Proposed Fundraise
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Savannah Resources plc or other evaluation of any securities of Savannah Resources plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
This Announcement contains inside information for the purposes of Article 14 of the UK version of the market abuse regulation (EU No.596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended by the European Union (Withdrawal) Act 2020 ("UK MAR"). In addition, market soundings (as defined in UK MAR) were taken in respect of certain of the matters contained in this Announcement, with the result that certain persons became aware of such inside information, as permitted by UK MAR. Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.
22 September 2026
Savannah Resources Plc
(AIM: SAV) (‘Savannah’, or the ‘Company’)
Proposed Fundraise
Savannah Resources Plc, the developer of the Barroso Lithium Project in Portugal, a 'Strategic Project' under the European Critical Raw Materials Act and Europe's largest spodumene lithium deposit, is pleased to announce it has engaged SP Angel Corporate Finance LLP (“SP Angel”), Canaccord Genuity Limited (“Canaccord”), Alantra Equities, SV, S.A. (“Alantra”) and CaixaBank S.A. (“CaixaBank”) as joint global co-ordinators (the “Joint Global Co-ordinators”) to undertake a proposed fundraise to raise a minimum of US$30 million (~£22.4 million) (before expenses) at a price of 5.5 pence per new ordinary share of 1 pence each in the Company (“Ordinary Share”) (the “Issue Price”) by way of conditional direct subscriptions with the Company by some of its largest shareholders and members of Savannah’s senior management team (the “Subscription”), and a placing to both new and existing institutional investors (the “Placing”). A retail offer through Retail Book Limited (“Retail Book”) will also be launched shortly after this announcement (the “Retail Offer”, together with the Subscription and Placing, will constitute the “Fundraise”).
Highlights of the Fundraise
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A proposed Fundraise of a minimum of US$30 million (~£22.4 million) (before expenses) through the issue of approximately 408 million shares supported by:
- the Subscription to raise a minimum of US$11.2 million (~£8.4 million) through the issue of approximately 153 million new Ordinary Shares (the “Subscription Shares”), this is primarily from four of Savannah’s largest shareholders, AMG Lithium B.V., Al Marjan, Pluris Investments S.A. and Telmory LDA;
- Additional Subscriptions from senior management total up to approximately US$47,000 (£35,000);
- the Placing to raise approximately US$18.8 million (~£14.0 million) (before expenses) through the issue of approximately 255 million new Ordinary Shares (the “Placing Shares”); and
- the Retail Offer to raise additional funds through the issue of new Ordinary Shares (the “Retail Offer Shares”) for up to 10 percent of the total of the Placing and Subscription. Further announcements will be made shortly in connection with the Retail Offer.
- The Placing will be effected by way of an accelerated bookbuild (the “Bookbuild”). The Bookbuild will open immediately following release of this Announcement.
Rationale for the Fundraise
In July 2026 Savannah completed the Phase 1 Definitive Feasibility Study (‘DFS’) which outlined an initial 14 year life producing 183ktpa of 5.5% Li2O spodumene concentrate based on an initial JORC Reserve of 20Mt at 0.99% Li2O. Based on an average sales price of US$1,788/t, the Phase 1 DFS reported strong financials, including US$3.2Bn EBITDA, US$1.9Bn free cash flow, unlevered post-tax NPV8 of US$913m, post-tax IRR of 43% and a post-tax payback period of 1.9 years.
Following the publication of the results of the DFS, the Fundraise is being undertaken to advance the Company towards Final Investment Decision on the Barroso Lithium Project (the "Project"), secure critical long lead items, deliver key milestones ahead of construction, maintain the Project’s timeline and provide appropriate contingency and schedule buffers to mitigate execution risk. The Fundraise will also provide the Company with additional working capital.
Use of Proceeds
The net proceeds of the Fundraise, together with existing cash reserves of US$15.5 million* (as at 31 July 2026) will be allocated as follows:
- US$17.0 million for project development, including vendor data and notice to start fabrication of long lead items, groundworks ahead of access road construction, conditional grant of EPCM contract and bulk earthworks contracts, and FEED processing plant and infrastructure engineering.
- US$9.0 million for general and administrative costs, including team development to strengthen the Company’s capabilities and readiness for construction (from ~40 to ~80 employees), implementation of a new Enterprise Resource Planning system and the potential costs of dual listing on a recognised stock exchange.
- US$6.5 million for completion of project finance, including upfront fees, and additional offtake agreements.
- US$1.7 million for RECAPE (environmental licence) submission, application for industrial permits, and bypass road design
- US$1.5 million for geotechnical and resource-related work including, completion of geotechnical drilling for project infrastructure and additional resource drilling.
- US$1.0 million to secure land use rights.
- US$0.7 million for ongoing community-related initiatives.
- US$8.1 million for additional working capital, including contingency and four months’ time buffer.
Any additional proceeds above the minimum Fundraise will be used for working capital purposes.
*Including US$1.1m cash in short term treasuries. In addition to the end July 2026 cash balance, the Company holds US$6.6m in deposits pledged as collateral for bank guarantees related to the compulsory acquisition of land and the acquisition of the Aldeia licence.
The Placing
The Placing is subject to the terms and conditions set out in the Appendix to this Announcement (which forms part of this Announcement).
The final number of Placing Shares to be issued pursuant to the Placing will be determined by the Company and the Joint Global Co-ordinators following closure of the Bookbuild. The Placing Shares, when issued, will be fully paid and will rank “pari passu” in all respects with the existing ordinary shares in the capital of the Company.
The Placing is expected to raise a minimum of US$18.8 million (£14.0 million) (before expenses) through the issue of approximately 255 million new Ordinary Shares.
The Placing has been arranged by SP Angel, Canaccord, Alantra and CaixaBank as Joint Global Co-ordinators in accordance with the terms and conditions set out in the Appendix to this Announcement. The Bookbuild will determine final demand for and participation in the Placing. The Bookbuild is expected to close not later than 7 a.m. (London time) on 23 September 2026, but may be closed at such earlier or later time as the Joint Global Co-ordinators, in their absolute discretion (following consultation with the Company), determine.
Details of the result of the Placing will be announced as soon as practicable after closure of the Bookbuild. Attention is drawn to the detailed terms and conditions of the Placing described in the Appendix (which forms part of this Announcement). By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Neither the Placing, the Subscription or the Retail Offer are underwritten by any of the Joint Global Co-ordinators. The Joint Global Co-ordinators will procure investors interested in the subscription of the Placing Shares on a reasonable efforts basis.
The Subscription
The Company will enter into subscription agreements with various institutional and individual investors, including, four of Savannah's largest shareholders, AMG Lithium B.V., Al Marjan, Pluris Investments S.A. and Telmory LDA, pursuant to which the Company will agree to issue the Subscription Shares to such investors, at the Issue Price, raising for the Company a minimum of US$11.2 million (~£8.4 million) (the "Subscription Letters"). The Subscription Shares will be subscribed for on the basis agreed pursuant to the Subscription Letters, rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this Announcement.
The Subscription Shares, when issued, will be fully paid and will rank “pari passu” in all respects with each other and with the existing Ordinary Shares, including, without limitation, as regards the right to receive all dividends and other distributions declared, made or paid after the date of issue.
The Subscription is conditional upon the Admission of the Subscription Shares (see below). The Subscription is also conditional upon the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms.
The final number of Subscription Shares to be subscribed for pursuant to the Subscription will only be determined following the completion of the Retail Offer, after which certain Subscribers may be scaled back to such number of Subscription Shares required in order to maintain their current pro rata percentage interests. A further announcement confirming the number of Subscription Shares issued pursuant to the Subscription will be made on conclusion of the Retail Offer.
The Retail Offer
The Directors value the Company's retail investor base and believe that it is appropriate to provide private and other investors with an opportunity to participate in the Fundraising alongside institutional investors. The Company therefore intends to open this opportunity to individual investors through RetailBook and further announcements will be made shortly in connection with the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing and is the sole responsibility of the Company. SP Angel, Canaccord, CaixaBank and Alantra have no responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) in relation to the same.
Issue of Equity and Admission
Applications will be made to the London Stock Exchange for admission of the Placing Shares, the Subscription Shares and the Retail Offer Shares to trading on AIM (“Admission”).
It is expected that Admission will take place at 8.00 a.m. (UK time) on or around 28 September 2026 and that dealings in the Placing Shares, the Subscription Shares and the Retail Offer Shares on AIM will commence at the same time.
Senior Management Participation
Certain members of the Company’s senior management team intend to subscribe for approximately 636,000 Subscription Shares at the Issue Price for an aggregate amount of up to approximately US$47,000 (£35,000). Further details will be announced when the Bookbuild has closed.
Other Information
The TIDM for the Company's Ordinary Shares is SAV. The Company's LEI is 213800UCK16HW5KKGP60.
Attention is drawn to the section headed 'Important Information' in this Announcement and the terms and conditions of the Placing (representing important information for Placees only) in the Appendix to this Announcement.
Capital Access Window
As announced on 21 September 2026, the Company decided to utilise a Capital Access Window in connection with the Fundraise. This is a voluntary pause to the trading of a Company's shares to make it easier for companies to reach a broader range of investors during a fundraise. The Company remains in a Capital Access Window, and trading in the Ordinary Shares will remain paused, until a further announcement is made detailing the results of the Fundraise.
All amounts in this Announcement are based on an exchange rate of £1:US$1.337, being Bloomberg's exchange rate as at 15:00 BST on 22 September 2026.
Savannah – Enabling Europe’s energy transition.
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For further information please visit www.savannahresources.com or contact:
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Savannah Resources PLC Emanuel Proença, CEO Asa Bridle, Investor Relations António Neves Costa, Media Relations
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Tel: +351 963 850 959 Tel: +44 207 117 2489 Tel: +351 962 678 912
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SP Angel Corporate Finance LLP (Nominated Advisor, Joint Broker & Joint Global Co-Ordinator) David Hignell / Charlie Bouverat (Corporate Finance) Grant Barker /Abigail Wayne (Sales & Broking)
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Tel: +44 20 3470 0470
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Canaccord Genuity Limited (Joint Broker and Joint Global Co-ordinator) James Asensio / Rory Blundell / Charlie Hammond (Corporate Broking) Sam Lucas / Darren Furby (Equity Capital Markets)
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Tel: +44 20 7523 8000
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Alantra Equities, SV, S.A. (Joint Global Co-ordinator) Andre Pereira / Oscar Sanchez / Diogo Cabral (Equity Capital Markets) Pedro Garnica (Sales) |
Tel: +34 91 550 8708 |
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CaixaBank S.A. (Joint Global Co-ordinator) Íñigo Bastarrica / Ignacio Peña / Pablo Rodríguez-Guanter (Equity Capital Markets) José Rito / Sergio Godinho (Sales) |
Tel: +34 68 341 5713 |
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About Savannah
Savannah Resources is a mineral resource development company and the sole owner of the Barroso Lithium Project (the 'Project') in northern Portugal. The Project is the largest battery grade spodumene lithium resource outlined to date in Europe and was classified as a 'Strategic Project' by the European Commission under the Critical Raw Materials Act in March 2025 and was approved for a Portuguese State development Grant of up to €110m in January 2026.
Through the Project, Savannah will help Portugal to play an important role in providing a long-term, locally sourced, lithium raw material supply for Europe's lithium battery value chain. Once in operation the Project will produce enough lithium (contained in c.183,000tpa of spodumene concentrate) for approximately half a million vehicle battery packs per year and hence make a significant contribution towards the European Commission's Critical Raw Material Act goal of a minimum 10% of European endogenous lithium production from 2030.
Savannah is focused on the responsible development and operation of the Barroso Lithium Project so that its impact on the environment is minimised and the socio-economic benefits that it can bring to all its stakeholders are maximised.
The Company is listed and regulated on the AIM Market of the London Stock Exchange and trades under the ticker "SAV".
APPENDIX – TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN SHARES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ("TERMS AND CONDITIONS") (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT 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: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (EU) 2017/1129, AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURES IN ANY MEMBER STATE OF THE EEA (TOGETHER, THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATRs") ("UK QUALIFIED INVESTORS") WHO ARE ALSO: (A) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) IF IN AUSTRALIA, PERSONS WHO ARE EITHER (I) SOPHISTICATED INVESTORS WITHIN THE MEANING OF SECTION 708(8) OF THE AUSTRALIAN CORPORATIONS ACT 2001 (CTH) ("CORPORATIONS ACT"), (II) AN EXPERIENCED INVESTOR MEETING THE CRITERIA IN SECTION 708(10) OF THE CORPORATIONS ACT OR (III) A "PROFESSIONAL INVESTOR" WITHIN THE MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT (ALL SUCH PERSONS REFERRED TO ABOVE AS "WHOLESALE INVESTORS"), (ALL SUCH PERSONS IN (1), (2) AND (3)) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS 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 SAVANNAH RESOURCES PLC (THE "COMPANY").
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES" OR "US"), AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) 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 (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by any of the Company, SP Angel Corporate Finance LLP (‘SP Angel’), Canaccord Genuity Limited (“Canaccord”), Alantra Equities Sociedad de Valores, S.A. (“Alantra”) or CaixaBank, S.A. (“CaixaBank”, together with SP Angel, Canaccord and Alantra being, the "Joint Global Coordinators” and each a "Joint Global Coordinators ") or any of their respective affiliates, agents, advisers, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Global Coordinators to inform themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, or the Republic of South Africa 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 and under an exception to the prohibition on offers to the public under the POATRs, and also pursuant to an exemption under the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (the "PRM") and under the EU Prospectus Regulation exemption (as applicable) from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the FSMA 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 Announcement. 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, the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, 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, or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
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 should be read in its entirety. In particular, you should read and understand the information provided in this Appendix.
Persons who are invited to and who choose to participate in the Placing by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the Terms and Conditions and to be providing the representations, warranties, undertakings, acknowledgements, agreements and indemnities contained in this Appendix.
By participating in the Placing (such participation to be confirmed in and evidenced by either (i) a recorded telephone conversation or (ii) email correspondence, in either case between representatives of the respective Joint Global Coordinator to whom the Placee’s commitment is given and the relevant Placee (a “Recorded Commitment”)), each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions, and to be irrevocably offering to participate and acquire Placing Shares on these Terms and Conditions. Such offer shall be deemed to be accepted, and a Placee shall become bound to acquire Placing Shares, when a Joint Global Coordinator confirms to such Placee its allocation of Placing Shares. Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price.
In particular, each such Placee represents, warrants, undertakes, acknowledges, and agrees (amongst other things) that:
1. it is a Relevant Person and 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 United Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a UK Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in the POATRs:
(i) 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 the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of Joint Global Coordinators has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the POATRs as having been made to such persons; and
3. in the case of a Relevant Person in an EEA member state who acquires any Placing Shares pursuant to the Placing:
(a) it is an EU Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in the EU Prospectus Regulation:
(i) 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 EEA member state other than EU Qualified Investors or in circumstances in which the prior consent of the Joint Global Coordinators has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in any EEA member state, other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons; and
3. in the case of a person in Australia who acquires any Placing Shares pursuant to the Placing, it is a Wholesale Investor, and it is not that person's intention or purpose that any of the Placing Shares be acquired for the purpose of selling or transferring the securities or granting, issuing, or transferring interests in, or options over, them; and
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, undertakings, acknowledgements, agreements and indemnities contained in this Announcement; and
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 Appendix; and
6. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is outside the United States and is acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.
The Company and the Joint Global Coordinators will each rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, acknowledgements, agreements and indemnities. The Joint Global Coordinators do not make any representation or warranty to the Placees regarding an investment in the Placing Shares referred to in this Announcement.
This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No.596/2014 (as it forms part of the law of England and Wales by virtue of the EUWA and as from time to time modified by or under the EUWA or other English law and any subordinate legislation made under it) ("UK MAR").
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (a) compatible with an end target market of: (i) retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the law of England and Wales by virtue of EUWA and as from time to time modified by or under the EUWA or other English law and any subordinate legislation made under it; (ii) investors who meet the criteria of professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of the law of England and Wales by virtue of EUWA and as from time to time modified by or under the EUWA or other English law and any subordinate legislation made under it; and (iii) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b) eligible for distribution through all distribution channels as are permitted by EU Directive 2014/65/EU on markets in financial instruments, as it forms part of the law of England and Wales by virtue of EUWA and as from time to time modified by or under the EUWA or other English law and any subordinate legislation made under it (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note that: the price of Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
No prospectus or MTF Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus, MTF prospectus or other offering document to be published (in accordance with the EU Prospectus Regulation or the PRM). No prospectus or other offering document has been or will be submitted to be approved by (i) the Financial Conduct Authority (the "FCA") or (ii) any competent authority of any EEA member state, 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 Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the contract note to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this Announcement 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, express or implied, made by or on behalf of either the Joint Global Coordinators or the Company or any other person and none of the Joint Global Coordinators, the Company, their respective affiliates, agents, advisers, directors, officers or employees nor any other person acting on such person's behalf 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. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Global Coordinators have today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Joint Global Coordinators, as agents for and on behalf of the Company, has each agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is not underwritten by the Joint Global Coordinators.
The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of one penny each in the capital of the Company ("Ordinary Shares"), 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 on or before 8.00 a.m. on 28 September 2026 and that dealings in the Placing Shares on AIM will commence at the same time.
Principal terms of the Placing
The Joint Global Coordinators are acting as Joint Global Coordinators in respect of the Placing, as agents for and on behalf of the Company.
Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Global Coordinators to participate. The Joint Global Coordinators and any of their respective affiliates are entitled to participate in the Placing as principal.
The price per Placing Share (the "Issue Price") is fixed at 5.5 pence and is payable to the relevant Joint Global Coordinator (as agent for and on behalf of the Company) by all Placees.
Each Placee's allocation of Placing Shares will be determined by the Joint Global Coordinators in their discretion following consultation with the Company and will be confirmed orally by the relevant Joint Global Coordinator.
The oral confirmation to the Placee by the relevant Joint Global Coordinator constitutes an irrevocable, legally binding contractual commitment in favour of the Company and the Joint Global Coordinators (as agents for and on behalf of the Company) to subscribe for the number of Placing Shares allocated to it at the Issue Price and on the Terms and Conditions and in accordance with the Company's articles of association.
Each Placee's allocation of and commitment to subscribe for Placing Shares will be evidenced by a contract note or electronic confirmation ("contract note") issued to such Placee by the relevant Joint Global Coordinator. The Terms and Conditions will be deemed incorporated in that contract note.
Each Placee's allocation of and commitment to subscribe for Placing Shares will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Global Coordinator's consent will not be capable of variation or revocation after the time at which it is made. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Global Coordinators (as agents for and on behalf of the Company), to pay to the relevant Joint Global Coordinator (or as the relevant Joint Global Coordinator may direct) in cleared funds on the Settlement Date, as defined, and in accordance with the registration and settlement requirements set out, below under "Registration and settlement", an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has been allocated and the Company has agreed to allot and issue to that Placee.
The Company reserves the right, with the agreement of the Joint Global Coordinators, to reduce or seek to increase the amount to be raised pursuant to the Placing.
Except as required by law or regulation, no press release or other announcement will be made by the Joint Global Coordinators or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
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 time, on the basis explained below under "Registration and settlement".
All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
To the fullest extent permissible by law and applicable FCA rules, neither: (a) the Joint Global Coordinators; nor (b) any of their respective affiliates, agents, advisers, directors, officers, or employees; nor (c) to the extent not contained within (a) or (b), any person connected with a Joint Global Coordinator as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the respective Joint Global Coordinator), 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 of the Joint Global Coordinators nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Global Coordinators' conduct of the Placing or of such alternative method of effecting the Placing as the Joint Global Coordinators and the Company may agree.
Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and neither the Joint Global Coordinators nor any of their affiliates shall have any liability to the Placees for the failure of the Company to fulfil those obligations.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a contract note by the relevant Joint Global Coordinator which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to the relevant Joint Global Coordinator (as agent for and on behalf of the Company).
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the relevant Joint Global Coordinator in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Joint Global Coordinator.
Settlement of transactions in the Placing Shares (ISIN: GB00B647W791) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a T+3 basis unless otherwise notified by the relevant Joint Global Coordinator and is expected to occur on 28 September 2026 (the "Settlement Date") in accordance with the contract notes. 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 relevant Joint Global Coordinator may agree that the Placing Shares should be issued in certificated form. Each Joint Global Coordinator reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems 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. If a Placee wishes to receive its Placing Shares in certificated form, it should contact as soon as possible after receipt of its contract note its usual sales contact at the relevant Joint Global Coordinator. Settlement of the warrants attached to each Placing Share subscribed for by Placees shall, for the avoidance of doubt, be in certificated form in accordance with the terms of the Placing Agreement.
Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above the prevailing base rate of Barclays Bank plc as determined by the relevant Joint Global Coordinator.
Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Joint Global Coordinator may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the relevant Joint Global Coordinator's own account and benefit (as agent for and on behalf of the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the 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.
1. Conditions of the Placing
The obligations of the Joint Global Coordinators under the Placing Agreement are, and the Placing is, conditional upon, inter alia:
(a) the fulfilment by the Company of its obligations under Clause 3 (Delivery and registration of documents) of the Placing Agreement by the time specified in that Clause;
(b) an AIM application form in respect of the Fundraising Shares (as defined in the Placing Agreement) and all other documents to be submitted therewith having been delivered to the London Stock Exchange;
(c) the Subscription Agreements: (i) not having been terminated or amended and (ii) all conditions to the Subscription Agreements relating to the Subscription Shares (other than any conditions therein relating to Admission and any condition therein relating to this Agreement), having been met or waived and the aggregate subscription monies in respect of such Subscription Shares having been received by the Company;
(d) the Company having complied with its obligations under Clauses 5 (Application for Admission) and 6 (The Placing) of the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission);
(e) the delivery by the Company to each of the Joint Global Coordinators immediately prior to Admission of a certificate signed for and on behalf of the Company by a Director on behalf thereof in the form set out in Schedule 3 of the Placing Agreement; and
(f) the Company fully complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;
(g) the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;
(h) the release of the Close of Capital Access Window Announcement (as defined in the Placing Agreement) and the resumption in trading of the Ordinary Shares on AIM by no later than Admission;
(i) Admission having become effective at or before 8.00 a.m. on 28 September 2026 or such later time as the Joint Global Coordinators may agree with the Company (being not later than 9 October 2026),
(all conditions to the obligations of the Joint Global Coordinators included in the Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Global Coordinators may agree), 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.
The Joint Global Coordinators may, in their absolute discretion and upon such terms as they think fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions (save that the condition relating to Admission taking place, and the time by which this must occur, may not be waived). Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.
A Joint Global Coordinator may terminate its obligations under the Placing Agreement in certain circumstances, details of which are set out below.
Neither the Joint Global Coordinators nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any other person acting on any such person's behalf 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 the Joint Global Coordinators.
2. Termination of the Placing
A Joint Global Coordinator may, in its absolute discretion, by notice in writing to the Company prior to Admission terminate its obligations under the Placing if, inter alia:
(a) the Company fails in any material respect to comply with any of its obligations under the Placing Agreement or it commits a breach of the rules and regulations of the FCA and/or London Stock Exchange and/or the AIM Rules, FSMA, UK MAR or any other applicable law including, for the avoidance of doubt, in Portugal, the United States of America and/or Portugal; or
(b) it comes to the notice of either of the Joint Global Coordinators that any statement contained in the Placing Documents was untrue, incorrect or misleading at the date of such document in any respect which either of the Joint Global Coordinators considers to be material in the context of the Placing; or
(c) it comes to the notice of either of the Joint Global Coordinators that any statement contained in any of the Placing Documents has become untrue, incorrect or misleading in any respect which either of the Joint Global Coordinators considers to be material in the context of the Placing or any matter which either of the Joint Global Coordinators considers to be material in the context of the Placing has arisen which would, if the Placing were made at that time, constitute an omission therefrom; or
(d) it comes to the notice of either of the Joint Global Coordinators that any of the Warranties given by the Company was not at the date of this Agreement true and accurate in any respect which either of the Joint Global Coordinators considers to be material in the context of the Placing; or
(e) it comes to the notice of either of the Joint Global Coordinators that a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company in Clause 9 (Indemnities) of the Placing Agreement; or
(f) any of the Warranties, given by the Company by reference to the circumstances prevailing from time to time has ceased to be true and accurate in any respect which either of the Joint Global Coordinators considers to be material in the context of the Placing; or
(g) in the opinion of either of the Joint Global Coordinators there shall have occurred any Material Adverse Change (as defined in the Placing Agreement) (whether or not foreseeable at the date of this Agreement); or
(h) it comes to the notice of either of the Joint Global Coordinators that there has been, or will be a breach or potential breach of the Subscription Agreements including any of the warranties in such agreements or any of the Subscription Agreements is otherwise terminated, rescinded or frustrated.
In addition, a Joint Global Coordinator may by notice to the Company and the other Joint Global Coordinator prior to Admission terminate its obligations under the Placing Agreement if there has been a force majeure event.
By participating in the Placing, each Placee agrees with the Company and the Joint Global Coordinators that the exercise by the Company or a Joint Global Coordinator 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 the relevant Joint Global Coordinator or for agreement between the Company and the relevant Joint Global Coordinator (as the case may be) and that neither the Company nor the Joint Global Coordinators need make any reference to such Placee and that none of the Joint Global Coordinators, the Company, their respective affiliates, agents, advisers, directors, officers or employees nor any other person acting on any such person's behalf 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 the Placee after oral confirmation by the relevant Joint Global Coordinator of the Placee's allocation and commitment in the Placing.
Relationship of the Joint Global Coordinators
The obligations of each Joint Global Coordinator in connection with the Placing (including any payment obligation) are several, and not joint nor joint and several. A right of a Joint Global Coordinator in connection with the Placing (including any rights under the Placing Agreement) is held by that Joint Global Coordinator severally and each Joint Global Coordinator may exercise its rights, powers and benefits in connection with the Placing separately and individually.
A Joint Global Coordinator will not be responsible for the performance obligations of the other Joint Global Coordinator and will not be liable for any claims, damages or liabilities arising out of the actions taken, omissions of or advice given by the other Joint Global Coordinator. Any breach, non-performance or default by a Joint Global Coordinator will not constitute a breach, non-performance or default of the other.
Nothing contained or implied hereby or by acceptance of the Placing constitutes a Joint Global Coordinator acting as the partner, agent or representative of the other Joint Global Coordinator for any purpose or creates any partnership, agency or trust between the Joint Global Coordinators, and no Joint Global Coordinator has any authority to bind another Joint Global Coordinator in any way.
Neither of the Joint Global Coordinators will be liable for any loss, damage or claim arising out of the actions taken or advice given by the other Joint Global Coordinator. In addition, the rights of a Joint Global Coordinator and its affiliates, agents, advisers, directors, officers and employees in respect of that Joint Global Coordinator under the representations, warranties, undertakings, acknowledgements, agreements and indemnities set out in this Appendix will in no way be affected by the actions taken or alleged to have been taken or advice given or alleged to have been given by, or omissions or alleged omissions of, the other Joint Global Coordinator or its affiliates, agents, advisers, directors, officers or employees.
Offer Personal
The offering of Placing Shares and the agreement arising from acceptance of the Placing is personal to each Placee and does not constitute an offering to any other person or to the public. A Placee may not assign, transfer, or in any other manner deal with, its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of the Joint Global Coordinators in accordance with all relevant legal requirements.
Representations, Warranties and Further Terms
-
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, undertakes, acknowledges, confirms and agrees (for itself and for any such prospective Placee) to the Company and the Joint Global Coordinators that:
- it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, undertakings, acknowledgements, agreements, indemnities, 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 information contained in this Announcement and the Publicly Available Information;
(b) it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus, MTF admission document or other offering document:
(i) is required under the EU Prospectus Regulation or the PRM or any applicable law; nor
(ii) has been or will be prepared in connection with the Placing;
(c) 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;
(d) 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 neither the Joint Global Coordinators nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor 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 information in this Announcement or the Publicly Available Information; nor has it requested the Joint Global Coordinators, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
(e) neither the Joint Global Coordinators nor any of their affiliates, agents, advisers, directors, officers or employees nor any other respective person acting on behalf of any of them 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;
(f)
(i) the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the Announcement and the Publicly Available Information;
(ii) neither the Joint Global Coordinators, nor the Company nor any of their respective affiliates, agents, advisers, directors, officers and employees nor any other person acting on behalf of any of them have made any representation, warranty or statement to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
(iii) 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
(iv) it has not relied on any investigation that the Joint Global Coordinators or any person acting on behalf of a Joint Global Coordinator may have conducted with respect to the Company, the Placing or the Placing Shares;
(g) the content of this Announcement and the Publicly Available Information as well as any information made available (in written or oral form) in presentations or as part of the roadshow discussion with investors has been prepared by and is exclusively the responsibility of the Company and that neither the Joint Global Coordinators nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or 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 this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
(h) it and/or each person on whose behalf it is participating in the Placing:
(i) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
(ii) has fully observed such laws and regulations;
(iii) 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; and
(iv) 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 Appendix) 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 and that it is in full compliance with all applicable laws and regulations with respect to its subscription for Placing Shares;
(i) 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, Australia, Canada, Japan, or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, acquired, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan, or the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;
(j) no action has been or will be taken by any of the Company, the Joint Global Coordinators or any person acting on behalf of the Company or the Joint Global Coordinators 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;
(k) it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of Canada, Japan, or the Republic of South Africa;
(l) 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;
(m) 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;
(n) 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;
(o) it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into 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;
(p) it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and will make payment to the relevant Joint Global Coordinator for the Placing Shares allocated to it in accordance with the Terms and Conditions on the due times and dates set out in this Appendix, failing which the relevant Placing Shares may be placed with other persons on such terms as the relevant Joint Global Coordinator determines in its absolute discretion without liability to the Placee and it will remain liable for and will pay on demand 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 Appendix) which may arise upon the sale of such Placee's Placing Shares on its behalf;
(q) its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Joint Global Coordinators may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
(r) the person who it specifies for registration as holder of the Placing Shares will be:
(i) the Placee; or
(ii) a nominee of the Placee, as the case may be,
and the Joint Global Coordinators and the Company will not 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 indemnify the Company and the Joint Global Coordinators in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the relevant Joint Global Coordinator or transferred to a CREST stock account of the relevant Joint Global Coordinator who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
(s) it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
(t) as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company, save as previously disclosed to the Joint Global Coordinators;
(u) 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;
(v) if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or Article 49(2) of the Order 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;
(w) if it is within the United Kingdom, it is a UK Qualified Investor and if it is within an EEA member state, it is an EU Qualified Investor;
(x) it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in any EEA member state prior to the expiry of a period of six months from Admission 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 except in circumstances falling within Article 1(4) of the EU Prospectus Regulation or Part 1 of Schedule 1 of the POATR which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or contravene regulation 12 of POATR;
(y) 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 and agrees that this Announcement has not been approved by the Joint Global Coordinators in their capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
(z) it has complied and it will comply with all applicable laws and regulations in all relevant jurisdictions with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and UK MAR in respect of anything done in, from or otherwise involving the United Kingdom);
(aa) if it is a financial intermediary, as that term is used in the POATRs and the EU Prospectus Regulation (as applicable), 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 in an EEA member state, or to which the POATRs or the EU Prospectus Regulation (as applicable) otherwise applies, other than to UK Qualified Investors or EU Qualified Investors, or in circumstances in which the express prior written consents of the Joint Global Coordinators has been given to the offer or resale;
(bb) in subscribing for Placing Shares, it has consented to receive "inside information" for the purposes of UK MAR, and it agrees not to deal in any securities of the Company until such time as the inside information of which it has been made aware has been made public for the purposes of UK MAR or it has been notified by the Joint Global Coordinators or the Company that the proposed Placing will not proceed and inside information of which the Placee is aware has been publicly announced, and:
(i) other than in respect of its knowledge of the proposed Placing, it has neither received nor relied on any inside information concerning the Company or the Placing Shares; and
(ii) it has not disclosed any inside information concerning the Company or the Placing Shares to any person, prior to such information being publicly announced;
(cc) neither the Joint Global Coordinators, nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any other person acting on behalf of any of them is making any recommendations to it, or 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, undertakings, acknowledgements, agreements and indemnities contained in the Placing Agreement nor the exercise or performance of any of a Joint Global Coordinator's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
(dd) participation in the Placing is on the basis that it is not and will not be a or be treated as a client of any of the Joint Global Coordinators and that neither of the Joint Global Coordinators has any duties or responsibilities to it for providing the protections afforded to its clients or for providing any such recommendation or advice as aforesaid;
(ee) in the case of a person in Australia who acquires any Placing Shares pursuant to the Placing, it is a Wholesale Investor, and it is not that person's intention or purpose that any of the Placing Shares be acquired for the purpose of selling or transferring the securities or granting, issuing, or transferring interests in, or options over, them;
(ff) the Joint Global Coordinators and their 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 Announcement 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, any Joint Global Coordinator and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Joint Global Coordinators 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;
(gg) it:
(i) has complied with its obligations in connection with money laundering and terrorist financing under the Anti-Terrorism Crime and Security Act 2001, UK MAR, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and any related rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof; and
(ii) is not a person:
(A) with whom transactions are prohibited under the United States Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, any of the Office of Foreign Assets Control of the U.S. Department of the Treasury, the United States Department of State, and the Bureau of Industry and Security of the United States Department of Commerce;
(B) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
(C) subject to economic, trade or financial sanctions imposed pursuant to a regulation of, or adopted, administered or enforced by, any of the European Union, the United Nations, the Hong Kong Monetary Authority, and any other relevant sanctions body or authority,
(together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase;
(hh) in order to ensure compliance with the Regulations, each Joint Global Coordinator (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 the relevant Joint Global Coordinator or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the relevant Joint Global Coordinator's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the relevant Joint Global Coordinator's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the relevant Joint Global Coordinator (for itself and as agent for and on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the relevant Joint Global Coordinator and/or the Company may, at its 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;
(ii) it acknowledges that its commitment to acquire Placing Shares on the Terms and Conditions and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Global Coordinators' conduct of the Placing;
(jj) it has knowledge and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it, and any person on whose behalf it is acting, 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;
(kk) it irrevocably appoints each Joint Global Coordinator and any duly authorised officer of a Joint Global Coordinator 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 upon the terms of this Appendix;
(ll) 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, undertakings, acknowledgements, agreements and indemnities on behalf of each such accounts;
(mm) time is of the essence as regards its obligations under this Appendix;
(nn) 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 the Joint Global Coordinators;
(oo) the Placing Shares will be issued subject to the Terms and Conditions and the articles of association of the Company;
(pp) the terms set out in this Appendix and the allocation of Placing Shares (including the subscription amount payable) as confirmed to a Placee, constitute the entire agreement to the terms of the Placing and a Placee's participation in the Placing to the exclusion of prior representations, understandings and agreements between the Placee and any Joint Global Coordinator and any variation of such terms must be in writing signed by or on behalf of the Joint Global Coordinators;
(qq) the Terms and Conditions and all documents into which this Appendix 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 Placing Shares pursuant to the Placing, and any dispute or claim arising out of or in connection with the Placing or formation thereof (including non-contractual disputes or claims), will be governed by and construed in accordance with English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter (including non-contractual disputes or claims) arising out of such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or each Joint Global Coordinator 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; and
(rr) the Company, the Joint Global Coordinators and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, acknowledgements, and agreements, which are given to the Joint Global Coordinators on their own behalf and as agents for and on behalf of the Company and are irrevocable.
2.2 By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Global Coordinators and each of their respective affiliates, agents, advisers, directors, officers and employees harmless, on an after-tax basis, from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of any of the representations, warranties, undertakings, acknowledgements, agreements and indemnities given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by a Joint Global Coordinator, the Company or any of their respective affiliates, agents, advisers, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Appendix, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.
2.3 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 their allotment and issue 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 the Joint Global Coordinators 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 the Joint Global Coordinators 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 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 and to hold harmless, on an after-tax basis, the Company and the Joint Global Coordinators in the event that either the Company and/or a Joint Global Coordinator have incurred any such liability to such taxes or duties.
2.4 The representations, warranties, undertakings, acknowledgements, agreements, and indemnities contained in this Appendix are given to each Joint Global Coordinator for itself and as agent for and on behalf of the Company and are irrevocable and not capable of termination.
2.5 SP Angel is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the Placing and other matters referred to in this Announcement, and SP Angel will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of SP Angel or for providing advice in relation to the Placing or any other matters referred to in this Announcement. SP Angel is not making any representation or warranty, express or implied, as to the contents of this Announcement. SP Angel has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by SP Angel for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
2.6 Canaccord is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the Placing and other matters referred to in this Announcement, and Canaccord will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of Canaccord or for providing advice in relation to the Placing or any other matters referred to in this Announcement. Canaccord is not making any representation or warranty, express or implied, as to the contents of this Announcement. Canaccord has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Canaccord for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
2.7 Alantra is authorised and regulated by the Comisión Nacional del Mercado de Valores (CNMV) and is registered as an investment services firm in the CNMV Register under the number 245. Alantra is acting exclusively for the Company and no one else in connection with the Placing and other matters referred to in this Announcement, and Alantra will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of Alantra or for providing advice in relation to the Placing or any other matters referred to in this Announcement. Alantra is not making any representation or warranty, express or implied, as to the contents of this Announcement. Alantra has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Alantra for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
2.8 CaixaBank is a credit institution registered with Bank of Spain under number 2100, and duly authorized to provide investment services in Spain. CaixaBank is acting exclusively for the Company and no one else in connection with the Placing and other matters referred to in this Announcement, and CaixaBank will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of CaixaBank or for providing advice in relation to the Placing or any other matters referred to in this Announcement. CaixaBank is not making any representation or warranty, express or implied, as to the contents of this Announcement. CaixaBank has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by CaixaBank for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
2.9 Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Global Coordinators do 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.
2.10 Each Placee and any person acting on behalf of the Placee acknowledges and agrees that a Joint Global Coordinator may (at 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.
2.11 When a Placee or any person acting on behalf of the Placee is dealing with a Joint Global Coordinator, any money held in an account with a Joint Global Coordinator 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 the 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 a Joint Global Coordinator 's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee and the Placee will rank only as a general creditor of the relevant Joint Global Coordinator.
2.12 References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.
2.13 No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
2.14 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.
2.15 The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
2.16 Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated into, or forms part of, this Announcement.
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