Placing and Subscription to Raise £10 million
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN 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, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF HELIUM ONE GLOBAL LTD IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 . IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
HELIUM ONE GLOBAL LTD
PLACING AND SUBSCRIPTION TO RAISE £10 MILLION
TO ENHANCE THE DEVELOPMENT PROGRAMME ON THE RUKWA PROJECT IN TANZANIA
Total Voting Rights
LONDON, UK (April 16, 2021) - Helium One Global Ltd ("Helium One", "we", "us" or the "Company") (LSE: HE1) is pleased to announce that it has raised gross proceeds of £10 million through a subscription and placing (the "Placing" and "Subscription" together the "Fundraise") by the issue of 100,000,000 Ordinary Shares (the "Fundraise Shares") at 10p per Fundraise Share ("Issue Price") with institutional and other investors.
Highlights
· Significiantly oversubscribed Placing and Subscription raising £10 million at 10p per share
· Funds will be used to continue the fast-track development programme of the Company's Rukwa project in Tanzania
· Proceeds will enable the Company to save significant time and costs by keeping drilling equipment in the field to carry out appraisal work immediately following intended exploration success
· Proceeds will also allow contracting of 3D seismic over any discovery, maximising resource to reserve conversion and allowing completion of the majority of the field appraisal programme before the end of 2021
· Company's directors intend to participate in the Subscription
David Minchin, CEO of Helium One, commented:
"We are delighted to be able to continue the fast-track development of our Rukwa project in Tanzania. The response that we have seen during this oversubscribed fundraise endorses the confidence that we feel in our assets and planned exploration drilling campaign, as well as giving financial support necessary to contract all appraisal work to avoid downtime between any discovery and economic evaluation.
"The fundraise has seen broad support from a number of institutional and other investors, who support our aggressive exploration and appraisal strategy, as well as the quality and scale of our assets.
"Helium remains a vital resource, essential and irreplaceable, and which is a crucial component of growing next-generation technology focussed business. We believe our Rukwa Helium Project is well placed to become a strategic asset in supplying anticipated zero-carbon primary helium into this demand. Whilst we are fully funded for our three well exploration programme, this fundraise will enable us to aggressively carry out our appraisal drilling and 3D seismic programme immediately following any discovery.
"We look forward to welcoming our new shareholders on board at this exciting time for the Company as we prepare to commence our maiden drilling."
For further information about Helium One, please visit our website at www.helium-one.com or contact:
Helium One Global Ltd David Minchin, CEO | +44 20 7920 3150 |
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Beaumont Cornish Ltd (Nominated Adviser) James Biddle, Roland Cornish | +44 20 7628 3396 |
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Canaccord Genuity Limited (Joint Broker) Adam James, Sam Lucas, Tom Diehl | +44 20 7523 8000 |
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Peterhouse Capital Limited (Joint Broker) Lucy Williams, Duncan Vasey
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Pello Capital(Retail Broker) Callum Hill | +44 20 3700 2500 |
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Tavistock(Financial PR) Nick Elwes | +44 20 7920 3150
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Background to the Placing and Subscription and Use of Proceeds
Since its admission to trading on AIM in December 2020, the Company has progressed an aggressive exploration programme in Tanzania with the commencement of the seismic programme in February 2021 and award of the drilling contract in March 2021. A three exploration well drilling programme is targeted to commence in mid-May 2021 upon receipt of environmental and social impact assessment ("ESIA") approvals and data processing from the ongoing infill seismic campaign.
Whilst the three well exploration programme remains fully funded from the Company's existing cash resources, additional funds raised at this time will now enable the Company to contract the drill rig to allow appraisal drilling to take place immediately following the anticipated exploration success. Contracting the rig now will keep the rig on site and save an anticipated c.4 months or more of drilling downtime and c.US$500k in rig mobilisation and demobilisation costs. The proceeds will also allow for the mobilisation of a 3D seismic programme to maximise anticipated reserve to resource conversion andwill fund the costs of a feasibility study as well as working capital and licence fees.
· Appraisal well drilling: £2.4 million
· Enhanced well completion: £0.5 million
· 3D seismic programme: £3.8 million
· Feasibility Studies and licence fees: £1.2 million
· Additional operational contingencies, working capital and expenses: £2.1 million
Details of the Placing and Subscription
The Fundraise Shares are comprised of 41,349,909 Placing Shares introduced by Cannacord Genuity, 33,957,791 ordinary shares introduced by Peterhouse Capital Limited, 23,676,300 ordinary shares introduced by Pello Capital Limited ("Pello") and 1,016,000 Subscription Shares, each at an Issue Price of 10 pence. The Fundraise Shares being issued represent approximately 20.0 per cent. of the existing issued ordinary share capital of the Company. The Issue Price represents a 14.5 percent discount to the closing mid-market price on AIM on 15 April 2021 and a 6.4 per cent. discount to the 15 day VWAP to that date.
The Fundraise Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with Helium One's existing issued ordinary shares of no par value each ("Ordinary Shares").
Canaccord Genuity Limited ("Canaccord Genuity") and Peterhouse Capital Limited ("Peterhouse") are acting as Joint Bookrunners to the Placing.
Canaccord Genuity and Peterhouse have entered into an agreement with Helium One (the "Placing Agreement") under which, subject to the conditions set out therein, Canaccord Genuity and Peterhouse have agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares in the UK. The Placing for Placees of Canaccord is subject to the terms and conditions set out in the Appendix to this announcement. The Placing for Placees of Peterhouse is subject to the terms of a placing letter entered into between Peterhouse and the Placees.
Pello has entered into an engagement letter with Helium One under which, subject to the conditions set out therein Pello agreed to use its reasonable endeavours to procure subscribers for the Placing Shares in the UK. The Placing for Placees of Pello is subject to the terms of a placing letter entered into between Pello and the Placees.
Admission and Settlement
Application will be made for the 100,000,000 Fundraise Shares to be admitted to trading ("Admission") on the AIM market of the London Stock Exchange ("AIM"). It is expected that Admission will take place at 8.00 a.m. (London time) on or around 22 April 2021 (or such later date as may be agreed between the Company and Canaccord Genuity). The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional upon the Placing Agreement not being terminated in accordance with its terms. The Subscription is also conditional, inter alia, upon completion and return of the Subscription Agreements.
The Fundraise is being completed within the Company's existing share issuance authorities.
Directors' Participation
Certain of the Company's directors have indicated that they intend to participate in the Subscription for a total of 500,000 Subscription Shares. Such entities have provided the following non-binding indications and a further announcement will be made in due course once such dealing s have been made:
Director | Subscription Shares | Total Ordinary Shares held on Admission | % of Issued Share Capital on Admission |
Sarah Cope | 100,000 | 112,524 | 0.02% |
David Minchin | 100,000 | 100,000 | 0.02% |
James Smith | 100,000 | 100,000 | 0.02% |
Ian Stalker | 200,000 | 10,647,443 | 1.78% |
Issue of Options and Warrants
Lorna Blaise who recently joined the Company as Principal Geologist has been awarded options to subscribe for 3 million Ordinary Shares at 10p per share subject to various performance hurdles. The share options will vest in tranches and expire 5 years from issue.
The Company has agreed to issue such number of warrants to the brokers under the Fundraise as is equal to 6 per cent. of the Fundraise Shares introduced by the brokers at an exercise price of 14 pence each and exercisable for a period of 2 years from the date of Admission.
Total Voting Rights
Following the issue of the Fundraise Shares as described above, the Company's issued share capital will consist of 599,762,065 Ordinary Shares, with voting rights. The Company does not hold any Ordinary Shares in Treasury.
The above figure of 599,762,065 may then be used by shareholders in the Company as the denominator for the calculation 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 under the FCA's Disclosure Guidance and Transparency Rules.
Advisories
Forward-Looking Statements
Certain information provided in this announcement may constitute forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or are events or conditions that "will", "would", "may", "could" or "should" occur or be achieved. Forward-looking statements in this announcement include, but are not limited to, those in respect of the Placing, including the size, pricing and timing thereof, the type of securities being offered thereunder, the investors participating therein, the intended use of proceeds therefrom (including with respect to future exploration, development and production activities and the locations thereof); and the conditions and approvals required and applications being filed in connection therewith. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. The forward-looking statements contained in this announcement are made as of the date hereof, and except as may be required by applicable securities laws, the Company assumes no obligation to update publicly or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.
Important Notice to UK Investors
This announcement and any other documentation that may be delivered directly to certain persons in connection with the Placing may constitute offering documents as defined under applicable securities laws in certain jurisdictions. Otherwise, no prospectus, offering document or admission document will be made available in connection with the matters contained in this announcement.
In any EEA Member State that has implemented the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as amended, and the United Kingdom (together with any implementing measures in any Member State and the United Kingdom), this announcement is only addressed to and directed at persons in such member states and the United Kingdom who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.
This announcement, including the terms and conditions set out in the Appendix, 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 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. Persons distributing this announcement must satisfy themselves that is lawful to do so. This announcement is for information only and does not constitute an offer to sell, or a solicitation of an offer to buy or otherwise acquire, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser.
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 this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in, into or from the United States of America (including its territories and possessions, any state of the United States of America (the "United States" or the "US")), Australia, New Zealand, Japan, the Republic of Ireland or the Republic of South Africa or transmitted, distributed to, or sent by, any national or resident or citizen of any such countries or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a "Restricted Jurisdiction"). Any failure to comply with this restriction may constitute a violation of securities laws in the Restricted Jurisdictions.
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by Canaccord Genuity, Peterhouse or any other person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom and Canada only in circumstances in which section 21(1) of FSMA does not apply or otherwise falls within a relevant exemption. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this announcement should seek appropriate advice before taking any action.
This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in Canada or the Restricted Jurisdictions. The UK Placing and the distribution of this announcement and other information in connection with the UK Placing in certain jurisdictions may be restricted by law and persons into whose possession this announcement and any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No action has been taken by the Company, Canaccord Genuity, Peterhouse or any of their respective directors, officers, partners, agents, employees or affiliates 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 such restrictions.
The Placing Shares referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Placing Shares have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The information contained in this announcement is for background purposes only and does not purport to be full or complete.
No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. The Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Placing or any transaction or arrangement referred to in this announcement.
Any indication in this announcement of the price at which the Ordinary 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 and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
This announcement has not been approved by any competent regulatory authority. Beaumont Cornish Limited is nominated advisor to the Company. Beaumont Cornish, which is authorised and regulated by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company and no one else in connection with the Placing and will not be acting for any other person or otherwise responsible to any person other than the Company for providing the protections afforded to clients of Beaumont Cornish or for advising any other person in respect of the Placing.
Canaccord Genuity is authorised and regulated by the FCA and is acting exclusively for the Company and no one else in connection with the proposed UK Placing and will not be acting for any other person or otherwise responsible to any person other than the Company for providing the protections afforded to clients of Canaccord Genuity or for advising any other person in respect of the UK Placing.
Peterhouse is authorised and regulated by the FCA and is acting exclusively for the Company and no one else in connection with the Placing and will not be acting for any other person or otherwise responsible to any person other than the Company for providing the protections afforded to clients of Peterhouse or for advising any other person in respect of the Placing.
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 Beaumont Cornish, Canaccord Genuity or Peterhouse or by any of their affiliates or their affiliates' agents, directors, officers and employees, respectively, as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
This announcement does not constitute a recommendation concerning any investor's options with respect to the UK Placing. 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. 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, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR. The person responsible for arranging release of this information on behalf of the Company is David Minchin.
Information to Distributors
Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the "Delegated Directive") regarding the responsibilities of manufacturers under 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 such Placing Shares are: (i) compatible with the target market for the Placing 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 eligible distribution channels for dissemination of the Placing Shares, each as set out in this announcement, as are permitted by MiFID II (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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the UK Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Canaccord Genuity ans Peterhouse have only sought and will only seek to 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 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.
REGISTRATION AND SETTLEMENT - Depository interests
Settlement of transactions in the Placing Shares in the form of depositary interests (ISIN: VGG4392T1075) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (CREST), subject to certain exceptions. Cannacord Genuity, Peterhouse and the Company reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system by the expected time for settlement and delivery set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with Canaccord Genuity or Peterhouse (as applicable) stating the number of Placing Shares allocated to it at the Issue Price, and the aggregate amount owed by such Placee to Canaccord Genuity or Peterhouse (as applicable) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST instructions in respect of the Placing Shares in the form of depositary interests that it has in place with Canaccord Genuity or Peterhouse (as applicable).
The Company will deliver the Placing Shares in the form of depositary interests to a CREST account operated by Canaccord Genuity or Peterhouse (as applicable) as the Company's agent and Canaccord Genuity or Peterhouse (as applicable) will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction by Canaccord Genuity or Peterhouse (as applicable) will then allow delivery of the relevant Placing Shares in the form of depositary interests to that Placee against payment.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES WILL BE MADE. THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED WHO ARE 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) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS REGULATION") AND (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS, AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("EUWA") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (A) AND (B) (I) BEING "QUALIFIED INVESTORS"); AND WHO ARE PERSONS 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 "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (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. DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS DOCUMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS DOCUMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION ("RESTRICTED JURISDICTION"). THIS DOCUMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS DOCUMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS DOCUMENT, WILL NOT BE ACCEPTED.
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS DOCUMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES. THE DISTRIBUTION OF THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
No action has been taken by the Company or Canaccord Genuity Limited ("Canaccord Genuity") or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this document or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.
This document 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 (including its territories and possessions, any state of the United States and the District of Columbia), Canada, the Republic of Ireland, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this document is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; 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, Japan or the Republic of South Africa. 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, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
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"), including its enactment under UK domestic law by virtue of the EUWA ("UK MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and UK 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: (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 "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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK 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.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation to forward a copy of this document should seek appropriate advice before taking any action.
The terms and conditions set out in this document apply to persons making an offer to acquire Placing Shares through Canaccord Genuity as agent of the Company. Each Placee hereby agrees with Canaccord Genuity and the Company to be bound by the terms and conditions set out in this document as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if Canaccord Genuity confirms to such Placee its allocation of Placing Shares. Each Placee will be deemed to have read and understood this document in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this document. 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.
This document may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings, the effect of operational risks, and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this document by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this document to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
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 Canaccord Genuity or any of its respective affiliates, agents, directors, officers, consultants, partners or employees as to, or in relation to, the accuracy or completeness of this document or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
In this document, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to participate in the Placing by Canaccord Genuity and on whose behalf a commitment to subscribe for Placing Shares has been given.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in the UK who acquires any Placing Shares pursuant to the Placing:
2.1 it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation;
2.2 it is a person: (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the FPO; or who falls within the definition of "high net worth companies, unincorporated associations etc" in Article 49(2)(a) to (d) of the FPO;
3. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Regulation (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:
3.1 it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation;
3.2 in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation:
3.2.1 the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Canaccord Genuity has been given to the offer or resale; or
3.2.2 where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this document;
5. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this document;
6. it will be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired; and
7. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.
No prospectus
No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this document and any information publicly announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date on which this document is received by the Placee (the "Publicly Available Information") and subject to any further terms set forth in the trade confirmation or contract note to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this document is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Canaccord Genuity, the Company or any other person and none of Canaccord Genuity or the Company or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision 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.
Details of the Placing Agreement and the Placing Shares
Canaccord Genuity (acting as bookrunner to the Company) will enter into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Canaccord Genuity as agent for and on behalf of the Company will agree to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is not being underwritten by Canaccord Genuity or any other person.
The Placing Shares will, when issued or transferred, be subject to the Articles and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place at 8:00 a.m. on or around 22 April 2021 and that dealings in the Placing Shares on AIM will commence, and settlement of the Placing Shares will occur, at the same time.
Principal terms of the Placing
Canaccord Genuity is acting as bookrunner to the Placing, as agent for and on behalf of the Company. Canaccord Genuity is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else (including the recipient of this document) in connection with the matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Canaccord Genuity or for providing advice in relation to the matters described in this document.
Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Canaccord Genuity to participate. Canaccord Genuity and any of its respective affiliates are entitled to participate in the Placing as principal.
The final number of Placing Shares to be placed and the price at which each Placing Share is to be placed will be agreed by Canaccord Genuity and the Company (the "Placing Price"). The Placing Price is payable to Canaccord Genuity by all Placees (as agent of the Company).
Each Placee's allocation of Placing Shares will be determined by Canaccord Genuity in its discretion and will be confirmed orally or in writing (which can include email) by Canaccord Genuity. That oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Company and Canaccord Genuity, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this document and in accordance with the Articles. Except with Canaccord Genuity's written consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.
Each Placee's allocation and commitment will be evidenced by a trade confirmation or contract note issued to such Placee by Canaccord Genuity. The terms of this document will be deemed incorporated in that trade confirmation or contract note.
Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
All obligations of Canaccord Genuity under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
By participating in the Placing, each Placee will agree 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.
To the fullest extent permissible by law and applicable FCA rules, none of (a) Canaccord Genuity, (b) any of Canaccord Genuity's affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) and (b), any person connected with Canaccord Genuity as defined in FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Canaccord Genuity), (d) any person acting on behalf of Canaccord Genuity, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Canaccord Genuity nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as Canaccord Genuity and the Company may agree.
Depositary Interests
The Company has entered into depositary arrangements to enable investors to settle and pay for interests in the Ordinary Shares through the CREST System. Pursuant to arrangements put in place by the Company, the Depositary will hold the Ordinary Shares on trust for the Shareholders and issue dematerialised Depositary Interests to individual Shareholders' CREST accounts representing the underlying Ordinary Shares. The Depositary Interests will be independent securities constituted under English law which may be held and transferred through the CREST system.
In relation to Ordinary Shares held by Shareholders in uncertificated form, although the Company's register shows the custodian as the legal holder of the Ordinary Shares, the beneficial interest in the Ordinary Shares remains with the holder of Depositary Interests, who has the benefit of all the rights attaching to the Ordinary Shares as if the holder of Depositary Interests were named on the certificated Ordinary Share register itself.
Each Depositary Interest will be represented as one Ordinary Share, for the purposes of determining, for example, eligibility for any dividends. The Depositary Interests will have the same ISIN number as the underlying Ordinary Shares. The Depositary Interests can then be traded and settlement will be within the CREST system in the same way as any other CREST securities.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a trade confirmation or contract note by Canaccord Genuity, which will confirm the number of Placing Shares allocated to them, the Placing Price, the aggregate amount owed by them to Canaccord Genuity (as agent of the Company) and settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Canaccord Genuity in accordance with either the standing CREST or certificated settlement instructions which they have in place with Canaccord Genuity.
Settlement of transactions in the Placing Shares (ISIN: VGG4392T1075) will take place through Depositary Interests within the CREST system, subject to certain exceptions.
Settlement through CREST is expected to take place in respect of Depositary Interests representing the Placing Shares on or around 22 April 2021 unless otherwise notified by Canaccord Genuity and Admission of the Placing Shares is expected to occur at 8:00 a.m. on or around 22 April 2021, unless otherwise notified by Canaccord Genuity.
Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Canaccord Genuity may agree that the Placing Shares should be issued in certificated form. Canaccord Genuity reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either Depositary Interests representing Placing Shares in CREST or certificated deliveries of Placing Shares, at the rate of 2 percentage points above prevailing LIBOR as determined by Canaccord Genuity.
Each Placee agrees that, if it does not comply with these obligations Canaccord Genuity may sell, charge by way of security (to any funder of Canaccord Genuity) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for Canaccord Genuity's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by Canaccord Genuity as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
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 Canaccord Genuity under the Placing Agreement are, and the Placing is, conditional upon, inter alia:
· none of the warranties contained in the Placing Agreement being untrue or inaccurate as at, and no breach of any warranty having occurred prior to Admission and at all times after the date of the Placing agreement but before Admission;
· the Company having complied with its obligations under the Placing Agreement which fall to be performed prior to Admission;
· the Placing Agreement not having been terminated in accordance with its terms; and
· Admission having become effective at or before 8.00 a.m. on 22 April 2021 (or such later date as the Company and Canaccord Genuity may agree, in any event being not later than the Long Stop Date),
(all conditions to the obligations of Canaccord Genuity included in the Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time 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.
By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.
Certain conditions may be waived in whole or in part by Canaccord Genuity, in its absolute discretion. Any such extension or waiver will not affect Placees' commitments.
Canaccord Genuity may terminate the Placing Agreement in certain circumstances, details of which are set out below.
None of Canaccord Genuity or the Company or any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them 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 Canaccord Genuity.
On the assumption that the conditions set out in the Placing Agreement are satisfied (or waived) and that the Placing Agreement does not lapse and is not terminated in accordance with its terms, each Placee will be required to pay to Canaccord Genuity, on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein.
Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to the Company and Canaccord Genuity. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to subscribe and/or purchase.
Termination of the Placing
Canaccord Genuity may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:
· there is a breach of any of the warranties or any of the other obligations on the part of the Company under the Placing Agreement or an event or circumstance has taken place or arisen which renders any of the Warranties untrue, inaccurate or misleading, which in either case is material in the context of the Placing; or
· the Company fails to comply with its obligations under the Placing Agreement or the terms of the Placing, which Canaccord Genuity considers (acting reasonably) to be material in the context of the Placing; or
· any statement contained in the Placing Documents is discovered to be untrue, incorrect or misleading; or
· any other occurrence of any kind which (by itself or together with any other such occurrence) is, in the opinion of Canaccord Genuity, likely to materially and adversely affect the market's perception of the Company or the financial position or trading position or prospects of the Company; or
· any other crisis of international or national effect including, without limitation, in relation to the spread of Covid-19 in the UK, the British Virgin Islands or any other territory in which the Company has assets or operations and/or the material worsening of economic conditions in the UK, the British Virgin Islands or any other territory in which the Company has assets or operations as a result of the Covid-19 pandemic, which, in any case, in the opinion of Canaccord (acting in good faith) is materially adverse to the Placing or Admission and is likely to render the Placing or Admission, temporarily or permanently, impracticable or inadvisable.
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 document shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and Canaccord Genuity that the exercise by the Company or Canaccord Genuity of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Canaccord Genuity and that neither the Company nor Canaccord Genuity need make any reference to such Placee and that none of Canaccord Genuity or the Company, or any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes and agrees (for itself and for any such prospective Placee) that in each case as a fundamental term of such Placee's application for Placing Shares (save where Canaccord Genuity expressly agrees in writing to the contrary):
1. it has read and understood this document in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the Publicly Available Information;
2. its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
3. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation or the UK Prospectus Regulation or other applicable law; and (b) has been or will be prepared in connection with the Placing;
4. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and UK MAR, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
5. it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of Canaccord Genuity or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the Publicly Available Information; nor has it requested of Canaccord Genuity, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
6. neither Canaccord Genuity nor any person acting on behalf of it or any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
(a) the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information;
(b) none of Canaccord Genuity or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
(c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that Canaccord Genuity or any person acting on behalf of Canaccord Genuity may have conducted with respect to the Company, the Placing or the Placing Shares;
7. the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither Canaccord Genuity nor any person acting on behalf of Canaccord Genuity is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Publicly Available Information or otherwise. Nothing in this document shall exclude any liability of any person for fraudulent misrepresentation;
8. the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, the Republic of Ireland, Australia, Canada, Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, the Republic of Ireland, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;
9. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations;
(d) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this document) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for and/or purchase of Placing Shares; and
(e) has not taken any action which will or may result in the Company, Canaccord Genuity or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance of Placing Shares;
10. it was not located in the United States at the time the buy order was originated and it represents that no directed selling efforts (as defined in Regulation S under the Securities Act) were made in connection with the Placing;
11. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or any state or other jurisdiction of the United States, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or any state or other jurisdiction of the United States and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
12. it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
13. it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
14. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;
15. it will not distribute, forward, transfer or otherwise transmit this document or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
16. if required by applicable securities laws or as otherwise reasonably requested by the Company, the Placee will execute, deliver and file and otherwise assist the Company in filing reports, questionnaires, undertakings and other documents with respect to the issue or transfer of the Placing Shares;
17. none of Canaccord Genuity or its respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and it will not be a client of Canaccord Genuity and Canaccord Genuity does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
18. it has the funds available to pay for the Placing Shares for which it has agreed to acquire and acknowledges and agrees that it will make payment to Canaccord Genuity for the Placing Shares allocated to it in accordance with the terms and conditions of this document on the due times and dates set out in this document, failing which the relevant Placing Shares may be placed with others on such terms Canaccord Genuity may, in either case, in its absolute discretion determine without liability to the Placee and the Placee 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 document) which may arise upon the sale of such Placee's Placing Shares on its behalf;
19. no action has been or will be taken by any of the Company, Canaccord Genuity or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
20. the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Neither Canaccord Genuity nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to pay the Company and Canaccord Genuity in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of Canaccord Genuity who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
21. it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) 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 and (b) it is and will remain liable to the Company and Canaccord Genuity 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);
22. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
23. (if within the United Kingdom) it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the FPO and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
24. it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or a Relevant Member State 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 than 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 or within the meaning of the UK Prospectus Regulation, or an offer to the public in any Relevant Member State of the EEA within the meaning of the Prospectus Regulation and which will not result in any requirement for the publication of a prospectus pursuant to the UK Prospectus Regulation or the Prospectus Regulation;
25. if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant Member State, it is a Qualified Investor as defined in Article 2(e) of the Prospectus Regulation;
26. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges that this document is not being issued by Canaccord Genuity as an authorised person under section 21 of FSMA and therefore is not subject to the same controls applicable to a financial promotion made by an authorised person;
27. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
28. its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
29. if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or Relevant Member State other than Qualified Investors, or in circumstances in which the express prior written consent of Canaccord Genuity has been given to the offer or resale;
30. it has neither received nor relied on any inside information (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in accepting this invitation to participate in the Placing;
31. if it has received any confidential inside information (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not (i) dealt (or attempted to deal) in the securities of the Company, (ii) encouraged, recommended or induced another person to deal in the securities of the Company, or (iii) disclosed such information to any person, prior to the information being made publicly available;
32. neither Canaccord Genuity, nor any of its affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this document or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
33. none of Canaccord Genuity, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of Canaccord Genuity's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
34. acknowledges and accepts that Canaccord Genuity may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for any and all purposes and, except as required by applicable law or regulation, Canaccord Genuity will not make any public disclosure in relation to such transactions;
35. Canaccord Genuity and its respective affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this document to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Canaccord Genuity and/or any of its respective affiliates, acting as an investor for its or their own account(s). Neither Canaccord Genuity nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
36. 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 and the Money Laundering Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
37. it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, the UK MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
38. it is not a person: (i) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law;
39. in order to ensure compliance with the Money Laundering Regulations 2017, Canaccord Genuity (for itself 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 Canaccord Genuity or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Canaccord Genuity's absolute discretion or, where appropriate, delivery to it of Depositary Interests representing the Placing Shares in uncertificated form may be delayed at Canaccord Genuity'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 Canaccord Genuity (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Canaccord Genuity and/or the Company may, at their absolute discretion, terminate its 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;
40. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this document and in the form of trade confirmation or contract notes 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 Canaccord Genuity's conduct of the Placing;
41. 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. It further acknowledges that 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. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
42. it irrevocably appoints any duly authorised officer of Canaccord Genuity as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this document;
43. the Company, Canaccord Genuity and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Canaccord Genuity, on its own behalf and on behalf of the Company and are irrevocable;
44. if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
45. time is of the essence as regards its obligations under this document;
46. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Canaccord Genuity;
47. the Placing Shares will be issued subject to the terms and conditions of this document;
48. it irrevocably authorises the Company and Canaccord Genuity to produce this document pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this document;
49. it acknowledges that the basis of allocation will be determined by Canaccord Genuity at its absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing; and
50. these terms and conditions in this document and all documents into which this document is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to 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 Company or Canaccord Genuity 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.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Canaccord Genuity and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this document or incurred by Canaccord Genuity or the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this document, and further agrees that the provisions of this document shall survive after the completion of the Placing.
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 United Kingdom relates only to the allotment and issue of Placing Shares to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Canaccord Genuity shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Canaccord Genuity 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 United Kingdom 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 and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue, transfer or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Canaccord Genuity in the event that either the Company and/or Canaccord Genuity has incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained in this document are given to Canaccord Genuity for itself and on behalf of the Company in Canaccord Genuity's capacity as agent for it and are irrevocable.
Each Placee and any person acting on behalf of the Placee acknowledges that Canaccord Genuity does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Canaccord Genuity may (in its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with Canaccord Genuity, any money held in an account with Canaccord Genuity 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 relevant rules and regulations of the FCA made under FSMA. Each 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 Canaccord Genuity's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.
All times and dates in this document may be subject to amendment.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any market, stock exchange or other facility other than AIM.
The rights and remedies of Canaccord Genuity and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this document.
Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser ("Nomad") to the Company in connection with the Placing, the terms of which have been agreed solely between the Company and its Brokers, and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to clients of Beaumont Cornish or for advising any other person in respect of the matters set out in this announcement or any transaction, matter or arrangement referred to in this announcement. Beaumont Cornish's responsibilities as the Company's Nomad are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his or her decision to acquire any shares in the Company.
DEFINITIONS USED IN THIS DOCUMENT
"Admission" | the admission of the New Shares to trading on AIM becoming effective in accordance with the AIM Rules |
"AIM" | the market of that name operated by the London Stock Exchange |
"AIM Rules" | the AIM Rules for Companies, as published by the London Stock Exchange, as amended from time to time |
"Articles" | the articles of association of the Company |
"Canaccord Genuity" | Canaccord Genuity Limited (registered in England and Wales with registered number 01774003) whose registered office is at 88 Wood Street, London EC2V 7QR |
"certificated" or "in certificated form" | an Ordinary Share which is not in uncertificated form (that is, not in CREST) |
"Company" | Helium One Global Ltd, a limited company (incorporated and registered in the British Virgin Islands with BVI company number 1888591) whose registered office is at PO Box 957, Offshore Incorporation Centre, Road Town, Tortola, BVI |
"Companies Act" | the Companies Act 2006 as amended |
"CREST" | the computerised settlement system operated by Euroclear which facilitates the transferring of title to shares in uncertificated form |
"CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended |
"Depositary" | any person appointed by the Company as a depositary or custodian of the Ordinary Shares from time to time |
"Depositary Interests" | the interests representing the Ordinary Shares issued through the Depositary |
"Euroclear" | Euroclear UK & Ireland Limited |
"Existing Ordinary Shares" | the 499,762,065 Ordinary Shares in issue as at the date of this document |
"FCA" | the Financial Conduct Authority |
"FPO" | the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended |
"FSMA" | the Financial Services and Markets Act 2000, as amended |
"London Stock Exchange" | London Stock Exchange plc |
"Long Stop Date" | 22 May 2021 |
"MAR" | the Market Abuse Regulation (EU/596/2014) |
"Money Laundering Regulations 2017" | the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 |
"Ordinary Shares" | the ordinary shares of no par value in the capital of the Company and including, where the context permits, Depositary Interests representing such Ordinary Shares |
"Placee" | a person who is invited to and who chooses to participate in the Placing |
"Placing" | the placing of the Placing Shares with Placees at the Placing Price on and subject to the terms and conditions set out in this document |
"Placing Agreement" | the conditional agreement dated 15 April 2021 between the Company and Canaccord Genuity relating to the Placing |
"Placing Price" | the price at which each Placing Share is to be placed as agreed by Canaccord Genuity and the Company |
"Placing Shares" | the new Ordinary Shares to be issued by the Company in connection with the Placing and including, where the context permits, Depositary Interests representing such Placing Shares to be held in uncertificated form |
"Prospectus Regulation" | the Prospectus Regulation (Regulation (EU) 2017/1129) as amended from time to time |
"Regulation S" | Regulation S under the Securities Act |
"Regulatory Information Service" | a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website, http://www.fca.org.uk/ |
"Securities Act" | the United States Securities Act of 1933, as amended |
"Shareholders" | holders from time to time of Ordinary Shares |
"uncertificated" or "in uncertificated form" | recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
"United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland |
"United States" or "US" | the United States of America, its territories, or possessions, and any state of the United States of America, the District of Columbia and all areas subject to its jurisdiction, or any political subdivision thereof |
"UK MAR" | MAR as it applies in England and Wales from time to time as retained, amended, extended or re-enacted on or after 31 December 2020 |
"UK Prospectus Regulation" | the Prospectus Regulation as it applies in England and Wales from time to time as retained, amended, extended or re-enacted on or after 31 December 2020 |
"US Person" | has the meaning ascribed to that term in Regulation S under the Securities Act |
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