TIDMXXIC
RNS Number : 9462Q
XXI Century Investments Public Ltd
13 November 2012
XXI Century Investments Public Limited (the "Company")
Related Party Loan, Proposed issue of Warrants and
Notice of Annual General Meeting
1. Introduction
The Company is pleased to announce that it has entered into a
Loan Agreement with Pamigton Holdings Limited (a wholly-owned
subsidiary of DCH IMMO), Barwen Holding Limited (a wholly-owned
subsidiary of the Company) and Ovaro Holding Limited (a company
which currently holds 58.26 per cent. of the issued Ordinary Shares
of the Company and which is jointly owned by DCH IMMO and Bremille
Investments Limited) pursuant to which Pamigton has agreed to lend
US$38 million to Barwen and the Company has agreed conditional on
Shareholder approvals to issue Warrants to Ovaro to subscribe for
Ordinary Shares as part of the terms of the Loan.
The Loan carries an interest rate of 15 per cent p.a., can be
drawn down in tranches and is repayable on the fifth anniversary of
the first drawdown. Interest on drawn down amounts will accrue and
become payable 30 months after the first drawdown. The Loan will
allow the Company to commence the initial phase of development of
its key Vyrlytsia project.
Under Cypriot law, certain Shareholder approvals are required to
allow the Directors to issue the Warrants and accordingly
resolutions are being proposed at the Annual General Meeting to
allow the Warrants to be issued. The Company is required to issue
Warrants (once the Directors have been granted the necessary
authority from Shareholders) to Ovaro as and when the Loan is
drawndown. Whilst the Loan Agreement does allow for the Loan to be
drawndown before Shareholders have approved the resolutions in
relation to the issue of Warrants (provided that the Security
Documents (as defined and further described below) have been
signed), if the resolutions are not passed by 31 December 2012, the
Loan Agreement will terminate and any amount of the Loan already
drawndown (if any), together with any accrued interest, shall be
repaid to Pamigton.
Any drawdown of the Loan is conditional on the Security
Documents being signed. The signing of the Security Documents is
subject to i) consent from BNY Corporate Trustee Services Limited
("BNY") in accordance with a pledge agreement relating to shares in
Barwen (which was entered into in connection with the issue of
US$175 million Guaranteed Secured Notes in 2007 which were
converted into Ordinary Shares in 2011) or ii) the release by BNY
of the pledge over the Barwen shares. If the Company is not able to
obtain the required consent from BNY or the release by BNY of the
pledge over the Barwen shares, Barwen will not be able to drawdown
any part of the Loan. A further announcement will be made in due
course.
In view of the interests that Aleksander Yaroslavskyy, Oleg
Salmin, Maksym Naumenko, Oleg Puchev and Artem Aleksandrov have in
DCH IMMO and/or Ovaro (further details of which are set out below),
the Independent Directors have considered the terms of both the
Loan and the associated issue of Warrants.
Both the Loan and associated issue of Warrants are related party
transactions for the purposes of Rule 13 of the AIM Rules as
described in paragraph 5 below. The Independent Directors, having
consulted with Shore Capital, the Company's nominated adviser,
consider that the terms of both the Loan with Pamigton and the
associated issue of Warrants to Ovaro are fair and reasonable in so
far as Shareholders are concerned.
The Annual General Meeting ("AGM") has been convened for 11.00
a.m. (Cyprus time) on 6 December 2012 at which the resolutions to
allow the Directors to issue the Warrants will be proposed together
with certain resolutions that are required to be proposed at the
AGM. A circular (the "Circular") setting out further details of the
terms of both the Loan and the associated issue of Warrants, the
other business to be transacted at the AGM and a notice of the AGM
is expected to be sent to Shareholders and DI Holders later today
and will be available on the Company's website.
2. Background to and reasons for entering into the Loan Agreement
Whilst Ukraine's real estate sector is still vulnerable to
weaknesses in the global economy and, in particular, a worsening of
the sovereign debt crisis in the European Union, the Directors are
cautiously optimistic that the general long term outlook for the
Ukrainian real estate market and its participants is positive and
that property values should continue to gradually improve.
On 24 April 2012 the Company signed an investment agreement with
the international retail chain of supermarkets and hypermarkets
Auchan, relating to the development of the Vyrlytsia project in
Kyiv, where Auchan would be the anchor investor. As announced on 9
November 2012, the Company is also negotiating another investment
agreement relating to the Vyrlytsia project with an international
DIY operator that wants to strengthen its competitive position in
Ukraine via an aggressive expansion program. The Company intends to
develop three further sites in its portfolio: Myloslavska and
Lisova in Kyiv and one in Lviv with new international partners.
As announced in the interim results for the six months ended 30
June 2012, as at 30 June 2012 the Company had around US$7.7 million
of cash resources, which the Directors believe represents nearly
two years of operating cushion without leaving any funding for
development projects. The continued ability of the Company to
obtain finance to develop its projects is therefore key to the
Company's long term financial strength.
The Directors believe that as a result of the general conditions
within the equity markets, appetite to invest in companies with
early stage projects is also significantly limited, restricting the
options open to the Company at this stage in its project
development. The Directors have therefore explored debt financing
opportunities with several leading local and foreign banks
operating in Ukraine and providers of construction finance, and
have found that the availability of bank financing in Ukraine for
development and construction of projects is limited due to the
substantial write-offs and delinquencies that local banks
experienced following the impact of the global financial crisis on
Ukraine's economy.
In particular, the Company has discussed during the past few
months specific loan offers with leading players, finance houses,
banks and providers of construction finance in Ukraine with
interest rates ranging from 12 per cent. to 16 per cent. for US$
denominated loans under the specific condition that at least 40 per
cent. to 50 per cent. of the construction has already been
completed, being the level at which a project is classified as
potential collateral. Accordingly, the Company has not been able to
secure loan offers to finance the construction of the initial phase
(i.e. up to 40 per cent. to 50 per cent.) of the Vyrlytsia project
from third party lenders.
Given the lack of debt finance opportunities, the Company has
had discussions with DCH IMMO which has agreed (through its
subsidiary, Pamigton) to make a US$38 million loan available to
Barwen, a major shareholder of LLC "Mriya-Invest", the company
developing the Vyrlytsia project, that will allow it to proceed
with the development of this project.
3. The Loan
Pamigton has agreed to make a US$38 million loan available to
Barwen that will allow it to proceed with the development of the
Vyrlytsia project.
According to the terms of the Loan Agreement, subject to the
Security Documents (as defined and further described in the
paragraph below) being signed, the Loan can be drawndown in
tranches of at least EUR0.5 million at any time during the 30 month
period ending on 12 May 2015 and, unless repaid early, is repayable
in full no later than on the fifth anniversary of the date on which
the first tranche of the Loan is drawndown ("Initial Drawdown")
(the "Repayment Date"). Interest shall accrue on drawndown amounts
at a rate of 15 per cent. per annum. During the 30 month period
commencing on Initial Drawdown, interest shall accrue and this
accrued interest shall be paid on a monthly basis in 30 equal
monthly instalments commencing 30 months after Initial Drawdown and
ending on the Repayment Date. Interest that accrues in the period
commencing 30 months after Initial Drawdown shall be charged and
paid quarterly in arrears.
The Loan is to be secured by: Barwen pledging the corporate
rights it holds in LLC "Mriya-Invest" to Pamigton and LLC
"Mriya-Invest" pledging the property rights to the future
construction of the Vyrlytsia project to Pamigton (the "Security").
In addition, the Company has agreed to guarantee Barwen's
obligations under the Loan Agreement, including guaranteeing
repayment of the Loan and payment of interest, and Barwen has
agreed to procure that LLC "Mriya-Invest" and Investment Company
XXI Century (a wholly-owned subsidiary of the Company) agree to
guarantee Barwen's obligations under the Loan Agreement. Drawdown
of the Loan is conditional on the documents creating the Security
and the guarantees to be provided by LLC "Mriya-Invest" and
Investment Company XXI Century being entered into (the "Security
Documents"). The signing of the Security Documents is subject to
the consent of BNY Corporate Trustee Services Limited ("BNY") in
accordance with a pledge agreement relating to shares in Barwen
(the "Barwen Shares") (which was entered into in connection with
the issue of US$175 million 10 per cent. Guaranteed Secured Notes
in 2007 which were converted into Ordinary Shares in 2011) or the
release by BNY of the pledge over the Barwen Shares. If the Company
is not able to obtain the required consent from BNY or the release
by BNY of the pledge over the Barwen Shares, Barwen will not be
able to drawdown any part of the Loan. The Company has also agreed
to pledge the Barwen Shares to Pamigton once the existing pledge in
favour of BNY has been released. Drawdown of the Loan is not
conditional on the pledge agreement relating
to the pledge of the Barwen Shares to Pamigton being entered
into.
A term of the Loan Agreement is that the Company will be obliged
to issue Warrants to Ovaro in the event of Barwen drawing down all
or part of the Loan. Further details of the Warrants are set out in
paragraph 4 below.
4. The Warrants
In accordance with the Loan Agreement, the Company is required
to issue Warrants (once the Directors have been granted the
necessary authority from Shareholders) to Ovaro as and when the
Loan is drawndown. If the Loan is drawndown before the Company is
granted the necessary Shareholder authority to issue the Warrants,
the Directors of the Company will issue Warrants in respect of such
drawdowns as soon as they have the required authority. If the
authority for the Directors to issue the Warrants is not given by
Shareholders by 31 December 2012, the Loan Agreement will terminate
and any amount of the Loan already drawndown (if any), together
with any accrued interest shall be repaid to Pamigton.
As part of the discussions relating to the terms of the Loan,
DCH IMMO has requested that the Warrants are issued to Ovaro (as
opposed to DCH IMMO or Pamigton) to ensure that Ovaro, which
currently holds 58.26 per cent. of the issued Ordinary Shares
continues its role as a significant investor in the Company.
Under the terms of the Loan Agreement, subject to the necessary
authorities to issue the Warrants being granted to the Directors by
Shareholders, the Company shall issue Warrants in respect of any
amounts that are drawndown before the Shareholder approval is
obtained in an amount to be calculated by dividing the amount
drawndown by US$0.0615 (being GBP0.0388 the closing price of an
Ordinary Share on the day that the Loan Agreement was signed,
converted into US$ at an exchange rate of GBP1:US$1.5869) which
shall also be the exercise price for those Warrants (the "Initial
Exercise Price").
Upon the drawdown of each subsequent tranche of the Loan, the
Company shall issue further Warrants to subscribe for Ordinary
Shares in an amount to be calculated by dividing the amount to be
drawndown by the higher of (i) the 90 day VWAP share price at the
time that Barwen submits a draw down notice (converted into US$ at
the prevailing exchange rate); and (ii) the Initial Exercise Price,
which higher price shall also be the exercise price for that
tranche of Warrants.
If the Loan is drawn in full, Ovaro will be entitled (subject to
the necessary authorities to issue the Warrants being granted to
the Directors by Shareholders) to be issued a maximum of
617,886,178 Warrants to subscribe for in aggregate 617,886,178
Ordinary Shares representing approximately 111.9 per cent. of the
current issued share capital of the Company as at 12 November 2012
(being the latest practicable date prior to the publication of the
announcement).
However, in order to minimise the potential dilution to
Shareholders arising from the exercise of Warrants, the Warrants
cannot be exercised if following the exercise, 30 per cent. or more
of the Ordinary Shares in issue would have been issued as a result
of the exercise of Warrants. On issue, the Company shall stipulate
whether a Warrant is capable of being exercised or not depending on
the number of Warrants that have already been issued. Accordingly,
if there are no further changes to the number of Ordinary Shares in
issue, the Company can issue up to 236,573,427 Warrants that are
capable of being exercised, which equates to the nearest whole
number that is less than 30 per cent. of the aggregate of the
issued Ordinary Shares and number of Warrants that are capable of
being exercised.
If the number of Ordinary Shares in issue increases (other than
as a consequence of an exercise of Warrants) or decreases, the
Company shall redesignate the appropriate number of Warrants as
exercisable or not exercisable (as the case may be) so that
following the redesignation the number of Warrants that are capable
of being exercised (together with Ordinary Shares that have already
been exercised following the exercise of Warrants) shall be equal
to the nearest whole number that is less than 30 per cent. of the
aggregate of the issued Ordinary Shares and number of Warrants that
are capable of being exercised.
The exercisable Warrants may be exercised at any time during the
period commencing 12 November 2015 and ending 12 November 2017
provided that if it is expected that there will be any Warrants in
issue at the end of the period, the Warrants may, with the approval
of an ordinary resolution of Shareholders, be extended for a
further five years. The exercisable Warrants may be exercised
before 12 November 2015 if an offer (including by way of scheme of
arrangement) is made to all holders of Ordinary Shares to acquire
all or any part of the issued Ordinary Shares. The Warrants will be
issued and exercised in compliance with all applicable AIM Rules
including Rule 21 of the AIM Rules regarding close periods as well
as any other applicable laws and regulations.
Each exercisable Warrant will be freely transferable in
accordance with the Warrant Instrument provided that the transfer
does not violate any of the provisions of the Cypriot Prospectus
Laws and does not constitute an offer of securities to the public
within the meaning of the UK Prospectus Regulations. Warrants that
are not exercisable will not be transferable by any means to any
person.
Upon the occurrence of a reorganisation or reclassification of
the share capital of the Company, capitalisation issue or offer by
way of rights by the Company, or a sub-division, reduction or
consolidation of the capital of the Company, or a merger or
consolidation of the Company with or into another company or
demerger, or the modification of rights attaching to the Ordinary
Shares or a dividend in kind declared and/or made by the Company
(each an "Adjustment Event") after the date on which any Warrants
are issued, the number of Ordinary Shares which are the subject of
the Warrants and the exercise price payable on the exercise of
Warrants shall be adjusted either in such manner as the Company and
the Warrantholder(s) from time to time agree in writing is
appropriate or, failing agreement, in such manner as the Company's
auditors shall certify is appropriate, in accordance with the
Warrant Instrument.
The issue of Warrants is conditional upon the passing by
Shareholders of resolutions 1 to 3 (inclusive) to be proposed at
the Annual General Meeting. Resolutions 1 and 3 are to be proposed
as ordinary resolutions requiring approval of the majority of the
Shareholders entitled to vote and voting in person or by proxy at
the Annual General Meeting. Resolution 2 is to be proposed as a
resolution requiring approval of a two thirds majority of
Shareholders entitled to vote and voting in person or by proxy at
the Annual General Meeting or, if at least half of the issued share
capital is represented at the Annual General Meeting, a majority of
the Shareholders entitled to vote and voting in person or by proxy
at the Annual General Meeting as per Article 60(b)(5) of Cap 113
(as amended)).
If passed, resolutions 1 to 3 (inclusive) will:
-- increase the authorised share capital of the Company from
US$5,520,046.65 divided into 552,004,665 Ordinary Shares to
US$11,698,908.43 divided into 1,169,890,843 Ordinary Shares by the
creation of 617,886,178 additional Ordinary Shares (the "New
Shares") which will rank pari passu with the existing Ordinary
Shares (resolution 1);
-- disapply the pre-emption rights of existing Shareholders in
relation to the issue of the Warrants to Ovaro as well as to the
allotment of the New Shares to either Ovaro or to any other party
which may be entitled to the New Shares pursuant to the exercise of
Warrants in accordance with the terms of the Warrant Instrument and
the articles of association of the Company (resolution 2); and
-- authorise the Board to issue the Warrants to Ovaro as well as
to allot the New Shares to either Ovaro or to any other party which
may be entitled to the New Shares pursuant to the exercise of
Warrants in accordance with the terms of the Warrant Instrument and
the articles of association of the Company (resolution 3).
Ovaro is entitled to vote on resolutions 1 to 3 (inclusive) in
respect of its own beneficial holdings of Ordinary Shares totalling
321,611,458, representing, in aggregate 58.26 per cent. of the
issued Ordinary Shares and has informed the Independent Directors
that it intends to vote in favour of those resolutions.
Shareholder approval of resolutions 1 to 3 (inclusive) at the
Annual General Meeting is required to give the Directors authority
to issue the Warrants. If the authority for the Directors to issue
the Warrants is not given by the Shareholders by 31 December 2012
then the Loan Agreement will terminate and any amount of the Loan
already drawndown (if any), together with any accrued interest,
shall be repaid to Pamigton.
5. Related Party Transactions
As at 12 November 2012, being the latest practicable date prior
to the publication of the announcement, Ovaro holds 58.26 per cent.
of the issued Ordinary Shares. The two principal shareholders in
Ovaro (through their respective intermediate companies) are Oleg
Salmin (Chief Executive Officer of the Company) and Aleksander
Yaroslavskyy (Non-Executive Chairman of the Company). Aleksander
Yaroslavskyy holds his 50 per cent. interest in Ovaro through DCH
IMMO, the company that has agreed to provide the Loan through its
subsidiary Pamigton. Accordingly, the entry into the Loan with
Pamigton and the associated issue of Warrants to Ovaro are related
party transactions for the purposes of Rule 13 of the AIM
Rules.
Maksym Naumenko and Oleg Puchev were appointed in 2011 as
representatives of Ovaro on the Company's board of directors.
Further, Artem Aleksandrov is a director of Development
Construction Holding LLC (a member of DCH IMMO's group of
companies). Accordingly they (together with Aleksander Yaroslavskyy
and Oleg Salmin) are not considered to be independent directors for
the purposes of approving the terms of the Loan and associated
issue of Warrants.
The Independent Directors, having consulted with Shore Capital,
the Company's nominated adviser, consider that the terms of both
the Loan with Pamigton and the associated issue of Warrants to
Ovaro are fair and reasonable in so far as Shareholders are
concerned.
6. The Annual General Meeting
The notice convening the Annual General Meeting of the Company,
to be held at 11.00 a.m. (Cyprus time) on 6 December 2012 at 15
Agiou Pavlou Street, Ledra House, Agios Andreas, PC 1105, Nicosia,
Cyprus will be contained in the Circular.
In addition to resolutions 1 to 3 (inclusive) to give the
Directors authority to issue the Warrants (further details of which
are set out in paragraph 4 above), the following ordinary business
will also be transacted at the Annual General Meeting:
-- receiving the reports of the Directors and Auditors of the
Company and the audited financial statements of the Company for the
year ended 31 December 2011;
-- the re-election of Oleg Salmin, Oleg Puchev and Maksym
Naumenko as Directors of the Company, following their retirement
from office pursuant to regulation 85 of the articles of
association of the Company; and
-- the re-appointment of Baker Tilly Klitou & Partners
Limited as Auditors of the Company and to authorise the Directors
to determine their remuneration pursuant to a recommendation of the
Company's remuneration committee.
Each of resolutions 4 to 8 (inclusive) that will be set out in
the notice of Annual General Meeting will be proposed as ordinary
resolutions requiring approval of the majority of the Shareholders
entitled to vote and voting in person or by proxy at the Annual
General Meeting.
7. Action to be taken
The Circular setting out further details of the terms of both
the Loan and associated issue of Warrants, the other business to be
transacted at the AGM and the notice of AGM is expected to be sent
to Shareholders and DI H later today and will be available on the
Company's website. The Circular will also contain details of the
action to be taken to vote at the AGM.
8. Recommendation
The Independent Directors consider that both the terms of the
Loan with Pamigton and the associated issue of Warrants to Ovaro
are in the best interests of the Company and Shareholders as a
whole. Accordingly, the Independent Directors recommend that
Shareholders and DI Holders vote in favour of resolutions 1 to 3
(inclusive) at the Annual General Meeting as the Directors who
beneficially hold or control Ordinary Shares intend to do in
respect of their beneficial holdings of Ordinary Shares (or those
Ordinary Shares over which they have control but excluding the
Ordinary Shares held by Ovaro) which, in aggregate, amount to
8,383,484 Ordinary Shares (representing approximately 1.52 per
cent. of the issued share capital of the Company) as at 12 November
2012 (being the latest practicable date prior to the publication of
the announcement).
The Directors believe that the resolutions numbered 4 to 8
(inclusive) are fair and reasonable and in the best interests of
the Company and the Shareholders as a whole. Accordingly, the
Directors recommend that Shareholders and DI Holders vote in favour
of resolutions 4 to 8 (inclusive) at the Annual General Meeting as
the Directors who beneficially hold or control Ordinary Shares
intend to do in respect of their beneficial holdings of Ordinary
Shares (or those Ordinary Shares over which they have control but
excluding the Ordinary Shares held by Ovaro) which, in aggregate,
amount to 8,383,484 Ordinary Shares (representing approximately
1.52 per cent. of the issued share capital of the Company) as at 12
November 2012 (being the latest practicable date prior to the
publication of the announcement).
For further information, please contact:
XXI Century Investments Public Limited +380 44 2000 457
Oleg Salmin, Chief Executive Officer and Interim Chairman
Shore Capital and Corporate Limited +44 (0) 20 7408 4090
Anita Ghanekar / Toby Gibbs
Appendix I
DEFINITIONS
AIM AIM, a market operated by the
London Stock Exchange
AIM Rules the AIM rules for companies published
from time to time by London Stock
Exchange
Annual General Meeting the Annual General Meeting of
the Company to be held at 15
Agiou Pavlou Street, Ledra House,
Agios Andreas, PC 1105, Nicosia,
Cyprus at 11 a.m (Cyprus time)
on 6 December 2012, notice of
which will be contained in the
Circular
Auditors the auditors of the Company from
time to time
Barwen Barwen Holding Limited, a company
incorporated in Cyprus whose
registered office is at Poseidonos,
1, Ledra Business Centre, Egkomi,
2406, Nicosia, Cyprus
Board the Board of Directors of the
Company
Cap 113 Companies Law, Cap 113 of Cyprus
Company or XXIC XXI Century Investments Public
Limited
Cypriot Prospectus Laws the Cyprus Public Offer and Prospectus
Laws 2005 and 2012 Law 114 (I)/2005
(as amended)
Cyprus the Republic of Cyprus
DCH IMMO DCH IMMO Limited, a company beneficially
owned by Aleksander Yaroslavskyy
incorporated in Republic of Cyprus
whose registered office is at
15 Agiou Pavlou Street, LEDRA
HOUSE, Agios Andreas, P.C. 1105,
Nicosia, Cyprus
Depositary Interests or DIs depositary interests issued by
Computershare Investor Services
plc, each representing one Ordinary
Share
DI Holders holders of Depositary Interests
Directors the members of the board of directors
of the Company
Group the Company and its subsidiaries
and subsidiary undertakings from
time to time, and "member of
the Group" shall be construed
accordingly
Independent Directors Olena Volska, Yiannos Georgallides
and Emmanuel Blouin
Loan the loan of US$38 million to
be made available to Barwen by
Pamigton
Loan Agreement the conditional agreement dated
12 November 2012 between the
Company, Pamigton, Barwen and
Ovaro setting out the terms and
conditions of the Loan
London Stock Exchange London Stock Exchange plc
Ordinary Shares ordinary shares with nominal
value of US$0.01 each in the
capital of the Company
Ovaro Ovaro Holding Limited, a company
incorporated in Cyprus whose
registered office is at 15 Agiou
Pavlou Street, Ledra House, Agios
Andreas, PC 1105, Nicosia, Cyprus
Pamigton Pamigton Holdings Limited, a
company incorporated in the British
Virgin Islands whose registered
office is at the offices of Aleman,
Cordero, Galindo & Lee Trust
(BVI) Limited, P.O. Box 3175,
Road Town, Tortola, British Virgin
Islands
Prospectus Regulations the UK Prospectus Regulations
2005, implementing the EU Prospectus
Directive 2003/71/EC
Shareholders holders of Ordinary Shares
Shore Capital Shore Capital and Corporate Limited,
nominated adviser to the Company
UK Listing Authority the UK Financial Services Authority
acting in its capacity as the
competent authority for the purposes
of Part VI of the Financial Services
and Markets Act 2000
United States of America the United States of America,
its territories and possessions,
any state of the United States
of America and the District of
Colombia
Warrant Instrument the warrant instrument setting
out the terms and conditions
of the Warrants dated 12 November
2012.
Warrantholder holders of Warrants
Warrants warrants to subscribe for Ordinary
Shares in the capital of the
Company
Shore Capital, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting
exclusively for the Company as nominated adviser in connection with
the matters described in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
connection with the matters described in this announcement or the
contents of this announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on Shore Capital by the
Financial Services and Markets Act 2000, the London Stock Exchange
or the regulatory regime established thereunder, Shore Capital does
not accept any responsibility for, and makes no representation or
warranty, express or implied, as to, the contents of this
announcement including its accuracy, completeness or verification
or for or as to any other statement made, or purported to be made,
by the Company or any other person, in connection with the Company,
or any other matter described in this announcement, and nothing in
this announcement shall be relied upon as a promise or
representation in this respect, whether as to the past the present
or the future. Shore Capital 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 relation to this announcement or any such statement, except that
nothing herein shall be effective to limit or exclude any liability
which by law or regulation cannot be so limited or excluded.
No person has been authorised to give any information or make
any representations other than as contained in this announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by the Company or Shore
Capital. Without prejudice to the Company's obligations under the
AIM Rules, nothing in this announcement, its delivery or any
subscription made in connection with the matters described in this
announcement shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company or the
Group since the date of this announcement.
This announcement contains forward-looking statements which are
subject to assumptions, risk and uncertainties. Although the
Company believes that the expectations reflected in these
forward-looking statements are reasonable, there can be no
assurance that these expectations will prove to have been correct.
As these statements involve risks and uncertainties, actual results
may differ materially from those expressed or implied by those
forward-looking statements. The Company does not undertake any
obligation publicly to update or revise any forward-looking
statement as a result of new information, future events or other
information, unless such forward-looking statements are required to
be publicly updated by the AIM Rules or other applicable law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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