Gediktepe Ore Treatment Project & Fundraise
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE OR SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION 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 THE PURPOSES OF ASSIMILATED REGULATION (EU) NO 596/2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
11 November 2025
ACG METALS LIMITED
("ACG" or the "Company")
Gediktepe Enriched Ore Treatment Project & Proposed Fundraise
ACG Metals Limited (LSE:ACG, ACGW) today announces the completion of a scoping level study to treat existing enriched ore at the Company's Gediktepe mine in Türkiye (the "Enriched Ore Treatment Project"). This will involve the construction of a new comminution and Sulphidisation, Acidification, Recycling, and Thickening ("SART") plant that will process existing stockpiles and enriched ore, both of which would otherwise be classified as waste, to produce gold, silver, copper and zinc. The Enriched Ore Treatment Project is expected to produce an additional 57kt CuEq, over 2026-2030 with no impact on the existing oxide plant or construction stage sulphide plant.
Highlights
· The Enriched Ore Treatment Project is expected to deliver attractive economics and at a low capital cost to the Company. Key expected financial metrics of Phase 1 and Phase 2 of the Enriched Ore Treatment Project from the internal scoping-level study include[1]:
o Estimated to generate a total revenue of US$562 million, total EBITDA of US$465 million, and total free cash flow of US$317 million over the life of the project
o Deliver production of 57kt of copper equivalent (29kt copper, 71koz gold, 1,894koz silver and 7kt zinc) through the life of the project
o After-tax NPV8% of US$212 million and an IRR of 185% at consensus pricing
o Estimated development capital cost of US$39 million resulting in an NPV/ development capex ratio of 5.4x
· The Enriched Ore Treatment Project is expected to be a two-phase project starting with Phase 1, which will process stockpiled ore from the original construction of the mine to produce gold and silver, targeting commercial production in Q4 2026 for immediate cash flow. Phase 2 will follow later, processing enriched ore to expand production to include copper and zinc, with commercial operations targeted by Q1 2029
· The Company has begun the permitting process for the Enriched Ore Treatment Project and it is currently expected that it will be received in 2026
· While the Company has sufficient internal cash resources to fully fund the Enriched Ore Treatment Project, the Company is today launching a capital raise to give new and existing institutional and retail investors an opportunity to participate in the next stage of the Company's growth trajectory and to improve liquidity in the Company
· The Company intends to raise gross proceeds of up to approximately US$15.5 million (equivalent to approximately £11.8 million)[2] through a non-pre-emptive placing and a separate retail offer of new class A ordinary shares in the Company ("Ordinary Shares") at an issue price (the "Issue Price") of £10.80 per new Ordinary Share (together, the "Fundraise") to part-fund the Enriched Ore Treatment Project
· The Fundraise will consist of:
o a placing of new Ordinary Shares (the "Placing Shares") with new and existing institutional investors to raise gross proceeds of approximately US$15.0 million (approximately £11.4 million) (the "Placing"); and
o a retail offer through Retail Book Limited ("RetailBook") for new Ordinary Shares (the "Retail Offer Shares" and, together with the Placing Shares, the "Offer Shares") to raise gross proceeds of approximately US$0.5 million (approximately £0.4 million) (the "Retail Offer")
· The Issue Price of £10.80 per Offer Share represents a discount of approximately 6.1 per cent. to the closing price of £11.50 per existing Ordinary Share on 10 November 2025 (the latest practicable date prior to this announcement)
· The Issue Price of £10.80 per Offer Share represents a premium of approximately 0.4 per cent. to the volume-weighted average price of £10.76 per existing Ordinary Share for the 10-day period ended 10 November 2025
· The net proceeds from the Fundraise will part fund Phase 1 (as defined below) development capex and be utilised, alongside internal cash resources, to fully fund the US$39 million Enriched Ore Treatment Project development capex
Artem Volynets, Chairman and Chief Executive Officer of the Company, commented:
"ACG continues to deliver strong operational improvements, with the Enriched Ore Treatment Project representing one of our most significant advancements. This project, which enables the processing of material previously considered waste, showcases the ACG team's exceptional technical capabilities. With a relatively small investment, we plan to achieve outstanding financial returns - generating free cash flow eight times the development capex required and adding more than $200m to the company's NAV.
We are happy to share this massive value creation with new investors who align with our vision of building a leading copper producer."
Background to and reasons for the Fundraise
Since the acquisition of the Gediktepe mine in September 2024, the Company has made strong operational progress both in terms of its organic development plans and its existing operations.
On 4 November 2024, the Company announced the Sulphide Expansion Project which will facilitate the mining and processing of sulphide ore in addition to the oxide ore currently being mined and processed at the Gediktepe mine. The processing of sulphide ore enables the Company to transition into a long-life, low-cost copper producer. The Company has made good progress in respect of the project which remains well within its scheduled budget and milestones, with 58% of engineering design and draft, 56% of procurement and 27% of process plant construction completed. The project is expected to reach full commercial production by the end of H1 2026.
Additionally, the Company has streamlined its existing operations at the Gediktepe mine and, on 15 July 2025, announced an upgrade in production guidance for FY2025 from 30-33koz to 36-38koz AuEq, driven by strong operational improvements, including higher gold and silver recoveries. The Company has also shown disciplined cost management with AISC currently remaining within guidance at US$1,131/oz AuEq.
The Enriched Ore Treatment Project
The Company's technical team has worked on a low-risk and low-cost plan to unlock value from the estimated 3.3 million tonnes of previously mined stockpiled ore and un-mined enriched ore that was marked as waste in the original mine plan. The Enriched Ore Treatment Project will use a proven technological solution to unlock this value. Through the SART process, cyanide is regenerated, enabling high-yield recovery of base and precious metals from complex ores unsuitable for flotation.
SART is a proven and reliable technology with the first commercial plant commissioned in 2007 to recover gold from copper enriched ores. The process has successfully added additional metal production streams, lowered costs and improved recoveries at those operations. There are over a dozen SART plants currently operating globally, operated by some of the largest mining companies in the world including Newmont Corporation at Yanacocha and Torex Gold Resources Inc. at El Limón Guajes.
The Company has begun the process of permitting the Enriched Ore Treatment Project and it is expected that full permitting will be received in 2026. The project consists of two phases. In the first phase, stockpiled ore will be processed to produce gold and silver for immediate cashflow, with commercial production targeted in Q4 2026 ("Phase 1"). In the second phase, enriched ore will be processed to produce gold, silver, copper and zinc with first production targeted in Q4 2028 and commercial production by Q1 2029 ("Phase 2"). The Company has begun certain engineering and permitting workstreams which are required to be completed prior to the commencement of Phase 1.
Expected Enriched Ore Treatment Project Economics[3]
|
US$ Million |
2025 |
2026 |
2027 |
2028 |
2029 |
2030 |
|
Revenue |
- |
11 |
63 |
84 |
202 |
202 |
|
EBITDA |
- |
8 |
50 |
68 |
170 |
169 |
|
Free Cash Flow |
(2) |
(19) |
35 |
46 |
128 |
129 |
|
Cumulative Free Cash Flow |
(2) |
(21) |
14 |
60 |
188 |
317 |
|
Capex[4] |
2 |
27 |
4 |
7 |
1 |
0 |
|
Copper Equivalent Production (kt Cu Eq) |
0 |
1.1 |
6.3 |
8.4 |
20.5 |
20.5 |
NPV & IRR Sensitivity2
|
|
|
|
Commodity Price Change1 |
||||
|
|
|
|
(20%) |
(10%) |
--% |
10% |
20% |
|
NPV (US$ Million) |
Discount Rate |
10% |
138 |
165 |
192 |
219 |
246 |
|
9% |
145 |
174 |
202 |
230 |
258 |
||
|
8% |
153 |
182 |
212 |
241 |
271 |
||
|
|
|
|
|
|
|
|
|
|
IRR (%) |
|
|
142% |
163% |
185% |
207% |
229% |
Consensus Pricing[5]
|
|
2025E |
2026E |
2027E |
2028E |
Long-term |
|
Gold Price (USD /oz) |
$3,165 |
$3,234 |
$3,087 |
$2,991 |
$2,886 |
|
Silver Price (USD /oz) |
$33.95 |
$34.77 |
$33.81 |
$32.90 |
$32.09 |
|
Copper Price (USD /lb) |
$4.37 |
$4.47 |
$4.56 |
$4.70 |
$4.76 |
|
Zinc Price (USD /lb) |
$1.22 |
$1.25 |
$1.26 |
$1.24 |
$1.22 |
Use of Proceeds
The Enriched Ore Treatment Project has an expected development capital expenditure of US$39 million, with Phase 1 estimated to cost US$29 million[6] and Phase 2 expected to cost US$10 million. The net proceeds from the Fundraise will be utilised to part-fund Phase 1 of the Enriched Ore Treatment Project, alongside internal cash resources. The Company intends to fund Phase 2 entirely using its internal cash resources.
Details of the Fundraise
The Placing will be conducted through an accelerated bookbuild which will be launched immediately following this Announcement and will be made available to new and existing eligible institutional investors (the "Bookbuild"). Stifel Nicolaus Europe Limited ("Stifel"), Canaccord Genuity Limited ("Canaccord") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") are acting as joint bookrunners (the "Joint Bookrunners") in respect of the Placing. The Joint Bookrunners may close the Bookbuild at any time thereafter.
The directors value the Company's retail investor base and believe that it is appropriate to provide retail investors with an opportunity to participate in the Fundraise alongside institutional investors. Therefore, concurrently with the Placing, there will be a separate offer by the Company on the RetailBook platform of Retail Offer Shares at the Issue Price to raise gross proceeds of approximately US$0.5 million (approximately £0.4 million) to provide retail investors in the UK only with an opportunity to participate in the Fundraise. The Retail Offer is not made subject to the terms and conditions of the Placing set out in Appendix 1 to this Announcement, and instead a separate announcement will be made shortly regarding the Retail Offer and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing and is the sole responsibility of the Company. The Joint Bookrunners have no responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) in relation to the same. The Placing is not conditional on the Retail Offer. There can be no guarantee that the Retail Offer will be fully subscribed. The Retail Offer is conditional on, but is not part of, the Placing.
The Retail Offer is expected to close at 4:45 p.m. (London time) on 12 November 2025, but may be closed earlier or later at the discretion of the Company. The results of the Retail Offer will be announced as soon as practicable following the close of the Retail Offer.
Together, the total number of Offer Shares is not expected to exceed 5.0 per cent. of the number of current issued Ordinary Shares.
The timing of the close of the Bookbuild as well as allocation of the Placing Shares are at the discretion of the Joint Bookrunners and the Company. The results of the Placing will be announced as soon as practicable following the close of the Bookbuild.
The Joint Bookrunners have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Joint Bookrunners as agents, for and on behalf of, the Company has agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing is subject to the terms and conditions set out in Appendix 1 to this Announcement.
The Offer Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing issued 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 Admission (as defined below).
Applications will be made for the Offer Shares to be admitted to listing in the equity shares (transition) category 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 ("London Stock Exchange") (together, "Admission"). It is anticipated that Admission will become effective, and that dealings in the Offer Shares will commence, at 8.00 a.m. (London time) on 14 November 2025. The Fundraise is conditional upon, among other things: (i) the Placing Agreement not being terminated in accordance with its terms; and (ii) Admission becoming effective by 8.00 a.m. (London time) on 14 November 2025 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. (London time) on 21 November 2025).
Appendix 1 to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing. By choosing to participate in the Placing and by making an oral or written and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, agreements, confirmations, acknowledgements and undertakings contained in the Appendix.
Grant of Options
In line with the terms set out in the Re-Admission Prospectus dated 7 August 2024, the Company:
1. on 19 December 2024 granted 58,332 options over Ordinary Shares under the ACG Equity Incentive Plan ("EIP") to Damien Coles, the Chief Legal Officer; and
2. has agreed to grant Peter Carter (or a personal services company acting on his behalf) a share award under the EIP in the form of an option over 66,666 Ordinary Shares.
Further on 15 February 2025, the Company granted Impact Investments LLC, which Michael Pompeo is an Executive Chairman and 50 per cent. shareholder, and with whom the Company has a strategic partnership, options over 216,592 Ordinary Shares.
The options vest equally in three tranches on 16 October 2025, 16 October 2026 and 16 October 2027and are subject to certain conditions.
- ENDS -
The person responsible for the release of this information on behalf of the Company is Artem Volynets, Chairman & Chief Executive Officer.
For further information please contact:
Palatine
Communications Advisor
Conal Walsh / James Gilheany / Kelsey Traynor / Richard Seed
Berenberg
Joint Broker and Joint Bookrunner
Jennifer Lee / Patrick Dolaghan / Ivan Briechle Sanz
+44 (0) 20 3207 7800
Canaccord
Joint Broker and Joint Bookrunner
James Asensio / Charlie Hammond / Sam Lucas
+ 44 (0) 20 7523 8000
Stifel
Joint Broker and Joint Bookrunner
Ashton Clanfield / Varun Talwar
+44 (0) 20 7710 7600
About the Company
ACG Metals is a company with a vision to consolidate the copper industry through a series of roll-up acquisitions, with best-in-class ESG and carbon footprint characteristics.
In September 2024, ACG successfully completed the acquisition of the Gediktepe Mine which is expected to transition to primary copper and zinc production from 2026 and will target annual steady-state copper equivalent production of 20-25 kt. Gediktepe sold 57koz of AuEq in 2024.
ACG's team has extensive M&A experience built through decades spent at blue-chip multinationals in the sector. The team brings a significant network as well as a commitment to ESG principles and strong corporate governance.
LON: ACG | OTCQX: ACGAF | LON:ACGW | Xetra: ACG | Bond ISIN: NO0013414565
For more information about ACG, please visit: www.acgmetals.com
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, REPUBLIC OF SOUTH AFRICA, SINGAPORE OR SWITZERLAND 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 or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Hong Kong, Japan, the Republic of South Africa, Singapore or Switzerland or any other jurisdiction in which the same would be unlawful or to any person to whom it is unlawful to make such offer or solicitation. No public offering of the Placing Shares is being made in any such jurisdiction.
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By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the Terms and Conditions contained in Appendix 1 to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the results, financial condition, performance, developments or achievements of the Company and its subsidiaries. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts are inherently predictive, speculative and involve risks and uncertainties and assumptions that could cause actual results, financial condition, performance, developments or achievements to differ materially from those expressed or implied by these forward-looking statements and forecasts. Many of these risks, uncertainties and assumptions relate to factors that are beyond the Company's ability to control, predict or estimate precisely. No representation or warranty is made, and no responsibility or liability is accepted, as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. Each of the Company, the Joint Bookrunners, their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.
Some of the financial performance measures used in this Announcement are non-IFRS financial measures, including "free cash flow". These measures are presented as they are considered to provide useful information to assist with an evaluation of the Company's underlying performance. Since the non-IFRS performance measures listed herein do not have any standardised definition prescribed by IFRS, they may not be comparable to similar measures presented by other companies. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
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In connection with the Placing, each Joint Bookrunner and any of its Affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, any Joint Bookrunner and any of its Affiliates acting in such capacity. In addition, any Joint Bookrunner and any of its Affiliates may enter into financing arrangements (including swaps) with investors in connection with which that Joint Bookrunner and any of its Affiliates may from time to time acquire, hold or dispose of shares. No Joint Bookrunner intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation or the EU 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, does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
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This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT, SUBJECT TO CERTAIN EXCEPTIONS, FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO PERSONS IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE OR SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT AND/OR AN OFFER TO ISSUE OR SELL, OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR, THE PLACING SHARES IS UNLAWFUL (EACH A "RESTRICTED TERRITORY").
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF ASSIMILATED REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION"), WHO ARE ALSO: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS ONLY AVAILABLE TO RELEVANT PERSONS AND WILL ONLY BE ENGAGED IN WITH RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY SUCH ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE OR FORM PART OF AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION INCLUDING, WITHOUT LIMITATION, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW). THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING IS BEING MADE (A) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A OF THE SECURITIES ACT PURSUANT TO EXEMPTIONS FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE PLACING HAS NOT BEEN APPROVED OR DISAPPROVED AND WILL NOT BE APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES 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 A CRIMINAL OFFENCE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED BY THIS ANNOUNCEMENT AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
NOTICE TO SWISS INVESTORS
THE PLACING SHARES MAY NOT BE PUBLICLY OFFERED, DIRECTLY OR INDIRECTLY, IN SWITZERLAND WITHIN THE MEANING OF THE SWISS FINANCIAL SERVICES ACT ("FINSA") AND NO APPLICATION HAS OR WILL BE MADE TO ADMIT THE PLACING SHARES TO TRADING ON ANY TRADING VENUE (EXCHANGE OR MULTILATERAL TRADING FACILITY) IN SWITZERLAND. NEITHER THIS ANNOUNCEMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE PLACING SHARES CONSTITUTES A PROSPECTUS PURSUANT TO THE FINSA, AND NEITHER THIS ANNOUNCEMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE PLACING SHARES MAY BE PUBLICLY DISTRIBUTED OR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND. THE OFFERING OF THE PLACING SHARES IN SWITZERLAND IS EXEMPT FROM THE REQUIREMENT TO PREPARE AND PUBLISH A PROSPECTUS UNDER THE FINSA BECAUSE SUCH OFFERING IS MADE TO PROFESSIONAL CLIENTS WITHIN THE MEANING OF THE FINSA ONLY.
Defined terms used in this Appendix 1 are set out in Appendix 2.
The release, publication or distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Canaccord Genuity Limited ("Canaccord"), Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") or Stifel Nicolaus Europe Limited ("Stifel" and, together with Canaccord and Berenberg, the "Joint Bookrunners") or any of their respective Affiliates or any of its or their respective agents, directors, officers or employees (collectively "Representatives") which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement may come are required by the Company and the Joint Bookrunners to inform themselves about and to observe any restrictions on transfer of this Announcement.
All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable, from the requirement to produce a prospectus.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them as to or in relation to, the accuracy, completeness or sufficiency of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
Each Joint Bookrunner is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
None of the Company nor any Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them makes any representation or warranty, express or implied, to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult with its own advisers as to legal, tax, business, financial and related aspects of an investment in the Placing Shares.
Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees") will (i) be deemed to have read and understood this Announcement in its entirety; and (ii) be participating and making such offer and subscribing for Placing Shares on the terms and conditions contained in this Appendix (the "Terms and Conditions"), including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, undertakings, agreements, acknowledgments, confirmations and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:
1. it is a Relevant Person and that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. if it is in a member state of the EEA, it is a Qualified Investor;
3. if it is in the United Kingdom, it is a UK Qualified Investor;
4. if it is in Switzerland, it is a professional client as defined by Art. 4 (3) and (4) of FinSA, to the exclusion of high-net worth retail clients and private investment structures created for them who have expressly declared that they wish to be treated as professional clients pursuant to Art. 5(1) of FinSA;
5. it is subscribing for Placing Shares for its own account or is subscribing for 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, undertakings, agreements, acknowledgments and indemnities contained in this Appendix;
6. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or Article 5(1) of the UK Prospectus Regulation (as applicable), it understands the resale and transfer restrictions set out in this Appendix and 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 circumstances which may give rise to an offer of securities to the public other than an offer or sale in a member state of the EEA other than to Qualified Investors, or persons in the United Kingdom other than to UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to each proposed offer or resale; and
7. it is and, at the time the Placing Shares are subscribed for, will be, (i) (a) outside the United States within the meaning of Regulation S under the Securities Act ("Regulation S"); (b) subscribing for the Placing Shares in an "offshore transaction" as defined in, and pursuant to, Regulation S acknowledging that the Placing Shares were not offered to it by means of any "directed selling efforts" as such term is defined in Regulation S; and (c) purchasing the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and that it (and any such account) is located outside the United States or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-US beneficial owners (other than an estate or trust), in reliance upon Regulation S; or (ii) (a) a "qualified institutional buyer" as defined in Rule 144A of the Securities Act (a "QIB") that has executed and delivered, or will execute and deliver, a US Investor Letter; (b) representing and agreeing that any Placing Shares it acquires will be for its own account (or for the account of a QIB for which it exercises sole investment discretion) for investment purposes and not with a view to resale or distribution within the meaning of the US securities law; and (c) subscribing for the Placing Shares pursuant to an exemption from the registration requirements of the Securities Act, acknowledging that the Placing Shares have not been, and will not be, registered under the Securities Act or with any state or other jurisdiction of the United States and that the Placing Shares have not been offered to it by means of any "general solicitation" or "general advertising" within the meaning of Regulation D under the Securities Act ("Regulation D") or by means of any "directed selling efforts" as such term is defined in Regulation S;
8. if it is in Canada, it is (i) a resident of British Columbia, Ontario or Quebec; (ii) an "accredited investors" within the meaning of National Instrument 45-106 - Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario) and a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations; and (iii) has executed and delivered, or will execute and deliver, a Canadian Investor Letter;
9. if it is in Hong Kong, it is (i) a "professional investor" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO; or (ii) securities may be offered to it in other circumstances without a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the "C(WUMP)O") or which do not constitute an offer to the public within the meaning of the C(WUMP)O;
10. if it is in Singapore, it is (i) an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore (the "SFA")) acquiring the Placing Shares pursuant to Section 274 of the SFA; or (ii) an accredited investor (as defined in Section 4A of the SFA); and
11. the Company and the Joint Bookrunners will rely upon the truth and accuracy of, and compliance with, the foregoing representations, warranties, undertakings, agreements and acknowledgements in addition to those described elsewhere in this Appendix.
Bookbuild
Following this Announcement, the Joint Bookrunners will commence the Bookbuild to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect.
The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Details of the Placing Agreement and of the Placing Shares
The Joint Bookrunners are acting as joint global coordinators and joint bookrunners in connection with the Placing. The Joint Bookrunners are not acting for the Company with respect to the Retail Offer.
The Joint Bookrunners have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, each Joint Bookrunner has severally (and not jointly nor jointly and severally) agreed, each as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares in such number and at 1080 pence per Placing Share (the "Issue Price"). The timing and closing of the book and allocations are at the discretion of the Company and the Joint Bookrunners. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild. The Fundraise is not underwritten.
The total number of shares to be issued pursuant to the Fundraise is not expected to exceed 1,091,520 Ordinary Shares, representing approximately 5.0 per cent. of the Company's existing issued Ordinary Shares. The Company reserves the right (upon agreement with the Joint Bookrunners) to increase (or seek to reduce) the amount to be raised pursuant to the Placing.
The Offer Shares will, when issued, 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, made or paid in respect of the Ordinary Shares after the date of issue. The Offer Shares will be issued free of any encumbrances, liens or other security interests.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority (the "FCA") for admission of the Offer Shares to listing in the equity shares (transition) category of the Official List of the FCA (the "Official List") and to London Stock Exchange plc (the "London Stock Exchange") for admission of the Offer Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective at 8.00 a.m. (London time) on 14 November 2025 or such later time and date (being not later than 8.00 a.m. (London time) on 21 November 2025) as the Joint Bookrunners and the Company may agree.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally (and not jointly nor jointly and severally) as agents for and on behalf of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by a Joint Bookrunner. Any Joint Bookrunner and its Affiliates are entitled to enter bids in the Bookbuild as principal.
3. The results of the Placing will be announced on a Regulatory Information Service following the completion of the Bookbuild (the "Placing Results Announcement").
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing (which can include email) to their usual sales contact at any of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by 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 and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the relevant Joint Bookrunner, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay it (or as it may direct), as agent of the Company, in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares that such Placee has agreed to subscribe for. Each Placee's obligations will be owed to the Company and the relevant Joint Bookrunner. The Company shall, conditional on Admission, allot such Placing Shares to each Placee following each Placee's payment to the relevant Joint Bookrunner of such amount.
6. The Bookbuild is expected to close no later than 7.00 a.m. (London time) on 12 November 2025, but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners 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 Company and the Joint Bookrunners and will be confirmed to prospective Placees orally or in writing (which can include email) by the relevant Joint Bookrunner, as agent of the Company, following the close of the Bookbuild and an electronic contract note or trade confirmation will be dispatched as soon as possible thereafter. Subject to paragraph 5 above, the relevant Joint Bookrunner's oral or written confirmation to such prospective Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Joint Bookrunner and the Company, under which such Placee agrees to subscribe for the number of Placing Shares allocated to it and to pay the Issue Price for each such Placing Share on the Terms and Conditions and in accordance with the Company's constitutional documents and each Placee will be deemed to have read and understood this Announcement (including the Appendices) in its entirety.
8. Subject to paragraphs 4 and 7 above, the Company will agree with the Joint Bookrunners the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as it may determine. Notwithstanding paragraphs 4 and 7 above, Placing Shares may be allocated (i) after the Bookbuild has closed to any person submitting a bid after that time; and (ii) after the time of any initial allocation to any person submitting a bid after that time. The acceptance of bids shall be at the absolute discretion of the Joint Bookrunners, subject to the prior consent of the Company.
9. Except as required by law or regulation, no press release or other announcement will be made by any Joint Bookrunner 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.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
11. 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 "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Joint Bookrunner.
13. To the fullest extent permissible by law, no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the Placing, the Placing Shares or otherwise. In particular, no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as each of the Joint Bookrunners, its Affiliates 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 Joint Bookrunners under the Placing Agreement are conditional on certain conditions, including (but not limited to):
(a) the Placing Terms having been executed by the Company and Joint Bookrunners;
(b) the publication by the Company of the Placing Results Announcement through a Regulatory Information Service as soon as reasonably practicable following the execution of the Placing Terms;
(c) in the good faith opinion of the Joint Bookrunners (acting jointly), the Company not being in breach of any of its obligations and undertakings under the Placing Agreement which fall to be performed or satisfied prior to Admission;
(d) in the good faith opinion of the Joint Bookrunners (acting jointly), each of the representations and warranties given by the Company contained in the Placing Agreement being true, accurate and not misleading: (i) as at on the date of the Placing Agreement; (ii) as at the time of execution of the Placing Terms; and (iii) as at and on Admission, in each case, as though they had been given and made at such times and on such dates by reference to the facts and circumstances then existing;
(e) there not having occurred, in the good faith opinion of the Joint Bookrunners (acting jointly), a Material Adverse Change at any time since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement) and prior to Admission;
(f) the Company allotting, subject only to Admission, (i) the Placing Shares in accordance with the terms of the Placing Agreement; and (ii) the Retail Offer Shares in accordance with the Retail Offer Engagement Letter; and
(g) Admission occurring by 8.00 a.m. (London time), on 14 November 2025 (or such later time and/or date as the Company and the Joint Bookrunners may agree in writing, being not later than 21 November 2025).
(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "Conditions").
If (i) any of the Conditions is not fulfilled or, where permitted, waived or extended by the Joint Bookrunners by the relevant time or date specified (or such later time and/or date the Joint Bookrunners and the Company may agree, being not later than 8.00 a.m. (London time) on 21 November 2025); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse 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 it in respect thereof.
The Joint Bookrunners (acting jointly) may, at their discretion and upon such terms and conditions as they think fit, waive satisfaction of certain of the Conditions (save that Conditions (a), (b), (f)(i) and (g) cannot be waived) or extend the time provided for their satisfaction. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.
No Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision it 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 Joint Bookrunners. Placees will have no rights against the Joint Bookrunners, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
Termination of the Placing Agreement
Each Joint Bookrunner is entitled in its absolute discretion, at any time prior to Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, amongst other things:
(a) any statement contained in any document or announcement issued by or on behalf of the Company in connection with the Fundraise (together, the "Offer Documents") has, in the good faith opinion of any Joint Bookrunner, become untrue, inaccurate or misleading which in the opinion of such Joint Bookrunner acting in good faith is material; or any matter has in the opinion of any Joint Bookrunner acting in good faith arisen or has been discovered, which would, if the Fundraise were made or the Offer Documents issued at that time, constitute, in the opinion of such Joint Bookrunner acting in good faith, a material omission from the Offer Documents, or any of them;
(b) there has been a breach, or an alleged breach, of any of the representations and warranties given by the Company contained in the Placing Agreement and such breach or alleged breach is, in the opinion of any Joint Bookrunner acting in good faith, material;
(c) there has been a breach by the Company of its obligations under the Placing Agreement in any respect and, in the opinion of any Joint Bookrunner acting in good faith, such non-compliance is material;
(d) in the opinion of any Joint Bookrunner (acting in good faith) there has been a Material Adverse Change;
(e) upon the occurrence of certain force majeure events;
(f) any public announcement is made by the Company that would make it, in the judgement of any Joint Bookrunner, impracticable or inadvisable to proceed with the Fundraise or Admission or the marketing and distribution of the Offer Shares; or
(g) either application for Admission is withdrawn or refused by the FCA or the London Stock Exchange or, in the good faith opinion of any Joint Bookrunner, will not be granted.
If circumstances arise that would allow a Joint Bookrunner to terminate the Placing Agreement, it may nevertheless determine to allow Admission to proceed. In addition, if not all the Joint Bookrunners give notice to terminate the Placing Agreement in circumstances where they are able, the Joint Bookrunner(s) who do not give such notice may allow Admission to proceed and will assume the obligations which remain to be performed under the Placing Agreement by the Joint Bookrunner(s) who has given notice to terminate.
By participating in the Placing, each Placee agrees with the Company and the Joint Bookrunners that the exercise or non-exercise by each Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners or for agreement between the Company and the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to, or consult with, Placees and that none of the Company nor any Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or admission document has been or will be prepared or submitted to be approved by any competent authority or stock exchange in any jurisdiction (including the FCA and the London Stock Exchange) in relation to the Placing or Admission.
Placees' commitments will be made solely on the basis of the information contained in this Announcement, and any Exchange Information (as defined below) published by or on behalf of the Company previously or simultaneously with this Announcement, and subject to the further terms set forth in the electronic contract note/trade confirmation to be provided to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company are exclusively the responsibility of the Company and confirms to the Company and each Joint Bookrunner that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company (other than the Exchange Information), any Joint Bookrunner, any of their respective Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them. None of the Company nor any Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, 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 fraud or fraudulent misrepresentation by that person.
Restriction on further issue of securities
The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and the date which is 120 calendar days after the date of Admission, it will not, without the prior written consent of the Joint Bookrunners, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain carve-outs agreed between the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: VGG0056A1030) following Admission will take place within CREST, using the delivery versus payment mechanism, subject to certain exceptions. The Company and the Joint Bookrunners reserve the right to require settlement for, and delivery of, Depositary Interests representing the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent an electronic contract note/trade confirmation in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares to be allocated to it at the Issue Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. It is expected that such electronic contract note/trade confirmation will be despatched on or around 12 November 2025 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner. In the event of any difficulties or delays in the admission of the Depositary Interests representing the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares will be issued in certificated form.
The Company will deliver Depositary Interests representing the Placing Shares to Berenberg in respect of Placees procured by it (CREST Participant ID: 5KQAQ, Member Account ID: 2014350), Canaccord in respect of Placees procured by it (CREST Participant ID: 805, Member Account ID: 2161620) and Stifel in respect of Placees procured by it (CREST Participant ID: 20QAN, Member Account ID: 2304200), in each case, as agent for the Company. The Depositary Interests representing the Placing Shares will be credited to the relevant CREST account by way of a Registrars Adjustment and therefore the Company will not be required to enter any form of receipt instruction into CREST. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Depositary Interests representing Placing Shares to that Placee on a delivery against payment basis.
It is expected that settlement will be on Friday 17 November on a T+2 basis in accordance with the instructions given to the Joint Bookrunners.
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 (2) percentage points above SONIA as determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the Joint Bookrunners 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 shall be required to bear any Transfer Taxes 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 confers on each Joint Bookrunner all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which each Joint Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the electronic contract note/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 UK stamp duty reserve tax. If there are any circumstances in which any other Transfer Taxes are 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), no Joint Bookrunner nor the Company shall be responsible for the payment of such amounts.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any person on behalf of which it is acting) with each Joint Bookrunner (in its capacity as joint bookrunner and as placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that:
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 Placing Shares is subject to and based upon all the terms, conditions, acknowledgement, confirmations, undertakings, representations, warranties, agreements and indemnities and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the EU Prospectus Regulation or the UK Prospectus Regulation and it has not received and will not receive an offering document, prospectus, offering memorandum or admission document in connection with the Bookbuild, the Placing, the Company, Admission, the Placing Shares or otherwise;
3. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Ordinary Shares are admitted to listing in the equity shares (transition) category of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities and that the Company is therefore required to publish certain business and financial information in accordance with the UK Market Abuse Regulation and the rules and practices of the London Stock Exchange and/or the FCA (collectively and together with the information referred to in (i) above, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information, or such information or comparable information concerning any other publicly traded company, in each case, without undue difficulty; and (iii) it has had access to such financial and other information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to subscribe for any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;
4. the content of this Announcement is exclusively the responsibility of the Company and no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them has or shall have any responsibility or liability for any information, representation or statement contained in, or any misstatements in or omission from, 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 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;
5. unless otherwise specifically agreed with the Joint Bookrunners, it and any person on behalf of which it is participating is not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory;
6. the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, that it has received and reviewed all information that it believes is necessary 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 any Joint Bookrunner, the Company, any of their respective Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them and no Joint Bookrunner nor the Company nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, investigation, representation, warranty or statement;
7. it has relied solely on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing and that no Joint Bookrunner nor any of its Affiliates nor any of or its or their respective Representatives nor any person acting on behalf of any of them has 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 this Announcement and the Exchange Information, and each of them expressly disclaims any liability in respect thereof;
8. the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus, offering memorandum or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United Kingdom, the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
9. it has not relied on any information relating to the Company contained in any research reports prepared by any Joint Bookrunner, any of its Affiliates or any person acting on its or their behalf and understands that: (i) no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them has or shall have any responsibility or liability for: (x) public information or any representation; or (y) any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (ii) no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
10. it may not rely on any investigation that any Joint Bookrunner, any of its Affiliates, any of or its or their respective Representatives or any person acting on behalf of any of them may or may not have conducted with respect to the Company and its Affiliates or the Placing and no Joint Bookrunner has made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, any Joint Bookrunner, any of its Affiliates, any of or its or their respective Representatives or any person acting on behalf of any of them for the purposes of this Placing;
11. (i) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); (ii) it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability; and (iii) the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
12. that no action has been or will be taken by the Company, any Joint Bookrunner, any of their respective Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any other Restricted Territory;
13. (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 or will pay 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; (iv) it has not taken any action or omitted to take any action which will or may result in any Joint Bookrunner, the Company, any of their respective Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them acting in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any jurisdiction in connection with the Placing; and (v) the subscription for 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;
14. it (and any person acting on its behalf) 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;
15. it has complied with its obligations under the Criminal Justice Act 1993, the UK Market Abuse Regulation, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Money Laundering Sourcebook of the FCA, the US Foreign Corrupt Practice Act of 1977 and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (together the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the relevant Joint Bookrunner has not received such satisfactory evidence, such Joint Bookrunner may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to such Joint Bookrunner will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
16. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, confirmations, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to the relevant Joint Bookrunner and the Company 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);
17. it is a Relevant Person and undertakes that it will (as principal or agent) subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
18. it understands that any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;
19. if it is in a member state of the EEA, it is a Qualified Investor;
20. if it is in the United Kingdom, it is a UK Qualified Investor;
21. if it is in Switzerland, it is a professional client as defined by Art. 4 (3) and (4) of FinSA, to the exclusion of high-net worth retail clients and private investment structures created for them who have expressly declared that they wish to be treated as professional clients pursuant to Art. 5(1) of FinSA;
22. if it is in Canada, it is (i) a resident of British Columbia, Ontario or Quebec; (ii) an "accredited investors" within the meaning of National Instrument 45-106 - Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario) and a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations; and (iii) has executed and delivered, or will execute and deliver, a Canadian Investor Letter;
23. if it is in Hong Kong, it is (i) a "professional investor" as defined in the SFO and any rules made under the SFO; or (ii) securities may be offered to it in other circumstances without a "prospectus" as defined in the C(WUMP)O or which do not constitute an offer to the public within the meaning of the C(WUMP)O;
24. if it is in Singapore, it is (i) an institutional investor (as defined in Section 4A of the SFA) acquiring the Placing Shares pursuant to Section 274 of the SFA; or (ii) an accredited investor (as defined in Section 4A of the SFA);
25. 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 under the applicable securities laws of any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority; and (ii) 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;
26. the Placing Shares are being offered and sold on behalf of the Company: (i) outside the United States in "offshore transactions" as defined in and pursuant to Regulation S; and (ii) in the United States only to persons reasonably believed to be QIBs (as defined in Rule 144A of the Securities Act) in transactions that are exempt from the registration requirements of the Securities Act;
27. it and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be either: (i) outside the United States within the meaning of Regulation S and subscribing for the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S; or (ii) (a) a QIB that has executed and delivered, or will execute and deliver, a US Investor Letter; and (b) subscribing for the Placing Shares pursuant to an exemption from the registration requirements of the Securities Act;
28. it is acquiring the Placing Shares for investment purposes only if it is a QIB and is not acquiring the Placing Shares with a view to, or for offer and sale in connection with, any distribution (within the meaning of the Securities Act) thereof in whole or in part in the United States or any state thereof;
29. it is not subscribing for any Placing Shares as a result of any general solicitation or general advertising (with the meaning of Rule 502(c) of Regulation D) or any directed selling efforts (within the meaning of Regulation S);
30. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing in or into the United States or any other Restricted Territory (including electronic copies thereof) to any person and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
31. where it is subscribing for the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account and it has full power to make the acknowledgments, confirmations, undertakings, representations and agreements and give the indemnities herein on behalf of each such account;
32. if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;
33. if it is acting as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or Article 5(1) of the UK Prospectus Regulation (as applicable), 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 circumstances which may give rise to an offer of securities to the public other than an offer or sale in a member state of the EEA other than to Qualified Investors, or persons in the United Kingdom other than to UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale;
34. any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and 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;
35. any offer of Placing Shares may only be directed at persons in the United Kingdom who are UK Qualified Investors and that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to the expiry of a period of six months from Admission except to UK Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of the UK Prospectus Regulation and section 85(1) of the Financial Services and Markets Act 2000 (the "FSMA");
36. 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 the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and agrees that this Announcement has not been approved by any Joint Bookrunner or any other person in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
37. it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;
38. if it has received any "inside information" as defined in the UK Market Abuse Regulation about the Company 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 the UK Market Abuse Regulation, prior to the information being made publicly available;
39. (i) it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to subscribe for and will make payment for the Placing Shares allocated to it in accordance with these Terms and Conditions on the due time and date set out herein against delivery of such Placing Shares or Depositary Interests representing such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as any Joint Bookrunner (or its assignee) may in its discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any Transfer Taxes 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;
40. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to subscribe for, and that the Joint Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
41. no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them, is making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any Joint Bookrunner and no Joint Bookrunner has 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 nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of any Joint Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
42. 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. No Joint Bookrunner nor the Company nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them will be responsible for any liability to Transfer Taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, each Joint Bookrunner, their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them in respect of the same on an after-tax basis;
43. the Placing Shares will be allotted to the CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;
44. these 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 Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by any Joint Bookrunner or the Company 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;
45. each of the Company, the Joint Bookrunners, their respective Affiliates, its and their respective Representatives and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable;
46. it will indemnify on an after-tax-basis and hold the Company, each Joint Bookrunner, their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them 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 by it of the acknowledgements, confirmations, undertakings, representations, warranties and agreements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
47. it irrevocably appoints any director or authorised signatory of any Joint Bookrunner 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;
48. its commitment to subscribe for Placing Shares on the terms set out in this Appendix and in the electronic contract note/trade confirmation will continue notwithstanding any amendment that may in future be made to these Terms and Conditions and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;
49. in making any decision to subscribe for the Placing Shares: (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates 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 solely on its own investigation, examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, 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 any Joint Bookrunner; (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 Share involves a considerable degree of risk; and (vi) it will not look to any Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives or any person acting behalf of any of them for all or part of any such loss or losses it or they may suffer;
50. neither the Company nor any Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting behalf of any of them owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these Terms and Conditions;
51. in connection with the Placing, any Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives and any person acting behalf of any of them, acting as an investor for its own account, may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such 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 Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to any Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives or any person acting behalf of any of them, in each case, acting in such capacity. In addition, any Joint Bookrunner or any of its Affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunner or any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. No Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting behalf of any of them intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so; and
52. a communication that the Placing or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, UK MiFIR and UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the benefit of each of the Company and each Joint Bookrunner (for their own benefit and, where relevant, the benefit of their respective Affiliates and its and their respective Representatives and any person acting on behalf of any of them) and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK 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. Neither the Company nor any Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a 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. Neither the Company nor any Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them is liable to bear any Transfer Taxes that arise: (i) if there are any such arrangements (or if any such arrangements arise subsequent to the subscription by Placees of Placing Shares); (ii) on a sale of Placing Shares; or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such Transfer Taxes undertakes to pay such Transfer Taxes forthwith, and agrees to indemnify on an after-tax basis and hold each Joint Bookrunner and/or the Company (as the case may be) and their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them harmless from any such Transfer Taxes, and all interest, fines or penalties in relation to such Transfer Taxes. Each Placee should, therefore, take its own advice as to whether any such Transfer Tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made to the Company, any Joint Bookrunner, their respective Affiliates or its 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 each Joint Bookrunner and/or any of its Affiliates 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 each Joint Bookrunner 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 any Joint Bookrunner any money held in an account with such Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the 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 relevant Joint Bookrunner's money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of that Joint Bookrunner.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.
All times and dates in this Announcement may be subject to amendment by the Company and the Joint Bookrunners (in their absolute discretion). The Joint Bookrunners 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 each Joint Bookrunner and the Company under the terms and conditions set out in this Appendix 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.
Time is of the essence as regards each Placee's obligations under this Appendix.
Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to any Joint Bookrunner.
Each Placee may be asked to disclose, in writing or orally to each Joint Bookrunner: (a) if they are an individual, their nationality; or (b) if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
|
"Admission" |
means admission of the Offer Shares to listing in the equity shares (transition) category of the Official List and to trading on the London Stock Exchange's main market for listed securities; |
|
"Affiliate" |
has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings; |
|
"Announcement" |
means this announcement (including its Appendices); |
|
"Berenberg" |
means Joh. Berenberg, Gossler & Co. KG, London Branch; |
|
"Bookbuild" |
means the bookbuilding process to be commenced by the Joint Bookrunners to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the Terms and Conditions and the Placing Agreement; |
|
"Canaccord" |
means Canaccord Genuity Limited; |
|
"Canadian Investor Letter" |
means the letter in the form provided by the Joint Bookrunners to eligible investors in Canada; |
|
"COBS" |
means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; |
|
"Company" |
means ACG Metals Limited; |
|
"Conditions" |
has the meaning given to it in Appendix 1 to this Announcement; |
|
"CREST" |
means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form; |
|
"C(WUMP)O" |
means the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong; |
|
"Depositary" |
means MUFG Corporate Markets Trustees (Nominees) Limited; |
|
"Depositary Interests" |
means the dematerialised depositary interests issued or to be issued by the Depositary in respect of and representing Ordinary Shares on a one-for-one basis; |
|
"Enriched Ore Treatment Project" |
means the proposed project to treat enriched ore at the Company's Gediktepe mine in Türkiye; |
|
"EU Prospectus Regulation" |
means Regulation (EU) 2017/1129; |
|
"EU Target Market Assessment" |
means the assessment that the Placing Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all permitted distribution channels; |
|
"Euroclear" |
means Euroclear UK & International Limited, a company incorporated under the laws of England and Wales; |
|
"EUWA" |
means the European Union (Withdrawal) Act 2018, as amended; |
|
"Exchange Information" |
has the meaning given to it in Appendix 1 to this Announcement; |
|
"FCA" |
means the UK Financial Conduct Authority; |
|
"FinSA" |
means the Swiss Financial Services Act; |
|
"FSMA" |
means the Financial Services and Markets Act 2000, as amended; |
|
"Fundraise" |
means the Placing and the Retail Offer; |
|
"Group" |
means the Company and its subsidiary undertakings; |
|
"Issue Price" |
means the price per Ordinary Share at which the Offer Shares are to be subscribed for; |
|
"Joint Bookrunners" |
means Berenberg, Canaccord and Stifel; |
|
"London Stock Exchange" |
means London Stock Exchange plc; |
|
"Material Adverse Change" |
has the meaning given to it in the Placing Agreement; |
|
"MiFID II" |
means EU Directive 2014/65/EU on markets in financial instruments; |
|
"MiFID II Product Governance Requirements" |
means the product governance requirements of (a) MiFID II; (b) Articles 9 |
|
"Offer Document" |
has the meaning given to it in Appendix 1 to this Announcement; |
|
"Offer Shares" |
means the Placing Shares and the Retail Offer Shares; |
|
"Official List" |
means the list of publicly listed companies maintained by the FCA; |
|
"Order" |
means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; |
|
"Ordinary Shares" |
means class A ordinary shares of no par value each in the Company; |
|
"Placee" |
means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given; |
|
"Placing" |
means the placing to take place by way of the Bookbuild for which the Joint Bookrunners have been appointed as joint global coordinators and joint bookrunners (on a several basis); |
|
"Placing Agreement" |
has the meaning given to it in Appendix 1 to this Announcement; |
|
"Placing Results Announcement" |
means the announcement (if any) to be published by the Company confirming the results of the Placing on a Regulatory Information Service immediately following the execution of the Placing Terms; |
|
"Placing Shares" |
means the new Ordinary Shares to be subscribed for by the Placees under the Placing; |
|
"Placing Terms" |
has the meaning given to it in Appendix 1 to this Announcement; |
|
"PRA" |
means the UK Prudential Regulation Authority; |
|
"QIB" |
means a "qualified institutional buyer" as defined in Rule 144A of the Securities Act; |
|
"Qualified Investors" |
mean persons who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation; |
|
"Regulation D" |
means Regulation D promulgated under the Securities Act; |
|
"Regulation S" |
means Regulation S promulgated under the Securities Act; |
|
"Regulations" |
has the meaning given to it in Appendix 1 to this Announcement; |
|
"Regulatory Information Service" |
means a primary information provider approved by the FCA and on the FCA's list of Registered Information Services; |
|
"Relevant Persons" |
mean (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to whom this Announcement may otherwise be lawfully communicated; |
|
"Representative" |
has the meaning given to it in Appendix 1 to this Announcement; |
|
"Restricted Territory" |
means the United States, Australia, Canada, Hong Kong, Japan, the Republic of South Africa, Singapore, Switzerland or any other jurisdiction in which the release, publication or distribution of this Announcement and/or an offer to issue or sell, or the solicitation of any offer to acquire, purchase or subscribe for, the Placing Shares is unlawful; |
|
"RetailBook" |
means RetailBook Limited; |
|
"Retail Offer" |
means the conditional offer of the Retail Offer Shares to be made to retail investors by the Company through intermediaries using the RetailBook platform and on the basis of the terms and conditions to be set out in the Retail Offer Announcement; |
|
"Retail Offer Announcement" |
means the announcement to be released alongside this Announcement giving details, among other things, of the Retail Offer; |
|
"Retail Offer Engagement Letter" |
means the engagement letter entered into by the Company and RetailBook relating to the Retail Offer; |
|
"Retail Offer Shares" |
means the new Ordinary Shares to be made available under the Retail Offer; |
|
"SART" |
means Sulphidisation, Acidification, Recycling and Thickening; |
|
"Securities Act" |
means the US Securities Act of 1933, as amended; |
|
"SFA" |
means the Securities and Futures Act 2001 of Singapore; |
|
"SFO" |
means the Securities and Futures Ordinance (Cap. 571) of Hong Kong; |
|
"Stifel" |
means Stifel Nicolaus Europe Limited; |
|
"subsidiary" or "subsidiary undertaking" |
each have the meaning given to that term in the Companies Act 2006; |
|
"Terms and Conditions" |
means the terms and conditions of the Placing set out in Appendix 1 to this Announcement; |
|
"Transfer Taxes" |
means any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, execution, or documentary or other similar imposts, duties or taxes), together with any interest, fines and penalties relating thereto; |
|
"UK Market Abuse Regulation" |
means assimilated Regulation (EU) No 596/2014 as it forms part of the law of the United Kingdom by virtue of the EUWA; |
|
"UK MiFID II" |
means assimilated EU Directive 2014/65/EU as it forms part of the law of the United Kingdom by virtue of the EUWA; |
|
"UK MiFIR" |
means assimilated Regulation (EU) No 600/2014 as it forms part of the law of the United Kingdom by virtue of the EUWA; |
|
"UK Product Governance Rules" |
means the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook; |
|
"UK Prospectus Regulation" |
means assimilated Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the EUWA; |
|
"UK Qualified Investors" |
mean persons who are qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are: (i) persons who fall within the definition of "investment professional" in Article 19(5) of the Order; or (ii) persons who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc.") of the Order; |
|
"UK Target Market Assessment" |
means the assessment that the Placing Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of COBS; and (ii) eligible for distribution through all permitted distribution channels; |
|
"uncertificated" or "in uncertificated form" |
means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST; |
|
"United Kingdom" or "UK" |
means the United Kingdom of Great Britain and Northern Ireland; |
|
"United States" or "US" |
means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof; and |
|
"US Investor Letter" |
means the letter in the form provided by the Joint Bookrunners to QIBs in the United States. |
Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the United Kingdom from time to time. All references to "US$", "$" or "dollars" are to the lawful currency of the United States of America from time to time.
[1] Based on management estimates from the internal model
[2] Using a USD:GBP exchange rate of 1.31485
[3] Based on management estimates from the internal model & consensus pricing
[4] Includes US$39 million development capex and US$2 million of sustaining capex
[5] S&P Global Market Intelligence as of September 2025
[6] Includes transaction costs
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