Proposed Equity Raise to Support Growth Strategy
Summary by AI BETAClose X
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED, FOR INFORMATION PURPOSES ONLY AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED STATES, SWITZERLAND CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ASSIMILATED REGULATION (EU) NO 596/2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Capital Limited
("Capital", the "Group" or the "Company")
Proposed Equity Fundraise to Support Growth Strategy
Capital (LSE:CAPD), a leading mining services company, is pleased to announce a proposed placing (the "Placing") to raise gross proceeds of approximately £31 million (approximately US$40 million) before expenses, via the issue of new common shares in the Company ("Placing Shares") at a price of 107 pence per share (the "Issue Price"). The Placing is to be conducted by way of an accelerated bookbuild process, launched with immediate effect. The final number of Placing Shares will be determined following the closing of the bookbuild.
The net proceeds of the Placing will provide additional balance sheet capacity to support the Group's growth strategy as it seeks to capitalise on a highly favourable demand environment and a tightening equipment market. Following a sustained period of robust commodity prices, a surge in capital markets activity within the sector and increased exploration budgets across our major customers and the sector in general, the Group anticipates increased demand for its services across its operating divisions into 2026 and beyond. An enhanced liquidity position will enable the Group to rapidly pursue and capitalise on growth opportunities as they arise.
Capital has a strong track record in converting capital expenditure to meaningful revenue and earnings growth and believes the proceeds from the Placing will leave it well-positioned to capture value from the increased demand for its services flowing from strong indicators in the sector.
Stifel Nicolaus Europe Limited ("Stifel"), Tamesis Partners LLP ("Tamesis") and Panmure Liberum Limited ("Panmure Liberum") are acting as joint bookrunners (the "Joint Bookrunners") in relation to the Placing.
HIGHLIGHTS
· Intention to conduct a Placing to raise gross proceeds of approximately £31 million (approximately US$40 million) before expenses, via the issue of new common shares in the Company
· The Issue Price of 107 pence per new common share represents a discount of approximately 6.1 per cent to the closing price per existing common share as of 19 November 2025 (the latest practicable date prior to this announcement)
· The net proceeds of the Placing are intended to be used to:
o Take advantage of further growth opportunities in the Drilling, Mining & MSALABS divisions
o Provide additional balance sheet capacity to support the Group's growth strategy
o Indicative use of proceeds:
§ Drilling & Mining: US$25m
§ MSALABS: US$10m
§ Working Capital: US$5m
· Strong commodity prices and active capital markets are driving a rise in exploration and growth spending by miners with the Company being well positioned to capture this increasing demand.
· It is expected that the Placing Shares will be settled in two tranches. The first tranche of Placing Shares (the "First Placing Shares") will be issued under the Company's existing shareholder authorities (representing approximately 9.99% of the Company's existing issued share capital) and is expected to settle on 25 November 2025 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 2 December 2025). The issue of the second tranche of Placing Shares (the "Second Placing Shares"), comprising Placing Shares in excess of the Company's existing shareholder authorities, will be conditional on shareholder approval at a General Meeting. Therefore, subject to the results of the Placing, the Company intends to convene a shareholder meeting, expected to be held on or around 11 December 2025, to approve the allotment of the Second Placing Shares on a non-pre-emptive basis. Capital will publish a Notice of General Meeting setting out the shareholder resolutions requiring approval, and the Board's recommended support for it, on or around 24 November 2025. Admission of the Second Placing Shares is expected by 8.00 a.m. on 15 December 2025 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 31 December 2025). The issue of the First Placing Shares will not require or be conditional upon further shareholder approval.
Jamie Boyton, Executive Chair, commented:
"Market conditions have strengthened through 2025, with robust commodity prices and increased financing activity driving higher exploration budgets and renewed investment from our customers. With a tightening equipment market and our utilisation already at elevated levels, we believe increasing balance sheet capacity now is the right step to ensure we can respond quickly to the growth opportunities emerging across our divisions.
The proceeds of the Placing will support broader growth initiatives, while providing additional capacity to secure further contract wins, as and when they arise. Our track record in converting capital investment into revenue and returns gives us confidence that this will generate meaningful value for shareholders."
Additional information on the proposed Placing is set out below.
For further information, please visit Capital's website www.capdrill.com or contact:
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Capital Limited |
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Jamie Boyton, Executive Chair Rick Robson, Chief Financial Officer Conor Rowley, Commercial & Corporate Development Ryan Tennis, Corporate Development & Investor Relations |
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Stifel Nicolaus Europe Limited (Joint Bookrunner) |
Tel: +44 20 7710 7600 |
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Ashton Clanfield / Varun Talwar |
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Tamesis Partners LLP (Joint Bookrunner) |
Tel: +44 20 3882 2868 |
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Charlie Bendon / Richard Greenfield |
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Panmure Liberum Limited (Joint Bookrunner) |
Tel: +44 20 3100 2000 |
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Scott Mathieson / John More / Freddie Wooding |
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FTI Consulting |
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Ben Brewerton / Nick Hennis |
Tel: +44 20 3727 1000 |
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About Capital Limited
Capital Limited is a leading mining services company that provides a complete range of drilling, mining, maintenance and geochemical laboratory solutions to customers within the global minerals industry. The Company's services include exploration, delineation and production drilling; load and haul services; maintenance; and geochemical analysis. The Group's corporate headquarters are in the United Kingdom and it has established operations in Canada, Côte d'Ivoire, Democratic Republic of Congo, Egypt, Gabon, Ghana, Guinea, Kenya, Mali, Mauritania, Pakistan, Saudi Arabia, Tanzania, United States of America and Zambia.
BACKGROUND TO THE PLACING
Capital is a leading mining services company which has invested materially in expanding its service offering and geographical footprint to include 134 drill rigs, 26 labs and a productive mining fleet of 78 spread across 16 countries. The Group's services business remains very active as evidenced by the long history of regular contract renewals, consistent utilisation rates and consistent investment in fleet modernisations, all while maintaining an exceptional track record in safety performance. This has enabled the Group to build a blue-chip customer base which includes some of the world's leading mining companies such as Barrick, AngloGold Ashanti, Perseus, Ma'aden, Fortescue Metals Group and Nevada Gold Mines.
Following a sustained period of supportive commodity prices and heightened mining financing activity during 2025, the Group's existing and prospective customer base has emerged with stronger balance sheets and an enhanced ability to accelerate exploration spending and investment in growth projects. Given the Group's high utilisation rates of its existing equipment, as well as a tightening equipment market, the Board has determined that increased balance sheet capacity is prudent to enable the Company to capitalise on this market dynamic and move quickly on opportunities being presented to it.
In the context of a highly favourable demand environment and a tightening equipment market, the indicative use of proceeds will be used to fund additional equipment purchases for potential and future contract wins in the drilling and mining business, (approximately US$25 million), funding laboratory builds and related equipment purchases for MSALABS (approximately US$10 million), with the balance used for general working capital purposes.
Capital has a strong track record in converting capital expenditure to meaningful revenue and earnings growth and believes the proceeds from the Placing will leave it well-positioned to capture value from the increased demand for its services flowing from strong indicators in the sector.
The Board has considered various forms of financing available to the Company and, in light of market conditions and the desire to move expeditiously, the Board believes that carrying out the Placing on a non-pre-emptive basis is the most suitable, certain and cost-effective option to deliver value for its shareholders.
PROPOSED PLACING
The Company intends to raise approximately £31 million (approximately US$40 million) before expenses, via the issue Placing Shares at an Issue Price of 107 pence per share.
The Placing is being conducted through an accelerated bookbuild process to eligible institutional investors.
The Placing will launch immediately following the release of this Announcement. The Company expects to close the Bookbuild no later than 7.00 a.m. on 21 November 2025, but the Joint Bookrunners and the Company reserve the right to close the Bookbuild earlier or later, without further notice.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing common shares of USD0.0001 each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Applications will be made to (i) the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to listing on the Commercial Companies (Equity Shares) category of the Official List; and (ii) London Stock Exchange plc for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission").
The Company has current shareholder authority to issue up to 9.99% of its existing issued share capital. The Placing is expected to exceed this authority limit, and as such the Placing will utilise split settlement, with the First Placing Shares (that are within the current shareholder authorities) settling on a T+2 basis, and the balance of the Placing Shares, being the Second Placing Shares, settling on a delayed basis. Allocation of the First Placing Shares and the Second Placing Shares will be irrevocable once confirmed to investors. The issue of the Second Placing Shares is conditional, inter alia, on the passing of the Resolutions at the General Meeting. Therefore, subject to the results of the Placing, the Company intends to convene a shareholder meeting, expected to be held on or around 11 December 2025, to approve the allotment of the Second Placing Shares on a non-pre-emptive basis. Capital will publish a Notice of General Meeting setting out the shareholder resolutions requiring approval, and the Board's recommended support for it course on or around 24 November 2025.
Settlement for, and Admission of, the First Placing Shares is expected to take place on or before 8.00 a.m. on 25 November 2025. Settlement for, and Admission of, the Second Placing Shares is expected to take place on or before 8.00 a.m. on 15 December 2025, subject to the Company's shareholders approving the allotment of the Second Placing Shares on a non-pre-emptive basis. The Placing is also conditional upon the placing agreement between the Company and the Joint Bookrunners (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms and Admission, of the First Placing Shares, becoming effective by 8.00 a.m. on 25 November 2025 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 2 December 2025), and (in respect of the Second Placing Shares only) Admission, of the Second Placing Shares, becoming effective by 8.00 a.m. on 15 December 2025 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 31 December 2025). Appendix 1 to this Announcement sets out further information relating to the terms and conditions of the Placing.
Stifel Nicolaus Europe Limited ("Stifel"), Tamesis Partners LLP ("Tamesis") and Panmure Liberum Limited ("Panmure Liberum") are acting as Joint Bookrunners on the Placing. By choosing to participate in the Placing and by making an oral or written and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, agreements, confirmations, acknowledgements and undertakings contained in the Appendix.
DIRECTORS' INTENDED PARTICIPATION IN THE PLACING
BPM Investments Limited, a related party of Jamie Boyton, the Company's Executive Chair, has advised that it intends to participate in the Placing for 399,000 Placing Shares.
OTHER
The person responsible for the release of this information on behalf of the Company is Jamie Boyton, Executive Chair.
An exchange rate of 1.30795 USD:GBP has been used throughout this announcement as determined by FactSet at 4:30pm on 19 November 2025.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, REPUBLIC OF SOUTH AFRICA, SINGAPORE OR SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Hong Kong, Japan, the Republic of South Africa, Singapore or Switzerland or any other jurisdiction in which the same would be unlawful or to any person to whom it is unlawful to make such offer or solicitation. No public offering of the Placing Shares is being made in any such jurisdiction.
No action has been taken by the Company, Panmure Liberum Limited ("Panmure Liberum"), Tamesis Partners LLP ("Tamesis") and Stifel Nicolaus Europe Limited ("Stifel" and, together with Panmure Liberum and Tamesis, the "Joint Bookrunners") or any of their respective Affiliates or any of its or their respective directors, officers, partners, employees, agents or advisers (collectively "Representatives") or any person acting on behalf of any of them that would, or is intended to, permit an offer of the Placing Shares or result in the possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such document is required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or assimilated Regulation (EU) No 2017/1129 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
This announcement is not for publication or distribution in or into the United States of America. This announcement is not an offer of securities for sale into 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, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The Placing has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
This Announcement has not been approved by the FCA or the London Stock Exchange.
Members of the public are not eligible to take part in the Placing. This Announcement is directed at and is only being distributed to: (a) if in a member state of the European Economic Area (the "EEA"), "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); (b) if in the United Kingdom, "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order ("UK Qualified Investors"); or (c) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons").
This Announcement 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 relates is only available to Relevant Persons and will only be engaged in with Relevant Persons.
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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Hong Kong, Japan, the Republic of South Africa, Singapore or Switzerland. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, the Republic of South Africa, Singapore or Switzerland or any other jurisdiction in which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the Terms and Conditions contained in Appendix 1 to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the results, financial condition, performance, developments or achievements of the Company and its subsidiaries. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts are inherently predictive, speculative and involve risks and uncertainties and assumptions that could cause actual results, financial condition, performance, developments or achievements to differ materially from those expressed or implied by these forward-looking statements and forecasts. Many of these risks, uncertainties and assumptions relate to factors that are beyond the Company's ability to control, predict or estimate precisely. No representation or warranty is made, and no responsibility or liability is accepted, as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. Each of the Company, the Joint Bookrunners, their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.
Some of the financial performance measures used in this Announcement are non-IFRS financial measures, including "free cash flow". These measures are presented as they are considered to provide useful information to assist with an evaluation of the Company's underlying performance. Since the non-IFRS performance measures listed herein do not have any standardised definition prescribed by IFRS, they may not be comparable to similar measures presented by other companies. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Each Joint Bookrunner is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. No Joint Bookrunner will regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them as to, or in relation to, the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any Joint Bookrunner or any of its Affiliates in connection with the Company, the Placing Shares or the Placing, and any responsibility or liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by any Joint Bookrunner, any of its Affiliates or any of its or their respective Representatives as to the accuracy, completeness or sufficiency of the information contained in this Announcement.
In connection with the Placing, the Joint Bookrunners may release communications to the market as to the extent to which the book is "covered". A communication that a transaction is, or that the books are, "covered" refers to the position of the order book at that time. It is not an assurance that the books will remain covered, that the transaction will take place on any terms indicated or at all, or that if the transaction does take place, the securities will be fully distributed by the Joint Bookrunners. In connection with the Placing, each Joint Bookrunner and any of its Affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, any Joint Bookrunner and any of its Affiliates acting in such capacity. In addition, any Joint Bookrunner and any of its Affiliates may enter into financing arrangements (including swaps) with investors in connection with which that Joint Bookrunner and any of its Affiliates may from time to time acquire, hold or dispose of shares. No Joint Bookrunner intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. 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. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation or the EU Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act, 2000, as amended, does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
UK PRODUCT GOVERNANCE REQUIREMENTS
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU PRODUCT GOVERNANCE REQUIREMENTS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX 1
Terms and Conditions of the Placing
IMPORTANT INFORMATION ON THE BOOKBUILD FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE REGULATION (EU) 2017/1129 ("EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE ASSIMILATED REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION WITHDRAWAL ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2) (A) TO (D) OF THE ORDER; OR (C) IF IN SINGAPORE, PERSONS WHO ARE EITHER AN INSTITUTIONAL INVESTOR AS DEFINED UNDER SECTION 4A(1)(C) OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE (THE "SFA"), A "RELEVANT PERSON" AS DEFINED UNDER SECTION 275(2) OF THE SFA OR A PERSON TO WHOM AN OFFER IS BEING MADE PURSUANT TO SECTION 275(1A) OF THE SFA ("SINGAPORE PROSPECTUS REGULATION"); OR (D) IF IN HONG KONG, PROFESSIONAL INVESTORS AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP 571 OF THE LAWS OF HONG KONG) AND ANY RULES MADE UNDER THAT ORDINANCE ("PROFESSIONAL INVESTORS"); OR IF IN SWITZERLAND, IT IS A PROFESSIONAL CLIENT AS DEFINED BY ART. 4 (3) AND (4) OF THE SWISS FINANCIAL SERVICES ACT ("FINSA") , TO THE EXCLUSION OF HIGH-NET WORTH RETAIL CLIENTS AND PRIVATE INVESTMENT STRUCTURES CREATED FOR THEM WHO HAVE EXPRESSLY DECLARED THAT THEY WISH TO BE TREATED AS PROFESSIONAL CLIENTS PURSUANT TO ART. 5(1) OF FINSA; OR (F) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY STIFEL NICOLAUS EUROPE LIMITED ("STIFEL") AND/OR TAMESIS PARTNERS LLP AND/OR PANMURE LIBERUM LIMITED (EACH A "JOINT BOOKRUNNER", TOGETHER THE "JOINT BOOKRUNNERS") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES (AS SUCH TERM IS DEFINED BELOW).
Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in Appendix 2 below headed "Definitions".
If a person indicates to a Joint Bookrunner that it wishes to participate in the Placing by making an oral or written offer to acquire Placing Shares (each such person, a "Placee") it will be deemed to have read and understood these terms and conditions and the Announcement of which they form a part in their entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions as deemed to be made by Placees. In particular, each such Placee represents, warrants and acknowledges that it is a Relevant Person and undertakes that it will acquire, hold, manage and dispose of any of the Placing Shares that are allocated to it for the purposes of its business only. Further, each such Placee represents, warrants and agrees that if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, that the Placing Shares acquired by and/or subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale to qualified investors (as defined above) in the UK or in a member state of the EEA, or in circumstances in which the prior consent of the relevant Joint Bookrunner has been given to each such proposed offer or resale. These terms and conditions do not constitute an offer to sell or issue or the invitation or solicitation of an offer to buy or acquire Placing Shares. Potential investors in the United States will need to be Qualified Institutional Buyers.
Subject to certain exceptions, these terms and conditions and the information contained herein are not for release, publication or distribution, directly or indirectly, in whole or in part, to persons in the United States, Australia, Switzerland, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful ("Excluded Territory").
The distribution of these terms and conditions and the offer and/or placing of Placing Shares in certain other jurisdictions may be restricted by law. No action has been taken by the Joint Bookrunners or the Company that would permit an offer of the Placing Shares or possession or distribution of these terms and conditions or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required, save as mentioned above. Persons into whose possession these terms and conditions come are required by the Joint Bookrunners and the Company to inform themselves about and to observe any such restrictions.
No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") or the Monetary Authority of Singapore, or the Hong Kong Companies Registry in relation to the Placing or the Placing Shares and each Placee's commitment will be made solely on the basis of the information set out in this Announcement. Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Company and none of the Joint Bookrunners, the Company, nor any person acting on such person's behalf nor any of their respective affiliates has or shall have liability for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
No undertaking, representation, warranty or any other assurance, express or implied, is made or given by or on behalf of the Joint Bookrunners or any of their affiliates, their respective directors, officers, employees, agents, advisers, or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this Announcement or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company or the Placing and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, save to the extent permitted by law, no liability whatsoever is accepted by the Joint Bookrunners or any of their respective directors, officers, employees or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this Announcement or such information or opinions contained herein.
All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation, the UK Prospectus Regulation and/or the Singapore Prospectus Regulation from the requirement to produce a prospectus.
These terms and conditions do not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares or any other securities or an inducement to enter into investment activity, nor shall these terms and conditions (or any part of them), nor the fact of their distribution, form the basis of, or be relied on in connection with, any investment activity. No statement in these terms and conditions is intended to be nor may be construed as a profit forecast and no statement made herein should be interpreted to mean that the Company's profits or earnings for any future period will necessarily match or exceed historical published profits or earnings of the Company.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, each Joint Bookrunner is only procuring investors in the United Kingdom which meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "EU Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the EU Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. In all circumstances the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Notice to Investors in Hong Kong
This announcement has not been reviewed by any regulatory authority in Hong Kong and it has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) ("C(WUMP)O"), nor has it been authorised by the Securities and Futures Commission pursuant to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) ("SFO"). Accordingly, the Placing Shares may not be offered or sold in Hong Kong, by means of any document, other than (a) to persons who are "professional investors" as defined in the SFO and any rules made thereunder; or (b) in other circumstances which do not result in this announcement being a "prospectus" as defined in the C(WUMP)O or which do not constitute an offer to the public within the meaning of C(WUMP)O.
No advertisement, invitation or document relating to the Placing Shares, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong has been or will be issued or may be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere (except if permitted to do so under the securities laws of Hong Kong), other than with respect to the Placing Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to ''professional investors'' as defined in the SFO and any rules made thereunder.
Notice To Swiss Investors
The Placing Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FINSA") and no application has or will be made to admit the Placing shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. neither this announcement nor any other offering or marketing material relating to the placing shares constitutes a prospectus pursuant to the FINSA, and neither this announcement nor any other offering or marketing material relating to the placing shares may be publicly distributed or otherwise made publicly available in Switzerland. the offering of the placing shares in Switzerland is exempt from the requirement to prepare and publish a prospectus under the FINSA because such offering is made to professional clients within the meaning of the FINSA only.
Proposed Placing
The Joint Bookrunners have entered into the Placing Agreement with the Company pursuant to which, on the terms and subject to the conditions set out in such Placing Agreement, the Joint Bookrunners as agents for and on behalf of the Company, have agreed to use their reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.
Placees are referred to these terms and conditions and this Announcement containing details of, inter alia, the Placing. These terms and conditions and this Announcement have been prepared and issued by the Company, and is the sole responsibility of the Company.
The Placing Shares will, when issued and fully paid, be identical to, and rank pari passu with, the existing Common Shares, including the right to receive all dividends and other distributions declared, made or paid on the existing Common Shares after their admission to the main market for listed securities.
Applications will be made to the London Stock Exchange for the Placing Shares to be issued under the Placing to be admitted to the Official List (Equity Shares (Commercial Companies) segment) becoming effective in accordance with the UKLR and the admitted to trading on the main market for listed securities operated by the London Stock Exchange in accordance with the Admission and Disclosure Standards.
Subject to the conditions below being satisfied, it is expected that:
· First Admission will become effective on or around 25 November 2025. It is expected that dealings for normal settlement in the First Placing Shares will commence at 8.00 a.m. on the same day; and
· Second Admission will become effective on or around 15 December 2025. It is expected that dealings for normal settlement in the Second Placing Shares will commence at 8.00 a.m. on the same day.
· The Placing Shares will be allotted and issued in two tranches:
· the first tranche will be up to a maximum of 19,672,227 First Placing Shares utilising the Company's existing share issuance authorities and shall be allocated on a pro rata basis with the other First Placing Shares; and
· the Second Placing Shares, being the balance of the Placing Shares not issuable in the First Admission will be allotted and issued conditional upon (inter alia) approval of the Resolutions at a General Meeting.
Bookbuild of the Placing
Commencing today, the Joint Bookrunners will be conducting an accelerated bookbuild (the "Bookbuild") to determine demand for participation in the Placing. The Joint Bookrunners will seek to procure Placees as agents for the Company as part of this Bookbuild. These terms and conditions give details of the terms and conditions of, and the mechanics of participation in, the Placing.
Principal terms of the Bookbuild
(a) By participating in the Placing, Placees will be deemed to have read and understood this Announcement and these terms and conditions in their entirety and to be participating and making an offer for any Placing Shares on these terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in these terms and conditions.
(b) The Joint Bookrunners are arranging the Placing as agents of the Company.
(c) The Bookbuild will establish the number of Placing Shares to be issued and the aggregate proceeds to be raised through the Placing, which will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The number of Placing Shares to be issued will be announced through the Placing Results Announcement (as defined below) following the completion of the Bookbuild.
(d) Participation in the Placing will only be available to persons who are Relevant Persons and who may lawfully be and are invited to participate by a Joint Bookrunner. The Joint Bookrunners (in their independent and individual capacity) and their affiliates are entitled to offer to subscribe for Placing Shares as principals in the Bookbuild.
(e) Any offer to subscribe for Placing Shares should state the aggregate number of Placing Shares which the Placee wishes to acquire. The Issue Price will be payable by the Placees in respect of the Placing Shares allocated to them.
(f) The Bookbuild is expected to close no later than 7:00 a.m. on 21 November 2025 but may close earlier or later, at the discretion of the Joint Bookrunners and the Company. The timing of the closing of the books and allocations will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild (the "Allocation Policy"). The Joint Bookrunners may, in agreement with the Company, accept offers to subscribe for Placing Shares that are received after the Bookbuild has closed. An offer to subscribe for Placing Shares in the Bookbuild will be made on the basis of these terms and conditions and will be legally binding on the Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation after the close of the Bookbuild.
(g) Subject to paragraph (e) above, the Joint Bookrunners reserve the right including with or at the instruction of the Company not to accept an offer to subscribe for Placing Shares, either in whole or in part, on the basis of the Allocation Policy and may scale down any offer to subscribe for Placing Shares for this purpose.
(h) If successful, each Placee's allocation will be confirmed to it by the relevant Joint Broker following the close of the Bookbuild. Oral or written confirmation (at the relevant Joint Bookrunner's discretion) from the relevant Joint Bookrunner to such Placee confirming its allocation will constitute a legally binding commitment upon such Placee, in favour of the relevant Joint Bookrunner and the Company to acquire the number of Placing Shares allocated to it on the terms and conditions set out herein. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Company, to pay to the relevant Joint Bookrunner (or as the relevant Joint Bookrunner may direct) as agent for the Company in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares which such Placee has agreed to acquire.
(i) The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued (the "Placing Results Announcement"). It is expected that such Placing Results Announcement will be made as soon as practicable after the close of the Bookbuild.
(j) Subject to paragraphs (g) and (h) above, the Joint Bookrunners reserve the right not to accept bids or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion and may scale down any bids as they may determine, subject to agreement with the Company. The acceptance of bids shall be at the relevant Joint Bookrunner's absolute discretion, subject only to agreement with the Company.
(k) Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all First Placing Shares to be acquired pursuant to the Placing will be required to be made at the time specified and settlement for all Second Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under the paragraph entitled "Registration and Settlement".
(l) No commissions are payable to Placees in respect of the Placing.
(m) By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. All obligations under the Placing will be subject to the fulfilment of the conditions referred to below under the paragraphs entitled "Conditions of the Placing" and "Termination of the Placing Agreement".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of the Joint Bookrunners under the Placing Agreement in respect of the placing of the First Placing Shares are conditional on, amongst other things:
(a) the Company having complied with its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to First Admission);
(b) First Admission having occurred not later than 8.00 a.m. 25 November 2025 or such later date as the Company and the Joint Bookrunners may agree, but in any event not later than 8.00 a.m. on 2 December 2025.
Once First Admission has occurred, no party to the Placing Agreement shall be able to terminate any part of the Placing Agreement which relates to First Admission and/or the placing, allotment or issue of the First Placing Shares.
The obligations of the Joint Bookrunners under the Placing Agreement in respect of the placing of the Second Placing Shares are conditional on, amongst other things:
(a) First Admission having occurred;
(b) the Company having complied with its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Second Admission);
(c) the passing at the General Meeting of the Resolutions, without amendment; and
(d) Second Admission having occurred not later than 8.00 a.m. 15 December 2025 or such later date as the Company and the Joint Bookrunners may agree, but in any event not later than 8.00 a.m. on 31 December 2025.
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Joint Bookrunners by the respective time or date where specified, (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 Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by the Placee in respect thereof. If the Placing Agreement is terminated after the First Admission, but prior to Second Admission, such termination shall be without prejudice to the First Admission.
The Joint Bookrunners, at their discretion and upon such terms as they think fit, may waive 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 certain conditions (including as regards the First Placing Shares the condition relating to First Admission referred to in paragraph (b) above, and as regards the Second Placing Shares, the condition relating to Second Admission referred to in paragraph (d) above) may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of the Joint Bookrunners nor the Company nor any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.
Termination of the Placing Agreement
Any of the Joint Bookrunners are entitled at any time before First Admission or Second Admission, as applicable, to terminate the Placing and the Placing Agreement in respect of the First Placing Shares at any time prior to First Admission, and in respect of the Second Placing Shares at any time prior to Second Admission, in accordance with the terms of the Placing Agreement if, amongst other things:
(a) the Company fails, in any material respect, to comply with any of its obligations under the Placing Agreement or it commits a breach of the rules and regulations of the FCA and/or London Stock Exchange and/or the UKLR, Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, FSMA, UK MAR, the SFA or any other applicable law; or
(b) it comes to the notice of any Joint Bookrunner that any statement contained in this Announcement (and any other Placing Document) was untrue, incorrect or misleading at the date of this Announcement or has become untrue, incorrect or misleading in each case in any respect which any Joint Bookrunner considers to be material in the context of the Placing or that any matter which any Joint Bookrunner considers to be material in the context of the Placing has arisen which would, if the Placing were made at that time, constitute a material omission therefrom; or
(c) any of the warranties given by the Company in the Placing Agreement was not true as at the date of the Placing Agreement or has ceased to be true and accurate by reference to the facts subsisting at the time when notice to terminate is given, in each case, in any respect which any Joint Bookrunner considers to be material in the context of the Placing; or
(d) in the opinion of each of Joint Bookrunners, acting in good faith, there shall have occurred any material adverse change in, or any development reasonably likely to involve an adverse change in, the condition (financial, operational, legal or otherwise), profits, business, management, property, assets, rights, results, operations or prospects of the Company or the Group which is material in the context of the Company or the Group taken as a whole, whether or not arising in the ordinary course of business; or
(e) there happens, develops or comes into effect: (i) a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom; or (ii) the outbreak or escalation of hostilities, war or acts of terrorism, involving the United Kingdom or the declaration by the United Kingdom of a national emergency or war; or (iii) any other occurrence of any kind which in any such case (by itself or together with any other such occurrence) in the reasonable opinion of any Joint Bookrunner is likely to materially and adversely affect the market's position or prospects of the Company taken as a whole; or (iv) any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in the reasonable opinion of any Joint Bookrunner is materially adverse.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
Notwithstanding any other provision of the Placing Agreement, once First Admission has occurred no party to the Placing Agreement shall be able to terminate any part of the Placing Agreement which relates to First Admission and/or the placing, allotment or issue of the First Placing Shares.
Placing Procedure
Placees shall acquire the Placing Shares to be issued pursuant to the Placing and any allocation of the Placing Shares to be issued pursuant to the Placing will be notified to them on or around 21 November 2025 (or such other time and/or date as the Company and the Joint Bookrunners may agree).
Payment in full for any Placing Shares so allocated in respect of the Placing at the Issue Price must be made by no later than 7.00 a.m. (or such other date as shall be notified to each Placee by the relevant Joint Bookrunner) on the expected closing date of the Placing. The relevant Joint Bookrunner or the Company will notify Placees if any of the dates in these terms and conditions should change.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission of the Placing Shares will take place within the CREST system, subject to certain exceptions. The Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, Depositary Interests representing the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with a respective Joint Bookrunner. In the event of any difficulties or delays in the admission of the Depositary Interests representing the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares will be issued in certificated form.
Settlement of transactions in the First Placing Shares following First Admission will be on a delivery versus payment basis and settlement is expected to take place on or around the First Admission Settlement Date on a T+2 basis.
Settlement of transactions in the Second Placing Shares following Second Admission will be on a delivery versus payment basis and settlement is expected to take place on or around the Second Admission Settlement Date on a T+2 basis.
Interest is chargeable daily on payments to the extent that value is received after the due date from Placees at the rate of 2 percentage points above the prevailing Sterling Overnight Index Average. Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Joint Bookrunner may sell any or all of the Placing Shares allocated to it on its behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. By communicating a bid for Placing Shares, each Placee confers on the relevant Joint Bookrunner all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the relevant Joint Bookrunner lawfully takes in pursuance of such sale. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon any transaction in the Placing Shares on such Placee's behalf.
Acceptance
By participating in the Placing, a Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners and the Company, the following:
1. it is a Relevant Person and undertakes to subscribe at the Issue Price for those Placing Shares allocated to it by the Joint Bookrunners;
2. it has read and understood this Announcement (including these terms and conditions) in its entirety and that it has neither received nor relied on any information given or any investigations, representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares, or otherwise, other than the information contained in this Announcement (including these terms and conditions) and that in accepting the offer of its Placing participation it will be relying solely on the information contained in this Announcement (including these terms and conditions) and undertakes not to redistribute or duplicate such documents;
3. its oral or written commitment will be made solely on the basis of the information set out in this Announcement and the information publicly announced to a Regulatory Information Service by or on behalf of the Company as at the date of this Announcement, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, or representations or warranties or statements made, by the Joint Bookrunners or the Company nor any of their respective affiliates and neither the Joint Bookrunners nor the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement;
4. the content of this Announcement and these terms and conditions are exclusively the responsibility of the Company and agrees that neither the Joint Bookrunners nor any of their affiliates nor any person acting on behalf of any of them will be responsible for or shall have liability for any information, representation or statements contained therein or any information previously published by or on behalf of the Company, and neither the Joint Bookrunners nor the Company, nor any of their respective affiliates or any person acting on behalf of any such person will be responsible or liable for a Placee's decision to accept its Placing participation;
5. (i) it has not relied on, and will not rely on, any information relating to the Company contained or which may be contained in any research report or investor presentation prepared or which may be prepared by the Joint Bookrunners, the Company or any of their affiliates; (ii) none of the Joint Bookrunners, their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company; (iii) none of the Company their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company save for any information published via a regulatory information service; (iv) none of the Joint Bookrunners, the Company or their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for any additional information that has otherwise been made available to it, whether at the date of publication of such information, the date of these terms and conditions or otherwise; and that (v) none of the Joint Bookrunners, the Company or their affiliates or any person acting on behalf of any of such persons makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of any such information referred to in (i) to (iv) above, whether at the date of publication of such information, the date of this Announcement or otherwise;
6. it has made its own assessment of the Company and has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing, and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its decision to participate in the Placing;
7. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; (ii) it is and will remain liable to the Company and the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person); (iii) if it is in the United Kingdom, it is a person: (a) who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2) of the Order; and (b) is a "qualified investor" as defined in Article 2(e) of the UK Prospectus Regulation; (iv) if it is in a member state of the EEA, it is a "qualified investor" within the meaning of Article 2(e) of the EU Prospectus Regulation; (v) if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed by it in the Placing are not being acquired on a nondiscretionary basis for, or on behalf of, nor will they be acquired with a view to their offer or resale to persons in the UK or in a member state of the EEA in circumstances which may give rise to an offer of shares to the public, other than their offer or resale to qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation or within the meaning of Article 2(e) of the EU Prospectus Regulation in a member state of the EEA which has implemented the EU Prospectus Regulation;
8. in the case of a person in Singapore who acquires any Placing Shares pursuant to the Placing, it is a person who is either an institutional investor as defined under section 4A(1)(c) of the SFA, a "relevant person" as defined under section 275(2) of the SFA or a person to whom an offer is being made pursuant to section 275(1A) of the SFA;
9. in the case of a person in Hong Kong who acquires any Placing Shares pursuant to the Placing, it is a Professional Investor (as defined in the SFO) and (i) it is taking up the Placing Shares as principal for its own account; and (ii) it is not taking up the Placing Shares on behalf of any other person(s) or with a view to distribute such Placing Shares to other person(s);
10. if in the case of a person in Switzerland who acquires Placing Shares it is a professional client as defined by Art. 4 (3) and (4) of FinSA, to the exclusion of high-net worth retail clients and private investment structures created for them who have expressly declared that they wish to be treated as professional clients pursuant to Art. 5(1) of FinSA;
11. if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made generally available;
12. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Money Laundering Sourcebook of the FCA, the US Foreign Corrupt Practice Act of 1977 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as may be required by the Regulations;
13. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
14. it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
15. unless otherwise agreed by the Company (after agreement with the Joint Bookrunners), it is not, and at the time the Placing Shares are subscribed for and purchased will not be, subscribing for and on behalf of a resident of Canada, Australia, Japan, the Republic of South Africa and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of any Excluded Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;
16. it does not expect the Joint Bookrunners to have any duties or responsibilities towards it for providing protections afforded to clients under the rules of the FCA Handbook (the "Rules") or advising it with regard to the Placing Shares and that it is not, and will not be, a client of either of the Joint Bookrunners as defined by the Rules. Likewise, any payment by it will not be treated as client money governed by the Rules;
17. any exercise by the Joint Bookrunners of any right to terminate the Placing Agreement or of other rights or discretions under the Placing Agreement or the Placing shall be within the Joint Bookrunners' absolute discretion and the Joint Bookrunners shall not have any liability to it whatsoever in relation to any decision to exercise or not to exercise any such right or the timing thereof;
18. it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges, agrees and undertakes that it will make payment to the relevant Joint Bookrunner for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement (being the First Admission Settlement Date in respect of any First Placing Shares and the Second Admission Settlement Date as regards any Second Placing Shares), failing which the relevant Placing Shares may be placed with others on such terms as the relevant Joint Bookrunner may, in its absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
19. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into any Excluded Territory (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
20. neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee(s) or agent(s) for, and that the Placing Shares will not be allotted to, a person/person(s) whose business either is or includes issuing depository receipts or the provision of clearance services and therefore that the issue to the Placee, or the person specified by the Placee for registration as holder, of the Placing Shares will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;
21. the person who it specifies for registration as holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as the case may be, and acknowledges that the Joint Bookrunners and the Company will not be responsible for any liability to pay stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement; and each Placee and any person acting on behalf of such Placee agrees to participate in the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
22. where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire Placing Shares for that managed account;
23. if it is a pension fund or investment company, its acquisition of any Placing Shares is in full compliance with applicable laws and regulations;
24. it and/or each person on whose behalf it is participating: (i) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations; and (iii) has the capacity and has obtained all requisite authorities and consents (including, without limitation, in the case of a person acting on behalf of a Placee, all requisite authorities and consents to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and has complied with all necessary formalities to enable it to enter into the transactions and make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contemplated hereby and to perform and honour its obligations in relation thereto on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); (iv) does so agree to the terms set out in this Appendix 1 and does so make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contained in this Announcement on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); and (v) is and will remain liable to the Company and the Joint Bookrunners for the performance of all its obligations as a Placee of the Placing (whether or not it is acting on behalf of another person);
if it has received any "inside information" as defined in the UK MAR about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK MAR, prior to the information being made publicly available;
25. in order to ensure compliance with the Money Laundering Regulations 2017, the Joint Bookrunners (for their own purposes and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the relevant Joint Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the relevant Joint Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the relevant Joint Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the relevant Joint Bookrunner (for its own purpose and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the relevant Joint Bookrunner and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited at the risk of the relevant Placee and each Placee agrees that no claim can be made by the Placee in respect thereof;
26. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;
27. it has not offered or sold and will not offer or sell any Placing Shares to persons in any member state of the EEA prior to Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;
28. it has not offered or sold and will not offer or sell any Placing Shares to persons in Singapore prior to Admission except to persons who are either an institutional investor as defined under section 4A(1)(c) of the SFA, a "relevant person" as defined under section 275(2) of the SFA or a person to whom an offer is being made pursuant to section 275(1A) of the SFA;
29. participation in the Placing is on the basis that, for the purposes of the Placing, it is not and will not be a client of either of the Joint Bookrunners and that the Joint Bookrunners do not have any duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or the contents of these terms and conditions;
30. to provide the Joint Bookrunners or the Company (as relevant) with such relevant documents as they may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Placing, subject to its legal, regulatory and compliance requirements and restrictions;
31. to the extent that it is a legal or beneficial holder of Common Shares, that it will submit, or procure the submission by its nominee of, either: (i) a validly signed Form of Proxy; or (ii) CREST voting instructions, voting in favour of the Resolutions, in either case not later than 72 hours prior to the General Meeting;
32. 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 its behalf and on behalf of any Placee on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
33. to fully and effectively indemnify on an on-demand after tax basis and hold harmless the Company, the Joint Bookrunners and each of their respective affiliates, and any such person's respective affiliates, subsidiaries, branches, associates and holding companies, and in each case their respective directors, employees, officers and agents from and against any and all losses, claims, damages, liabilities, costs and expenses (including legal fees and expenses): (i) arising from any breach by such Placee of any of the provisions of these terms and conditions; (ii) incurred by either Joint Bookrunner and/or the Company arising from the performance of the Placee's obligations as set out in these terms and conditions and (iii) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements or undertakings contained in the Announcement and further agrees that the provisions of these terms and conditions shall survive after completion of the Placing;
34. in making any decision to subscribe for the Placing Shares: (i) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company operates, and the terms of the Placing, including the merits and risks involved; (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment; and (v) will not look to the Joint Bookrunners or any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
35. its allocation of Placing Shares will be split pro rata between the First Admission and the Second Admission;
36. its commitment to acquire Placing Shares will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing, and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing; and
37. it acknowledges and understands that the Joint Bookrunners and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and undertakings which are irrevocable.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement assumes that such Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer such Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in such Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which none of the Company nor the Joint Bookrunners would be responsible and Placees shall indemnify the Company and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent. If this is the case, it would be sensible for Placees to take their own advice and they should notify the relevant Joint Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
Selling Restrictions
By participating in the Placing, a Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners and the Company, the following:
1. it is not a person who has a registered address in, or is a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to subscribe for Placing Shares;
2. it has fully observed and will fully observe the applicable laws of any relevant territory, including complying with the selling restrictions set out herein and obtaining any requisite governmental or other consents and it has fully observed and will fully observe any other requisite formalities and pay any issue, transfer or other taxes due in such territories;
3. if it is in the United Kingdom, it is a person: (i) who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2) of the Order, and (ii) is a "qualified investor" as defined in Article 2(e) of the UK Prospectus Regulation;
4. if it is in a member state of the EEA, it is a "qualified investor" within the meaning of Article 2(e) of the EU Prospectus Regulation;
5. if it is in Singapore, (i) it is a person who is either an institutional investor as defined under Section 4A(1)(c) of the SFA, a "relevant person" as defined under Section 275(2) of the SFA or a person to whom an offer is being made pursuant to Section 275(1A) of the SFA, (ii) it has complied and will comply with all applicable provisions of the SFA and (iii) it will be bound by the limitations and restrictions described in the SFA (including but not limited to section 276 of the SFA);
6. if it is in Hong Kong, it is a Professional Investor (as defined in the SFO) and (i) it is taking up the Placing Shares as principal for its own account; and (ii) it is not taking up the Placing Shares on behalf of any other person(s) or with a view to distribute such Placing Shares to other person(s).
7. if it is in Switzerland, it is a professional client as defined by Art. 4 (3) and (4) of FinSA, to the exclusion of high-net worth retail clients and private investment structures created for them who have expressly declared that they wish to be treated as professional clients pursuant to Art. 5(1) of FinSA;
8. it is a person whose ordinary activities involve it (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of its business and it undertakes that it will (as principal or agent) acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and
9. it (on its behalf and on behalf of any Placee on whose behalf it is acting) has: (a) fully observed the laws of all relevant jurisdictions which apply to it; (b) obtained all governmental and other consents which may be required; (c) fully observed any other requisite formalities; (d) paid or will pay any issue, transfer or other taxes; (e) not taken any action which will or may result in the Company or the Joint Bookrunners (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Placing; (f) obtained all other necessary consents and authorities required to enable it to give its commitment to subscribe for the relevant Placing Shares; and (g) the power and capacity to, and will, perform its obligations under the terms contained in these terms and conditions.
Miscellaneous
The Company reserves the right to treat as invalid any application or purported application for Placing Shares that appears to the Company or its agents to have been executed, effected or dispatched from any Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of Placing Shares in any Excluded Territory, or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates.
When a Placee or person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with the relevant Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of their own business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner.
Times
Unless the context otherwise requires, all references to time are to London time. All times and dates in these terms and conditions may be subject to amendment. The Joint Bookrunners will notify Placees and any persons acting on behalf of the Placees of any changes.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement, unless the context requires otherwise:
|
"Admission" |
means First Admission and/or Second Admission as the context admits
|
|
"Admission and Disclosure Standards" |
means the admission and disclosure standards published by the London Stock Exchange from time to time; |
|
"Bookbuild" |
the accelerated bookbuild conducted by the Joint Bookrunners in relation to the Placing |
|
"Circular" |
means the circular prepared in accordance with UKLR 10 to be posted to members of the Company on or about 24 November 2025 |
|
"Closing Price" |
unless otherwise stated, the closing middle market quotation of an Common Share on any given day as derived from the Daily Official List as published by the London Stock Exchange |
|
"Common Shares" |
common shares of USD0.0001 each in the capital of the Company |
|
"Company" |
Capital Limited, an exempted company incorporated in Bermuda with registered number 34477 and with its registered office at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda; |
|
"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & International Limited is the Operator (as also defined in the CREST Regulations) |
|
"Depositary" |
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom |
|
"Depositary Interests" |
the dematerialised depositary interests issued or to be issued by the Depositary in respect of and representing Common Shares on a one-for-one basis |
|
"Directors" or "Board" |
the directors of the Company |
|
"dollars" or "$" |
US dollars, the lawful currency of the United States of America |
|
"Enlarged Share Capital" |
the enlarged share capital of the Company upon Admission, comprising the Existing Common Shares and the Placing Shares |
|
"Existing Common Shares" |
the 196,722,278 Common Shares in issue |
|
"FCA" |
the Financial Conduct Authority |
|
"First Admission" |
means admission of the First Placing Shares to trading on the Official List (Equity Shares (Commercial Companies) category) becoming effective accordance with the UKLR and the admission of the First Placing Shares to trading on the main market for listed securities operated by the London Stock Exchange in accordance with the Admission and Disclosure Standards |
|
"First Admission Settlement Date" |
the date the settlement of transactions in the First Placing Shares following the First Admission will take place within the CREST system (subject to certain exceptions) which is expected to occur on 25 November 2025 |
|
"First Placing" |
the placing of the First Placing Shares by the Joint Bookrunners at the Issue Price |
|
"First Placing Shares" |
the new Common Shares to be issued pursuant to the first tranche of the Placing to Placees which are proposed to be admitted to trading on the Official List (Equity Shares (Commercial Companies) category) at First Admission |
|
"Form of Proxy" |
the form of proxy for use by Shareholders in connection with the General Meeting |
|
"FSMA" |
the Financial Services and Markets Act 2000 (as amended) including any regulations made pursuant thereto |
|
"General Meeting" |
the general meeting of the Company which will be convened to take place on 11 December 2025 at 10.00 a.m. GMT |
|
"GMT" |
Greenwich Mean Time; |
|
"Group" |
the Company and its subsidiaries as at the date of this Announcement |
|
"Issue Price" |
107 pence per Placing Share |
|
"Joint Bookrunners" |
means each of Stifel, Tamesis and Panmure Liberum, and "Joint Bookrunner" shall mean any one of them |
|
"London Stock Exchange" |
London Stock Exchange plc |
|
"UK MAR" |
assimilated Regulation (EU) No 596/2014 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 |
|
"Notice of General Meeting" |
the notice convening the General Meeting |
|
"Official List" |
the official list of the Financial Conduct Authority |
|
"Opening Announcement" |
means the press announcement in the agreed form to be issued via the Regulatory Information Service relating, inter alia, to the Placing |
|
"Panmure Liberum" |
Panmure Liberum Limited, a limited liability company incorporated in England and Wales with registered number 04915201, the Company's joint bookrunner |
|
"Placing" |
the conditional placing of the Placing Shares by the Joint Bookrunners at the Issue Price pursuant to the Placing Agreement |
|
"Placing Agreement" |
the conditional agreement dated 20 November 2025 between (1) the Company (2) Stifel (3) Tamesis and (4) Panmure Liberum relating to the Placing |
|
"Placing Document(s)" |
means the Circular, the Presentation, the Opening Announcement and the Placing Results Announcement (and any amendment or supplement thereto) |
|
"Placing Results Announcement" |
means the press announcement in the agreed form, to be issued via the Regulatory Information Service relating, inter alia, to the Placing |
|
"Placing Shares" |
means the new Common Shares proposed to be issued by the Company to Placees pursuant to the Placing (being the First Placing Shares and/or the Second Placing Shares as the context admits), and which shall be represented by depositary interests for the purposes of settlement in CREST |
|
"Presentation" |
means the investor presentation, in the agreed form, which was used by the Company in connection with the Placing |
|
"Prospectus Regulation Rules" |
the prospectus regulation rules made by the FCA pursuant to the section 73A of the FSMA |
|
"Regulatory Information Service" |
means a regulatory information service that is on the list of regulatory information services maintained by the FCA from time to time or, if such a service is not operational at the relevant time, the Company Announcements Office at the London Stock Exchange |
|
"Resolutions" |
the resolutions set out in the Notice of General Meeting |
|
"Second Admission" |
means admission of the Second Placing Shares to trading on the Official List (Equity Shares (Commercial Companies) category) becoming effective in accordance with the UKLR and the admission of the Second Placing Shares to trading on the main market for listed securities operated by the London Stock Exchange in accordance with the Admission and Disclosure Standards |
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"Second Admission Settlement Date" |
the date the settlement of transactions in the Second Placing Shares following the Second Admission will take place within the CREST system (subject to certain exceptions) which is expected to occur on 15 December 2025 |
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"Second Placing" |
the placing of the Second Placing Shares by the Joint Bookrunners at the Issue Price |
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"Second Placing Shares" |
the new Common Shares to be issued pursuant to the second tranche of the Placing to Placees which are proposed to be admitted to trading to trading on the Official List (Equity Shares (Commercial Companies) category at Second Admission |
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"Shareholders" |
holders of the Common Shares from time to time |
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"sterling" or "£" |
pounds sterling, the lawful currency of the United Kingdom |
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"Stifel" |
Stifel Nicolaus Europe Limited a limited liability company incorporated and registered in England and Wales with registered number 03719559, the Company's joint bookrunner |
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"Takeover Panel" |
The Panel on Takeovers and Mergers, an independent body that issues and administers the Code and supervises and regulates takeovers and other matters to which the Code applies |
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"Tamesis" |
Tamesis Partners LLP, a limited liability partnership incorporated and registered in England and Wales with registered number OC412104, the Company's joint bookrunner |
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"UKLR" |
means the rules published by the FCA and contained in the UK Listing Rules sourcebook as part of the FCA Handbook, as amended from time to time; |
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"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
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