TIDMJAY
RNS Number : 8938Z
Bluejay Mining PLC
16 January 2024
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO . 596/2014 AS IT FORMS PART OF
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO .
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
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 APPICES DO 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 BLUEJAY MINING PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY . IN
PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED
IN THE APPICES INCLUDING APPIX III WHICH CONTAINS THE TERMS AND
CONDITIONS OF THE PLACING.
16 January 2024
Bluejay Mining plc
("Bluejay", the "Company" or the "Group")
Proposed Placing to raise approximately GBP1.1 million
The Company announces it is carrying out a placing (the
"Placing") to raise approximately GBP1.1 million, before expenses,
by way of the issue of approximately 280,000,000 new ordinary
shares in the capital of the Company (the "Placing Shares") to
certain existing shareholders and other investors at a price of 0.4
pence per share (the "Placing Price"). The Placing Price represents
a discount of approximately 14.9 per cent. to the Closing Price of
0.47 pence per Ordinary Share on 15 January 2024, being the latest
practicable date prior to the publication of this Announcement. The
Placing is to take place in two separate tranches, with the initial
150,145,715 Placing Shares (the "First Placing Shares") being
issued pursuant to the Company's existing shareholder authorities
and any further Placing Shares (the "Second Placing Shares"), only
being issued following the passing of the Resolutions at the
General Meeting.
Capitalised terms used but not otherwise defined in this
Announcement shall have the meanings ascribed to such terms in
Appendix II of this Announcement, unless the context requires
otherwise.
The following sets out the background to, and the reasons for,
the Placing and explains why the Directors consider the Placing to
be in the best interests of the Company and its Shareholders as a
whole.
Background
Bluejay, through its wholly owned subsidiary Disko Exploration
Ltd., signed a definitive joint venture agreement with KoBold
Metals in June 2022 to guide exploration for new deposits rich in
the critical materials required for the green energy transition and
electric vehicles (the Disko-Nuussuaq nickel-copper-cobalt-PGE
Project).
Disko Exploration Ltd holds two additional projects in Greenland
- the 692 sq km Kangerluarsuk zinc-lead- silver project, where
historical work has recovered grades of up to 45.4% zinc, 9.3% lead
and 596 g/t silver; and the 920 sq km Thunderstone project which
has the potential to host large-scale base metal and gold deposits.
Bluejay also owns 100% of the fully permitted Dundas Ilmenite
Project through its subsidiary Dundas Titanium A/S in northwest
Greenland for which it will seek strategic alternatives.
In Finland, Bluejay currently holds three large-scale
multi-metal projects through its wholly owned subsidiary FinnAust
Mining Finland Oy. The Company has identified multiple drill ready
targets at the Enonkoski nickel-copper-cobalt project in East
Finland. Bluejay's Hammaslahti copper-zinc-gold-silver project
hosts high-grade VMS mineralisation and extensions of historical
ore lodes have been proven. The drill ready Outokumpu
copper-nickel-cobalt-zinc-gold-silver project is located in a
prolific geological belt that hosts several high-grade former
mines. Bluejay also owns 29% of Metals One PLC (AIM: MET1) after
the divestment of its Black Shales Project.
In December 2023, the Company announced the appointment of a new
Managing Director, Eric Sondergaard and three new non-executive
directors, Rod McIllree, Harry Ansell and Tory Whittaker. This new
board are looking to implement a new strategy that will focus
solely around developing the Disko magmatic sulphide project in
Greenland. Accordingly, the Board will use the net proceeds from
the Placing to develop the Disko magmatic massive sulphide project
in Greenland and as otherwise stated below.
Use of Proceeds
The Company is seeking to raise approximately GBP1.1 million for
the following uses:
-- Field activities and travel
-- Legal and administrative costs
-- Project divestment activities
-- Regulatory and licensing costs and
-- for general corporate and working capital purposes.
Placing Details
-- Placing of new Ordinary Shares to raise approximately GBP1.1
million (before expenses).
-- Placing to be conducted via an accelerated bookbuild process launching today.
-- The First Placing Shares are being issued pursuant to the
Company's existing shareholder authorities, whereas the issue of
the Second Placing Shares is conditional (amongst other things)
upon the passing of the Resolutions at the General Meeting.
-- The Placing Shares, assuming full take-up of the Placing,
will represent approximately 19 per cent. of the Enlarged Share
Capital.
The Placing
The Placing is being conducted by WH Ireland as broker in
relation to the Placing ("WHI"). A placing agreement has been
entered into between the Company and WHI in connection with the
Placing (the "Placing Agreement").
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Bookbuild"), which will open with immediate effect
following the release of this Announcement, in accordance with the
terms and conditions set out in Appendix III to this
Announcement.
Rod McIllree, Troy Whitaker, Eric Sondergaard and Mike
Hutchinson, as directors of the Company, have indicated their
intention to participate in the Placing, by subscribing for Second
Placing Shares.
A further announcement confirming the closing of the Bookbuild
and the number of Placing Shares to be issued pursuant to the
Placing is expected to be made in due course.
The Placing is not being underwritten.
The allotment and issue of the First Placing Shares is
conditional, inter alia, upon:
-- First Admission becoming effective by no later than 8.00 a.m.
on 30 J anuary 2024 (or such other time and/or date, being no later
than 8.00 a.m. on 29 February 2024, as WHI and the Company may
agree);
-- the conditions in the Placing Agreement in respect of the
First Placing Shares being satisfied or (if applicable) waived;
and
-- the Placing Agreement not having been terminated in
accordance with its terms prior to First Admission .
Accordingly, if any of such conditions are not satisfied or, if
applicable, waived, neither tranches of the Placing will
proceed.
The allotment and issue of the Second Placing Shares is
conditional, inter alia, upon:
-- the passing, without amendment, of the Resolutions, at the General Meeting;
-- Second Admission becoming effective by no later than 8.00
a.m. on 6 February 2024 (or such other time and/or date, being no
later than 8.00 a.m. on 29 February 2024, as WHI and the Company
may agree);
-- the conditions in the Placing Agreement being satisfied or (if applicable) waived; and
-- the Placing Agreement not having been terminated in
accordance with its terms prior to Second Admission .
Accordingly, if any of such conditions are not satisfied or, if
applicable, waived, the placing of the Second Placing Shares will
not proceed. However, this will not affect the allotment and issue
of the First Placing Shares in the event that First Admission has
occurred.
The Placing Shares will be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares then
in issue, including the right to receive all future distributions,
declared, paid or made in respect of the Ordinary Shares from the
date of First Admission, in the case of the First Placing Shares,
and from the date of Second Admission, in the case of the Second
Placing Shares. Assuming full take up of the Placing, the Placing
Shares will represent approximately 19 per cent. of the Enlarged
Share Capital.
Subject to satisfaction of the relevant conditions, it is
expected that First Admission will become effective, and dealing in
the First Placing Shares will commence, at 8.00 a.m. (London time)
on or around 30 J anuary 2024 and that Second Admission will become
effective, and dealing in the Second Placing Shares will commence,
at 8.00 a.m. (London time) on or around 6 February 2024 .
WHI has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, including (but not limited to):
in the event that any of the warranties set out in the Placing
Agreement are not true and accurate when given or the Company fails
to comply with any of its obligations prior to either Admission.
WHI may also terminate the Placing Agreement if there has been a
material adverse change in national or international financial,
political, economic, monetary or stock market conditions (primary
or secondary) or an imposition of or compliance with any law or
governmental or regulatory order, rule, regulation, restriction or
direction which, in the opinion of WHI, makes it impractical or
inadvisable to proceed with the Placing or either Admission. If
this termination right is exercised, or if the conditionality in
the Placing Agreement is not satisfied, the Placing, or the
relevant tranche of it (as the case may be) will not proceed.
The timing of the closure of the Bookbuild, the number of
Placing Shares and the allocation of the Placing Shares between
Placees and as between the two tranches of the Placing is to be
determined at the discretion of the Company and WHI.
A further announcement will be made following the closure of the
Bookbuild, confirming the results of the Placing and a circular
convening the General Meeting to consider the Resolutions is
expected to be despatched shortly thereafter.
The expected timetable of principal events in connection with
the Placing is set out in Appendix I to this Announcement.
Additional Share Issue
As part of the resolutions to be proposed at the General
Meeting, the Directors of the Company will also be seeking
additional general shareholder authorities, part of which will be
used for the allotment and issue of 10,178,810 new Ordinary Shares
to previous directors of the Company, as part of their settlement
arrangements (the "Settlement Shares"). The Settlement Shares are
to be issued at a price of 0.71p per share.
For further information, please contact:
Bluejay Mining PLC enquiry@bluejaymining.com
Eric Sondergaard
PR & IR Adviser - BlytheRay Tel: +44 (0) 20 7138 3205
ltd
---------------------------
Tim Blythe / Megan Ray
---------------------------
Nominated Adviser - Tel: +44 (0) 20 3470 0470
SP Angel Corporate Finance
LLP
---------------------------
Ewan Leggat / Adam Cowl
---------------------------
Broker - WH Ireland +44 (0) 20 7220 1666
---------------------------
Harry Ansell / Katy
Mitchell / Andrew de
Andrade
---------------------------
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy, planned work at the
Company's projects and the expected results of such work, mineral
grades and mineral reserve and resource estimates . By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, nor WH Ireland Limited nor any of their
respective associates, directors, officers or advisers shall be
obliged to update such statements. Comparisons of results for
current and any prior periods are not intended to express any
future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical
data.
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised
and regulated in the United Kingdom by the FCA, is acting as
nominated adviser exclusively for the Company and no one else in
connection with the contents of this Announcement and will not
regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the contents of this
Announcement nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on SP Angel by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder, SP Angel accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the
future. SP Angel accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement. The
responsibilities of SP Angel as the Company's Nominated Adviser
under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any director or shareholder of the
Company or any other person, in respect of its decision to acquire
shares in the capital of the Company in reliance on any part of
this Announcement, or otherwise.
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting as broker exclusively for the Company
and no one else in connection with the Placing and the contents of
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as its client in relation to
the Placing nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on WH Ireland by FSMA or the regulatory
regime established thereunder, WH Ireland accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the
future. WH Ireland accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
The Placing Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Placing Shares have
not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan, New Zealand,
the Republic of South Africa or to, or for the account or benefit
of, any national, resident or citizen of the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa.
No public offering of securities is being made 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, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained from the South Africa Reserve Bank
or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; and the Placing Shares have not
been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom or to,
or for the account or benefit of any national, resident or citizen
of Australia, Japan, New Zealand or the Republic of South Africa or
to any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the
United States, the United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the EU
Prospectus Regulation, or the UK Prospectus Regulation, (as the
case may be) from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
The information in this Announcement, which includes certain
information drawn from public sources, does not purport to be
comprehensive and has not been independently verified. This
Announcement contains statements that are, or may be deemed
forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the control of the
Company (including but not limited to future market conditions,
legislative and regulatory changes, the actions of governmental
regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the
actual performance or achievements on the Company to be materially
different from such forward-looking statements.
The content of this Announcement has not been approved by an
authorised person within the meaning of the FSMA. Reliance on this
Announcement for the purpose of engaging in any investment activity
may expose an individual to a significant risk of losing all of the
property or other assets invested. The price of securities 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
securities. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent
financial adviser.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the EU Prospectus Regulation or the UK
Prospectus Regulation) to be published. This Announcement and the
terms and conditions set out herein are for information purposes
only and are directed only at persons who are: (a) persons in
Member States who are Qualified Investors; and (b) in the United
Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investment professionals" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated; (all
such persons together being referred to as relevant persons").
This Announcement and the terms and conditions set out herein
must not be acted on or relied on by persons who are not relevant
persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement and the terms and conditions
set out herein relates is available only to relevant persons and
will be engaged in only with relevant persons.
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 WHI or by any of its affiliates or agents
as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
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.
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.
APPIX I
Expected Timetable of Principal Events
Announcement of the Placing 16 January 2024
Announcement of the results of 16 January 2024
the Placing
Admission and commencement of dealing at 8.00 a.m. on or around
in the First Placing Shares 30 January 2024
CREST accounts credited in respect at 8.00 a.m. on or around
of the First Placing Shares in 30 January 2024
uncertificated form
Despatch of definitive share certificates within 14 days of First
in respect of the First Placing Admission
Shares to be issued in certificated
form
General Meeting on or around 5 February
2024
Admission and commencement of dealing at 8.00 a.m. on or around
in the Second Placing Shares 6 February 2024*
CREST accounts credited in respect at 8.00 a.m. on or around
of the Second Placing Shares in 6 February 2024*
uncertificated form
Despatch of definitive share certificates within 14 days of Second
in respect of the Second Placing Admission*
Shares to be issued in certificated
form
*conditional on the passing of the Resolutions at the General
Meeting and the Placing Agreement otherwise having become
unconditional and not having been terminated in accordance with its
terms.
Each of the times and dates set out in the above timetable and
mentioned in this Announcement are subject to change by the
Company, in which event details of the new times and dates will be
notified to Placees by WHI or by an announcement through a
Regulatory Information Service, as the case may be.
APPIX II
Definitions
The following definitions apply throughout this Announcement,
unless the context otherwise requires:
Act the Companies Act 2006 (as amended)
;
Admission the First Admission and/or the Second
Admission (as the context requires);
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AIM AIM, a market of that name operated
by the London Stock Exchange;
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AIM Rules the AIM Rules for Companies, as published
by the London Stock Exchange and amended
from time to time;
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Announcement this announcement (including the Appendices,
which form part of this announcement);
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Board or Directors the directors of the Company or any
duly authorised committee thereof;
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Bookbuild the accelerated bookbuild to be conducted
by WHI pursuant to the Placing Agreement
and this Announcement;
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certificated or in certificated a share or other security not held
form in uncertificated form (that is, not
in CREST);
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Closing Price the closing middle market price of
an Existing Ordinary Share as derived
from the AIM Appendix to the Daily
Official List of the London Stock
Exchange;
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Company or Bluejay Bluejay Mining plc, a company
incorporated
in England and Wales with company
number
05389216, whose registered office is
at 6 Heddon Street, London, W1B 4BT;
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CREST the computerised settlement system
(as defined in the CREST Regulations)
operated by Euroclear UK & International
Limited, which facilitates the holding
and transfer of title to shares in
uncertificated form;
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CREST Regulations the Uncertificated Securities Regulations
2001 (as amended) ;
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Enlarged Share Capital the issued share capital of the Company
as enlarged by the issue of the Placing
Shares;
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Existing Ordinary Shares the 1,195,885,079 Ordinary Shares in
issue at the date of this
Announcement;
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EU Prospectus Regulation Regulation (EU) 2017/1129 of the
European
Parliament and Council of 14 June
2017
and any relevant implementing
measures
in any Member State of the European
Economic Area;
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Financial Conduct Authority the Financial Conduct Authority in
or FCA its capacity as the competent authority
for the purposes of Part IV of FSMA;
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First Admission admission of the First Placing Shares
to trading on AIM becoming effective
in accordance with the AIM Rules;
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First Placing Shares the c. 150 million Ordinary Shares
to be issued pursuant to the Placing
following the conclusion of the Bookbuild;
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FSMA the Financial Services and Markets
Act 2000 (as amended);
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General Meeting the general meeting of the Company
to be convened and held on or around
5 February 2024 (or any adjournment
thereof);
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Group the Company and its subsidiaries;
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London Stock Exchange London Stock Exchange plc;
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Ordinary Shares ordinary shares of 0.01 pence each
in the capital of the Company;
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Placees subscribers for Placing Shares;
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Placing the conditional placing of the Placing
Shares pursuant to the Placing Agreement;
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Placing Agreement the conditional agreement dated 16
January 2024 between the Company and
WH Ireland in connection with the Placing;
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Placing Price 0.4p;
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Placing Shares the First Placing Shares and the Second
Placing Shares;
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Publicly Available Information any information announced through a
Regulatory Information Service by or
on behalf of the Company on or prior
to the date of this Announcement;
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Qualified Investors in member states of the European Economic
Area, "qualified investors" within
the meaning of article 2(e) of the
EU Prospectus Regulation, and in the
UK, "qualified investors" within the
meaning of article 2(e) of the UK Prospectus
Regulation;
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Regulatory Information one of the regulatory information services
Service authorised by the FCA to receive, process
and disseminate regulatory information;
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Resolutions the resolutions to be proposed at the
General Meeting to grant the Directors
the authority to issue the Second Placing
Shares;
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Second Admission admission of the Second Placing
Shares
to trading on AIM becoming effective
in accordance with the AIM Rules;
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Second Placing Shares the Ordinary Shares to be issued
pursuant
to the Placing following the General
Meeting assuming that all of the
Resolutions
are duly passed;
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Shareholders the holders of Ordinary Shares;
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uncertificated or in recorded on the register of members
uncertificated form of Bluejay as being held in
uncertificated
form in CREST and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST;
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UK or United Kingdom the United Kingdom of Great Britain
and Northern Ireland;
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UK Prospectus Regulation the EU Prospectus Regulation as it
forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018,
as amended;
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US$ dollars, the lawful currency of the
United States of America;
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WH Ireland or WHI W H Ireland Limited, a company
incorporated
in England and Wales with company
number
02002044 whose registered office is
situated at 24 Martin Lane, London
EC4R 0DR; and
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GBP, pounds, penny or sterling, the lawful currency of the
pence United Kingdom.
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APPIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY WHI, QUALIFIED INVESTORS; AND/OR (B) IN
THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS; AND
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (AS AMED) (THE "ORDER"); (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS APPIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A
FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN
SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR
INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT
IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS
APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"),
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN
THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS
WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED
ON A DISPOSAL OF THEIR SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or
offered in compliance with the securities laws of any state,
province or territory of the United States, Australia, Canada,
Japan, New Zealand, or South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be unlawful.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the
Market Abuse Regulation No. 596/2014 ("EU MAR") , which is part of
English law by virtue of the European Union (Withdrawal) Act 2018
(as amended) were taken in respect of the Placing, with the result
that certain persons became aware of inside information, as
permitted by UK MAR. That inside information is set out in this
announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of UK MAR. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of inside information relating to the
Company and its securities.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) 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 investors who meet the
criteria of professional clients and eligible counterparties, each
defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by the UK Product Governance
Rules (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of: (a) investors who meet
the criteria of professional clients and (b) 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 UK Target Market Assessment and the EU
Target Market Assessment, distributors should note that: the price
of the Ordinary Shares may decline and investors could lose all or
part of their investment; such securities offer no guaranteed
income and no capital protection; and an investment in such
securities 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.
Each of the UK Target Market Assessment and the EU Target Market
Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment and the EU Target Market Assessment, WHI will only
procure investors who meet the criteria of professional clients and
eligible counterparties each as defined under COBS or MiFID II, as
applicable.
For the avoidance of doubt, each of the UK Target Market
Assessment and the EU Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as
applicable; 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.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares and should be read in their entirety. Each
Placee hereby agrees with WHI and the Company to be bound by these
terms and conditions. A Placee shall, without limitation, become so
bound if WHI confirms to such Placee its allocation of First
Placing Shares and/or Second Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and otherwise
on the terms and conditions set out in this Announcement 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 this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
WHI and the Company have entered into a Placing Agreement, under
which WHI has, on the terms and subject to the conditions set out
therein, undertaken to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. The
Placing is not being underwritten by WHI or any other person.
The number of the Placing Shares will be determined following
completion of the Placing. The timing of the closing of the Placing
and the number and allocation of Placing Shares to Placees and as
between the tranches of the Placing, are at the discretion of WHI,
following consultation with the Company. Allocations will be
confirmed orally or by email by WHI following the close of the
Placing. A further announcement confirming these details will then
be made as soon as practicable following completion of the
Placing.
The Placing Shares will, when issued, be subject to the Articles
, will be credited as fully paid and rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions (if any) declared,
made or paid on or in respect of Ordinary Shares after the date of
issue of the First Placing Shares or (as the case may be) the
Second Placing Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for
admission to trading on AIM of the First Placing Shares. It is
expected that settlement of the First Placing Shares and First
Admission will become effective at 8.00 a.m. on 30 January 2024 and
that dealings in the First Placing Shares will commence at that
time.
Application will be made to the London Stock Exchange for
admission to trading on AIM of the Second Placing Shares. Subject
(amongst other things) to the passing of the Resolutions, it is
expected that settlement of the Second Placing Shares and Second
Admission will become effective at 8.00 a.m. on or around 6
February 2024 and that dealings in the Second Placing Shares will
commence at that time.
Placing
WHI will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential
Placees at the Placing Price. 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.
WHI and the Company shall be entitled to effect the Placing by
such alternative method to the Placing as they may, in their
discretion, determine.
The principal terms of the Placing are as follows:
1. WHI is arranging the Placing as agent for, and broker of, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
WHI.
3. The bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Placing Price, which will be
determined by WHI, in consultation with the Company, following
completion of the Placing. The results of the Placing, including
the number of Placing Shares, will be announced on a Regulatory
Information Service following completion of the Placing.
4. To bid in the Placing, prospective Placees should communicate
their bid by telephone to their usual contact at WHI. Each bid
should state the number of Placing Shares which the prospective
Placee wishes to subscribe. Bids may be scaled down by WHI on the
basis referred to in paragraph 8 below.
5. The timing of the closing of the Placing will be at the
discretion of WHI. The Company reserves the right to reduce or seek
to increase the amount to be raised pursuant to the Placing, in its
absolute discretion.
6. Allocations of the Placing Shares to Placees and as between
the tranches of the Placing will be determined by WHI, following
consultation with the Company. Each Placee's allocation will be
confirmed to Placees orally, or by email, by WHI following the
close of the Placing and a trade confirmation or contract note will
be dispatched as soon as possible thereafter. Oral or emailed
confirmation from WHI will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of WHI and the Company, under which it agrees to
acquire by subscription the number of First Placing Shares and/or
Second Placing Shares allocated to it at the Placing Price and
otherwise on the terms and subject to the conditions set out in
this Appendix and in accordance with the Articles. Except with
WHI's consent, such commitment will not be capable of variation or
revocation.
7. The Company will make a further announcement following the
close of the Placing detailing the results of the Placing and the
number of Placing Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, WHI may choose not to
accept bids and/or to accept bids, either in whole or in part, on
the basis of allocations determined at its discretion (after
consultation with the Company) and may scale down any bids for this
purpose on such basis as it may determine. WHI may also,
notwithstanding paragraphs 4 and 5 above, subject to the prior
consent of the Company, allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after that
time.
9. A bid in the Placing will be made on the terms and subject to
the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and, except with WHI's consent, will not be capable of variation or
revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by WHI or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations of WHI under the Placing will be subject to
fulfilment of the conditions referred to below "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate the Placing
Agreement".
13. By participating in the Placing, each Placee agrees 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.
14. To the fullest extent permissible by law and the applicable
rules of the FCA, neither WHI, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
In particular, neither WHI, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability (including to the extent permissible by
law, any fiduciary duties) in respect of WHI's conduct of the
Placing or of such alternative method of effecting the Placing as
WHI and the Company may determine.
15. The Placing is not subject to any minimum fundraising and no
element of the Placing is underwritten by WHI or any other
person.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
WHI's obligations under the Placing Agreement are conditional
on, inter alia:
1. the delivery by the Company to WHI of certain documents
required under the Placing Agreement;
2. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to First Admission and Second Admission,
respectively;
3. the issue and allotment of the First Placing Shares, conditional only upon First Admission;
4. First Admission becoming effective by no later than 8.00 a.m.
on 30 January 2024 or such other date and time as may be agreed
between the Company and WHI, not being later than 8.00 a.m. on 29
February 2024 (the "Long Stop Date");
5. in respect of the Second Placing Shares, the Resolutions
having been duly passed at the General Meeting;
6. the issue and allotment of the Second Placing Shares,
conditional only upon Second Admission;
7. Second Admission becoming effective by no later than 8.00
a.m. on 6 February 2024 or such other date and time as may be
agreed between the Company and WHI, not being later than 8.00 a.m.
on the Long Stop Date ;
8. the Placing Agreement not having been terminated by WHI in accordance with its terms.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by WHI by the respective time or date
where specified (or such later time or date as WHI may notify to
the Company, being not later than the Long Stop Date; (ii) any of
such conditions becomes incapable of being fulfilled; or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the First Placing Shares
and/or (as the case may be) the Second Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
WHI may, at its discretion and upon such terms as it thinks fit,
waive, or extend the period for (subject to the Long Stop Date),
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement, save that the conditions relating to either Admission
taking place may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
Neither WHI nor the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision they may make as to the satisfaction of any condition
or in respect of the Placing generally and, by participating in the
Placing, each Placee agrees that any such decision is within the
absolute discretion of WHI.
Right to terminate the Placing Agreement
WHI is entitled, at any time before Second Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
1. if any of the warranties given in the Placing Agreement are
not true and accurate or are misleading in any material respect
when given;
2. the Company has failed to comply with its material
obligations under the Placing Agreement in the period prior to
First Admission or Second Admission (as the case may be);
3. any significant change or new matter arises, or is likely to
arise, as a result of which any of the conditions set out in the
Placing Agreement will not be satisfied or (if possible to be
waived) waived by the requisite time and/or date;
4. there has been any material change in, or any development
likely to involve a prospective material change in, or affecting,
the condition (financial, operational, legal or otherwise),
earnings, business, management, properties, assets, rights, results
of operations or prospects of any Group Company; or
5. there has been, or is reasonably likely to occur, a material
adverse change in national or international monetary, political,
financial or economic conditions or currency exchange rates or
foreign exchange controls which in the opinion of WHI has a
material and adverse effect on the Placing or otherwise render the
Placing temporarily or permanently impracticable or inadvisable
.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by WHI of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of WHI and that WHI need not make any reference to
Placees in this regard and that neither WHI nor any of its
respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will they
be offered in such a way as to require the publication of a
prospectus in the United Kingdom or in any other jurisdiction. No
offering document, admission document or prospectus has been or
will be submitted to be approved by the FCA or the London Stock
Exchange in relation to the Placing or the Placing Shares, and
Placees' commitments will be made solely on the basis of the
information contained in the Announcement (including this Appendix)
and the Publicly Available Information. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has not relied on any other information (other
than the Publicly Available Information), representation, warranty,
or statement made by or on behalf of the Company or WHI or any
other person and neither WHI, the Company nor any other person will
be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by WHI,
the Company or their respective officers, directors, employees or
agents. 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. Neither
the Company nor WHI are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Placing, each Placee allocated Placing
Shares in the Placing will be sent a trade confirmation or contract
note in accordance with the standing arrangements in place with
WHI, stating the number of First Placing Shares and/or Second
Placing Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee (in pounds sterling) and a form of
confirmation in relation to settlement instructions.
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 WHI in accordance with the standing CREST settlement
instructions which they have in place with WHI.
Settlement of transactions in the Placing Shares (ISIN:
GB00BFD3VF20) following Admission will take place within CREST
provided that, subject to certain exceptions, WHI reserves the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will take place in accordance
with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from
Placees on the due date(s) in accordance with the arrangements set
out above at the rate of 4 percentage points above the prevailing
Bank of England base rate as determined by WHI.
Each Placee is deemed to agree that, if it does not comply with
these obligations, WHI may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for WHI's account and benefit (as agent for the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify WHI on demand for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on WHI
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which WHI lawfully
takes in pursuance of such sale. Legal and/or beneficial title in
and to any Placing Shares shall not pass to the relevant Placee
until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither WHI nor the Company will be
liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to WHI for itself and on behalf
of the Company:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by WHI of any right or discretion under the
Placing Agreement shall be within the absolute discretion of WHI,
and WHI need not have any reference to it and shall have no
liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees
that it has no rights against WHI or the Company, or any of their
respective officers, directors, employees agents or advisers, under
the Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, WHI and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Each Placee agrees that
neither the Company, nor WHI, nor any of their respective officers,
directors or employees will have any liability for any such other
information, representation or warranty, express or implied;
5. that in the case 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 and Article 5(1) of the UK Prospectus
Regulation, (i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in any Member
State of the European Economic Area which has implemented the EU
Prospectus Regulation or the UK, respectively, other than Qualified
Investors or in circumstances in which the prior consent of WHI has
been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any member state
of the EEA, or the UK respectively, other than Qualified Investors,
the offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation or the UK Prospectus Regulation as having
been made to such persons;
6. that neither it nor, as the case may be, its clients expect
WHI to have any duties or responsibilities to such persons similar
or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book, and that WHI
is not acting for it or its clients, and that WHI will not be
responsible for providing the protections afforded to customers of
WHI or for providing advice in respect of the transactions
described herein;
7. that 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 that it shall not be entitled to rely upon any material
regarding the Placing Shares or the Company (if any) that WHI or
the Company or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has provided, other than the information in this
Announcement and the Publicly Available Information; nor has it
requested any of WHI, the Company or any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
8. that it is: (i) located outside the United States and is not
a US Person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the
Placing Shares only in "offshore transactions" as defined in and
pursuant to Regulation S, and (ii) it is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are
defined in Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and accordingly
the Placing Shares may not be offered, sold, pledged, resold,
transferred, delivered or distributed into or within the United
States except in compliance with the registration requirements of
the Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom;
10. that 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 this Announcement and 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 this
Announcement and the Publicly Available Information only;
11. that neither WHI, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available
Information;
12. that, unless specifically agreed with WHI, it is not and was
not acting on a non-discretionary basis for the account or benefit
of a person located within the United States or any US Person at
the time the undertaking to subscribe for and/or purchase Placing
Shares was given and it is not acquiring Placing Shares with a view
to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of any Placing Shares into the United
States or to any US Person and it will not reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in
accordance with any applicable securities laws of any state or
jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada,
Japan, New Zealand, the Republic of South Africa or a corporation,
partnership or other entity organised under the laws of Australia,
Canada, Japan, New Zealand, the Republic of South Africa and that
it will not (unless an exemption under the relevant securities laws
is applicable) offer, sell, renounce, transfer or deliver, directly
or indirectly, any of the Placing Shares in Australia, Canada,
Japan, New Zealand or the Republic of South Africa or to or for the
benefit of any person resident in Australia, Canada, Japan, New
Zealand, the Republic of South Africa and each Placee acknowledges
that the relevant clearances or exemptions are not being obtained
from the Securities Commission of any province or territory of
Canada, that no prospectus has been or will be lodged with, filed
with or registered by the Australian Securities and Investments
Commission, the Canadian Securities Administrators, the Japanese
Ministry of Finance, the Securities Commission of New Zealand or
the South African Reserve Bank and that the Placing Shares are not
being offered for sale 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 the United States,
Australia, Canada, Japan, New Zealand, the Republic of South Africa
or any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful;
14. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
WHI or any of their respective directors, officers, employees or
agents acting in breach of any regulatory or legal requirements of
any territory in connection with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
18. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the Announcement of which it forms part; and (c), if applicable, to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by WHI;
19. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49(2)(A) to (D) (high net worth companies,
unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a
person to whom it is otherwise lawful for this Announcement to be
communicated and in the case of (a) and (b) undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
20. that, unless otherwise agreed by WHI, it is a Qualified Investor;
21. that, unless otherwise agreed by WHI, it is a "professional
client" or an "eligible counterparty" within the meaning of Chapter
3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
22. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
23. that any money held in an account with WHI (or its nominee)
on its behalf and/or any person acting on its behalf will not be
treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from WHI's (or its nominee's) money in accordance with
such client money rules and will be used by WHI in the course of
its own business and each Placee will rank only as a general
creditor of WHI;
24. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the requirements of Chapter 5 of
the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
26. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
27. that it appoints irrevocably any director of either of WHI
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
28. that the Announcement does not constitute a securities
recommendation or financial product advice and that neither WHI nor
the Company has considered its particular objectives, financial
situation and needs;
29. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and WHI and
their respective affiliates 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 in this Appendix and further agrees that the Company
and WHI will rely on the truth and accuracy of the confirmations,
warranties, acknowledgements and undertakings herein and, if any of
the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify WHI and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee,
pursuant to this Announcement (including this Appendix) are given
to WHI for itself and on behalf of the Company and will survive
completion of the Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or WHI to provide any legal, financial, tax or other advice
to it;
33. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that WHI shall
notify it of such amendments;
34. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, FSMA and UK MAR, (ii) in connection with
money laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(information on the Payer) Regulations 2017 (as amended) and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook
of the FCA and (iii) it is not a person: (a) with whom transactions
are prohibited under the Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury or the United States Department of
State; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(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 and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to WHI such evidence, if any, as to the identity or location or
legal status of any person which WHI may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by WHI on the basis that any failure by
it to do so may result in the number of Placing Shares that are to
be subscribed for by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as WHI may decide in its
absolute discretion;
35. that it will not make any offer to the public within the
meaning of the EU Prospectus Regulation or the UK Prospectus
Regulation of those Placing Shares to be subscribed for and/or
purchased by it;
36. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stock, broker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party;
37. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or WHI in any
jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to WHI;
39. that WHI owes no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
40. that WHI may, in its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
41. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares;
42. undertakes that it (and any person acting on its behalf)
will make payment in respect of the Placing Shares allocated to it
in accordance with this Appendix on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other acquirers or sold as WHI may in its sole discretion
determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the Placing Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty,
stamp duty reserve tax or other similar taxes (together with any
interest or penalties) which may arise upon the sale of such
Placee's Placing Shares;
43. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be
entitled, and required, to acquire, and that WHI and/or the Company
may call upon it to acquire a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned
maximum; and
44. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, WHI and their respective affiliates will rely upon
the truth and accuracy of each of the foregoing representations,
warranties, acknowledgements and undertakings which are given to
WHI for itself and on behalf of the Company and are
irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by
WHI.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for 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 relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or WHI will be responsible, and the
Placee to whom (or on behalf 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 UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and WHI in the event that any of the Company
and/or WHI have incurred any such liability to UK stamp duty or
stamp duty reserve tax. If this is the case, each Placee should
seek its own advice and notify WHI accordingly.
In addition, Placees should note that they will be liable for
any 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
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
All times and dates in this Announcement (including the
Appendices) may be subject to amendment. WHI shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
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 WHI or
by any of its respective affiliates or agents as to or in relation
to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
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
IOEFLFFRLAIRLIS
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