Proposed cash placing

RNS Number : 3980Z

Ncondezi Coal Company Limited

13 January 2011

 



          13 January 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

Neither this Announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new ordinary shares in the Company in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Japan or any jurisdiction in which such publication or distribution would be unlawful.

Ncondezi COAl Company Limited

("Ncondezi" or the "Company")

Proposed cash placing of up to 12 million new ordinary shares

to raise up to approximately $36.5 million

Ncondezi (AIM: NCCL), a coal exploration and development company with coal assets in the Tete Province in Mozambique, announces a proposed cash placing of up to 12 million new ordinary shares in the Company (the "Placing Shares") representing approximately 10% of Ncondezi's existing issued ordinary share capital. The proposed placing (the "Placing") by Ncondezi of the Placing Shares will be to institutional investors to raise up to approximately $36.5 million (£23.4 million) (before expenses).

Liberum Capital Limited ("Liberum") is acting as Broker, Sole Bookrunner, and Sole Placing Agent.

The Placing

The Placing is subject to the terms and conditions set out in the Appendix to this Announcement. Liberum will today commence an accelerated bookbuilding process in respect of the Placing ("Bookbuild"). The price per Placing Share at which the Placing Shares are to be placed (the "Placing Price") will be decided at the close of the Bookbuild, which is expected to occur later today. The book will open with immediate effect. The timing of the closing of the book, pricing and allocations is at the discretion of Liberum and Ncondezi. Details of the Placing Price will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the Company's existing ordinary shares including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The Placing will be made on a non-pre-emptive basis. If all the Placing Shares are placed, it would represent an increase of approximately 10% of the current issued ordinary share capital of the Company.

The Company will apply for admission ("Admission") of the Placing Shares to trading on the AIM market of the London Stock Exchange ("AIM"). It is expected that Admission will take place on AIM on 19 January 2011 in respect of those Placing Shares to be settled in uncertificated form through CREST ("Uncertificated Placing Shares") and on 28 January 2011 in respect of those Placing Shares to be settled in certificated form ("Certificated Placing Shares"). The Placing is conditional upon, inter alia, Admission becoming effective by not later than 8.00 a.m. on 19 January 2011 in respect of the Uncertificated Placing Shares and is conditional, in relation to the Certificated Placing Shares only, on Admission becoming effective by not later than 8.00 a.m. on 28 January 2011 in respect of the Certificated Placing Shares.  Admission of the Uncertificated Placing Shares is not conditional upon Admission of the Certificated Placing Shares.

The Appendix to this announcement (the "Announcement"), which forms part of the Announcement, sets out further details of the Placing.

Use of Proceeds

The Company intends to use the net proceeds of the Placing to fund the following:

1.       Repurchase of existing shares held by pre-IPO shareholder

Prior to its Initial Public Offering ("IPO") in June 2010, the Company entered into an option agreement to repurchase 12,189,474 million shares held by the Dos Santos family at a 10% discount to the IPO price within one year of the IPO. The IPO was undertaken at a price per share of 123 pence thereby setting the option exercise price at 110.7 pence, which represents a 46% discount to the closing mid-market price of 204 pence on AIM on 12 January 2011. The Company intends to use approximately $21.3 million of the net proceeds to repurchase the 12,189,474 million Dos Santos family shares. The Company intends to cancel the repurchased shares and thereby reduce the total number of ordinary shares outstanding.  Assuming an offering of 12 million shares and the subsequent repurchase of the 12,189,474 million Dos Santos family shares, the net effect will be that the number of shares in issue will be reduced by 189,474 shares.

2.       Exploration and development of the Company's two additional licences

In addition to the Company's flagship Ncondezi Project (comprised of licences 804L and 805L), Ncondezi also holds the exploration rights for licences 1314L and 1315L (the "Additional Licences"). Licences 1314L and 1315L are located in the Zambezi Coal basin in Mozambique southwest and west of the Ncondezi Project, respectively. The Additional Licences have a total area of 34,460 hectares and there has been limited exploration by the Ncondezi Group on these licences since they were acquired. The licences are due to expire in February 2011 but application has been made for their extension which is at the discretion of the Minister of Mineral Resources in Mozambique.  Subject to their extension, the Company intends to use part of the proceeds to fund a work programme on these licences.

3.       Evaluation of M&A opportunities

4.       Funding towards logistics studies on rail and port solutions

5.       General working capital purposes

Commenting on the Placing, Graham Mascall, Chief Executive Officer of Ncondezi said:

"This transaction is accretive to shareholders as it provides Ncondezi with significant additional funding to pursue its exploration strategy whilst slightly reducing the issued share capital of the Company. In addition, although there has been limited exploration on the Additional Licences to date; Karoo rocks and sediments underlay portions of these blocks making them attractive coal exploration prospects. The Additional Licences further complement the flagship Ncondezi Project which hosts a 1.8 billion tonne JORC coal resource in the coal bearing Zambezi Basin in Mozambique."

Results update

Following on from the Company's announcement on 15 December 2010, initial results from coal quality testing for the Ncondezi Project are still on track to be delivered during Q1 2011.

The Company will publish its results for the year ended 31 December 2010 by the end of June.

Contacts

Ncondezi Services (UK) Limited Graham Mascall/Manish Kotecha	[phone]
Nominated Adviser and Broker Liberum Capital Limited Chris Bowman/Christopher Kololian	[phone]
Pelham Bell Pottinger Charles Vivian/Klara Kaczmarek	[phone]

About Ncondezi Coal Company Limited:

Ncondezi Coal Company Limited is an exploration and development company with four coal exploration and prospecting licences in the Tete Province of Mozambique. The Company holds prospecting and exploration licences over more than 73,160 ha in the Zambezi Basin, a geological environment considered to be one of the last undeveloped coal basins in the world.

Exploration work is most advanced on the Ncondezi Project, which comprises licence areas 804L & 805L, and is located approximately 40km northeast of the provincial capital Tete and 10km from the Sena railway. The Ncondezi Project covers an area of approximately 38,700ha and has a JORC coal resource of 1.8 billion tonnes. A scoping study completed in early 2010 confirmed the economic potential for an open pittable 10 million tonne per annum export thermal coal operation with coking coal potential. It is the Company's objective to complete a definitive feasibility study on the Ncondezi Project in the second half of 2012 and move to initial production in the second half of 2014.

Further details about Ncondezi Coal Company Limited can be found on the company's website: www.ncondezicoal.com.

IMPORTANT INFORMATION

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include, but are not limited to, statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, liquidity, prospects, growth, strategies and expectations.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this Announcement. In addition, even if the development of the markets and the industry in which the Group operates are consistent with the forward-looking statements contained in this Announcement, those developments may not be indicative of developments in subsequent periods. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation or government, changes in its business strategy, political and economic uncertainty and other factors.

Any forward-looking statements in this Announcement reflect the Company's current view (assuming Admission has occurred) with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations and growth strategy. Investors should specifically consider the factors which could cause results to differ before making an investment decision. Subject to the requirements of the AIM Rules for Companies ("AIM Rules") or applicable law, the Company undertakes no obligation publicly to release the result of any revisions of any forward-looking statements in this Announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this Announcement.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Liberum, which is authorised and regulated in the United Kingdom by the UK Financial Services Authority ("FSA"), is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Liberum to inform themselves about, and to observe such restrictions.

The information in this announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of a prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

No public offer of securities of the Company is being made in Australia, the United Kingdom, the United States or elsewhere. The information in this announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act") and the securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

APPENDIX

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, AND (B) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

This Announcement, including the Appendix, is not for 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), Canada, Australia, South Africa or Japan or any jurisdiction into which the same would be unlawful. This Announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of the Company in the United States, Canada, Australia, South Africa or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this Announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Subject to certain exceptions, the Placing Shares referred to in this Announcement are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act.

Securities may not be sold in the United States absent registration or an exemption from registration under the Securities Act and no public offer is being made in the United States. The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under the securities laws of any state, province or territory of Canada, Australia, Japan or the United States. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

If you have been invited and choose to participate in the Placing by making an offer (oral or written) to acquire Placing Shares you will be deemed to have read and understood this Appendix and the announcement of which it forms part in their entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties and acknowledgements, contained in this Appendix.  In particular you represent, warrant and acknowledge that you are a Relevant Person.  Further, you represent and agree that either (a) you are an IAI who is also a QIB, and have duly executed an investor letter in the form provided to you and delivered the same to the Sole Placing Agent, or (b) you are outside the United States and subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S).  See "Representations and Warranties" below in this Appendix for further representations and warranties you (and any person acting on your behalf) will be deemed to make by participating in the Bookbuilding.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.

The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Notice to UK Residents

This Announcement is not a prospectus for the purposes of the Prospectus Rules published by the FSA and has not been approved by, or filed with, the FSA. This Announcement contains no offer to the public within the meaning of Section 102B of the United Kingdom Financial Services and Markets Act 2000, the United Kingdom Companies Act 2006 or otherwise.

NOTICE TO US RESIDENTS

THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED, TAKEN OR TRANSMITTED IN OR INTO THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS AND ANY FORWARDING DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT IN WHOLE OR IN PART IS UNAUTHORISED, FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

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 IN THE UNITED STATES UNLESS SUCH PLACING SHARES ARE REGISTERED UNDER THE SECURITIES ACT OR ARE OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH STATE SECURITIES LAWS, THE PLACING SHARES ARE BEING OFFERED AND SOLD (i) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S AND (ii) INSIDE THE UNITED STATES TO IAIS WHO ARE ALSO QIBS.

Placees are notified that, although the Company has not made a determination as to whether it is a "passive foreign investment company" (a "PFIC") for U.S. federal income tax purposes, there is a significant likelihood that it will be classified as a PFIC for U.S. federal income tax purposes. An investment in a PFIC may have materially adverse U.S. federal income tax consequences to a U.S. Holder (as defined below), including subjecting the U.S. Holder to a greater tax liability than may otherwise apply and subjecting U.S. Holders to tax on amounts in advance of when tax would otherwise be imposed. A U.S. Holder generally may be able to make elections to avoid certain of the adverse U.S. federal income tax consequences derived from the PFIC regime, including making the ''qualified electing fund'' (''QEF'') election or the ''mark-to-market'' (''mark-to-market'') election in respect of an investment in certain PFICs. The Company does not intend to make available to U.S. Holders of Ordinary Shares the information that would be necessary in order for such persons to make a QEF election with respect to their Ordinary Shares. The Company does not anticipate that U.S. Holders will be able to make such election.

THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT, ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

NOTICE TO HONG KONG RESIDENTS

WARNING  The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

This document has not been and will not be registered with the Registrar of Companies in Hong Kong under the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) ("HK Companies Ordinance"). The Placing Shares may not be offered or sold in Hong Kong, by means of any document, other than in circumstances in which the offer or sale: (i) does not constitute an offer to the public within the meaning of the HK Companies Ordinance; or (ii) constitute an offer specified in Part 1 of the 17th Schedule to the HK Companies Ordinance as read with the other parts of that Schedule (which includes an offer to "professional investors" within the meaning of section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ("SFO")). This document, any other offering material, advertisement, invitation or document relating to the securities, which is directed at, or the contents of which are or are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong such as to the extent that it contains or relates to an offer to "professional investors" within the meaning of section 1 of Part 1 of Schedule 1 to the SFO), other than with respect to Placing Shares which are or are intended to be disposed of only to persons outside Hong Kong, may not be issued and may not be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere.

DETAILS OF THE PLACING

Liberum has entered into a placing agreement with the Company (the "Placing Agreement") under which, on the terms and subject to the conditions set out therein, Liberum has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at a price determined by Liberum and the Company following completion of the Bookbuild, described in this Announcement. 

The Placing Shares will, when issued and conditional on Admission, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares including the right to receive all dividends and other distributions declared in respect of such ordinary shares after the date of their issue.

The Placing Shares have not been and will not be offered generally to existing shareholders whether on a pre-emptive basis or otherwise. The Company is of the view that the Placing should achieve a fundraising in a timescale that would not be possible if the Company sought to undertake a pre-emptive issue which would require a prospectus to be published and which would be much more costly, and which would, in its opinion, have presented greater uncertainty as to the Placing Price that was likely to be achieved. Subject to it completing, the Placing will enable the Company to proceed with the share buyback and exploration activity referred to in this Announcement, whereas a delay in the timing could result in a favourable share price no longer being available. For this reason the Company is proposing the Placing.

The Company will apply for admission ("Admission") of the Placing Shares to trading on the AIM market of the London Stock Exchange ("AIM"). It is expected that Admission will take place on AIM on 19 January 2011 in respect of those Placing Shares to be settled in uncertificated form through CREST ("Uncertificated Placing Shares") and on 28 January 2011 in respect of those Placing Shares to be settled in certificated form ("Certificated Placing Shares"). The Placing is conditional upon, inter alia, Admission becoming effective by not later than 8.00 a.m. on 19 January 2011 in respect of the Uncertificated Placing Shares and is conditional, in relation to the Certificated Placing Shares only, on Admission becoming effective by not later than 8.00 a.m. on 28 January 2011 in respect of the Certificated Placing Shares.  Admission of the Uncertificated Placing Shares is not conditional upon Admission of the Certificated Placing Shares.

Bookbuild

Liberum will today commence the Bookbuild to determine demand for participation in the Placing by Placees. Liberum and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine. 

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Liberum. Liberum and its affiliates are each entitled to enter bids in the Bookbuild as principal.

The Bookbuild will establish a single Placing Price payable to Liberum by all Placees whose bids are successful. The Placing Price and the number of Placing Shares to be issued will be agreed between Liberum and the Company following completion of the Bookbuild.

Each prospective Placee's allocation will be agreed between Liberum and the Company and will be confirmed orally to each prospective Placee by Liberum as agent of the Company following the close of the Bookbuild. That oral confirmation will establish an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price.  

Liberum 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.

Each Placee's allocation and commitment will subsequently be evidenced by a confirmation letter ("Confirmation Letter") issued to such Placee by Liberum. The terms of this Appendix will be deemed to be incorporated in that Confirmation Letter.

To the fullest extent permissible by law, neither Liberum nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Liberum nor any of its affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Liberum's conduct of the Bookbuild or of such alternative method of effecting the Placing as Liberum and the Company may agree.  

Conditions of the Placing

The obligations of Liberum under the Placing Agreement are conditional on, amongst other things:  

(a)        agreement being reached between the Company and Liberum on the Placing Price and the number of Placing Shares;

(b)        there being no breach of any of the warranties contained in the Placing Agreement at the date of the Placing Agreement and there having been no breach of any of the warranties at any time following the date of the Placing Agreement up to and including the time of Admission with reference to the facts which shall then exist, which in any such case is material in the context of the Placing or Admission;

(c)        prior to any Admission, there having been no development or event which will or is reasonably, in the opinion of Liberum, likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, management, business or general affairs of the Company or of the Group respectively, taken as a whole, whether or not foreseeable and whether or not arising in the ordinary course of business and which, in any such case, could, in the opinion of Liberum (acting in good faith), materially and adversely affect the Placing or dealings in the Ordinary Shares immediately following Admission; and

(d)        Admission becoming effective by not later than 8.00 a.m. on 19 January 2011 in respect of the Uncertificated Placing Shares and is conditional, in relation to the Certificated Placing Shares only, on Admission becoming effective by not later than 8.00 a.m. on 28 January 2011 in respect of the Certificated Placing Shares (or such later dates as the Company and Liberum may otherwise agree).

If any of the conditions contained in the Placing Agreement in relation to any of the Placing Shares are not fulfilled, where appropriate, or waived by Liberum, by the respective time or date where specified (or such later time and/or date as the Company and Liberum may agree, not being later than 8:00 a.m. on 4 February 2011), the Placing will not proceed.  

Liberum is entitled at any time before any Admission to terminate the Placing Agreement in respect of that and any subsequent Admission if, amongst other things:  

(a)        any of the conditions to Liberum's obligations under the Placing Agreement have not been satisfied by the Company or waived by Liberum; or

(b)        there has been a material breach of any of the warranties contained in the Placing Agreement or any material failure by the Company to perform any of its obligations in the Placing Agreement; or

(c)        there has occurred an event of force majeure the effect of which is such as to make it, in the judgement of Liberum acting reasonably and in good faith, impracticable or inadvisable to proceed with the Placing.

Upon such termination, the 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.  

No offering document or prospectus has been or will be published in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including the Appendix) released by the Company today, and subject to the further terms set forth in the Confirmation Letter to be provided to individual prospective Placees.  

Settlement

Unless agreed otherwise with Liberum, settlement of transactions in the Placing Shares will take place within the CREST system.

Each Placee allocated Placing Shares in the Placing will be sent a Confirmation Letter stating the number and gross price of the Placing Shares allocated to it and containing details of the information which Liberum will require from the Placee in order to settle transactions in the Placing Shares within CREST, if the Placee so chooses.  If the Placee does not provide any CREST details or if it provides insufficient CREST details for Liberum to match to the Placee's CREST account, Liberum may deliver the Placing Shares in certificated form provided payment has been made in terms satisfactory to Liberum and all other conditions in relation to the Placing have been satisfied or waived.

The right is reserved to deliver Placing Shares in certificated form should Liberum consider this to be necessary or desirable. This right is only likely to be exercised in normal circumstances in the event of any interruption, failure or breakdown of CREST or any part of CREST or on the part of the facilities and/or system operated by the Company's registrars in connection with CREST.

The person named for registration purposes in the Confirmation Letter (which term shall include the holder of the relevant CREST account) must be (a) the person procured by the Placee to subscribe for the relevant Placing Shares, (b) the Placee or (c) a nominee of any such person or the Placee, as the case may be.  Neither Liberum nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Provided that delivery is to the CREST account of one of the above named persons, delivery will be free from any liability to UK stamp duty or stamp duty reserve tax. Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

If the Placee has requested CREST settlement, Liberum will input Delivery-versus-Payment ("DVP") instructions for the Placing Shares into the CREST system according to the booking instructions provided in the Confirmation Letter.  The inputs returned by the Placee or its settlement agent/custodian of matching or acceptance instructions to Liberum's CREST inputs will then allow the delivery of the Placing Shares to the Placee's CREST account against payment of the Placing Price per Placing Share through the CREST system upon the Settlement Date (defined below).

Liberum expects (as nominee for placees) to input trades into the CREST system with a trade date of 13 January 2011 and a settlement date of 19 January 2011 ("Settlement Date").

By participating in the Bookbuild and the Placing, the Placee agrees that it will do all things necessary to ensure that it or its settlement agent/custodian's CREST account allows for the delivery and acceptance of Placing Shares to be made prior to 10:00 a.m. on 18 January 2011 against payment of the Placing Price per Placing Share.  Failure to do so will result in the Placee being charged interest at a rate equal to the London Inter-Bank Offered Rate for seven day deposits in Sterling plus 2 per cent. per annum, as determined by Liberum.  Time shall be of the essence for these purposes.

To ensure that the Placee fulfils this requirement it is essential that it or its settlement agent/custodian follow the CREST matching criteria set out in the Confirmation Letter.

The Placee should match its instructions to Liberum's Participant account ID, CGMAY, by no later than 10:00 a.m. on 18 January 2011.

The Placee must also ensure that it or its settlement agent/custodian have a sufficient "debit cap" within the CREST system to facilitate settlement in addition to its/their own daily trading and settlement requirements.

In the event of late CREST settlement, Liberum reserves the right to deliver Placing Shares outside CREST in certificated form provided payment has been made in terms satisfactory to Liberum and all other conditions in relation to the Placing have been satisfied.

Where Liberum agree that Placees can settle the Placing Shares other than through the CREST system, Liberum will provide payment details and payment in full of the amount for the Placing Shares to be subscribed for by that Placee is required by no later than 10.00 a.m. on 27 January 2011.  Any amounts payable should be remitted by telegraphic transfer by the required time direct to the account notified to the Placee by Liberum.

In the event of late receipt of the amount due, the relevant Placee will be charged interest at a rate equal to the London Inter-Bank Offered Rate for seven day deposits in sterling plus 2 per cent. per annum, as determined by Liberum.  Time shall be of the essence for these purposes.

Provided payment has been made in terms satisfactory to Liberum and all other conditions in relation to the Placing have been satisfied, definitive share certificate(s) in respect of Certificated Placing Shares are expected to be dispatched to the relevant Placee by 4 February 2011 at the Placees risk in accordance with the instructions given to Liberum.

Representations and Warranties

By participating in the Bookbuild and the Placing, each Placee (and any person acting on its behalf) will be confirming, representing, warranting, undertaking and acknowledging to each of Liberum, the Company and their respective Affiliates (as defined in paragraph C below) as follows:

(A)       The Placee acknowledges and agrees that its acceptance of the Placing Shares on the terms set out in this Announcement is irrevocable and is not capable of termination or rescission by the Placee in any circumstances.

(B)       The Placee has read, agreed with, understood and accepted the terms and conditions of this Announcement and its application for Placing Shares shall be on the terms and subject to the conditions of this Announcement, the Confirmation Letter, the provisions of the Placing Agreement and the memorandum and articles of association of the Company in force at Admission.

(C)       The Placee has not relied on any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company, Liberum or by any subsidiary, holding company, branch, affiliate or associate of the Company, Liberum, or any of their respective officers, directors, agents, employees or advisers (together "Affiliates"), or any other person in connection with the Placing, the Company and its subsidiaries or the Placing Shares and that in making its application under the Placing the Placee will be relying solely on the information and terms and conditions in this Announcement and the Placee's own research concerning the Company and the Placee will not be relying on any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements by the Company, Liberum or any of their respective Affiliates other than as expressly set out herein. Further, the Placee acknowledges and agrees that it has relied on its own investigation of the business, financial and/or other position of the Company in deciding to participate in the Placing (and in making any resulting investment).

(D)       The Placee warrants, if resident in the United Kingdom, that it is a person who is a qualified investor (as such term is defined in section 86(7) of FSMA) and falling within one or more of the categories of persons set out in Article 19 (Investment Professionals), Article 49 (high net worth companies, unincorporated associations etc.) or, if resident in a jurisdiction other than the U.K. that its falls within an exemption from the prospectus and registration requirements of the securities laws of such jurisdiction and is permitted to apply for Placing Shares pursuant to an appropriate exemption.

(E)       The Placee warrants that it (and or any beneficial owner on whose behalf the Placee is making a subscription) is entitled to apply for Placing Shares under the laws of all relevant jurisdictions which apply to it and/or such beneficial owner, it and/or such beneficial owner has complied and will fully comply with all such laws in relation to the Placing and has obtained all governmental and other consents which may be required in relation to the Placing.

(F)       The Placee warrants that save for this Announcement, it has not received, nor has it requested, nor does it have any need to receive, any prospectus, offering memorandum, listing particulars or any other document describing the business and affairs of the Company and/or any subsidiary of the Company, and that in making its application under the Placing, it has relied solely on information concerning the Company and/or any subsidiary of the Company which is in this Announcement or gathered from its own research.

(G)      The Placee acknowledges that the Company's ordinary shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent resource statements, financial statements, and similar statements for preceding financial years, and that it is able to obtain or access the Exchange Information without undue difficulty.

(H)       The Placee warrants that it is acting as principal and for no other person and that its application for Placing Shares will not give any other person a contractual right to require the issue by the Company of any Placing Shares, other than when it is acting on behalf of:

(i)         discretionary client(s) in circumstances where section 86(2) of FSMA applies, in which event the Placee represents and warrants that it is authorised in writing by each such client on its behalf to (a) apply for the Placing Shares; (b) make the representations, warranties and agreements set out herein; and (c) receive any investment letter relating to the Placing in the form provided to it by Liberum as the case may be; or

(ii)        client(s) who are qualified investors within the meaning set out in section 86(7) of FSMA.

(I)        The Placee agrees to indemnify and hold the Company, Liberum, and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations and warranties in this Announcement. The Placee agrees that the provisions of this Announcement shall survive the resale of the Placing Shares by or on behalf of its client(s).

(J)       The Placee warrants that it is sufficiently knowledgeable to understand and be aware of the risks associated with, and other characteristics of, the Placing Shares and, among others, of the fact that it may not be able to resell the Placing Shares except in accordance with the terms thereof and certain limited exemptions under applicable securities legislation and regulatory instruments.

(K)       The Placee warrants, if a company, that it is a valid and subsisting company and has all the necessary corporate capacity and authority to execute its obligations in connection with the Placing.

(L)       Where it is acquiring Placing Shares for one or more managed accounts, the Placee represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any Confirmation Letter relating to the Placing in the form provided by Liberum.

(M)      The Placee undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement and the Confirmation Letter on the relevant due time and date and it has obtained all necessary consents and authorities to enable it to give its commitment so to subscribe, failing which the relevant Placing Shares may be placed with other placees or sold as Liberum may in its sole discretion determine and without liability to such Placee.

(N)       The Placee agrees that the exercise by Liberum of any right of termination or any right of waiver exercisable by Liberum contained in the Placing Agreement or the exercise of any discretion under this Announcement including without limitation the right of either of Liberum or the Company (or its directors or shareholders) not to enter into the Placing Agreement is within the absolute discretion of Liberum or the Company (or its directors or shareholders) as appropriate and neither Liberum nor the Company (nor its directors or shareholders) will have any liability to the Placee whatsoever in connection with any decision to exercise or not exercise any such rights. The Placee acknowledges that if (a) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived) or (b) the Placing Agreement is terminated or (c) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and the Placee's rights and obligations hereunder shall cease and determine at such time and no claim shall be made by it in respect thereof.

(O)       The Placee acknowledges and agrees that Liberum does not act for it, and that it does not expect Liberum to have any duties or responsibilities towards it for providing the protections afforded to its customers or clients under the Financial Services Authority Conduct of Business Source Book, or advising it with regard to the Placing and that it is not, and will not be, for the purposes of the Placing, a customer or client of Liberum as defined by the Financial Services Authority Conduct of Business Source Book. Likewise any payment received from the Placee in respect of the Placing will not be treated as client money governed by the Financial Services Authority Conduct of Business Source Book.

(P)       The Placee acknowledges that it is responsible for obtaining any legal and tax advice that it deems necessary for the execution, delivery and performance of its obligations in applying for Placing Shares, and that it is not relying on the Company or Liberum to provide any legal or tax advice to it.

(Q)       The Placee acknowledges and agrees that the oral confirmation of its allocation given by Liberum following the close of the Bookbuild is a legally binding contract and the terms and conditions of the Placing will be governed by, and construed in accordance with, the laws of England and the Placee irrevocably agrees to submit to the exclusive jurisdiction of the English courts.

(R)       The Placee acknowledges and agrees that time shall be of the essence as regards its obligations pursuant to the Placing.

(S)        The Placee acknowledges and agrees that no person receiving a copy of this Announcement in any territory (other than the United Kingdom and only in certain circumstances) may treat it as constituting an offer or invitation to him to apply for Placing Shares nor should he in any event apply for Placing Shares, unless such an invitation or purchase complies with any registration or other legal or regulatory requirements in the relevant territory. The Placee further acknowledges that it is the responsibility of any person outside the United Kingdom wishing to apply for Placing Shares to satisfy himself that, in doing so, he complies with the laws of any relevant territory in connection with such application and that he obtains any requisite governmental or other consents and observes any other applicable formalities and that in offering the Placing Shares to the Placee neither the Company nor Liberum will violate any laws or regulations in any jurisdiction in which the Placee is considered to be resident or domiciled.

(T)        The Placee acknowledges and agrees that this Announcement does not constitute an offer to sell, or the solicitation of an offer to buy, Placing Shares in any jurisdiction in which such an offer or solicitation is unlawful nor will it be distributed in or into the United States of America, Canada, Japan, Australia or the Republic of South Africa, except in transactions exempt from or not subject to the registration or other requirements of those countries' respective securities legislation.

(U)        The Placee acknowledges, represents and agrees with the Company and the Sole Placing Agent as follows (a) the Placee is aware 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; (b) unless the Placee is making the representations set forth in (I) through (VIII) below, the Placee is not a U.S. Person and is acquiring the Placing Shares in an offshore transaction meeting the requirements of Regulation S; and (c) the Placee will not offer, sell, pledge or transfer any Placing Shares, except in accordance with the Securities Act and any applicable laws of any state of the United States and any other jurisdiction.

(V)        Each subscriber of Placing Shares who is in the United States or is a U.S. Person (as defined in Rule 902 under the Securities Act) will be deemed to have acknowledged, represented to and agreed with the Company and the Sole Placing Agent as follows:

(I)      the Placee (1) is acquiring the Placing Shares in an offshore transaction that meets the requirements of Regulation S or (2)(x) is an IAI (who is also a QIB); (y) is acquiring the Placing Shares for its own account or the account of an IAI (who is also a QIB); and (z) is aware, and each beneficial owner of such Placing Shares has been advised, that the issue or sale to it is being made in reliance on an exemption from the registration requirements of the Securities Act;

(II)      for so long as any of the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, it shall not resell or otherwise transfer any of the Placing Shares except (1) to the Company or any of its affiliates; (2) in an offshore transaction in accordance with Regulation S; (3) inside the United States in accordance with Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Placing Shares for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or pursuant to another available exemption from registration under the Securities Act; or (4) pursuant to an effective registration under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States;

(III)    it understands that no representation has been, or will be, made by the Company as to the availability of Rule 144 under the Securities Act or any other exemption under the Securities Act or any state securities laws for the reoffer, pledge or transfer of the Placing Shares;

(IV)    it agrees that it will give to each person to whom it transfers the Placing Shares notice of any restrictions on transfer of the Placing Shares;

(V)     it understands that its certificated Placing Shares (if any) will bear a legend substantially to the following effect, until the expiration of the applicable holding period with respect to the Placing Shares set forth in Rule 144 under the Securities Act:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS.  THE HOLDER HEREBY, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF NCONDEZI COAL COMPANY LIMITED THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO NCONDEZI COAL COMPANY LIMITED AND ITS AFFILIATES, (B) OUTSIDE THE UNITED STATES TO NON U.S. PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE FOREIGN LAWS (C) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBs WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THAT COVERS RESALES OF SECURITIES. THE HOLDER FURTHER AGREES THAT THE ORDINARY SHARES ARE ''RESTRICTED SECURITIES'' WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT AND THAT IT WILL NOT DEPOSIT SUCH SECURITIES INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES OF NCONDEZI COAL COMPANY LIMITED ESTABLISHED OR MAINTAINED BY A DEPOSITARY PLACING AGENT."

 (VI)    it acknowledges that the Placing Shares (whether in physical, certificated form or in uncertificated form held in CREST) are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, are being offered and sold in a transaction not involving any public offering in the United States within the meaning of the Securities Act and that no representation is made as to the availability of the exemption provided by Rule 144 for resales of Placing Shares. The acquirer understands that the Placing Shares may not be deposited into any unrestricted depositary receipt facility in respect of Placing Shares established or maintained by a depositary;

(VII)      it understands that any offer, sale, pledge or other transfer of the Placing Shares made other than in compliance with above-mentioned restrictions may not be recognised by the Company; and

(VIII)     it acknowledges that the Company may, presently or in the future, be treated as a "passive foreign investment company" ("PFIC") for US federal income tax purposes and that you have consulted with your own tax advisers regarding the US federal income tax consequences of an investment in a PFIC.

(W)       Each subscriber of Placing Shares will be deemed to acknowledge that the Company, the Placing Agent and their Affiliates and others will rely upon the truth and accuracy of the foregoing representations and agreements and agrees that if any of the representations or agreements deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify the Sole Placing Agent and the initial subscribers. If it is acquiring Placing Shares as a fiduciary or agent for one or more investor account, it represents that it has sole investment decision with respect to each account and it has full power to make the foregoing representations and agreements on behalf of each account.

(X)        The Placee acknowledges that:

(i)         the Placing Shares have not been and will not be registered under the U.S. Securities Act or under the securities law of any state or other jurisdiction of the United States of America, or the relevant securities legislation of Canada, Japan, Australia or the Republic of South Africa. The Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States of America, Canada, Japan, Australia or the Republic of South Africa or their respective territories and possessions, except pursuant to an exemption from, or in a transaction not subject to, the relevant securities legislation;

(ii)         until 40 days after the commencement of the Placing, an offer or sale of the Placing Shares into or within the United States by a dealer, whether or not such dealer is participating in this offering, may violate the registration and prospectus delivery requirements of the Securities Act if such offer or sale is not made in accordance with Rule 144A under the Securities Act;

(iii)        the Placee has not, its affiliates (as defined in Rule 405 under the U.S. Securities Act) have not, and any persons acting on its or their behalf have not engaged and will not engage in any directed selling efforts (as defined in Regulation S) with respect to the Placing Shares; and

(iv)        the Placee has not, and its affiliates (as defined in Rule 501(b) under the US Securities Act) have not, and any person acting on its or their behalf have not engaged and will not engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the U.S. Securities Act), including advertisements, articles, research reports, notices or other communications published in any newspaper, magazine, on a website or in or on any similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising in connection with any offer or sale of the Placing Shares.

(Y)       The Placee warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with its application for Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Liberum, or the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any territory in connection with the Placing.

(Z)        The Placee warrants that, in applying for Placing Shares, it is not applying for registration as, or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to 72 inclusive and sections 93 to 97 inclusive of the Finance Act 1986.

(AA)     The Placee warrants that it has not offered to sell and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the UK except to persons whose ordinary activities involve them holding, managing or disposing of investments for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom (within the meaning of section 102B of FSMA).

(BB)     The Placee confirms that, to the extent applicable to it, it is aware of its obligations in connection with the UK Criminal Justice Act 1993, the Terrorism Act 2000, the Proceeds of Crime Act 2002, the Anti-Terrorism Crime and Security Act 2001, Part VIII of the FSMA, (and any order or guidance issued thereunder) (together the "Regulations"), it has identified its clients in accordance with the Money Laundering Regulations 2007 and it has complied fully with its obligations pursuant to the Regulations.

(CC)     The Placee represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.

(DD)     The Placee acknowledges that it will be bound by the terms of the memorandum and articles of association of the Company in force immediately following Admission.

(EE)     The Placee represents and warrants that as far as it is aware it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other person in relation to the Company.

(FF)      All times and dates in this Announcement may be subject to amendment and Liberum shall notify the Placee of any such amendments.

(GG)     The Placee acknowledges that in applying for Placing Shares it will be providing personal information to the Company and the Company's share registry. The Company is permitted to collect, hold and use that information to assess the Placee's application for Placing Shares, service the Placee's needs as a shareholder, facilitate distribution of payments and make corporate communications to it as a shareholder. The information may be disclosed if required by law or by any applicable rules or regulations including those of the London Stock Exchange. The Placee may access, correct and update its personal information by contacting the Company.

(HH)     The Placee acknowledges that the Company, Liberum and their respective Affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties.

The rights and remedies of Liberum, the Company and/or their respective Affiliates under this Announcement are in addition to any rights and remedies that would otherwise be available to them and the exercise or partial exercise of one will not prevent the exercise of others nor shall any delay in exercising or failure to exercise any such right or remedy operate as a waiver of such right or remedy. These representations, warranties, acknowledgements and agreements set out above will survive completion of the Placing. The terms of this Announcement shall not be enforceable by any third party by virtue of the Contracts (Rights of Third Parties) Act 1999.

 

END

 

 

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