Strategic Entry into Offshore Gabon
Summary by AI BETAClose X
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), NEW ZEALAND, CANADA, AUTRALIA THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN BLOCK ENERGY PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF BLOCK ENERGY PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX I WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
27 April 2026
Block Energy plc
("Block" or the "Company")
Strategic Entry into Offshore Gabon and Proposed Fundraise of US$6.3 million by Placing via Accelerated Bookbuild, and Retail Offer
Block Energy plc is pleased to announce that it has entered into a conditional agreement with Pilgrim Exploration Limited ("Pilgrim") for an investment associated with the Ndjila and Mpari Production Sharing Contracts in Gabon (the "Gabon Transaction") to be funded by a proposed equity fundraising (the "Fundraise") of new ordinary shares ("Ordinary Shares") of US$ 6.3 million (c£ 4.65 million) to be completed in two closings.
Highlights
· The Gabon Transaction adds a new geographic area and a new value proposition to the Company's existing Georgia assets.
o 5,331 km2 across two contiguous offshore licences.
o Four historical oil discoveries across the licences plus broader Pre- and Post-Salt upside.
o Near-term focus on evaluation of the discovered resources, development planning and partner discussions for drilling.
o Attractive low-cost entry into assets with discovered oil and significant potential upside in an established jurisdiction.
· The Gabon Transaction is supported by Block's existing technical and operational capability and leverages the Board's experience in West Africa to deliver value to shareholders.
· Proposed fundraise of US$6.3 million at 1.1 pence per share comprising of a placing ("Placing") to be conducted by way of an accelerated bookbuild to be launched immediately following this Announcement and a retail offer ("Retail Offer").
· The Retail Offer of up to 13,636,363 shares to raise £150,000 is for existing shareholders only and further details will be contained in a separate announcement to be released shortly after this RNS.
· Convertible loan to be made to Pilgrim which holds (via subsidiaries) a 90% interest in the underlying Ndjila and Mpari PSCs in Gabon which, upon conversion (subject to any required regulatory approvals being obtained) will result in Block holding a 76.5% economic interest in the PSCs.
(Gabon licence map showing Pilgrim acreage and select other operators)
Commenting, Paul Haywood, Chief Executive Officer of Block Energy plc said:
"This transaction represents an excellent value-accretive acquisition of discovered oil and high-potential exploration in a well-known oil producing jurisdiction. With an excellent data set and highly encouraging drilling activity by former operators we believe that the assets combine an anchor development opportunity with significant upside and broad running room.
With recent farm-in progress on both Project III and Project IV in Georgia, we believe that the Gabon Transaction provides jurisdictional and geological diversification as well as genuine near-term growth potential for the portfolio and I look forward to updating shareholders on the progress of the technical work programme in due course.
We have been encouraged by the support of the Gabonese authorities for international investment in the hydrocarbon sector and look forward to working with our partners, Pilgrim and the State of Gabon, on the development of the Ndjila and Mpari PSCs."
Commenting, Simon Barry, Chief Executive Officer of Pilgrim Exploration Limited, said:
"First, we would like to thank the Gabonese Ministry of Oil and Gas for the excellent opportunity they have afforded Pilgrim and for the staff of the DGH, whose dedication and professionalism was instrumental in Pilgrim securing the PSCs. Second, we welcome Block Energy, who from the outset saw the potential in Gabon and particularly Pilgrim's assets. We look forward to building on this partnership and prosecuting the work programme for the benefit of all."
Ndjila and Mpari PSCs
The Ndjila and Mpari PSCs (the "PSCs") are located offshore Gabon in the North Gabon basin, a mature hydrocarbon province with established operators, export routes and a long production history.
The licences cover a combined area of 5,331 km2 and contain four historical oil discoveries drilled by prior operators including Texaco, Shell and Tullow.
The Iguega field acts as the anchor field within the acquired portfolio, with historical work completed by Shell on a development concept and the discovery well testing at rates of 3,300 bopd. The licences also include three other oil discoveries that Block will assess for potential follow‑on development.
(Ndjila and Mpari Discovery and Prospect Map)
The area offers significant potential upside, with multiple mapped leads and prospects identified in both pre‑ and post‑salt sections. The PSCs are supported by a substantial dataset, including near‑full coverage with a modern 3D seismic survey acquired in 2017. This dataset is expected to materially support prospect maturation and development planning within Pilgrim's work programme.
The Company believes that the Gabon Transaction is attractive as it provides a relatively low-cost entry into assets with discovered oil and significant potential upside in an established jurisdiction.
The entry into the PSCs is supported by Block's existing technical and operational capability and leverages the Board's experience in West Africa to deliver value to shareholders.
The recent investments by companies such as Exxon, BP and Trafigura into Gabon provide confidence around the subsurface and surface merits of the country. Block believes that, following the technical work programme, strong interest in the Ndjila and Mpari PSCs will be generated for asset-level development finance.
The structure of the transaction through which the Company will gain exposure to the PSCs is summarised below.
Initial Technical Work Programme
Under the terms of the Convertible Loan Agreement, Pilgrim will remain the operator of the Gabon PSCs, with technical support from Block.
Pilgrim has defined an initial work programme which has been approved by and will be carried out under the oversight of and with the technical support of the Company which includes:
· Subsurface interpretation and data integration;
· Refinement of the Iguega development concept;
· Evaluation of the three other oil discoveries (Ekouata, Topaz and Pilote);
· Licence-wide mapping (including pre-salt) and prospect ranking; and
· Preparation of the assets for asset level finance for development and exploration work programmes.
The Gabon Transaction
The Fundraise (as summarised below) is being undertaken to finance Block's proposed structured entry into the PSCs through a US$ 6 million investment into Pilgrim by way of a secured convertible loan ("Loan") on the terms of the Convertible Loan Agreement. The PSCs are held by two wholly-owned, BVI registered, subsidiaries of Pilgrim ("Pilgrim Subsidiaries") which hold a 90% working interest in the PSCs, with the remaining 10% in both licences held by the State of Gabon.
Following a successful conclusion of the Fundraise, Block will lend up to US$6 million to Pilgrim to fund PSC-related obligations and the initial work programme. The Company may thereafter elect to convert the loan into an 85% interest in Pilgrim, an 85% interest in the PSCs, or another lawful alternative interest, subject in each case to the agreed mechanics and all necessary Government and regulatory approvals, if required. These conversion options equate to Block's interest (direct, indirect or economic) becoming 76.5% in the PSCs, with the balance held by Pilgrim (13.5%) and the State of Gabon (10%).
The structure is designed to secure Block's economic exposure, protections and governance rights from the outset, while deferring any formal legal transfer that may require governmental or regulatory approval until the relevant implementation path is agreed. Pilgrim will remain the operator under the PSCs prior to any conversion of the Loan and will be responsible for implementing the initial work programme for the PSCs which is summarised above; subject to compliance with customary covenants and supervision from Block. Block will provide non-cash support to Pilgrim of up to US$4 million by making available its staff and resources. Until or unless the conversion rights are exercised, the convertible loan arrangement is not intended to constitute or operate as any direct or indirect transfer of any interests in the PSCs, the operatorship under the PSCs or otherwise control of Pilgrim in any manner that would require the approval of any governmental authority, waiver, consent or compliance process.
The Loan will be secured by way of a debenture given by Pilgrim over its assets, together with a charge over the entire issued share capital of the Pilgrim Subsidiaries. Additionally, the Pilgrim Subsidiaries are a party to the Convertible Loan Agreement pursuant to which they have, alongside Pilgrim, given various customary warranties, representations, covenants and undertakings as an obligor in order to ensure that the Company's interests are adequately protected. As an additional layer of protection, the Convertible Loan Agreement includes an interim non-voting Class B share mechanism which is intended to preserve Block's economic position prior to any final conversion into Pilgrim equity and/or PSC interests, if required. The Class B shares would be cancelled upon implementation of the final elected conversion route.
Pilgrim Financial Information
In its most recent filed accounts for the 17 months ended 31 December 2024, Pilgrim reported a loss before tax of £32,689, turnover of £nil and net liabilities of £53,385. Those accounts pre-date the grant of the PSCs and therefore do not reflect the value associated with the underlying Gabon asset position now being funded through the Convertible Loan Agreement.
Details of the Fundraise
The Company is proposing to raise US$6.3 million before fees and expenses by way of a Placing of new Ordinary Shares, together with a retail offer of up to 13,636,363 new Ordinary Shares (together the "Fundraise Shares") at 1.1 pence per share ("Issue Price"). The Fundraise will complete in two tranches:
· It is anticipated that 77,314,724 Fundraise Shares ("Firm Fundraise Shares") will be issued pursuant to existing authorities, raising gross proceeds of US$1.154 million (c£0.85 million); and
· It is anticipated that the balance of Fundraise Shares ("Conditional Fundraise Shares") will be issued subject, inter alia, to the passing of shareholder resolutions 1 and 3 ("Fundraise Resolutions") to be proposed at a general meeting which is expected to be held on 18 May 2026 ("General Meeting"), raising gross proceeds of up to US$5.130 million (£c3.8 million). All of the Fundraise Shares subscribed for in the Retail Offer will be Conditional Fundraise Shares.
The Issue Price represents a discount of approximately 8.3 percent to the closing mid-market share price of 1.2 pence per Ordinary Share on 24 April 2026, being the last practicable date prior to this Announcement.
The Placing is to be conducted by way of an accelerated bookbuild process (the "Bookbuild"), to commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement. Shard Capital Partners LLP (trading as Tennyson Securities); ("Tennyson") is acting as sole bookrunner in connection with the Placing (the "Broker").
The timing of the close of the Bookbuild and the number of Fundraise Shares, as well as allocation of the Fundraise Shares, will be agreed between the Broker and the Company following the close of the Bookbuild. The results of the Fundraise will be announced without delay following the close of the Bookbuild.
The Company has entered into a placing agreement with Tennyson in connection with the Placing. The agreement contains customary conditions to completion of the Placing, warranties, indemnities and termination provisions for a transaction of this nature. It also contains provisions entitling Tennyson to terminate the Placing Agreement if, amongst other things, a breach of any of the warranties occurs or an event occurs which is material in the context of the Placing.
The Company values its Shareholder base and believes that it is appropriate to provide its eligible Retail Investors in the United Kingdom the opportunity to participate in the Retail Offer. The Retail Offer will allow existing Retail Investors to participate in the Fundraise by subscribing for Conditional Fundraise Shares at the Issue Price. Pursuant to the terms of the Retail Offer, the Company has made the Retail Offer to Retail Investors only through Intermediaries via the Winterflood Retail Access Platform ("WRAP"). Up to 13,636,363 Conditional Fundraise Shares will be issued to eligible Retail Investors by way of the Retail Offer at the Issue Price to raise proceeds of up to approximately £150,000 (before expenses). The Fundraise Shares offered in the Retail Offer are not part of the Placing and will be included within the Conditional Fundraise only. The Retail Offer is not underwritten. No prospectus will be published in connection with the Retail Offer. Further information on the Retail Offer and how Retail Investors can participate in the Fundraise will be contained in a further announcement.
In the event that the Fundraise Resolutions are not passed, or otherwise any other condition in the placing agreement is not satisfied, or if applicable, waived, the Conditional Fundraise will not proceed and the Company will be unable to proceed with the proposed investment into Pilgrim as envisaged. In the event that the Conditional Fundraise does not proceed, this will not impact the Firm Fundraise which will have already completed.
No warrants will be issued in connection with the Fundraise, neither to Placees, nor subscribers in the Retail Offer, nor the Broker.
The Fundraise is not underwritten by Tennyson or any other person.
The Fundraise Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares in issue on Admission, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares.
Qualified Person Statement
Mr Christopher Brown BSc, MSc, DIC (Block's Technical Director) has reviewed the technical information contained in this announcement, including the referenced prospective resource estimate. Mr Brown is a geoscientist with over 45 years of experience in the oil and gas E&P sector.
**ENDS**
For further information please visit http://www.blockenergy.co.uk/ or contact:
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Paul Haywood (Chief Executive Officer) |
Block Energy plc |
Tel: +44 (0)20 3468 9891 |
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Neil Baldwin (Nominated Adviser) |
SPARK Advisory Partners Limited |
Tel: +44 (0)20 3368 3554 |
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Peter Krens (Corporate Broker) |
Tennyson Securities |
Tel: +44 (0)20 7186 9030 |
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Mark Antelme Philip Dennis (Financial PR Adviser) |
Celicourt Communications |
Tel: +44 (0)20 8434 2643 |
Notes to editors
Block Energy plc is an AIM-quoted independent oil and gas production and development company focused on building a diversified portfolio of high-impact energy assets.
The Company's core operations are in Georgia, where it holds interests in seven Production Sharing Contracts covering an area of 4,256 km2 in the central part of the country. These include the XIB licence, which has over 2.77TCF of 2C contingent gas resources, with an estimated Net Present Value 10 ("NPV") of USD 2.2 billion, in the Patardzueli-Samgori, Rustavi and Teleti fields. (Source: IER, OPC 2024 & Internal estimates).
The Company is structured around a multi-project approach, progressing assets across different stages of development, hydrocarbon type, and reservoir characteristics. This approach is designed to deliver a balanced portfolio of production growth, field redevelopment, new discoveries and the commercialisation of substantial gas resources. The goal is to deliver on multi-TCF gas assets, strategically well located for the key EU market, supported by partner funding and cash from existing producing assets.
The Company has completed a farm-out of licence XIQ to Aspect Georgia, under which Aspect may earn up to a 92.5% working interest through the completion of a staged, fully funded work programme.
In April 2026, the Company signed a Binding Framework Agreement with Zhijiang Sanning Energy Co. Ltd, one of China's leading chemical producers, in relation to the farm out of Project III. Project III comprises the Lower Eocene and Upper Cretaceous gas discoveries across Block's XIB and XIF licences in central Georgia. The proposed farm-out is expected to support the appraisal and development of these assets while reducing Block Energy's capital exposure.
Located near the Georgian capital of Tbilisi, Block Energy is well-positioned to contribute significantly to the region's energy landscape. This proximity facilitates seamless operations and underscores our commitment to the economic and energy development of Georgia.
Glossary
· bbls: barrels. A barrel is 35 imperial gallons.
· Bcf: billion cubic feet.
· boe: barrels of oil equivalent.
· bopd: barrels of oil per day.
· DGH: Directorate General of Hydrocarbons, in particular the Direction Générale des Affaires Économiques, Juridiques et de Gestion des Données Pétrolières et Gazières ("DGAEJGDPG").
· Mbbls: thousand barrels.
· MMbbls: million barrels.
· MMboe: million barrels of oil equivalent.
· MMCF/d: millions of cubic feet of gas per day
· TCF: trillion cubic feet.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor the Broker nor SPARK nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement, nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on SPARK by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, SPARK accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. SPARK accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of SPARK as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.
Tennyson, which is authorised and regulated in the United Kingdom by the FCA, is acting as Broker exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement, nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Tennyson by FSMA or the regulatory regime established thereunder, Tennyson accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Tennyson accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
The Fundraise Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Fundraise Shares not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Fundraise Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.
No public offering of securities is being made in the United States.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Financial Markets Authority of New Zealand or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Fundraise Shares; and the Fundraise Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan, New Zealand or the Republic of South Africa. Accordingly, the Fundraise Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan, New Zealand or the Republic of South Africa or to any investor located or resident in Canada.
No public offering of the Fundraise Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Fundraise Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 ("EU Prospectus Regulation"), or under Part 1 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR"), as the case may be, which does not result in any requirement for the publication of a prospectus or contravene regulation 12 of POATR. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA, as amended, does not apply.
The information in this Announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This Announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which the Company operates) that could cause the actual performance or achievements on the Company to be materially different from such forward-looking statements.
The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. The price of 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. Past performance is no guide to future performance, and persons needing advice should consult an appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the POATR, as the case may be) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in member states ("Member States") of the European Economic Area ("EEA") who are qualified investors as defined in article 2(e) of Prospectus Regulation (EU) 2017/1129; and (b) in the United Kingdom, qualified investors as defined in paragraph 15 of Schedule 1 to the POATR who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons").
This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Broker, SPARK or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The Fundraise Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
APPENDIX I
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
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"Admission" |
admission of the Fundraise Shares to AIM (either First Admission or Second Admission, as the context requires) becoming effective in accordance with Rule 29 of the AIM Rules; |
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"AIM'' |
the market of that name operated by the London Stock Exchange; |
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"AIM Rules" |
the AIM Rules for Companies (including the guidance notes) published by the London Stock Exchange and as amended from time to time; |
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"Announcement" |
this announcement (including the Appendices which forms part of this announcement); |
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"Articles" |
the articles of association of the Company as adopted and in force from time to time; |
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"Bookbuild" |
the accelerated bookbuilding to be conducted by the Broker pursuant to the Placing Agreement and this Announcement; |
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"Business Day" |
any day on which banks are usually open for business in England and Wales for the transaction of sterling business, other than a Saturday, Sunday or public holiday; |
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"Company" or "Block" |
Block Energy plc, a company registered in England and Wales with registered number 05356303; |
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"Conditional Fundraise" |
the Placing of Conditional Fundraise Shares which will be issued subject, inter alia, to the passing of the Fundraise Resolutions to be proposed at the General Meeting; |
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"Conditional Fundraise Shares" |
the Fundraise Shares to be issued pursuant to the Conditional Fundraise; |
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"Convertible Loan Agreement |
the convertible loan agreement entered into on 27 April 2026 pursuant to which the Company will make a convertible loan of up to US$6 million to Pilgrim; |
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"CREST" or "CREST system" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations); |
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI2001/3755) |
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"Directors" or "Board" |
the directors of the Company or any duly authorized committee thereof; |
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"EEA" |
the European Economic Area, comprising the European Union, Iceland, Liechtenstein and Norway and "Member State" shall be construed accordingly; |
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"Enlarged Share Capital" |
the Ordinary Shares which shall be in issue immediately following First Admission or Second Admission, as the context requires; |
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"Euroclear" |
Euroclear UK & International Limited, the operator of CREST; |
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"EUWA" |
the European Union (Withdrawal) Act 2018, as amended; |
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"EU Prospectus Regulation" |
Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 and any relevant implementing measures in any Member State of the European Economic Area; |
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"Existing Ordinary Shares" |
the 1,046,172,039 Ordinary Shares in issue at the date of this Announcement; |
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"FCA" |
the Financial Conduct Authority; |
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"Firm Fundraise" |
the Placing of Fundraise Shares which will be issued pursuant to existing authorities; |
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"Firm Fundraise Shares" |
the Fundraise Shares to be issued pursuant to the Firm Fundraise; |
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"First Admission" |
Admission of the Firm Fundraise Shares to trading on AIM; |
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"FSMA" |
the Financial Services and Markets Act 2000, as amended; |
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"Fundraise" |
together, the Placing and the Retail Offer; |
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"Fundraise Resolutions" |
Resolutions 1 and 3 to be proposed at the General Meeting pursuant to which the Directors will be given authority to allot the Fundraise Shares free from pre-emption rights; |
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"Fundraise Shares" |
the new Ordinary Shares to be issued pursuant to the Placing and Retail Offer, the number of which will be announced by the Company on completion of the Bookbuild and Retail Offer, respectively; |
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"Gabon Transaction" |
the investment associated with the offshore Ndjila and Mpari Production Sharing Contracts in Gabon pursuant to the Convertible Loan Agreement; |
|
"General Meeting" |
the general meeting of the Company expected to be held on 18 May 2026; |
|
"Intermediaries" |
any financial intermediary that is appointed in connection with the Retail Offer after the date of the Placing Agreement and "Intermediary" shall mean any one of them; |
|
"Issue Price" |
1.1 pence per Fundraise Share; |
|
"Loan" |
the US$6 million loan to be made available to Pilgrim pursuant to the Gabon Transaction; |
|
"London Stock Exchange" |
London Stock Exchange plc; |
|
"MAR" or the "Market Abuse Regulation" |
the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law pursuant to the EUWA; |
|
"Ordinary Shares" |
ordinary shares of £0.0025 each in the capital of the Company; |
|
"Pilgrim" |
Pilgrim Exploration Limited, a company registered in England and Wales with registered number 10281158; |
|
"Pilgrim Subsidiaries" |
Pilgrim CD2 Limited and Pilgrim CD3 Limited, being wholly-owned subsidiaries of Pilgrim incorporated in the British Virgin Islands; |
|
"Placee" or "Placees" |
any Relevant Person(s) (as such term is defined in Appendix II) including individuals, funds or others, subscribing for and/or purchasing Fundraise Shares, or on whose behalf a commitment to subscribe for or acquire Fundraise Shares has been given, pursuant to the Placing; |
|
"Placing" |
the placing of the new Ordinary Shares at the Issue Price by the Broker on behalf of the Company pursuant to the Placing Agreement; |
|
"Placing Agreement" |
the agreement dated 27 April 2026 between the Company and the Broker relating to the Placing; |
|
"Placing Results" |
the final number of shares to be issued in the Placing as determined by the Company and the Broker, at the close of the Bookbuild ; |
|
"POATR" |
means the Public Offers and Admissions to Trading Regulations 2024 |
|
"Publicly Available Information" |
any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; |
|
"PSCs" |
the Ndjila and Mpari PSCs owned by the Pilgrim Subsidiaries which are located offshore Gabon in the North Gabon basin; |
|
"Qualified Investors" |
(a) in respect of persons in any Member State of the European Economic Area, persons who are qualified investors (within the meaning of article 2(e) of the EU Prospectus Regulation); or (b) in respect of persons in the UK, persons who are qualified investors (as defined in paragraph 15 of Schedule 1 to the POATR), as the case may be; |
|
"Registrar" |
Share Registrars Ltd, the Company's registrar; |
|
"Regulatory Information Service" |
one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information; |
|
"Retail Investors" |
existing Shareholders of the Company who are resident in the United Kingdom and who are a customer of an Intermediary who agree conditionally to subscribe for Retail Offer Shares in the Retail Offer; |
|
"Retail Offer"
"Retail Offer Shares" |
the proposed conditional offer of Conditional Fundraise Shares to be subscribed for by Retail Investors via the WRAP Platform at the Issue Price; up to 13,636,363 Conditional Fundraise Shares to be made available in the Retail Offer;
|
|
"Second Admission" |
Admission of the Conditional Fundraise Shares to trading on AIM; |
|
"Securities Act" |
the United States Securities Act of 1933, as amended; |
|
"Shareholders" |
the holders of Ordinary Shares (as the context requires) at the relevant time; |
|
"SPARK" |
SPARK Advisory Partners Limited, nominated adviser to the Company; |
|
|
|
|
"Tennyson" or "Broker" |
Shard Capital Partners LLP (trading as Tennyson), broker to the Company, which is authorised and regulated by the FCA; |
|
"Terms and Conditions" |
the terms and conditions in respect of the Placing set out in Appendix II of this Announcement; |
|
"uncertificated" or "in uncertificated form" |
recorded on the relevant register of Ordinary Shares as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
|
"United Kingdom" or ''UK" |
the United Kingdom of Great Britain and Northern Ireland; |
|
"United States" or "US" |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction; |
|
"US Person" |
has the meaning set out in Regulation S of the Securities Act; |
|
"Winterflood" |
Winterflood Securities Limited, a company registered in England and Wales with company number 02242204; |
|
"WRAP Platform" |
the Winterflood Retail Access Platform being used to facilitate the Retail Offer; |
|
"£", "pounds sterling", "pence" or "p" |
are references to the lawful currency of the United Kingdom; and |
|
"US$", "US Dollar" |
are references to the lawful currency of the United States of America. |
APPENDIX II
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY A BROKER, QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE US SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE FUNDRAISE SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
The distribution of the Terms and Conditions and/or the Placing and/or issue of the Fundraise Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Broker or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Fundraise Shares or possession or distribution of the Terms and Conditions or any other offering or publicity material relating to such Fundraise Shares in any jurisdiction where action for that purpose is required. Persons into whose possession these Terms and Conditions come are required by the Company and the Broker to inform themselves about and to observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only and do 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 (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa, New Zealand or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Fundraise Shares is being made in any such jurisdiction.
In the United Kingdom, the Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Fundraise Shares have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, the Fundraise Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, or the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful. The Fundraise Shares are being offered and sold outside the United States to non-US persons (as defined in Regulation S under the Securities Act) in "offshore transactions" within the meaning of Regulation S.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of the European Union (Withdrawal) Act 2018, as amended, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by UK MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
Information for Distributors
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Fundraise Shares have been subject to a product approval process, which has determined that the Fundraise Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" and/or "distributor" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Fundraise Shares have been subject to a product approval process, which has determined that the Fundraise Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients and (b) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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.
Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Broker will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Fundraise Shares and determining appropriate distribution channels.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
The Terms and Conditions should be read in their entirety.
These Terms and Conditions apply to persons making an offer to acquire Fundraise Shares. Each Placee hereby agrees with the Broker and the Company to be bound by these terms and conditions as being the terms and conditions upon which Fundraise Shares will be issued or acquired. A Placee shall, without limitation, become so bound if any of the Broker confirm to such Placee its allocation of Fundraise Shares.
By participating in the Placing (such participation to be confirmed in and evidenced by either (i) a recorded telephone conversation; or (ii) a contract note or email correspondence, in either case by representatives of the Broker, each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be participating and acquiring Fundraise Shares on these Terms and Conditions and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions.
In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and the Broker that:
1. it is a Relevant Person (as defined above) and that it will acquire, hold, manage or dispose of any Fundraise Shares that are allocated to it for the purposes of its business;
2. it is acquiring the Fundraise Shares for its own account or is acquiring the Fundraise Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
3. it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agrees to comply with the resale and transfer restrictions set out in these Terms and Conditions;
4. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) it is and, at the time the Fundraise Shares are acquired, will be outside the United States and is acquiring the Fundraise Shares in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act; and
5. if it is a financial intermediary, as that term is used in Article 7(4) of the POATR, that any Fundraise Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public, to Qualified Investors, or in circumstances in which the prior consent of the Broker has been given to each such proposed offer or resale.
The Company and the Broker will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
Upon being notified of its allocation of Fundraise Shares, a Placee shall be contractually committed to acquire the number of Fundraise Shares allocated to it at the Issue Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.
Details of the Placing Agreement and the Fundraise Shares
The Broker is acting as agent for and on behalf of the Company in connection with the Placing and the Broker and the Company have entered into a Placing Agreement, under which the Broker has, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure Placees for Fundraise Shares at the Issue Price. The Placing is not being underwritten by the Broker or any other person.
The number of Fundraise Shares will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Fundraise Shares and allocations are at the discretion of the Broker, following consultation with the Company. Allocations will be confirmed orally or by email by the Broker following the close of the Bookbuild. The Fundraise is being completed in two tranches and each Placee shall be allocated their pro rata share of the Firm Fundraise Shares and the Conditional Fundraise Shares accordingly. A further announcement confirming these details will then be made as soon as practicable following completion of the Bookbuild.
The Fundraise Shares will, when issued, be subject to the Articles, will be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Fundraise Shares.
Subject to Admission, the Fundraise Shares will trade on AIM under the trading symbol "BLOE" and with ISIN GB00BF3TBT48.
Application for Admission to trading of the Fundraise Shares on AIM
Application will be made for the Fundraise Shares to be admitted to trading on AIM ("Admission"). Admission of the Firm Fundraise Shares ("First Admission") is expected on or around 1 May 2026 and Admission of the Conditional Fundraise Shares ("Second Admission") is expected on or around 19 May 2026 (provided the Fundraise Resolutions are passed at the General Meeting).
Bookbuild
The Broker will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Issue Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Fundraise Shares.
The Broker 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.
The principal terms of the Placing are as follows:
1. The Broker is arranging the Placing as agent for, and broker of, the Company.
2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Broker.
3. The Broker, if successful, will establish the number of Fundraise Shares to be issued in the Placing at the Issue Price, which will be determined by the Broker, in consultation with the Company, following completion of the Bookbuild. The number of Fundraise Shares will be announced via the Regulatory Information Service following completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual contact at the Broker. Each bid should state the number of Fundraise Shares which the prospective Placee wishes to subscribe for or purchase at the Issue Price. Bids may be scaled down by the Broker on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the discretion of the Broker and the Company. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
6. Allocations of the Fundraise Shares will be determined by the Broker, following consultation with the Company. Each Placee's allocation will be confirmed to Placees, orally or by email, by the Broker following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the Broker will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Broker and the Company, under which it agrees to acquire by subscription the number of Fundraise Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the Broker's consent, such commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the close of the Bookbuild detailing the number of Fundraise Shares to be issued at the Issue Price.
8. Subject to paragraphs 4 and 5 above, the Broker may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at the Broker's discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Broker may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Fundraise Shares after the time of any initial allocation to any person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the Broker's consent, will not be capable of variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or other announcement will be made by the Broker or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Fundraise Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12. All obligations of the Broker under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable rules of the FCA, neither the Broker, nor any of their affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither the Broker, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Broker's conduct of the Placing or of such alternative method of effecting the Placing as the Broker and the Company may determine.
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 Broker's obligations under the Placing Agreement in respect of the Fundraise Shares are conditional on, inter alia:
1. the delivery by the Company to the Broker of certain documents required under the Placing Agreement;
2. the Company having performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;
3. each of the warranties given by the Company in the Placing Agreement being true and accurate in all material respects and not misleading on the date of the Placing Agreement, the date the Placing Results are announced and at Admission;
4. the issue and allotment of the Fundraise Shares, conditional only upon Admission;
5. in respect of the Conditional Fundraise only, the passing of the Fundraise Resolutions at the General Meeting;
6. in respect of the Firm Fundraise, First Admission occurring by no later than 8.00 a.m. (BST) on 1 May 2026 or such other date and time as may be agreed between the Company and the Broker, not being later than 8.00 a.m. (BST) on 31 May 2026;
7. in respect of the Conditional Fundraise, Second Admission occurring by no later than 8.00 a.m. (BST) on 19 May 2026 or such other date and time as may be agreed between the Company and the Broker, not being later than 8.00 a.m. (BST) on 31 May 2026; and
8. the Placing Agreement not having been terminated by the Broker in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Broker by the respective time or date where specified (or such later time or date as the Broker may notify to the Company); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Fundraise Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
The Broker may, at their discretion and upon such terms as it thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Broker, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and, by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Broker.
Right to terminate the Placing Agreement
The Broker is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if before Admission:
1. the Broker becoming aware of any fact, matter or circumstance which constitutes or might reasonably be expected to constitute a material breach of the warranties given in the Placing Agreement or which indicates that any of such warranties has become or might reasonably be expected to become untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances then subsisting;
2. the Company has failed to comply with its obligations under the Placing Agreement, or with the requirements of any applicable laws or regulations (including MAR and the AIM Rules) in relation to the Placing;
3. any of the conditions set out in the Placing Agreement are not fulfilled or (if capable of waiver) waived by the Broker or shall have become incapable of being fulfilled by the respective time(s) and date(s) (if any) specified in the Placing Agreement; or
4. there shall have been a material adverse change in or affecting the business, management, financial or trading position or prospects, shareholders' funds or results of the Company's group (taken as a whole), whether or not arising in the ordinary course of business, which, in any such case, in the opinion of the Broker (acting reasonably) would be likely to prejudice the success of the Placing or which would make it impracticable or inadvisable to proceed with the Placing.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Broker of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Broker and that the Broker need not make any reference to Placees in this regard and that neither the Broker nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Fundraise Shares are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or otherwise. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Fundraise Shares, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company, SPARK or the Broker or any other person and neither the Broker, SPARK, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Broker, SPARK, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company, SPARK nor the Broker are making any undertaking or warranty to any Placee regarding the legality of an investment in the Fundraise Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax, financial, business or other advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Fundraise Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Bookbuild, each Placee allocated Fundraise Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Broker, stating the number of Fundraise Shares allocated to it at the Issue Price, including how many Firm Fundraise Shares and Conditional Fundraise Shares have been allocated to them, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Broker in accordance with the standing CREST settlement instructions which they have in place.
Settlement of transactions in the Fundraise Shares (ISIN: GB00BF3TBT48) following Admission will take place within CREST provided that, subject to certain exceptions, the Broker reserve the right to require settlement for, and delivery of, the Fundraise Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement will take place in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing Sterling Overnight Index Average (SONIA) rate as determined by the Broker.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Broker may sell any or all of the Fundraise Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Broker's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Broker on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Fundraise Shares on such Placee's behalf. By communicating a bid for Fundraise Shares, each Placee confers on the Broker such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Broker lawfully take in pursuance of such sale. Legal and/or beneficial title in and to any Fundraise Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Fundraise Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the form of confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Fundraise 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 Fundraise Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Broker nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Fundraise Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Broker for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for or purchase of Fundraise Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
3. that the exercise by the Broker of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Broker and the Broker need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Broker or the Company, or any of their respective officers, directors, employees agents or advisers, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only agreement between it, the Broker and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Fundraise Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Fundraise Shares. Each Placee agrees that neither the Company, the Broker nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
5. that in the case of any Fundraise Shares acquired by it as a financial intermediary, as that term is used in Article 7(4) of the POATR and Article 5(1) of the EU Prospectus Regulation, (i) the Fundraise Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, (a) persons in any Member State of the European Economic Area which has implemented the EU Prospectus Regulation or (b) persons in the UK in accordance with the POATR, respectively, other than Qualified Investors or in circumstances in which the prior consent of the Broker has been given to the offer or resale; or (ii) where Fundraise Shares have been acquired by it on behalf of persons in any member state of the EEA, or the UK respectively, other than Qualified Investors, the offer of those Fundraise Shares to it is not treated under the EU Prospectus Regulation or the POATR (as the case may be) as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect the Broker to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Broker are not acting for it or its clients, and that the Broker will not be responsible for providing the protections afforded to customers of the Broker or for providing advice in respect of the transactions described herein;
7. that it has made its own assessment of the Fundraise Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Fundraise Shares or the Company (if any) that the Broker or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of the Broker, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US Person as defined in Regulation S under the Securities Act ("Regulation S") and is subscribing for and/or purchasing the Fundraise Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing Fundraise Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;
9. that the Fundraise Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and accordingly the Fundraise Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States except in compliance with the registration requirements of the Securities Act and applicable state securities requirements or pursuant to exemptions therefrom;
10. that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Fundraise Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Fundraise Shares and it has made its own assessment of the Company, the Fundraise Shares and the terms of the Placing based on this Announcement and the Publicly Available Information only;
11. that neither the Broker or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Fundraise Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
12. that, unless specifically agreed with the Broker, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States or any US Person at the time the undertaking to subscribe for and/or purchase Fundraise Shares was given and it is not acquiring Fundraise Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Fundraise Shares into the United States or to any US Person and it will not reoffer, resell, pledge or otherwise transfer the Fundraise Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, New Zealand, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Australia, Canada, New Zealand, the Republic of South Africa or Japan and that it will not (unless an exemption under the relevant securities laws is applicable) offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Fundraise Shares in Australia, Canada, New Zealand, the Republic of South Africa or Japan or to or for the benefit of any person resident in Australia, Canada, New Zealand, the Republic of South Africa or Japan and each Placee acknowledges that the relevant clearances or exemptions are not being obtained from the Securities Commission of any province or territory of Canada, that no prospectus has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission, the Securities Commission of New Zealand, the Japanese Ministry of Finance or the South African Reserve Bank and that the Fundraise Shares are not being offered for sale and may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, the Republic of South Africa, Japan or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful;
14. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Fundraise Shares and it is not acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Fundraise Shares to any persons within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Fundraise Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Broker or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Fundraise Shares and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Fundraise Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Fundraise Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Broker;
19. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Fundraise Shares that are allocated to it for the purposes of its business;
20. that, unless otherwise agreed by a Broker, it is a Qualified Investor;
21. that, unless otherwise agreed by a Broker, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Fundraise Shares for investment only and not with a view to resale or distribution;
22. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Fundraise Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
23. that any money held in an account with the Broker (or its nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the Broker's (or its nominee's) money in accordance with such client money rules and will be used by the Broker in the course of its own business and each Placee will rank only as a general creditor of the Broker;
24. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Articles (which incorporate the requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in all or any of the Fundraise Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;
27. that it appoints irrevocably any director of the Broker as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Fundraise Shares;
28. that the Announcement does not constitute a securities recommendation or financial product advice and that neither the Broker nor the Company has considered its particular objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Fundraise Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Broker and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Broker will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Broker and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Broker for itself and on behalf of the Company and will survive completion of the Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Broker to provide any legal, financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Broker shall notify it of such amendments;
34. that (i) it has complied with its obligations under the Criminal Justice Act 1993 and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Broker such evidence, if any, as to the identity or location or legal status of any person which the Broker may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Broker on the basis that any failure by it to do so may result in the number of Fundraise Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Broker may decide in their absolute discretion;
35. that it will not make any offer to the public within the meaning of the POATR (as the case may be) of those Fundraise Shares to be subscribed for and/or purchased by it;
36. that it will not distribute any document relating to the Fundraise Shares and it will be acquiring the Fundraise Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Fundraise Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Fundraise Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Fundraise Shares for the account of any third party;
37. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Fundraise Shares (together with any interest chargeable thereon) may be taken by the Company or the Broker in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Broker;
39. that the Broker owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
40. that the Broker or their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Fundraise Shares;
41. that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Fundraise Shares; and
42. that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.
The Company, the Broker and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Broker for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Broker.
The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Fundraise Shares in question. Such agreement assumes that the Fundraise Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Fundraise Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Fundraise Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Broker will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Fundraise Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Broker in the event that any of the Company and/or the Broker have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Broker accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription or purchase by them of any Fundraise Shares or the agreement by them to subscribe for or purchase any Fundraise Shares.
All times and dates in this Announcement (including the Appendices) may be subject to amendment. The Broker shall notify the Placees and any person acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Broker, SPARK or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
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