TIDMBMN
RNS Number : 1102V
Bushveld Minerals Limited
29 November 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
BUSHVELD MINERALS LIMITED IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014)
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. 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.
29 November 2023
Bushveld Minerals Limited
("Bushveld Minerals", the "Group" or the "Company")
Proposed Fundraising
Bushveld Minerals Limited (AIM: BMN), the AIM quoted, integrated
primary vanadium producer, is pleased to announce a proposed
fundraise of up to approximately US$20 million (c. GBP15.9 million)
(before expenses) by way of a non-pre-emptive placing to
institutional and other investors (the "Placing") and direct
subscriptions with the Company by Southern Point Resources Partners
Limited ("SPRL") and certain directors (the "Subscription"), each
at 3 pence per new Ordinary Share (the "Issue Price").
In relation to the Placing, H&P Advisory Ltd ("Hannam &
Partners") and SP Angel Corporate Finance LLP ("SP Angel") are
acting as joint bookrunners (the "Joint Bookrunners"). The Placing
is subject to the terms and conditions set out in the Appendix
(which forms part of this announcement). The Placing is being
conducted through an accelerated bookbuild (the "Bookbuild") which
will be launched immediately following this announcement and will
be made available to eligible institutional investors, in
accordance with the terms and conditions set out in the Appendix to
this announcement.
The Bookbuild is expected to close no later than 12.00 p.m.
(noon) on 30 November 2023, but the Joint Bookrunners and the
Company reserve the right to close the Bookbuild earlier or later,
without further notice. Details of the results of the Placing will
be announced as soon as practicable after the close of the
Bookbuild.
The Placing and Subscription are conditional, amongst other
things, upon Shareholder approval for the issue of sufficient new
Ordinary Shares as will be required to implement the Fundraising
(as defined below), which will be sought at the General Meeting, to
be convened on or around 21 December 2023. Shareholders are
encouraged to vote in favour of all resolutions.
In addition to the Placing and Subscription, the Company
proposes to launch on 01 December 2023 a retail offer via
PrimaryBid (the "Retail Offer") to raise up to a further GBP2.0
million (before expenses) (the Retail Offer, together with the
Placing and Subscription, the "Fundraising").
The Company will apply for admission of the new Ordinary Shares
to be issued pursuant to the Fundraising (the "Fundraising Shares")
to trading on AIM ("Admission"). Subject, inter alia, to the
Placing Agreement not having been terminated in accordance with its
terms, it is expected that Admission will occur on or around 22
December 2023 . The Fundraising Shares, when issued, will be
credited as fully paid and will rank pari passu in all respects
with the existing Ordinary Shares of Bushveld.
Highlights of the Fundraising
-- Intention to raise gross proceeds of up to approximately
US$20 million (c. GBP15.9 million) by way of the Placing and
Subscription of which at least US$12.5 million (c. GBP9.9 million)
has been committed by SPRL pursuant to an investment agreement of
today's date with the Company ("SPR Investment Agreement").
-- The cornerstone equity investment by SPRL forms part of a
broader cumulative investment by SPRL and its associates of between
US$69.5 - 77.5 million, which was announced on 11 September 2023.
SPRL also has the right, but not the obligation, to increase its
investment to up to US$20 million (c. GBP15.9 million) subject to
demand and the agreement of the Company.
-- Kevin Alcock, Craig Coltman, and Michael Kirkwood have
indicated their intention as directors to participate in the
Subscription.
-- The net proceeds of the Fundraising will be used to fund
capital expenditure at Vametco and Vanchem to increase production,
strengthen the balance sheet as well as facilitate the
restructuring of the Orion 2020 Financing Package.
-- The Group is on track to meet 2023 Group production guidance
of 3,700-3,900 mtV and production cash cost guidance of
US$26.60-26.90/kgV.
-- The Group had a closing cash balance of US$6.6 million as at 30 September 2023.
-- Subject to the closing of the Fundraising, the Group today
announces 2024 production guidance of 4,300 - 4,500 mtV, a 10-15%
increase relative to 2023 and production cash cost guidance of
US$26.0-27.0/kgV.
-- The Fundraising is conditional, inter alia, upon Shareholder
approval to be sought at the General Meeting of the Company on or
around 21 December 2023.
Use of proceeds
-- The planned use of the proceeds of the Fundraising in
combination with the Company's existing cash resources and funds to
be received pursuant to the sale of Vanchem and Mokopane will be
utilised as follows:
Uses US$m
Vametco
----------------------
Sustaining Capex 12.6
----------------------
Barren Dam 4.0
----------------------
TSF Buttress 1.9
----------------------
Shaft PM Abatement 0.8
----------------------
Vanchem
----------------------
Sustaining Capex 11.7
----------------------
Growth / Strategic 0.1
----------------------
Working capital and repayment
of debt 11.6
----------------------
Transaction fees 0.8
----------------------
TOTAL US$43.5m
----------------------
Any funds raised in the Retail Offer will be used for general
working capital and corporate purposes .
SPR Investment Agreement
Under the SPR Investment Agreement SPRL has agreed to subscribe
for a minimum amount of US$12.5 million worth of new Ordinary
Shares at the Issue Price, which amount can be increased by
agreement with the Company up to US$20 million (provided SPRL does
not hold more than 29.9% of the issued share capital of the
Company). The SPR Investment Agreement is conditional, inter alia,
on the other agreements relating to the proposed SPR financing
package with the Company (as announced on 11 September 2023) being
entered into (the "SPR Transaction Documents", which term shall
include the Vametco SPA (as defined below)), completion of the
acquisition of minority interests in Vametco (as announced on 30
October 2023) ("Vametco SPA"), shareholder approval and Admission.
For so long as SPRL owns or controls 15% of the voting rights of
the issued shares of the Company (and provided that it complies
with its obligations relating to the conditions precedent to
closing of each of the SPR Transaction Documents), it has the right
to appoint a director to the board of directors of the Company,
subject to approval by the Company's nominated adviser. In
addition, SPRL has agreed a lock up over its new Ordinary Shares
for 12 months from Admission, subject to customary carve outs, and
a separate relationship deed to enable the Company and its
subsidiaries to carry on business independently of SPRL and its
associates for so long as SPRL and its associates hold 15% or more
of the voting rights of the Company's issued shares, including an
obligation not to make an offer for the Company without the
recommendation of the board, unless an offer is made by a third
party.
The Appendix sets out further information relating to the
Bookbuild and the terms and conditions of the Placing. By choosing
to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed
to have read and understood this announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions contained herein and to be providing
the representations, warranties and acknowledgments contained in
the Appendix to this announcement.
A circular, which will provide further details of the
Fundraising and include a notice convening the General Meeting (the
"Circular") is expected to be published on or around 01 December
2023 and will be capable of being downloaded on the Company's
investor relations website: https://www.bushveldminerals.com/ once
published.
EXPECTED TIMETABLE OF EVENTS
2023
Announcement of the results of the Bookbuild 12.00 p.m. (noon)
on 30 November
---------------------------------------
Opening of PrimaryBid Offer 7.00 a.m.
on 1 December
---------------------------------------
Close of PrimaryBid Offer 1:00 p.m. on 8 December
---------------------------------------
Record Date 6:00 p.m. on 19 December
---------------------------------------
Latest time and date for receipt of forms 10:00 a.m. on 19 December
of proxy for the General Meeting
---------------------------------------
Latest time and date for receipt of CREST 10:00 a.m. on 19 December
proxy instructions from CREST shareholders
---------------------------------------
General Meeting 10:00 a.m. on 21 December
---------------------------------------
Admission of Fundraising Shares to trading 8:00 a.m. on 22 December
---------------------------------------
CREST accounts to be credited for Fundraising 8:00 a.m. on 22 December
Shares in uncertificated form
---------------------------------------
Expected despatch of definitive share within 10 working
certificates for Fundraising Shares in days of Admission
certificated form
---------------------------------------
Notes:
1. The Company reserves the right to alter the dates and times
referred to above. If any of the dates and times referred to above
are altered by the Company, the revised dates and times will be
announced through a Regulatory Information Service without
delay.
2. All references to time in this expected timetable of events
are to London time, unless otherwise stated.
The GBP:USD exchange rate used in the announcement is 1.26.
Appointment of Joint Broker
The Company is also pleased to announce the appointment of
Hannam and Partners as Joint Broker to the Company, replacing RBC
Capital Markets, to work alongside, SP Angel, the Company's
Nominated Adviser and Joint Broker, with immediate effect.
Enquiries : info@Bushveldminerals.com
Bushveld Minerals Limited +27 (0) 11 268 6555
Craig Coltman, Chief Executive
Officer
Chika Edeh, Head of Investor
Relations
Nominated Adviser,
SP Angel Corporate Finance Joint Broker & Joint +44 (0) 20 3470
LLP Bookrunner 0470
Richard Morrison / Charlie
Bouverat
Grant Baker / Richard Parlons
Joint Broker & Joint +44 (0) 20 7907
Hannam & Partners Bookrunner 8500
Andrew Chubb
Matt Hasson
Jay Ashfield
+44 (0) 207 920
Tavistock Financial PR 3150
Gareth Tredway / Tara Vivian-Neal
/ Adam Baynes
ABOUT BUSHVELD MINERALS LIMITED
Bushveld Minerals is a low-cost, vertically integrated primary
vanadium producer, it is one of only three operating primary
vanadium producers. In 2022, the Company produced 3,842 mtV,
representing more than 3% of the global vanadium market. With a
diversified vanadium product portfolio serving the needs of the
steel, energy and chemical sectors.
Detailed information on the Company and progress to date can be
accessed on the website www.Bushveldminerals.com
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 and the detailed
Terms and Conditions described in the Appendix. By choosing to
participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed
to have read and understood this announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions of the Placing contained here, and to
be providing the representations, warranties and acknowledgements
contained in the Terms and Conditions.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE OR FORM ANY
PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY,
THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
This Announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, South Africa, Japan or
any other jurisdiction in which such release, publication or
distribution would be unlawful.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"US Securities Act"), and may not be offered or sold in the United
States, except pursuant to an applicable exemption from the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities
laws of Australia, Canada, South Africa, Japan, or any state,
province or territory thereof or any other jurisdiction outside the
United Kingdom, except pursuant to an applicable exemption from the
registration requirements and in compliance with any applicable
securities laws of any state, province or other jurisdiction of
Australia, Canada, South Africa or Japan (as the case may be).
No public offering of the Placing Shares is being made in the
United States, Australia, Canada, South Africa or Japan or
elsewhere.
No action has been taken by the Company, H&P or SP Angel or
any of their respective affiliates, or any of its or their
respective directors, officers, partners, employees, advisers
and/or agents (collectively, "Representatives") that would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) if in a member state of the 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, or (c) persons to whom it may
otherwise lawfully be communicated (all such persons referred to in
(a), (b) and (c) together being referred to as "Relevant
Persons").
No other person should act on or rely on this Announcement and
persons distributing this Announcement must satisfy themselves that
it is lawful to do so. By accepting the terms of this Announcement,
you represent and agree that you are a Relevant Person. This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with either the EU Prospectus Regulation or
the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward -- looking statements. These
forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "could", "intend", "estimate", "expect",
"may", "plan", "project" or words or terms of similar meaning or
the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are
a number of factors including, but not limited to, commercial,
operational, economic and financial factors, that could cause
actual results, financial condition, performance or achievements to
differ materially from those expressed or implied by these forward
-- looking statements. Many of these risks and uncertainties relate
to factors that are beyond the Company's ability to control or
estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of
other market participants, the actions of governments or
governmental regulators, or other risk factors, such as changes in
the political, social and regulatory framework in which the Company
operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company, SP Angel
and/or H&P expressly disclaims any obligation or undertaking to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
H&P Advisory Limited, which is authorised and regulated by
the FCA in the United Kingdom, is acting exclusively for the
Company and for no one else in connection with the Placing and will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing and will not
be responsible to anyone other than the Company in connection with
the Placing or for providing the protections afforded to their
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.
SP Angel Corporate Finance LLP, which is authorised and
regulated by the Financial Conduct Authority ("FCA") in the United
Kingdom, is acting as nominated advisor and broker for the purposes
of the AIM Rules for Nominated Advisers and the AIM Rules for
Companies exclusively for the Company and no one else in connection
with the Placing and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to
the Placing and will not be responsible to anyone other than the
Company in connection with the Placing or for providing the
protections afforded to their clients or for giving advice in
relation to the Placing or any other matter referred to in this
Announcement. The responsibilities of SP Angel, as nominated
adviser, are owed solely to London Stock Exchange plc and are not
owed to the Company or to any director or any other person and
accordingly no duty of care is accepted in relation to them. No
representation or warranty, express or implied, is made by SP Angel
as to, and no liability whatsoever is accepted by SP Angel in
respect of, any of the contents of this Announcement (without
limiting the statutory rights of any person to whom this
Announcement is issued).
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of H&P and/or SP Angel (apart from the responsibilities
or liabilities that may be imposed by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) and/or by any of their respective
affiliates and/or any of their respective Representatives as to, or
in relation to, the accuracy, adequacy, fairness or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or their
respective advisers or any other statement made or purported to be
made by or on behalf of H&P and/or SP Angel and/or any of their
respective affiliates and/or by any of their respective
Representatives in connection with the Company, the Placing Shares
or the Placing and any responsibility and liability whether arising
in tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by H&P
and/or SP Angel and/or any of their respective affiliates and/or
any of their respective Representatives as to the accuracy,
fairness, verification, completeness or sufficiency of the
information or opinions contained in this Announcement or any other
written or oral information made available to or publicly available
to any interested party or their respective advisers, and any
liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax
advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of (a) retail investors,
(b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in UK Product Governance
Requirements; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance
Requirements (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, each Joint
Bookrunner is only procuring investors in the United Kingdom which
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to, the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "EU
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the EU Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"EU Target Market Assessment"). Notwithstanding the EU Target
Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. In all circumstances the
Joint Bookrunners will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
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 APPIX) 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
"PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS
WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING
PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF PROSPECTUS
REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") OR (II) PERSONS WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER, OR (C) PERSONS TO WHOM THEY MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) 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.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED OR SOLD, IN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES
ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (A) OUTSIDE
OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US
SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS
AND/OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) 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, 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 H&P Advisory
Limited ("H&P") or SP Angel Corporate Finance LLP ("SP Angel");
and together with H&P, the "Joint Bookrunners") or any of their
respective 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)
("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 nor 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 South Africa in
relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of a
Restricted Territory. Any representation to the contrary is
unlawful. Accordingly, the Placing Shares may not be offered, sold,
resold or delivered, directly or indirectly, in or into a
Restricted Territory and may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into a Restricted
Territory 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:
(a) it is an EEA Qualified Investor; and
(b) 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:
(i) 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
(ii) 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:
(a) it is a UK Qualified Investor; and
(b) 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:
(i) 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
(ii) 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;
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/or
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 for the Placing Shares at a price of
3 (three) pence per Placing Share (the "Issue Price"). 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 articles
of incorporation of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued ordinary
shares of 1p each in the capital of the Company ("Ordinary
Shares"), 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.
Application for admission to listing and trading
The Company shall procure that SP Angel, its 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 22 December 2023 (or such later date as may be agreed
between the Company and the Joint Bookrunners being not later than
8.00 a.m. on 31 January 2024).
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. H&P and SP Angel 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 Issue
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 12.00 p.m.
(noon) on 30 November 2023 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 (upon agreement of 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 and the Company, shall, acting in good
faith, 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 Issue 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 articles of incorporation.
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, subject to the prior
consent of the Company, allocate Placing Shares after the:
(a) time of any initial allocation to any person submitting a bid after that time; and
(b) 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 Issue 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 such Placing Shares to each Placee following each Placee's
payment to the relevant Joint Bookrunner of such amount.
12. The Placing Shares are being offered and sold by the Company
outside the United States in offshore transactions as defined in,
and pursuant to, Regulation S under the US Securities Act and/or
pursuant to an exemption from the registration requirements of the
US 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 outside the United States and subscribing
for the Placing Shares in an "offshore transaction" as defined in,
and pursuant to, Regulation S under the US Securities Actor
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:
(a) the Joint Bookrunners;
(b) any of their respective Affiliates, agents, directors,
officers, consultants or employees; nor
(c) 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
Issue 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:
GG00B4TM3943) placed by the Joint Bookrunners following Admission
will take place within CREST, subject to certain exceptions. Unless
otherwise notified by any Joint Bookrunner, settlement of the
Placing Shares through CREST is expected to occur on 22 December
2023 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 Issue 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 becoming effective by no later than 8.00 a.m. on 22
December 2023 (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 31 January 2024);
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;
4. the Subscription Agreements (i) not having been terminated or
amended; and (ii) having become unconditional in all respects save
for any conditions relation to the Placing Agreement or
Admission;
5. the Vanchem Investment Agreement not having been terminated or amended;
6. the Omnibus Agreement (i) not having been terminated or
amended; and (ii) having become unconditional in all respects, save
for any conditions relating to the Placing Agreement and South
African Reserve Bank approval; and
7. the passing at the General Meeting of the resolutions to
authorise the issue of the Fundraising Shares, without
amendment,
(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 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, agents, directors, officers or employees 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.
Termination of the Placing
The Joint Bookrunners are 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. the Company has failed in any material respect to comply with
any of its obligations under the Placing Agreement;
2. the Company has committed a breach of the rules and
regulations of the FCA and/or London Stock Exchange and/or the AIM
Rules, FSMA, MAR or any other applicable law;
3. any statement contained in this Announcement or other
documents produced by the Company in connection with the Placing
was untrue, incorrect or misleading in any respect which either of
the Joint Bookrunners (acting in good faith) considers to be
material;
4. any of the warranties given by the Company in the Placing
Agreement was not at the date of the Placing Agreement true and
accurate in any respect which either of the Joint Bookrunners
(acting in good faith) considers to be material;
5. a matter has arisen which is reasonably likely to give rise
to a claim under any of the indemnities given by the Company in the
Placing Agreement;
6. there has been, or will be a breach of any of the
Subscription Agreements, the Vanchem Investment Agreement or the
Omnibus Agreement, including any of the warranties in those
agreements, or any of the Subscription Agreements, the Vanchem
Investment Agreement or the Omnibus Agreement are otherwise
terminated, rescinded or frustrated;
7. a general moratorium on commercial banking activities in
London is declared by the relevant authorities or there is a
material disruption in commercial banking or securities settlement
or clearance services in the United Kingdom; or
8. there is an outbreak or escalation of hostilities or acts of
terrorism involving the United Kingdom or the declaration by the
United Kingdom of a national emergency or war; or
9. there is any other occurrence of any kind which (by itself or
together with any other such occurrence) in either of the Joint
Bookrunner's reasonable opinion is likely to materially and
adversely affect the market's position or prospects of the Group
taken as a whole.
On the occurrence of any one or more of the above-mentioned
circumstances, the Joint Bookrunners may, in their absolute
discretion, by notice in writing 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, agents, directors, officers or employees
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 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 on 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, agents, directors, officers and
employees) 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, agents, directors, officers and employees) 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:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) 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
(d) 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. it understands that there may be certain consequences under
United States tax laws and other tax laws resulting from an
investment in the Placing and it has made such investigation and
has consulted its own independent advisers or otherwise has
satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign
tax laws generally;
19. 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;
20. 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;
21. 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;
22. 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;
23. 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;
24. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be;
25. 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;
26. 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;
27. 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;
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 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;
29. 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;
30. 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;
31. 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;
32. 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;
33. it and the person(s), if any, for whose account or benefit
it is acquiring Placing Shares are purchasing the Placing Shares in
an "offshore transaction" as defined in, and in accordance with,
Regulation S;
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:
(a) dealt in the securities of the Company;
(b) encouraged or required another person to deal in the securities of the Company; or
(c) 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 cer 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 Fundraising Shares to
trading on the AIM market of the London Stock Exchange;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D
under the US Securities Act or Rule 405 under the US Securities
Act, as applicable and, in the case of the Company, includes its
subsidiary undertakings;
"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 the appendix to this Announcement;
"Application" means the application made by SP Angel, 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 Bushveld Minerals Limited, a company
incorporated in Guernsey with registered number 54506 and listed on
AIM, whose registered office is at Oak House, Hirzel Street, St
Peter Port, Guernsey, GY1 3RH;
"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;
"Fundraising" means the Placing, the Subscription and the
PrimaryBid Offer;
"Fundraising Shares" means the Placing Shares, the Subscription
Shares and the PrimaryBid Offer Shares;
"General Meeting" means the general meeting of the Company which
will be convened to take place on or around 21 December 2023;
"Group" means the Company and all its subsidiary undertakings,
and "Group Company" means any of them;
"H&P" means H&P Advisory Limited, a company incorporated
in England and Wales with registered number 11120795 whose
registered office is at 3rd Floor, 7-10 Chandos Street, London,
England, W1G 9DQ;
"Issue Price" means the price of 3 (three) pence per Placing
Share;
"Joint Bookrunners" means SP Angel and H&P and "Joint
Bookrunner" shall be construed accordingly;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 31 January 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 11pm on 31 December 2020 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018;
"Omnibus Agreement" means the omnibus liabilities agreement
between, amongst others, the Company and OMF Fund II H Limited, OMF
Fund III (F) Ltd and OMF Fund III (Ti) LLC with regard to the
restructuring of debt obligations owed by the Company dated 26
November 2023 ;
"Ordinary Shares" means the ordinary shares of 1p each in the
capital of the Company;
"Orion" means Orion Mine Finance;
"Orion 2020 Financing Package" means the US$65 million financing
package provided by Orion to the Company in 2020, which included
the US$35 million Orion Existing Convertible Loan Notes, as well as
the US$30 million production financing agreement, completion of
which was announced by the Company on 30 November 2020;
" Orion Debt Refinancing " means the restructure of the Orion
2020 Financing Package as described in the announcement made by the
Company on 5 May 2023;
"Orion Existing Convertible Loan Notes" means the convertible
loan notes in issue to Orion pursuant to the Orion Debt
Refinancing;
"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;
"Placing Results Announcement" means the announcement of the
results of the Bookbuild to be made 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;
"PrimaryBid Offer" means the proposed offer of the PrimaryBid
Offer Shares at the Issue Price via the platform operated by
PrimaryBid Ltd;
"PrimaryBid Offer Shares" means such number of new Ordinary
Shares (if any) as are to be issued by the Company pursuant to the
PrimaryBid Offer;
"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 the United States, Canada,
Australia, Japan or the Republic of South Africa;
"Shareholders" means holder of the Ordinary Shares and
"Shareholder" shall mean any one of them;
"SP Angel" means SP Angel Corporate Finance LLP, a limited
liability partnership incorporated in England and Wales with
registered number OC317049 whose registered office is at Prince
Frederick House, 35-39 Maddox Street, London, England, W1S 2PP;
"SPR" means Southern Point Resources Partners Limited or;
"Subscribers" means SPRL, Michael Kirkwood, Kevin Alcock, and
Craig Coltman;
"Subscription" means the conditional subscription for the
Subscription Shares at the Issue Price pursuant to the Subscription
Agreements;
"Subscription Agreements" means the conditional agreements
entered into on or about the date of this Announcement between the
Company and each of the Subscribers in connection with the
Subscription;
"Subscription Shares" means the Ordinary Shares conditionally
subscribed for pursuant to the Subscription;
"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;
"United States" or "US" means the United States of America;
"US Securities Act" means the US Securities Act of 1933, as
amended;
"Vanchem Investment Agreement" means the conditional agreement
dated 20 November 2023 between SPR GP1 Proprietary Limited,
Bushveld Vanchem Proprietary Limited, Bushveld Vanadium 2
Proprietary Limited and Bushveld Minerals SA Propriety Limited.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "U.S $", "$" or "dollars" are to the lawful currency
of the United States of America. 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 "EUR" 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEUKOVROOUAUAA
(END) Dow Jones Newswires
November 29, 2023 10:35 ET (15:35 GMT)
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