Result of Oversubscribed Equity Fundraise
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED FROM TIME TO TIME) ("UK MAR") . UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
6 April 2022
ECO (ATLANTIC) OIL & GAS LTD.
("Eco Atlantic", "Company", "Eco" or, together with its subsidiaries, the "Group")
Result of Oversubscribed Equity Fundraise
Eco (Atlantic) Oil & Gas Ltd. (AIM: ECO, TSX-V:EOG) is pleased to announce, further to the Company's announcement of 5 April 2022, the successful completion of an oversubscribed Equity Fundraise. A total of 64,885,496 new Common Shares in the capital of the Company have been conditionally placed with, or subscribed for by, new and existing institutional investors at a price of £0.30 per Placing Share (or, for Placees in Canada, CAN$0.50) (the "Issue Price"). On settlement, the Equity Fundraise will raise gross proceeds of approximately £19.5 million (approximately US$25.5 million) for the Company before expenses consisting of:
· 48,040,714 new Common Shares pursuant to the Placing, raising gross proceeds of approximately £14.4 million (approximately US$18.9 million);
· 10,178,116 new Common Shares pursuant to the Subscription, raising gross proceeds of approximately £3.1 million (approximately US$4.0 million); and
· 6,666,666 new Common Shares pursuant to the Retail Offer on the PrimaryBid platform, raising gross proceeds of approximately £2.0 million (approximately US$2.6 million).
In aggregate, the new Common Shares to be issued pursuant to the Equity Fundraise represent 28.8% of the issued share capital of the Company prior to the Equity Fundraise and 22.4% of the Company's issued share capital as enlarged by the Equity Fundraise.
In connection with the Placing, Berenberg, SpareBank 1 Markets and Echelon acted as Joint Bookrunners and the brokered private placement element of the Placing was conducted by Echelon acting as Canadian agents.
The Equity Fundraise Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Common Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Application has been made to the London Stock Exchange for admission of the Placing Shares, the Subscription Shares and the Retail Offer Shares to trading on AIM. The issuance of the Equity Fundraise Shares is subject to conditional approval by the TSX Venture Exchange. It is expected that AIM Admission will take place on or around 8.00 a.m. BST on 11 April 2022 and that dealings in the Placing Shares, the Subscription Shares and the Retail Offer Shares on AIM will commence at the same time.
Following AIM Admission, the enlarged issued share capital of the Company will be 289,875,431 Common Shares. The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company.
The Equity Fundraise is conditional upon, amongst other things, AIM Admission becoming effective and upon the Placing Agreement not being terminated in accordance with its terms.
Gil Holzman, Co-Founder and CEO of Eco Atlantic, commented:
" We are delighted with the result of this oversubscribed placing and grateful for the strong demand and support from investors, in particular our existing shareholders and our strategic alliance partners Africa Oil Corp.
"The capital raised will support the upcoming drilling of the Gazania-1 well on Block 2B, offshore South Africa, further G&G work across the entire portfolio and will also ensure that we maintain a strong balance sheet to continue executing on our consolidation strategy aimed at becoming the most exciting exploration company in the E&P Sector with multiple drilling catalysts."
Details of the Placing
In connection with the Placing, Berenberg, SpareBank and Echelon acted as Joint Bookrunners.
The Placing was conducted through an accelerated bookbuild process which was launched immediately following the release of the announcement dated 5 April 2022.
The Placing was conducted in accordance with the terms and conditions set out in the Appendix (which forms part of the launch announcement dated 5 April 2022).
The Joint Bookrunners commenced the Bookbuild immediately following the release of the announcement dated 5 April 2022. The number of Placing Shares was determined at the end of the Bookbuild.
The Placing Shares placed with investors outside of Canada and the Retail Offer Shares will be freely transferable in the UK, but these shares are subject to a restrictive hold period of four months and one day in Canada (beginning on the date of issuance of such shares) (the "Restricted Period") which will prevent t he Placing Shares from being resold in Canada or to a Canadian, through a Canadian exchange or otherwise in Canada or to a Canadian, during the Restricted Period without an exemption from the Canadian prospectus requirement.
This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section.
In connection with the Placing the Joint Bookrunners received compensation equal to 5% of the gross proceeds of the Placing equalling approximately £720,611 (approximately CAN$1,174,595). A fee of approximately £100,000 (approximately CAN$163,000) was payable to PrimaryBid Limited in connection with the Retail Offer and no compensation was payable in connection with the Subscription.
Details of the Subscription
Africa Oil Corp, a substantial shareholder in the Company, has subscribed for 10,178,116 Common Shares at the Issue Price, raising gross proceeds of approximately £3.1 million (approximately US$4.0 million). On completion of the Subscription, Africa Oil Corp is expected to hold, in aggregate, 50,086,879 Common Shares representing approximately 17.28% of the Company's issued share capital as enlarged by the Equity Fundraise.
Related Party Transaction
Africa Oil Corp is a substantial shareholder in Eco, holding more than 10% of the Company's issued share capital, and is therefore a related party as defined by the AIM Rules for Companies. Accordingly, the subscription by Africa Oil Corp is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The independent Directors for the purposes of the Africa Oil Corp subscription, being the Directors other than Keith Hill, a Director of Africa Oil Corp, having consulted with the Company's nominated adviser, Strand Hanson Limited, consider that the terms of the Africa Oil Corp Subscription are fair and reasonable insofar as Eco's shareholders are concerned.
As insiders of the Company have participated in the Subscription, it is deemed by TSX-V regulations to be a "Related Party Transaction" pursuant to Canadian Securities Administrators Multilateral Instrument 61-101 "Protection of Minority Security Holders in Special Transactions" ("MI 61-101"), which applies to TSX-V companies. The Subscription is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the securities distributed to, and the consideration received from, interested parties does not exceed 25% of the Company's market capitalisation. The Company did not file a material change report at least 21 days prior to the closing of the Subscription as participation of the insiders had not been confirmed at that time and the Company wished to close on an expedited basis for business reasons.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the announcement of the Equity Fundraise made by the Company at 17:01 (BST) on 5 April 2022.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information, please visit www.ecooilandgas.com or contact the following :
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Eco Atlantic Oil and Gas |
c/o Celicourt +44 (0) 20 8434 2754 |
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Gil Holzman, CEO Colin Kinley, COO Alice Carroll, Head of Marketing and IR |
+44(0)781 729 5070 | +1 (416) 318 8272 |
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Strand Hanson Limited (Financial & Nominated Adviser) |
+44 (0) 20 7409 3494 |
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James Harris James Bellman |
|
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Berenberg (Broker and Joint Bookrunner) |
+44 (0) 20 3207 7800 |
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Emily Morris Detlir Elezi |
|
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Echelon (Joint Bookrunner) |
+1 (0) 416-572-5523 |
|
Ryan Mooney |
|
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SpareBank 1 Markets (Joint Bookrunner) |
+47 (0) 24 14 74 00 |
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Jarand Lønne |
|
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Celicourt (PR) |
+44 (0) 20 8434 2754 |
|
Mark Antelme Jimmy Lea |
|
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as transposed into the laws of the United Kingdom), the person responsible for arranging for the release of this announcement on behalf of the Company is Gil Holzman, Co-Founder and CEO of Eco Atlantic.
Notes to editors
Eco Atlantic is a TSX-V and AIM quoted Atlantic Margin focused oil & gas exploration company with offshore license interests in Guyana, Namibia, and South Africa. Eco aims to deliver material value for its stakeholders through its role in the energy transition to explore for low carbon intensity oil and gas in stable emerging markets close to infrastructure.
Offshore Guyana in the proven Guyana-Suriname Basin, the Group holds a 15% Working Interest in the 1,800 km2 Orinduik Block Operated by Tullow Oil. In Namibia, the Group holds Operatorship and an 85% Working Interests in four offshore Petroleum Licences: PEL's: 97, 98, 99 and 100 representing a combined area of 28,593 km2 in the Walvis Basin.
Offshore South Africa, Eco (through its subsidiary) is designated Operator and holds a 50% working interest in Block 2B, and a 20% Working Interest in Blocks 3B/4B operated by Africa Oil Corp., totalling some 20,643 km2.
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION 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. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, the Republic of South Africa, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States or elsewhere.
No action has been taken by the Company, Berenberg, Echelon or Sparebank 1 Markets or any of their respective affiliates, or any of its or their respective directors , officers, partners, unlimited partners (persӧnlich haftende Gesellschafter), employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any restrictions contained in this announcement. 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. Persons distributing any part of this announcement must satisfy themselves that it is lawful to do so.
Investors Resident in the United Kingdom and the EEA
This announcement is directed at and is only being distributed to: (a) persons in member states of the European Economic Area (the "EEA") who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("Qualified Investors"), (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and who (i) 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 (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (c) persons to whom it may otherwise be lawfully communicated (each such person in (a), (b) and (c), a "Relevant Person"). This announcement and the information in it 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 or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.
Investors Resident in Canada
No offer of securities is made pursuant to this announcement in Canada except to a person who has represented to the Company and/or Berenberg and/or Echelon and/or Sparebank 1 Markets (as applicable) that such person: (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or distribution; and (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario) (the "OSA").
The Placing Shares are being sold in Canada in reliance on an exemption or exemptions from the requirements to provide the relevant Placees with a prospectus and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the applicable Canadian securities laws will not be available to the relevant Placees. The Placing Shares will be subject to statutory resale (hold) restrictions for a period of four months and one day under the applicable Canadian securities laws and any resale of the Placing Shares must be made in accordance with such resale restrictions or in reliance on an available exemption therefrom. Each Placee is solely responsible (and the Company is not in any way responsible) for compliance with applicable securities laws in the resale of any Placing Shares.
No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this announcement or the Placing and no such prospectus is required (in accordance with either the Prospectus Regulation or the UK Prospectus Regulation) to be published.
Certain statements in this announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its or the Group's future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward ‐ looking statements. Any statements contained in this announcement that are not statements of historical fact are, or may be deemed to be, forward ‐ looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward ‐ looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this announcement. Each of the Company, Berenberg, Echelon and Sparebank 1 Markets expressly disclaims any obligation or undertaking to update or revise 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.
Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority in Germany and is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing or any other matter referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matter referred to in this announcement.
Echelon which is authorised and regulated in Canada by the Investment Industry Regulatory Organization of Canada (IIROC), is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing or any other matter referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matter referred to in this announcement.
Sparebank 1 Markets which is authorised and regulated in Norway by the Norwegian Financial Supervisory Authority (Finanstilsynet), is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing or any other matter referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matter referred to in this announcement.
This announcement is being 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 or on behalf of Berenberg and/or Echelon and/or Sparebank 1 Markets to the fullest extent permitted by law (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Berenberg and/or Echelon and/or Sparebank 1 Markets and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Berenberg and/or Echelon and/or Sparebank 1 Markets and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.
This announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this announcement. 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 price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
Any indication in this announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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 periods 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 Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM and the TSX-V. Strand Hanson's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
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 MiFIR 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 MiFIR 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 retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the 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 Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, each of the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (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 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) 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, each of 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.
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