and Zeus are acting as joint bookrunners in connection with
the Placing, severally, and not jointly, nor jointly and severally,
as agents of the Company.
2
Participation in the Placing will only be available to persons who
may lawfully be, and are, invited by the Joint Bookrunners to
participate. The Joint Bookrunners and any of their respective
Affiliates are entitled to enter bids in the Bookbuild.
3
The number of the Placing Shares will be established in the
Bookbuild and announced by the Company through a Regulatory
Information Service (the "Placing Results
Announcement") following the
completion of the Bookbuild and the entry into the Placing Term
Sheet by the Company and the Joint Bookrunners. The Joint
Bookrunners and the Company reserve the right to increase the
amount to be raised and the number of Placing Shares to be issued
pursuant to the Placing in their absolute
discretion.
4
The number of Placing Shares and the aggregate proceeds to be
raised through the Placing will be agreed between the Joint
Bookrunners and the Company following completion of the
Bookbuild.
5
To bid in the Bookbuild, Placees should communicate their bid by
telephone to their usual sales contact at the relevant Joint
Bookrunner. Each bid should state the number of Placing Shares
which a prospective Placee wishes to subscribe for at the Placing
Price. Bids may be scaled down by the Joint Bookrunners on the
basis referred to in paragraph 10 below.
6
The Bookbuild is expected to close no later than 8.00 a.m. on 11
June 2024 but may be closed earlier or later at the absolute
discretion of the Joint Bookrunners. The Joint Bookrunners may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right (in
consultation with the Joint Bookrunners) to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its
discretion.
7
The Joint Bookrunners shall, in consultation with the Company,
agree all allocation matters in respect of the Placing in
accordance with the terms of the Placing Agreement and will be
confirmed orally or in writing by the relevant Joint Bookrunner,
acting as agent of the Company, to the Placees. The relevant Joint
Bookrunner's oral or written confirmation of an allocation to such
Placee will give rise to a legally binding commitment by such
person (who will at that point become a Placee), in favour of the
relevant Joint Bookrunner and the Company, under which such Placee
agrees to subscribe for the number of Placing Shares allocated to
it and to pay the Placing Price for each such Placing Share on the
terms and subject to the conditions set out in this Appendix and in
accordance with the Company's memorandum and articles of
association.
8
The Company will release the Placing Results Announcement following
the close of the Bookbuild, detailing the aggregate number of the
Placing Shares to be issued.
9
Each Placee's allocation and commitment will be evidenced by a
contract note or electronic confirmation issued to such Placee by
the relevant Joint Bookrunner. A bid in the Bookbuild will be made
on the terms, and subject to, the conditions in this Appendix and
the terms of this Appendix will be deemed incorporated into the
contract note, the form of which will be dispatched to each Placee
as soon as possible after its allocation of Placing Shares has been
confirmed orally or in writing to it by the relevant Joint
Bookrunner.
10
Subject to paragraphs 6, 7
and 8 above, each of the Joint Bookrunners may choose to accept
bids, either in whole or in part, on the basis of allocations
determined at their discretion and may scale down any bids for this
purpose on such basis as they may determine or be directed.
The Joint Bookrunners may also, notwithstanding
paragraphs 6, 7 and
8 above, after
consultation with the Company, allocate Placing Shares after
the:
time of any initial allocation to
any person submitting a bid after that time; and
Bookbuild has closed to any person
submitting a bid after that time,
and the acceptance of offers shall
be at the absolute discretion of the Joint Bookrunners. If within a
reasonable time after a request for verification of identity, the
Joint Bookrunners have not received such satisfactory evidence, the
Joint Bookrunners may, in their absolute discretion, terminate the
Placee's Placing participation in which event all funds delivered
by the Placee to the Joint Bookrunners will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited.
11
A bid in the Bookbuild will be made on the terms, and subject to,
the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with the relevant
Joint Bookrunner's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Joint Bookrunner and the Company,
to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to acquire and the Company has agreed
to allot and issue to that Placee. The Company shall allot the
Placing Shares allocated to each Placee following each Placee's
payment to the relevant Joint Bookrunner of such amount.
12
The Placing Shares are not being offered and sold by the Company
except in accordance with Regulation S or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Placee and the prospective
beneficial owner of the Placing Shares is, and at the time the
Placing Shares are subscribed for will be: (a) outside the United
States and subscribing for the Placing Shares in an "offshore
transaction" as defined in, and pursuant to, Regulation S; or (b)
(i) subscribing for the Placing Shares pursuant to an
exemption from the registration requirements under the US
Securities Act.
13
Except as required by law or regulation, no press release or other
announcement will be made by the Joint Bookrunners 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.
14
Irrespective of the time at which a Placee's allocation(s) pursuant
to the Placing is/are confirmed, settlement for all Placing Shares
to be acquired pursuant to the Placing will be required to be made
on the basis explained below under "Registration and Settlement of
the Placing Shares".
15
All obligations under the Bookbuild and Placing will be subject to
fulfilment of the Conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing".
16
By participating in the Bookbuild, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
17
To the fullest extent permissible by law, none of:
the Joint Bookrunners;
any of their respective Affiliates;
nor
to the extent not contained
within (a) or (b) above,
any person connected with the Joint Bookrunners as defined in the
FSMA ((b) and (c) being together Affiliates and individually an
Affiliate of the Joint Bookrunners),
shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting
on behalf of a Placee or otherwise. In particular, none of
the Joint Bookrunners, nor the Company, nor any of their respective
Affiliates nor any of its or their agents, directors, officers or
employees shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners'' conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Joint Bookrunners and the
Company may agree or determine.
Registration and settlement of the Placing
Shares
If Placees are allocated any Placing
Shares in the Placing they will be sent a contract note or
electronic trade confirmation which will confirm the number of
Placing Shares allocated to them at the Placing Price and the
aggregate amount owed by them to the relevant Joint
Bookrunner.
Each Placee will be deemed to agree
that it will do all things necessary to ensure that delivery and
payment is completed as directed by the relevant Joint Bookrunner
in accordance with either the standing CREST or certificated
settlement instructions which they have in place with the relevant
Joint Bookrunner.
Settlement of transactions in the
Placing Shares (ISIN: VGG4392T1075) placed by the Joint Bookrunners
following Admission will take place within CREST, subject to
certain exceptions. Settlement of the Placing Shares through
CREST will be on a T+3 basis unless otherwise notified by any Joint
Bookrunner and is expected to occur on 14 June2024 in accordance
with the contract note or electronic trade confirmation.
Settlement will be on a delivery
versus payment basis. However, in the event of any difficulties or
delays in the admission of the Placing Shares to CREST or the use
of CREST in relation to the Placing, the Company and the Joint
Bookrunners may agree that the Placing Shares should be issued in
certificated form. Each of the Joint Bookrunners reserves the
right to require settlement for the Placing Shares, and to deliver
the Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
General
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 the prevailing base rate of Barclays Bank plc as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that
if it does not comply with these obligations, the relevant Joint
Bookrunner may sell any or all of the Placing Shares allocated to
that Placee on their behalf and retain from the proceeds, for the
Company's own 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
Placing Price and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of its Placing Shares on its behalf.
By communicating a bid for Placing
Shares, such Placee confers on the Joint Bookrunners all such
authorities and powers necessary to carry out such sale and agrees
to ratify and confirm all actions which the Joint Bookrunners
lawfully take in pursuance of such sale.
If Placing Shares are to be
delivered to a custodian or settlement agent, Placees must ensure
that, upon receipt, the conditional 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 as provided below,
be so registered free from any liability to United Kingdom stamp
duty or stamp duty reserve tax. Placees will not be entitled to
receive any fee or commission in connection with the
Placing.
Conditions of the Placing
The obligations of the Joint
Bookrunners under the Placing Agreement are, and the Placing is,
conditional upon, inter
alia:
1
Admission of the Placing Shares becoming effective
by no later than 8.00 a.m. on 14 June2024 (or such later time and /
or date as the Company and the Joint Bookrunners shall agree, not
being later than 8.00 a.m. on the Long Stop Date);
2
the delivery by the Company to the Joint Bookrunners of certain
documents required under the Placing Agreement;
3
the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission of the Placing Shares;
4
the warranties on the part 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 Placing Term
Sheet and at all times during the period up to and including
Admission;
5
the publication by the Company of the Placing Results Announcement
through a Regulatory Information Service by not later than 8:00 am
on the Business Day following the date of Placing Agreement or such
other time and/or date as may be agreed between the Company and the
Joint Bookrunners;
6
there having been since the date of Placing Agreement no Material
Adverse Change (whether or not foreseeable at the date of Placing
Agreement);
7
the Company issuing, conditional only on Admission, the Placing
Shares; and
8
Admission occurring not later than 8:00 am on 14 June2024 or such
other time and/or date as may be agreed between the Company and the
Joint Bookrunners, not being later than 8:00 am on the Long Stop
Date,
(together, the "Conditions").
If: (a) any of the Conditions are
not fulfilled or waived by the Joint Bookrunners (acting jointly)
by the respective time or date where specified (or such later time
or date as the Company and the Joint Bookrunners may agree, save
that such time shall not be extended beyond 8.00 a.m. on the Long
Stop Date); (b) any of such Conditions becomes incapable of being
fulfilled; or (c) the Placing Agreement is terminated in the
circumstances specified below, the Placing in relation to the
Placing Shares will lapse and the Placee's rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee against either the Company or any of the Joint
Bookrunners in respect thereof.
By participating in the Bookbuild,
each Placee agrees that its rights and obligations cease and
terminate only in the circumstances described above and under
"Termination of the Placing" below and will not be capable of
rescission or termination by it.
The Joint Bookrunners may (in
consultation with the Company), in their absolute discretion
(acting jointly) and upon such terms as each of them thinks fit,
waive fulfilment of all or any of the Conditions in the Placing
Agreement in whole or in part, or extend the time provided for
fulfilment of one or more Conditions, save that certain Conditions
(including the condition relating to Admission) may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix. The Joint Bookrunners may
each terminate the Placing Agreement in certain circumstances,
details of which are set out below.
None of the Joint Bookrunners nor
any of their respective Affiliates nor the Company 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 any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any Condition to the Placing
nor for any decision any of them may make as to the satisfaction of
any Condition, the number of Placing Shares to be placed or in
respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of each Joint Bookrunner.
The issue of the Placing Shares is
to be effected by way of a cash box placing. In accordance with the
Placing Agreement, a subscription and transfer agreement entered
into between the Company, Helium One Jersey Finance 2 Limited (a
Jersey incorporated subsidiary of the Company) ("JerseyCo"), Liberum and Zeus, the
Company will allot and issue the Placing Shares on a non
pre-emptive basis to Liberum and/or Zeus, as bare nominees for the
Placees (pending transfer of legal title to the Placees through
CREST), in consideration for the transfer to the Company by Liberum
and/or Zeus of certain shares which it holds in JerseyCo.
Accordingly, instead of receiving cash as consideration for the
issue of the Placing Shares, the Company will, conditional on
Admission and following the conclusion of the Placing, own all of
the issued share capital of JerseyCo, whose only assets will be (i)
cash, representing an amount approximately equal to proceeds of the
Placing and Subscriptions (net of commissions, fees and expenses
paid by JerseyCo on behalf of the Company to the Joint Bookrunners)
and (ii) an intercompany receivable due from the Company in respect
of the commissions, fees and expenses paid by JerseyCo on behalf of
the Company. By taking up or purchasing Placing Shares under the
Placing and submitting a valid payment in respect thereof, a Placee
instructs Liberum and/or Zeus (as applicable) to hold such payment
and: (i) to the extent of a successful application under the
Placing, to apply such payment on behalf of Liberum and/or Zeus for
Liberum and/or Zeus to subscribe for redeemable preference shares
in JerseyCo; and (ii) to the extent of an unsuccessful application
under the Placing, Liberum and/or Zeus to return the relevant
payment without interest to the applicant.
Termination of the Placing
Each Joint Bookrunner is entitled to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if at any time before
Admission a Joint Bookrunner becomes aware that:
1
Any material statement contained in this document and any other
documents to be issued by the Company in connection with the
Placing is incorrect or has become or been discovered to be untrue,
inaccurate or misleading or that there has been an omission
therefrom; or
2
in the opinion of either of the Joint Bookrunners
(acting in good faith), any of the warranties of the Company
contained in the Placing Agreement was, when given, untrue,
inaccurate or misleading or are not true and accurate or have
become misleading by reference to the facts subsisting at the time
in any material respect; or
3
in the opinion of either of the Joint Bookrunners (acting in good
faith), the Company has failed to comply with any of its material
obligations contained in the Placing Agreement; or
4
the appointment of the Joint Bookrunners as agent of the Company
pursuant to the Placing Agreement has been terminated for whatever
reason;
5
in the opinion of either of the Joint Bookrunners (acting in good
faith), there has occurred, in a Joint Bookrunner's opinion, a
Material Adverse Change;
6
there has been a change in national or international financial,
political, economic or stock market conditions (primary or
secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity
or crisis or epidemic; a suspension or material limitation in
trading of securities generally on any stock exchange; any change
in currency exchange rates or exchange controls or a disruption of
settlement systems or a material disruption in commercial banking
or securities settlement or clearance services, in each case as
would be likely in the opinion of the Joint Bookrunners (acting in
good faith) to materially prejudice the success of Admission, the
Bookbuild and the Placing (or any of them); or
7
there has occurred a suspension or cancellation by the London Stock
Exchange of trading in the Company's securities.
On the occurrence of any one or more
of the above-mentioned circumstances, the Joint Bookrunners may, in
their absolute discretion, by notice to the Company, terminate the
Placing Agreement with immediate effect.
If the Placing Agreement is
terminated in accordance with its terms, the rights and obligations
of each Placee in respect of the Placing as described in this
Announcement shall cease and terminate at such time and no claim
can be made by any Placee in respect thereof.
Any termination by one Joint
Bookrunner of its rights under the Placing Agreement shall be
without prejudice to the obligations and rights of the other Joint
Bookrunners and the Placing Agreement shall continue in full force
and effect. No consents or approvals in respect of the Placing
shall be required of any Joint Bookrunner who has terminated its
rights under the Placing Agreement.
By participating in the Bookbuild,
each Placee agrees with the Company and the Joint Bookrunners that
the exercise by the Company or the Joint Bookrunners of any right
of termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the
Company or the Joint Bookrunners or for agreement between the
Company and the Joint Bookrunners (as the case may be) and that
neither the Company nor the Joint Bookrunners need make any
reference to such Placee and that none of the Company, the Joint
Bookrunners, nor any of their respective Affiliates shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing,
each Placee agrees that its rights and obligations terminate only
in the circumstances described above and under the "Conditions of
the Placing" section above and will not be capable of rescission or
termination by it after oral or written confirmation by the Joint
Bookrunners following the close of the Bookbuild.
Representations, warranties and further terms of
Placing
By submitting a bid and/or
participating in the Bookbuild, each prospective Placee (and any
person acting on such Placee's behalf) represents, warrants,
acknowledges and agrees (for itself and for any such prospective
Placee) in favour of the Joint Bookrunners and the Company that
(save where the Joint Bookrunners expressly agree in writing to the
contrary):
1
it has read and understood this Announcement in its entirety and
that its acquisition of and subscription for 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 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 Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2
it acknowledges no offering document or prospectus
or admission document has been or will be prepared in connection
with the Placing or is required under the EU Prospectus Regulation
and/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 Placing or the Placing Shares;
3
it acknowledges that the Ordinary Shares are traded on AIM, and
that the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules for
Companies and the Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse (and
from 11pm on 31 December 2020 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018)
("MAR") or applicable law
(collectively, the "Exchange
Information"), 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;
4
it acknowledges that its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it
in any circumstances;
5
it has made its own assessment of the Placing Shares and has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of the Joint Bookrunners nor the Company nor any of their
respective Affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested any of the Joint Bookrunners, the Company, any of their
respective Affiliates, agents, directors, employees or officers or
any person acting on behalf of any of them to provide it with any
such information;
6
none of the Joint Bookrunners, the Company nor any person acting on
behalf of them nor any of their respective Affiliates, agents,
directors, officers or employees has or shall have any liability
for any Publicly Available Information, or any representation
relating to the Company, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by that person;
7
the only information on which it is entitled to rely and on which
it has relied in committing to subscribe for the Placing Shares is
contained in the Publicly Available Information, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares and it has made its own assessment of
the Company, the Placing Shares and the terms of the Placing based
on Publicly Available Information;
8
none of the Joint Bookrunners, nor the Company (nor any of their
respective Affiliates) have made any representation or warranty to
it, express or implied, with respect to the Company, the Placing,
the Bookbuild or the Placing Shares or the accuracy, completeness
or adequacy of the Publicly Available Information;
9
none of the Joint Bookrunners, (nor any of their respective
Affiliates) accepts any responsibility for any acts or omissions of
the Company or any of the Directors or any other person (other than
the relevant Joint Bookrunner) in connection with the
Placing;
10
it has conducted its own investigation of the Company, the Placing,
the Bookbuild and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the
Placing;
11
it has not relied on any investigation that the Joint Bookrunners
or any person acting on their behalf may have conducted with
respect to the Company, the Placing, the Bookbuild or the Placing
Shares;
12
the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that none of the Joint
Bookrunners nor any persons acting on their behalf is responsible
for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company
contained in this Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any
liability of any person for fraudulent
misrepresentation;
13
unless otherwise specifically agreed with the Joint Bookrunners,
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, subject to certain restrictions; 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, offering memorandum 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 or into those jurisdictions or in any
country or jurisdiction where any such action for that purpose is
required;
14
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 any Restricted Territory and, subject to
certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly or any other
Restricted Territory or in any country or jurisdiction where any
such action for that purpose is required;
15
it has the funds available to pay for the Placing Shares for which
it has agreed to subscribe and acknowledges and agrees that it will
pay the total subscription amount in accordance with the terms of
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other Placees
or sold at such price as the Joint Bookrunners
determine;
16
it and/or each person on whose behalf it is
participating:
is entitled to acquire Placing
Shares pursuant to the Placing under the laws and regulations of
all relevant jurisdictions;
has fully observed such laws and
regulations;
has capacity and authority and is
entitled to enter into and perform its obligations as an acquirer
of Placing Shares and will honour such obligations; and
has obtained all necessary consents
and authorities (including, without limitation, in the case of a
person acting on behalf of a Placee, all necessary consents and
authorities to agree to the terms set out or referred to in this
Appendix) under those laws or otherwise and has complied with all
necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment
company it is aware of and acknowledges it is required to comply
with all applicable laws and regulations with respect to its
subscription for Placing Shares;
17
it will not distribute, forward, transfer or otherwise transmit
this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the
United States (including electronic copies thereof) to any person,
and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
18
none of the Joint Bookrunners, their respective Affiliates and any
person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of any Joint Bookrunner and that no
Joint Bookrunner has any duties or responsibilities to it for
providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any Conditions or exercise any termination right in
accordance with the Placing Agreement;
19
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 Joint Bookrunners, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
20
it will make payment to the relevant Joint Bookrunner for the
Placing Shares allocated to it in accordance with the terms and
conditions of this Announcement on the due times and dates set out
in this Announcement, failing which the relevant Placing Shares may
be placed with others on such terms as the relevant Joint
Bookrunner determines in its absolute discretion without liability
to the Placee and it will remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
21
its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required,
to subscribe for, and that the Company may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
22
no action has been or will be taken by any of the Company, the
Joint Bookrunners or any person acting on behalf of the Company or
the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
23
the person who it specifies for registration as holder of the
Placing Shares will be:
the Placee; or
a nominee of the Placee, as the case
may be;
24
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 stamp duty or stamp duty reserve tax liability
under (or at a rate determined under) any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depository receipts and clearance
services) and that it is not participating in the Placing as
nominee or agent for any person or persons to whom the allocation,
allotment, issue or delivery of Placing Shares would give rise to
such a liability;
25
if in the United Kingdom, that it is a UK Qualified Investor 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;
26
if it is acting as a "financial intermediary", as that term is used
in Article 2(d) of the EU Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than EEA Qualified Investors or persons in the
United Kingdom other than UK Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
and the Company has been given to the proposed offer or
resale;
27
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 EU Prospectus
Regulation;
28
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 UK
Qualified Investors 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;
29
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 EU Prospectus Regulation;
30
that any offer of Placing Shares may only be directed at persons in
the United Kingdom who are UK 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 United
Kingdom prior to Admission except to UK Qualified Investors 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;
31
if in a member state of the EEA and except as disclosed in this
Announcement under "Details of the Placing", that it is (a) an EEA
Qualified Investor and (b) 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;
32
its acquisition of the Placing Shares has been or will be made in
an "offshore transaction" as defined in and pursuant to Regulation
S
33
it will not offer or sell, directly or indirectly, any of the
Placing Shares in the United States except in accordance with
Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act; ;
34
it has only communicated or caused to be communicated and it will
only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by any of the
Joint Bookrunners in their capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial
promotion by an authorised person;
35
it has complied and it will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the
Placing Shares (including all relevant provisions of the FSMA in
respect of anything done in, from or otherwise involving the United
Kingdom);
36
if it has received any confidential price sensitive information
about the Company in advance of the Placing, it has not:
dealt in the securities of the
Company;
encouraged or required another
person to deal in the securities of the Company; or
disclosed such information to any
person, prior to the information being made publicly
available;
37
each Joint Bookrunner and its Affiliates, acting as an investor for
its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, the Joint Bookrunners
and/or any of their respective Affiliates acting as an investor for
its or their own account(s). None of the Joint Bookrunners
nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any
legal or regulatory obligation to do so;
38
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, 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 the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (together,
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;
39
in order to ensure compliance with the Regulations, each Joint
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the
relevant Joint Bookrunner or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the relevant Joint
Bookrunner's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the relevant Joint Bookrunner's or the Company's registrars, as the
case may be, absolute discretion. If within a reasonable time
after a request for verification of identity the relevant Joint
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars have not received evidence satisfactory to
them, the relevant Joint Bookrunner and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
40
it acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing;
41
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It
further acknowledges that it is experienced in investing in
securities of this nature and is aware that it may be required to
bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It
has relied upon its own examination and due diligence of the
Company and its Affiliates taken as a whole, and the terms of the
Placing, including the merits and risks involved, and not upon any
view expressed or information provided by or on behalf of the Joint
Bookrunners;
42
it irrevocably appoints any duly authorised officer of each Joint
Bookrunner as its agent for the purpose 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 for which it agrees to subscribe for upon the terms
of this Announcement;
43
the Company, the Joint Bookrunners and others (including each of
their respective Affiliates, agents, directors, officers and
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to each Joint Bookrunner on its own behalf and on behalf
of the Company and are irrevocable;
44
it is acting as principal only in respect of the Placing or, if it
is acquiring the Placing Shares as a fiduciary or agent for one or
more investor accounts, it is duly authorised to do so and it has
full power and authority to make, and does make, the foregoing
representations, warranties, acknowledgements, agreements and
undertakings on behalf of each such accounts;
45
time is of the essence as regards its obligations under this
Appendix;
46
any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
47
acknowledges that its commitment to subscribe for Placing Shares on
the terms set out in this Announcement will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing;
48
the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
49
these terms and conditions in this Appendix and all documents into
which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing
Shares pursuant to the Bookbuild and/or the Placing will be
governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in
relation to any claim, dispute or matter arising out of such
contract except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
interest chargeable thereon) may be taken by the Company or the
Joint Bookrunners 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.
By participating in the Placing,
each Placee (and any person acting on such Placee's behalf) agrees
to indemnify and hold the Company, the Joint Bookrunners and each
of their respective Affiliates, agents, directors, officers and
employees harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this Appendix or
incurred by the Joint Bookrunners, the Company or each of their
respective Affiliates, agents, directors, officers or employees
arising from the performance of the Placee's obligations as set out
in this Announcement, and further agrees that the provisions of
this Appendix shall survive after the completion of the
Placing.
The agreement to allot and issue
Placing Shares to Placees (or the persons for whom Placees are
contracting as agent) free of stamp duty and stamp duty reserve tax
in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct
by the Company. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement related to any other dealings in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable. In that
event, the Placee agrees that it shall be responsible for such
stamp duty or stamp duty reserve tax and neither the Company nor
the Joint Bookrunners shall be responsible for such stamp duty or
stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and they should notify the Joint
Bookrunners accordingly. In addition, Placees should note
that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and the
Joint Bookrunners in the event that any of the Company and/or the
Joint Bookrunners have incurred any such liability to such taxes or
duties.
The Joint Bookrunners and the
Company will not be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of
such Placee agrees to acquire Placing Shares pursuant to the
Placing and agrees to indemnify the Company and the Joint
Bookrunners in respect of the same on the basis that the Placing
Shares will be allotted to a CREST stock account of a Joint
Bookrunner or transferred to a CREST stock account of a Joint
Bookrunner who will hold them as nominee on behalf of the Placee
until settlement in accordance with its standing settlement
instructions with it.
The representations, warranties,
acknowledgements, agreements, confirmations and undertakings
contained in this Appendix are given to each Joint Bookrunner for
itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on
behalf of the Placee acknowledges that the Joint Bookrunners do not
owe any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on
behalf of the Placee acknowledges and agrees that each Joint
Bookrunner may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect
of some or all of the Placing Shares or by nominating any connected
or associated person to do so.
When a Placee or any person acting
on behalf of the Placee is dealing with the Joint Bookrunners, any
money held in an account with the relevant Joint Bookrunner on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under the
FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules: as
a consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be held by it under a banking relationship and not as
trustee.
References to time in this
Announcement are to London time, unless otherwise
stated.
All times and dates in this
Announcement may be subject to amendment. Placees will be
notified of any changes.
No statement in this Announcement is
intended to be a profit forecast or estimate, and no statement in
this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company.
The price of shares and any income
expected from them may go down as well as up and investors may not
get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance,
and persons needing advice should consult an independent financial
adviser.
The Placing Shares to be issued
pursuant to the Placing will not be admitted to trading on any
stock exchange other than AIM.
Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
Announcement.
DEFINITIONS
In this Announcement, unless the
context otherwise requires:
"Admission" means the admission of the
Placing Shares to trading on the AIM market of the London Stock
Exchange;
"AIM" means AIM, a market operated by
the London Stock Exchange;
"AIM Rules" means the AIM Rules for
Companies and the AIM Rules for Nominated Advisers;
"AIM Rules for Companies" means the AIM
Rules for Companies as issued by the London Stock Exchange, from
time to time;
"AIM Rules for Nominated Advisers" means
the AIM Rules for Nominated Advisers as issued by the London Stock
Exchange, from time to time;
"Announcement" means this announcement
(including the Appendix);
"Appendix" means an appendix to this
Announcement;
"Application" means the application made
by Liberum, on behalf of the Company, to the London Stock Exchange
for Admission;
"Bookbuild" means the accelerated
bookbuild process in relation to the Placing, on the terms
described in the Placing Agreement and the other documents relating
to the Placing, which will establish the number of Placing Shares
to be issued and allotted pursuant to the Placing;
"Business Day" means any day, other than
a Saturday or Sunday, when clearing banks are open for business in
London, United Kingdom;
"Company" means Helium One Global Ltd, a
company incorporated in the British Virgin Islands with company
number 1888591 whose registered office is at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, BVI;
"CREST" means the relevant system (as
defined in the CREST Regulations) in respect of which Euroclear UK
& International Limited is the Operator (as defined in the
CREST Regulations) in accordance with which securities may be held
and transferred in uncertificated form;
"CREST Regulations" means the
Uncertificated Securities
Regulations 2001 (SI 2001/3755), as amended from
time to time;
"Directors" means the directors of the
Company for the time being;
"EEA" means the European Economic
Area;
"EEA Qualified Investor" means qualified
investors as defined in Article 2(e) of the EU Prospectus
Regulation;
"EU
Prospectus Regulation" means the Prospectus Regulation (EU)
2017/1129;
"Exchange Information" means the
business and financial information the Company is required to
publish in accordance with MAR and the AIM Rules;
"FCA" means the Financial Conduct
Authority of the United Kingdom;
"FSMA" means the Financial Services and
Markets Act 2000, as amended, including any regulations made
pursuant thereto;
"Group" means the Company and all its
subsidiary undertakings, and "Group Company" means any of
them;
"Joint Bookrunners"
means Liberum and Zeus and "Joint
Bookrunner" shall be construed accordingly;
"Liberum" means Liberum Capital Limited,
a company incorporated in England and Wales with registered number
05912554 whose registered office is at Ropemaker Place Level 12, 25
Ropemaker Street, London, EC2Y 9LY;
"London Stock Exchange" means London
Stock Exchange plc;
"Long Stop Date" means 28 June
2024;
"MAR" means Regulation (EU) No. 596/2014
of the European Parliament and of the Council of 16 April 2014 on
market abuse, and from 11.00 pm on 31 December 2020 as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018;
"Material Adverse Change" means any
material adverse change in, or any event or circumstance that might
reasonably result in such a material adverse change in, or having a
material adverse effect on, the business, management, operations,
assets, liabilities, solvency, credit rating, position or prospects
(financial trading or otherwise) or profit of the Company or the
Group (as the case may be) whether or not arising in the ordinary
course of business;
"Ordinary Shares" means the ordinary
shares of no par value in the capital of the Company;
"Placees" means any person procured by
either of the Joint Bookrunners (acting as agents for and on behalf
of the Company), on the terms, and subject to, the conditions of
the Placing Agreement, to subscribe for the Placing Shares pursuant
to the Placing;
"Placing" means the placing of the
Placing Shares by the Joint Bookrunners pursuant to the Placing
Agreement;
"Placing Agreement" has the meaning
given to it in the Appendix to this Announcement;
"Placing Price" means 0.50pence per
Placing Share;
"Placing Results Announcement" means the
announcement of the results of the Bookbuild via a Regulatory
Information Service;
"Placing Shares" means the new Ordinary
Shares proposed to be allotted and issued by the Company fully paid
up and admitted to, quoted or listed (as applicable) on the London
Stock Exchange pursuant to the Placing in accordance with the terms
of the Placing Agreement following the Bookbuild as set out in the
Placing Term Sheet;
"Placing Term Sheet" means the term
sheet in relation to the Placing as may be entered into by the
Company and the Joint Bookrunners following the
Bookbuild;
"Publicly Available Information" means
the information contained in this Announcement and any information
publicly announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this
Announcement;
"Regulation S" means Regulation S under
the US Securities Act;
"Regulatory Information Service" means a
Regulatory Information Service that is on the list of approved
Regulatory Information Services maintained by the FCA;
"Relevant Member State" means a member
state of the EEA;
"Restricted Territory" means Canada,
Australia, Japan or the Republic of South Africa;
"Subscription" means the conditional
subscription for approximately 4,750,000 for new Ordinary
Shares;
"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;
"Terms and Conditions" means the terms
and conditions of the Placing set out in the Appendix to this
Announcement;
"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;
"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;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland; and
"US Securities Act" means the US
Securities Act of 1933, as amended.
Unless otherwise indicated in this
Announcement, all references to "£", "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. All references to
"C$" or "Canadian Dollars" are to the lawful
currency of Canada. All references to "AUD $" or "Australian Dollars" are to the lawful
currency of Australia. All references to "R" or "rand" are to the lawful currency of
South Africa. All references to "€" or "euro" are to the lawful currency of
Austria, Belgium, Cyprus, Estonia, Finland, France, Germany,
Greece, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the
Netherlands, Portugal, Slovakia, Slovenia, and Spain;
"Zeus" means Zeus Capital Limited, a
company incorporated in England and Wales with registered number
04417845 whose registered office is at 82 King Street, Manchester,
M2 4WQ.