UNITED STATES
ECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
_____________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2023
Commission File Number: 001-40816
_____________________
Argo Blockchain plc
(Translation of registrant’s name into English)
_____________________
Eastcastle House
27/28 Eastcastle Street
London W1W 8DH
England
(Address of principal executive office)
_____________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F
☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
|
Exhibit
No.
1
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Description
Proposed
Placing Retail Offer New Ordinary Shares dated 18 July
2023
|
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
18 July 2023
ARGO BLOCKCHAIN PLC
("Argo" or "the Company")
Proposed Placing of and Retail Offer for New Ordinary
Shares
Argo Blockchain PLC, a global leader in cryptocurrency mining (LSE:
ARB; NASDAQ: ARBK), announces its intention to conduct a non
pre-emptive placing of a minimum of 47,750,000 new ordinary shares
(the "Placing
Shares") of £0.001 each in
the capital of the Company (the "Placing").
The issue price for the Placing Shares is 10 pence per Placing
Share (the "Placing
Price"), representing a
discount of approximately 14 per cent. to the 30 trading day VWAP
of the Company's existing ordinary shares for the period ended on
18 July 2023, and a discount of 25.92 per cent. to the closing
mid-price of the Company's ordinary shares on 18 July
2023.
In addition to the Placing, the Company intends to make an offer on
the PrimaryBid platform of new ordinary shares in the capital of
the Company (the "Retail
Shares") at the Placing Price
(the "Retail
Offer"), to provide retail
investors with an opportunity to participate in the equity
fundraise. A separate announcement will be made shortly regarding
the Retail Offer and its terms.
The Retail Offer is conditional on the Placing, but the Placing is
not conditional on the Retail Offer.
The Placing will be conducted through an accelerated bookbuilding
process (the "Bookbuilding
Process") which will be
launched immediately following this announcement and will be made
available to new and existing eligible institutional investors. The
Placing is subject to the terms and conditions set out in Appendix
1 to this announcement (which forms part of this announcement, such
announcement and its Appendices together being this
"Announcement"). The Retail Shares will be subscribed for on
the basis set out in the separate announcement regarding the Retail
Offer released by the Company today, rather than pursuant to the
terms and conditions of the Placing contained in Appendix 1 to this
Announcement.
Rationale for the Placing and Use of proceeds
The proceeds of the proposed Placing and Retail Offer (together,
the "Capital
Raise") will be used to reduce
the Company's outstanding indebtedness and to pursue strategic
growth projects.
The Company currently has approximately £59.1 million of debt
outstanding, including approximately £25.0 million owed to
Galaxy Digital under an asset-backed loan and approximately
£31.4 million of senior unsecured notes. The Company is
confident that using a portion of the proceeds to reduce its
indebtedness will be accretive to shareholders by reducing interest
expense and strengthening the balance sheet.
The Company is evaluating a number of opportunities with power
generators to help capture the full economic value of their
stranded or underutilized energy. A portion of the proceeds from
the Capital Raise will be used to pursue growth projects of this
nature, which the Company believes will create long term
shareholder value.
Details of the Placing
Tennyson Securities (a trading name of Shard Capital Partners LLP)
is acting as the Company's agent (the "Agent") in connection with the
Placing.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement.
The Agent will commence the Bookbuilding Process immediately
following the release of this Announcement in respect of the
Placing. The price at which the Placing Shares are to be placed
will be the Placing Price. The book will open with immediate effect
following this Announcement. The timing of the closing of the book,
pricing and allocations are at the absolute discretion of the
Company and the Agent. Details of the Placing Price and the number
of Placing Shares and Retail Shares to be issued will be announced
as soon as practicable after the close of the Bookbuilding Process.
The Retail Shares will be issued at the same price as the Placing
Price.
The Placing Shares and the Retail Shares, when issued, will be
fully paid and will rank pari passu in all respects with each other
and with the existing ordinary shares of the Company, including,
without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of
issue.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares and the
Retail Shares to the standard listing segment of the Official List;
and (ii) to London Stock Exchange plc for admission of the Placing
Shares and the Retail Shares to trading on its main market for
listed securities (together, "Admission").
Settlement for the Placing Shares and the Retail Shares and
Admission is expected to take place on or before 8.00 a.m. on 24
July 2023. The Placing and the Retail Offer are conditional upon,
among other things, Admission becoming effective. The Placing is
also conditional upon the placing agreement between the Company and
the Agent (the "Placing
Agreement") not being
terminated in accordance with its terms.
This Announcement should be read in its entirety. Appendix 1 to
this Announcement sets out further information relating to the
terms and conditions of the Placing. Investors who have chosen to
participate in the Placing, by making an oral or written offer to
acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including Appendix 1) and to be
making such offer on the terms and subject to the conditions
herein, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings contained in Appendix
1.
This Announcement contains inside information for the purposes of
the Market Abuse Regulation (Regulation (EU) No 596/2014), as it
forms part of retained EU law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 ("UK MAR"). Market soundings, as defined in UK MAR, were
taken in respect of the Placing, with the result that certain
persons became aware of inside information relating to the Company
and its securities, as permitted by UK MAR. That inside information
is set out in this Announcement. 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.
For further information please contact:
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Argo Blockchain
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|
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Investor Relations
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ir@argoblockchain.com
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Tennyson Securities
|
|
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Joint
Corporate Broker
Peter Krens
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+44 207 186 9030
|
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Tancredi Intelligent Communication
UK
& Europe Media Relations
|
|
|
Salamander Davoudi
Emma Valgimigli
Fabio Galloni-Roversi Monaco
Nasser Al-Sayed
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argoblock@tancredigroup.com
|
About Argo:
Argo Blockchain plc is a dual-listed (LSE: ARB; NASDAQ: ARBK)
blockchain technology company focused on large-scale cryptocurrency
mining. With mining facilities in Quebec, mining operations in
Texas, and offices in the US, Canada, and the UK, Argo's global,
sustainable operations are predominantly powered by renewable
energy. In 2021, Argo became the first climate positive
cryptocurrency mining company, and a signatory to the Crypto
Climate Accord. For more information,
visit www.argoblockchain.com.
APPENDIX 1 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING APPENDIX 1) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS
(AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND
ARE: (A) IF IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE
"EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"EU PROSPECTUS
REGULATION")
("QUALIFIED
INVESTORS"); OR (B) IF IN THE
UNITED KINGDOM, 'QUALIFIED INVESTORS' WITHIN THE MEANING OF
ARTICLE 2(E) OF THE UK VERSION OF REGULATION (EU) 2017/1129 AS IT
FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO ARE
(I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
"ORDER"), OR (II) PERSONS WHO ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES
OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE
ORDER; OR (c) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL
TO COMMUNICATE IT TO (EACH SUCH PERSONS REFERRED TO ABOVE AS
"RELEVANT
PERSONS"). NO OTHER PERSON
SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY ACCEPTING THE TERMS OF
THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE EITHER A
QUALIFIED INVESTOR OR A RELEVANT PERSON. THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT QUALIFIED INVESTORS IN THE EEA AND
RELEVANT PERSONS IN THE UNITED KINGDOM. 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 RELATE IS AVAILABLE
ONLY IN MEMBER STATES OF THE EEA TO QUALIFIED INVESTORS AND IN
THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA AND
RELEVANT PERSONS IN THE UNITED KINGDOM.
THIS ANNOUNCEMENT (INCLUDING APPENDIX 1) DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY. EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS
OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED
ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES (AS DEFINED
BELOW).
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA,
SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND
THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH
AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended
("FSMA") does not apply.
The Placing Shares have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the
"Securities
Act"), or under the securities
laws of any state or other jurisdiction of the United States.
Accordingly, the Placing Shares may not be offered, sold or
transferred, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in accordance with any applicable securities laws of any state or
other jurisdiction of the United States. The Placing Shares
are being offered and sold by the Company (A) outside the United
States in offshore transactions as defined in, and pursuant to,
Regulation S under the Securities Act ("Regulation S") and (B) in the United States only to persons
reasonably believed to be "qualified institutional buyers" in
transactions not involving a "public offering" within the meaning
of section 4(a)(2) of the Securities Act pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act. There will be no public
offering of the Placing Shares in the United States, the United
Kingdom, Australia, Canada, South Africa, Japan or
elsewhere.
The Placing has not been approved and will not be approved or
disapproved by the United States Securities and Exchange
Commission, any state securities commission or any other regulatory
authority in the United States, nor have any of the authorities in
Australia, Canada, South Africa, Japan or any other jurisdiction in
which a registration statement or prospectus would be required to
be filed in connection with the Placing Shares passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this Announcement. Any representation to the contrary is
unlawful.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of new ordinary shares (the
"Placing
Shares") by making an oral or
written offer to acquire Placing Shares, including any individuals,
funds or others on whose behalf a commitment to acquire Placing
Shares is given ("Placees"), will be deemed to: (i) have read and
understood this Announcement (including Appendix 1) in its
entirety; and (ii) to be making (and shall only be permitted to
participate in the Placing on the basis that they have made) such
offer on the terms and conditions, and to be providing the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements, contained in this Appendix 1. In
particular, each such Placee represents, warrants, acknowledges and
agrees that:
1.
If it is in the United Kingdom it is a Relevant Person and if it is
in the member state of the EEA it is a Qualified Investor, and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
2.
it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
3.
it understands (or if acting for the account of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Announcement (including
this Appendix 1).
4. if
it is a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation and the UK Prospectus
Regulation, that it understands that any Placing Shares subscribed
for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to,
persons in
circumstances which may give rise
to an offer of securities to the public other than an offer or
resale in a member state of the EEA to Qualified Investors or
in the United Kingdom to Relevant Persons, or in circumstances in
which the prior consent of the Agent has been given to each such
proposed offer or resale;
5. it
understands that 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 or sold, directly or
indirectly, within the United States 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;
6. it
and the person(s), if any, for whose account or benefit it is
acquiring the Placing Shares are either (a)(i) outside the United
States and will be outside the United States at the time the
Placing Shares are acquired by it and (ii) acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S; or (b) a
"qualified institutional buyer"
as defined in Rule 144A under the Securities Act (a
"QIB")
acting for its own account or for the account of one or more QIBs,
each of which is acquiring beneficial interests in the Placing
Shares for its own account (if acquiring the Placing Shares for the
account of one or more other persons, it has full power and
authority to
make the representations,
warranties, agreements and acknowledgements herein on behalf of
each such person) who has executed and delivered to the Company and
the Agent a US investor letter substantially in the form provided
to it. and
7. the Company and Tennyson
Securities, a trading name of Shard Capital Partners LLP (the
"Agent") will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
agreements. None of the Company, the Agent or any of their
respective affiliates or any of their respective Representatives
(as defined below)
makes any representation to any Placee
regarding an investment in the Placing
Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING
Details of the Placing Agreement and of the Placing
Shares
The Agent and the Company have today entered into a placing
agreement (the "Placing
Agreement")
under which, subject to the terms and conditions set out therein,
the Agent has agreed, as agent for and on behalf of the Company, to
use its reasonable endeavours to procure Placees for new ordinary
shares of £0.001 each in the capital of the Company (the
"Placing
Shares") at
an issue price for the Placing
Shares of 10 pence per Placing Share (the "Placing
Price"), with
the number of Placing Shares to be determined following completion
of the bookbuilding process in respect of the Placing.
The Placing Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing ordinary
shares of £0.001 each in the capital of the Company (the
"Ordinary
Shares"), including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after Admission (as defined below).
Application for listing and admission to trading
Application will be made for the Placing Shares to be admitted to
the standard listing segment of the Official List of the Financial
Conduct Authority (the "FCA") (the "Official
List") and to be admitted to
trading on the main market for listed securities of London Stock
Exchange plc (the "London Stock
Exchange").
It is expected that settlement and admission of the Placing Shares
will take place on or before 8.00 a.m. on 24 July 2023
(" Admission")
and that dealings in the Placing Shares on the main market of the
London Stock Exchange will commence at the same time (or such later
time and/or date as the Agent may agree with the Company).
The Placing is conditional
upon, among other things, the Placing Agreement not being
terminated in accordance with its terms.
Bookbuild
Following this Announcement, the Agent will today commence an
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuild"). This Appendix 1 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. Members of the public are not entitled to
participate.
The Agent and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their
absolute discretion, determine.
Participation in, and principal terms of, the Placing
1.
The Agent is
acting as agent for the Company in connection with the
Placing.
2.
Participation
in the Placing will only be available to persons who may lawfully
be, and are, invited to participate by the
Agent.
3.
The Bookbuild will be conducted on the basis of a
single price per Placing Share payable to the Agent, as agent for
and on behalf of the Company, by all Placees whose bids are
successful (such price being the Placing Price). The final number
of Placing Shares to be issued at the Placing Price will be
determined by the Company (in consultation with the Agent)
following completion of the Bookbuild and any discount to the
market price of the Ordinary Shares will be determined in
accordance with the Listing Rules of the FCA. The final number of
Placing Shares to be issued at the Placing Price will be announced
on a Regulatory Information Service ("RIS") following the completion of the
Bookbuild.
4.
To bid in the Bookbuild, prospective Placees
should communicate their bid by telephone or in writing to their
usual sales contact at the Agent. Each bid should state the number
of Placing Shares which the prospective Placee wishes to acquire at
the Placing Price. Bids may be scaled down by the Agent on the
basis referred to in
paragraph 8 below.
5.
A
bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix 1 and will be legally binding on the
Placee on behalf of which it is made and, except with the Agent's
consent, will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to the Agent, as
agent for and on behalf of the Company, to pay it in cleared funds
immediately on the settlement date, in accordance with the
registration and settlement requirements set out below, an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to subscribe for and the Company has
agreed to allot.
6.
The
Bookbuild is expected to close no later than 8.00 a.m. (London
time) on 19 July 2023 but may be closed earlier or later at the
discretion of the Agent and the Company. The Agent may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
7.
Each
prospective Placee's allocation will be agreed between the Agent
and the Company and will be confirmed orally or in writing (which
can include email) by the Agent (as agent for and on behalf of the
Company) following close of the Bookbuild and a trade confirmation
will be despatched thereafter. This oral confirmation to such
Placee will constitute an irrevocable legally binding commitment
upon that person (who will at that point become a Placee) in favour
of the Agent and the Company to acquire the number of Placing
Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix 1 and in accordance with the
Company's articles of association and each Placee will be deemed to
have read and understood this Announcement (including Appendix
1) in its entirety. The terms of this Appendix 1 will be deemed
incorporated by reference in the trade confirmation. All
obligations under the Bookbuild and the Placing will be subject to
fulfilment or, where applicable, waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement". By participating in the
Placing, each Placee will agree that its rights and obligations in
respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by
the Agent.
8.
The
Agent may choose to accept bids, either in whole or in part, on the
basis of allocations determined in agreement with the Company and
may scale down any bids for this purpose on such basis as they may
determine. The Agent may also, notwithstanding paragraphs 3 and 4
above, and subject to the prior consent of the Company, (i)
allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time; and (ii) allocate
Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The Company reserves the right
(upon consultation with the Agent) to reduce or seek to increase
the amount to be raised pursuant to the Placing, in its absolute
discretion.
9.
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".
10.
Except
as required by law or regulation, no press release or other
announcement will be made by the Agent 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.
To the fullest extent permissible by law, none of
the Agent, the Company or any of their respective affiliates or any
of their respective directors, officers, partners, employees,
advisers or agents (collectively, "Representatives")
shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Agent, the Company or any of their
respective affiliates or any of their respective Representatives
shall have any liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the conduct
of the Placing or of such alternative method of effecting the
Placing as the Agent and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Agent under the Placing Agreement in respect
of the placing of the Placing Shares are conditional
upon, inter alia:
a)
a
minimum of 47,500,000 Placing Shares being subscribed for by
investors pursuant to the Placing;
b)
Admission
occurring by no later than 8.00 a.m. on 24 July 2023 (or such
later time or date the Agent may agree with the Company, being
not later than 4 August 2023);
c)
the Company's warranties contained in the Placing
Agreement (the "Warranties") being true and accurate and not misleading on
and as at the date of the Placing Agreement and at all times up to
Admission;
d)
the
Company complying with its obligations and undertakings under the
Placing Agreement so far as the same fall to be performed or
satisfied on or prior to Admission;
e)
there
not having occurred, since the date of the Placing Agreement and at
any time prior to Admission, any material adverse change;
and
f)
no
matter having arisen which might reasonably give be expected
to give rise to an indemnity claim under the Placing
Agreement.
The Agent has discretion to waive compliance with certain of the
conditions and/or agree an extension in time for their
satisfaction.
If: (a) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by the Agent) or have
become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later time and/or
date as the Company and the Agent may agree); or (b) 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 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. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
By participating in the Placing each Placee agrees
that neither the Agent nor any of its affiliates nor any of
its Representatives 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 the 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 the
Agent.
Right to terminate under the Placing Agreement
The Agent, for itself in its capacity as agent, is
entitled, in its absolute discretion acting in good faith and after
consultation (to the extent reasonably practicable) with the
Company, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company if, amongst other things,
(a) any of the conditions to the placing of the Placing Shares have
not been satisfied or (where permitted) waived, (b) any of the
Warranties are not or cease to be true and accurate or have become
misleading in any material respect; (c) there has been a
breach by the Company of any of its obligations or undertakings
contained in the Placing Agreement; or (d) since the date of the
Placing Agreement, there has been a material adverse
change.
Upon such notice being given, such parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement, subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise by
the Agent of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of
the Agent and that the Agent does not need to make any reference
to, consult with, or seek consent from, Placees and that none of
the Company or the Agent or any of their respective affiliates or
any of their respective Representatives shall have any liability to
Placees whatsoever in connection with any exercise or failure to
exercise any right of termination or other discretion.
No prospectus
No offering document, admission document or prospectus has been or
will be submitted to be approved by the FCA (or any other
authority) or submitted to the London Stock Exchange in relation to
the Placing or any of the Admissions and no such prospectus is
required (in accordance with the UK Prospectus Regulation) to be
published in the United Kingdom or any equivalent document in
any other jurisdiction.
Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based
on information contained in this Announcement
(including Appendix 1) released by the Company today and any
information publicly announced to a RIS by or on behalf of the
Company on or prior to the date of this Announcement and subject to
the further terms set forth in the trade confirmation to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including Appendix 1)
and all other publicly available information previously and
simultaneously published by the Company by notification to a RIS is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company or Agent or any other person and none of the Company or
Agent or any of their respective affiliates or any of their
respective Representatives will be liable for any Placee's decision
to participate in the Placing based on any other information,
representation, warranty or statement which the Placee may have
obtained or received. 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. Nothing in this paragraph shall exclude or limit the
liability of any person for fraudulent misrepresentation by that
person.
Registration and settlement
Settlement
of transactions in the Placing Shares following Admission, unless
otherwise agreed, will take place within the CREST system, subject
to certain exceptions. The Agent and the Company reserve the right
to require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form if delivery or
settlement is not possible or practicable within the CREST system
or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Following
the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a trade confirmation stating the total
number of Placing Shares to be allocated to it at the Placing Price
and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with the standing CREST or certificated settlement
instructions that it has in place with the relevant
Bank.
The
Company will deliver the Placing Shares (at the applicable times)
to a CREST account operated by the Agent as the Company's agent and
the Agent will enter its delivery (DEL) instruction into the
CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment at the applicable
time.
It
is expected that settlement of the Placing Shares will be on
24 July 2023 on a T+3 basis on a delivery versus payment basis in
accordance with the instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees
on the due date in accordance with the arrangements set out above
at the rate of two percentage points above SOFR as determined by
the Agent.
Each
Placee is deemed to agree that, if it does not comply with these
obligations, the Agent (as agent for and on behalf of the Company)
may sell any or all of the Placing Shares allocated to that Placee
on such Placee's behalf and retain from the proceeds, for the
Company's account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or other similar taxes (together
with any interest or penalties) imposed in any jurisdiction which
may arise upon the sale of such Placing Shares on such Placee's
behalf. By communicating a bid for Placing Shares, each Placee
confirms on the Agent all such authorities and powers necessary to
carry out any such transaction and agrees to ratify and confirm all
actions which the Agent lawfully take on such Placee's
behalf.
If
Placing Shares are to be delivered to a custodian or settlement
agent, Placees should ensure that the trade 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.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax (and/or any interest, fines or penalties
relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), neither the Agent nor the Company
shall be responsible for the payment thereof. Placees shall not be
entitled to receive any fee or commission in connection with the
Placing.
Representations and warranties and further terms
By submitting a bid and/or participating in the Bookbuild and
Placing each prospective Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes,
represents, warrants and agrees (as the case may be) with each
Agent and the Company, in each case as a fundamental term of its
application for Placing Shares), the following:
1.
it has read
and understood this Announcement, including this Appendix, in its
entirety and that its participation in the Bookbuild and the
Placing and its subscription for and purchase of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
and it has not relied on, and will not rely on, any other
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Bookbuild, the Placing, the Company, the Placing Shares or
otherwise;
2.
that no
offering document, offering memorandum, admission document or
prospectus has been or will be prepared in connection with the
Placing or is required under the EU Prospectus Regulation or UK
Prospectus Regulation and it has not received and will not receive
a prospectus, offering memorandum, admission document or other
offering document in connection with the Placing or the Placing
Shares;
3.
(i) it
has made its own assessment of the Company, the Placing Shares, the
terms of the Bookbuild and the Placing based on this Announcement
(including Appendix 1) and any information publicly announced
to a Regulatory Information Service by or on behalf of the Company
prior to the date of this Announcement (the "Publicly Available
Information"); (ii) the
Ordinary Shares are admitted to the standard listing segment
of the Official List of the FCA and to trading on the London Stock
Exchange's main market for listed securities and the Company is
therefore required to publish certain business and financial
information in accordance with the Market Abuse Regulation
(EU) No.596/2014 ("MAR"), in the period up to and including 31 December
2020, and from 1 January 2021 in accordance with the UK version of
the Market Abuse Regulation (EU) No.596/2014, which forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018)
("UK
MAR") and the rules and
practices of the London Stock Exchange (the "Exchange
Information"), which includes a
description of the nature of the Company's business, most recent
balance sheet and profit and loss account, and similar statements
for preceding years, and it has reviewed such Exchange Information
as it has deemed necessary or that it is able to obtain or access
the Exchange Information without undue difficulty; and (iii) it has
had access to such financial and other information (including the
business, financial condition, prospects, creditworthiness, status
and affairs of the Company, the Placing and the Placing Shares, as
well as the opportunity to ask questions) concerning the Company,
the Bookbuild, the Placing and the Placing Shares as it has deemed
necessary in connection with its own investment decision to acquire
any of the Placing Shares and has satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Bookbuild and
the Placing;
4.
that the
content of this Announcement is exclusively the responsibility of
the Company and that neither the Agent nor any of its affiliates
nor any of their respective Representatives nor any person acting
on their behalf has or shall have any responsibility or liability
for any information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Bookbuild and the
Placing based on any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in
this Announcement and any Publicly Available Information including
(without limitation) the Exchange Information, such information
being all that it deems necessary and/or appropriate to make an
investment decision in respect of the Placing Shares, and that it
has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by
the Agent or the Company or any of their respective affiliates or
any of their respective Representatives or any person acting on
their behalf and neither the Agent nor the Company nor any of their
respective affiliates, nor any of their respective Representatives
nor any person acting on their behalf will be liable for any
Placee's decision to accept an invitation to participate in the
Placing or the Bookbuild based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
deciding to participate in the Bookbuild and the
Placing;
5.
(i) neither
the Agent nor any of its affiliates nor any of their respective
Representatives nor any person acting on their behalf have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of the Publicly Available
Information or the Exchange Information, and each of them expressly
disclaims any liability in respect thereof; and (ii) it will not
hold the Agent or any of its affiliates or any of their respective
Representatives or any person acting on their behalf responsible
for any misstatements in or omissions from the Publicly Available
Information or the Exchange Information. Nothing in this paragraph
or otherwise in this Announcement excludes the liability of any
person for fraudulent misrepresentation made by that
person;
6.
none of the
Agent or the Company or any of their respective affiliates or any
of their respective Representatives or any person acting on behalf
of any of them has provided, and none of them will provide, to it
any material regarding the Placing Shares or the Company or any
other person other than this Announcement, nor has it requested
that any of the Agent, the Company, any of their respective
affiliates, any of their respective Representatives or any person
acting on behalf of any of them to provide it with any such
material;
7.
it
understands, and each account it represents has been advised that,
(i) the Placing Shares have not been and will not be registered
under the Securities Act or with any regulatory authority of any
state or other jurisdiction of the United States; (ii) the Placing
Shares are being offered and sold only (a) to persons reasonably
believed to be QIBs in transactions exempt from, the registration
requirements of the Securities Act or (b) in an "offshore
transaction" within the meaning of and pursuant to Regulation S
under the Securities Act; (iii) the Placing Shares may only be
reoffered or resold in transactions exempt from, or not subject to,
the registration requirements of the Securities Act and no
representation has been made as to the availability of any
exemption under the Securities Act or any relevant state or other
jurisdiction's securities laws for the reoffer, resale, pledge or
transfer of the Placing Shares; and (iv) a prospectus will not be
published in respect of any of the Placing Shares under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States;
8.
it is not an
affiliate (as defined in Rule 501(b) under the Securities Act) of
the Company, and is not acting on behalf of an affiliate of the
Company;
9.
the Placing
Shares offered and sold in the United States are "restricted
securities" within the meaning of Rule 144(a)(3) under the
Securities Act and for so long as the Placing Shares are restricted
securities, it will segregate such Placing Shares from any other
shares in the Company that it holds that are not restricted
securities, will not deposit the Placing Shares into any depositary
receipt facility maintained by any depositary bank in respect of
the Company's ordinary shares and will notify any subsequent
transferee of such Placing Shares of the applicable transfer
restrictions;
10.
it will not
distribute, forward, transfer or otherwise transmit this
Announcement or any other materials concerning the Placing
(including any electronic copies thereof), in or into the United
States (including electronic copies thereof) to any person,
and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
11.
it is not, and
at the time the Placing Shares are acquired, neither it nor the
beneficial owner of the Placing Shares will be, a resident of
Australia, Canada, Japan or South Africa and further acknowledges
that the Placing Shares have not been and will not be registered
under the securities legislation of Australia, Canada, Japan or
South Africa and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions;
12.
if it received
any "inside information" as defined in the UK MAR concerning the
Company or its shares or other securities or related financial
instruments in advance of the Placing, it has not (i) dealt in the
securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by UK MAR, prior
to the information being made publicly
available;
13.
it has
complied with its obligations under the Criminal Justice Act 1993,
MAR, UK MAR, any delegating acts, implementing acts, technical
standards and guidelines and Section 118 of
FSMA thereunder, and in connection with money laundering and
terrorist financing 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) (the
"Regulations") and the Money Laundering Sourcebook of the FCA
and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Agent has not received such
satisfactory evidence, the Agent may, at its absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Agent will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
14.
if it is in
the United Kingdom it is a Relevant Person and if it is in a
member state of the EEA it is a Qualified Investor and
undertakes that it will subscribe for, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its
business;
15.
it understands
that any investment or investment activity to which this
Announcement relates is available only to Relevant Persons in the
United Kingdom and Qualified Investors in a member state of the EEA
and will be engaged in only with Relevant Persons in the United
Kingdom and Qualified Investors in a member state of the EEA, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons in the United
Kingdom and Qualified Investors in a member state of the
EEA;
16.
if it is 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, that the Placing Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on
behalf of, nor will they be subscribed for with a view to their
offer or resale to, persons in a member state of the EEA other than
Qualified Investors or persons in the UK other than Relevant
Persons, or in circumstances in which the prior consent of the
Agent has been given to the proposed offer or
resale;
17.
that it has
not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to Relevant Persons or
otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within
the meaning of section 85(1) of the FSMA;
18.
that any offer
of Placing Shares may only be directed at persons in member states
of the EEA who are Qualified Investors and represents, warrants and
undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA prior to Admission
except to Qualified Investors or otherwise in circumstances which
have not resulted in and which will not result in an offer to the
public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
19.
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;
20.
it has
complied and will comply with all applicable laws (including all
relevant provisions of FSMA) with respect to anything done by it in
relation to the Placing Shares;
21.
if in
the United Kingdom, it is a Qualified Investor within the meaning
of Article 2(e) of the UK Prospectus Regulation and is also a
person (i) having professional experience in matters relating to
investments and who falls within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); or (ii) who falls within Article 49(2)(a) to
(d) of the Order; or (iii) to whom this Announcement may
otherwise lawfully be communicated;
22.
if it is in a
member state of the EEA, it is a Qualified
Investor;
23.
if in the
United Kingdom, unless otherwise agreed by the Agent, 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 acquiring Placing Shares for investment only and not with
a view to resale or distribution;
24.
no action has
been or will be taken by either the Company or the Agent or any
person acting on behalf of the Company or the Agent that would, or
is intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required;
25.
neither it,
nor the person specified by it for registration as holder of
Placing Shares is, or is acting as nominee or agent for, and the
Placing Shares will not be allotted to, a person who is or may be
liable to stamp duty reserve tax under any of sections 67, 70, 93
and 96 of the Finance Act 1986 (depository receipts and clearance
services) and the Placing Shares are not being acquired in
connection with arrangements to issue depository receipts or to
issue or transfer Placing Shares into a clearance
system;
26.
(i) it is
acting as principal in respect of the Placing and has the power and
authority to carry on the activities in which it is engaged, to
subscribe for Placing Shares and to execute and deliver all
documents necessary for such subscription; and/or (ii) if it is
acting for any other person (A) it is duly authorised to do so and
has full power to make the acknowledgments, representations,
undertakings and agreements and give the indemnities herein on
behalf of each such person; and (B) it is and will remain liable to
the Company and/or the Agent for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph shall survive the resale of
the Placing Shares by or on behalf of any person for whom it is
acting;
27.
if it is a
pension fund or investment company, its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
28.
(i)
it and any person acting on its behalf is entitled to subscribe for
the Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has paid any issue, transfer or other
taxes due in connection with its participation in any territory;
(iii) it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and
complied with all necessary formalities and that it has not taken
any action or omitted to take any action which will or may result
in the Agent or the Company or any of their respective affiliates
or any of their respective Representatives acting in breach of the
legal or regulatory requirements of any jurisdiction in connection
with the Placing; and (iv) the subscription of the Placing Shares
by it or any person acting on its behalf will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
29.
it
(and any person acting on its behalf) has the funds available to
pay for, and has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
30.
it
(and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with the terms and
conditions of this Announcement (including Appendix 1), on the
due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as the
Agent may in its absolute discretion determine and without
liability to such Placee, and it 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 or stamp duty reserve
tax or other similar taxes (together with any interest or penalties
due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
31.
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 the Agent 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;
32.
the
person whom it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be.
Neither the Agent nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
taxes resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
indemnify and hold harmless the Company, the Agent, their
respective affiliates and any of their respective Representatives
in respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of the
Agent who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
33.
the
Placing does not constitute a recommendation or financial product
advice and the Agent have not had regard to its particular
objectives, financial situation and needs;
34.
none
of the Agent, any of its affiliates, any of their respective
Representatives or any person acting on behalf of any of them, is
making any recommendations to it or, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of the Agent
and that the Agent does not have any duties or responsibilities to
it for providing the protections afforded to its clients or
customers or for providing advice in relation to the Placing or in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise
or performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
35.
that
in making any decision to acquire the Placing Shares (i) it has
such knowledge, sophistication and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for or acquiring the
Placing Shares, (ii) it is experienced in investing in securities
of this nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of participating
in, and is able to sustain a complete loss in connection with, the
Placing, (iii) it has relied on its own examination, due diligence
and analysis of the Company and its affiliates taken as a whole,
including the markets in which the Company and its affiliates
operate, and the terms of the Placing, including the merits and
risks involved and not upon any view expressed or information
provided by or on behalf of the Agent, (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent
it deems necessary to enable it to make an informed and
intelligent decision with respect to making an investment in the
Placing Shares, (v) it is aware and understands that an
investment in the Placing Shares involves a considerable degree of
risk and (vi) it will not look to the Company, the Agent, any
of their respective affiliates, any of their respective
Representatives or any person acting on their behalf for all or
part of any such loss or losses it or they may suffer;
36.
in
connection with the Placing, the Agent and any of its affiliates or
their respective Representatives acting as an investor for its own
account may take up a portion of the Placing Shares and in that
capacity may acquire, retain, purchase or sell for its own account
such Placing Shares in the Company and any securities of the
Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to the
Agent or its affiliates or their respective Representatives acting
in such capacity. In addition the Agent may enter into financing
arrangements and swaps with investors in connection with which the
Agent may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. The Agent
does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
37.
it
acknowledges that it irrevocably appoints any director or
authorised signatories of the Agent as its agent for the
purposes of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be
taken up by it under the Placing;
38.
its
commitment to acquire the Placing Shares on the terms set out
herein and in the trade confirmation will continue notwithstanding
any amendment that may in future be made to the terms and
conditions of the Placing and Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Agent's conduct of the Placing or
Bookbuild;
39.
the
terms and conditions and any agreements entered into by it pursuant
to these terms and conditions and any non-contractual obligations
arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of England
and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out
of any such agreements and such non-contractual obligations, 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 the Agent in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
40.
it
will indemnify on an after-tax basis and hold each of the Company
and the Agent and their respective affiliates and their respective
Representatives harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of, directly or indirectly, or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix 1 and further agrees
that the provisions of this Appendix 1 shall survive after
completion of the Placing;
41.
neither
the Company nor the Agent owes any fiduciary or other duties to any
Placee in respect of any acknowledgements, confirmations,
undertakings, representations, warranties or indemnities in the
Placing Agreement; and
42.
the
Company, the Agent and their respective affiliates and their
respective Representatives and others will rely upon the truth and
accuracy of the representations, warranties, acknowledgements,
indemnities, undertakings and agreements set forth herein and which
are given to the Agent and the Company (for their own benefit and,
where relevant, the benefit of their respective affiliates and any
person acting on their behalf) and are irrevocable and it
irrevocably authorises the Company and the Agent to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein. It agrees that if any of the acknowledgements,
representations, warranties, undertakings and agreements made in
connection with its subscribing and/or acquiring of Placing Shares
is no longer accurate, it shall promptly notify the Company and the
Agent.
Each Placee not acquiring the Placing Shares in an "offshore
transaction" pursuant to Regulation S (each a "US Placee") shall make specific representations,
warranties, agreements and acknowledgements pursuant to a US
investor representation letter. Each US Placee acknowledges that it
will not be permitted to purchase, subscribe for or otherwise take
up Placing Shares unless it has signed and returned such
representation letter in accordance with the terms
thereof.
Please
also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes and is based on the
warranty and representation from each Placee that the Placing
Shares are not being subscribed for in connection with arrangements
to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor the
Agent will be responsible and each Placee shall indemnify on an
after-tax basis and hold harmless the Company and the Agent and
their respective affiliates and their respective Representatives
for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Agent
accordingly.
Neither
the Company nor the Agent is liable to bear any capital duty, stamp
duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable in or
outside the United Kingdom by any Placee or any other person on a
Placee's acquisition of any Placing Shares or the agreement by a
Placee to acquire any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company, the
Agent, their respective affiliates and their respective
Representatives from any and all such stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including interest, fines or penalties relating thereto). Each
Placee should seek its own advice as to whether any of the above
tax liabilities arise and notify the Agent
accordingly.
In
this Announcement, "after-tax basis" means in relation to any
payment made to the Company or the Agent or their respective
affiliates or their respective Representatives pursuant to this
Announcement where the payment (or any part thereof) is chargeable
to any tax, a basis such that the amount so payable shall be
increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability
of any relief unrelated to the loss, damage, cost, charge, expense
or liability against which the indemnity is given on such amount
(including on the increased amount) there shall remain a sum equal
to the amount that would otherwise have been so
payable.
Each
Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Agent and/or any of its affiliates
and/or any of their respective Representatives may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares. Each Placee acknowledges and is aware
that the Agent is receiving a fee in connection with its role in
respect of the Placing as detailed in the Placing
Agreement.
When
a Placee or person acting on behalf of the Placee is dealing with
the Agent, any money held in an account with the Agent on behalf of
the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from the Agent's money in accordance with the client
money rules and will be used by the Agent in the course of its own
business; and the Placee will rank only as a general creditor of
the Agent.
All
times and dates in this Announcement may be subject to amendment by
the Agent and the Company (in their absolute discretion). The Agent
shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past
performance is no guide to future performance and persons needing
advice should consult an independent financial
adviser.
The
rights and remedies of the Agent and the Company under these terms
and conditions are in addition to any rights and remedies which
would otherwise be available to each of them and the exercise or
partial exercise of one will not prevent the exercise of
others.
Forward Looking Statements
This
Announcement contains inside information and includes
forward-looking statements which reflect the Company's current
views, interpretations, beliefs or expectations with respect to the
Company's financial performance, business strategy and plans and
objectives of management for future operations. These statements
include forward-looking statements both with respect to the Company
and the sector and industry in which the Company operates.
Statements which include the words "expects", "intends", "plans",
"believes", "projects", "anticipates", "will", "targets", "aims",
"may", "would", "could", "continue", "estimate", "future",
"opportunity", "potential" or, in each case, their negatives, and
similar statements of a future or forward-looking nature identify
forward-looking statements. All forward-looking statements address
matters that involve risks and uncertainties because they relate to
events that may or may not occur in the future, including the risk
that the Company may not receive the benefits contemplated by its
transactions with Galaxy, the Company may be unable to secure
sufficient additional financing to meet its operating needs, and
the Company may not generate sufficient working capital to fund its
operations for the next twelve months as contemplated.
Forward-looking statements are not guarantees of future
performance. Accordingly, there are or will be important factors
that could cause the Company's actual results, prospects and
performance to differ materially from those indicated in these
statements. In addition, even if the Company's actual results,
prospects and performance are consistent with the forward-looking
statements contained in this document, those results may not be
indicative of results in subsequent periods. These forward-looking
statements speak only as of the date of this Announcement. Subject
to any obligations under the Prospectus Regulation Rules, the
Market Abuse Regulation, the Listing Rules and the Disclosure and
Transparency Rules and except as required by the FCA, the London
Stock Exchange, the City Code or applicable law and regulations,
the Company undertakes no obligation publicly to update or review
any forward-looking statement, whether as a result of new
information, future developments or otherwise. For a more complete
discussion of factors that could cause our actual results to differ
from those described in this Announcement, please refer to the
filings that Company makes from time to time with the United States
Securities and Exchange Commission and the United Kingdom Financial
Conduct Authority, including the section entitled "Risk Factors" in
the Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2022.
Exchange Rates
For the convenience of the reader, in this Announcement, unless
otherwise indicated, translations from pound sterling into U.S.
dollars were made at the rate of £1.00 to $1.3055 Such U.S.
dollar amounts are not necessarily indicative of the amounts of
U.S. dollars that could actually have been purchased upon exchange
of pound sterling at the dates indicated or any other
date.
No incorporation of website information
Information
contained on the Company's website (or any other website) or the
contents of any website accessible from hyperlinks on the Company's
website (or any other website) are not incorporated into and do not
form part of this Announcement.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
Date:
18 July, 2023
|
ARGO BLOCKCHAIN PLC
By:
/s/ Jim
MacCallum
Name:
Jim MacCallum
Title:
Chief Financial Officer
By:
/s/ Davis
Zapffe
Name:
Davis Zapffe
Title:
General Counsel
|
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