Proposed £26.5 million Fundraising
13 December 2021
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF TRIDENT ROYALTIES PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IN FORCE IN THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Trident Royalties Plc
("Trident" or the "Company")
Proposed Fundraising to Raise Approximately £26.5 million (Approximately US$35.0 million)
Trident Royalties Plc (AIM:TRR, FSX:5KV), the growth-focused mining royalty and streaming company, today announces a proposed placing (the "Placing"), subscriptions and retail offer (together, the "Fundraising") to raise aggregate gross proceeds of approximately £26.5 million (approximately US$35.0 million) before expenses, via the issue of approximately 73.55 million new ordinary shares in the Company at a price of 36 pence per share (the "Placing Price").
As separately announced today, the Company is pleased to announce the proposed acquisition of a portfolio of producing gold offtake streams (the "Portfolio") from Orion Mine Finance ("Orion") for a total consideration of US$69.75 million (the "Acquisition"). Details of the Acquisition are contained in the that announcement.
The Placing is to be conducted by way of an accelerated bookbuild process (the "Bookbuild"), launched with immediate effect. Tamesis Partners LLP ("Tamesis"), Ashanti Capital Pty Ltd ("Ashanti") and Stifel Nicolaus Europe Limited ("Stifel") are acting as Joint Bookrunners in relation to the Placing.
The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being this "Announcement").
As part of the Fundraising, an offer will be made by the Company on the PrimaryBid.com platform of up to 8,333,333 new Ordinary Shares at the Placing Price (the "Retail Shares") to raise up to approximately £3.0 million (approximately US$4.0 million) (the "Retail Offer"). A separate announcement will be made shortly regarding the Retail Offer and its terms.
Background to and reasons for the Fundraising
As of 30 November 2021, the Company had cash at bank and on hand of approximately US$14.2 million.
The proceeds of the Fundraising of approximately £26.5 million (approximately US$35.0 million) before expenses, will be utilised to partly fund the cash component of the Acquisition consideration, for future royalty and streaming asset acquisitions, and for general corporate purposes.
Following the completion of the Fundraising and the Acquisition, the Company is expected to have pro forma cash at bank and on hand of approximately US$19.2[1] million before expenses.
The successful completion of the Placing will therefore enable the Company to complete the Acquisition while maintaining a strong balance sheet and cash on hand for future royalty & stream acquisitions.
Trident is currently party to 14 Non-Disclosure Agreements under which it is reviewing opportunities in copper, gold, nickel and several battery and industrial minerals.
Details of the Placing
The Placing is to be conducted by way of an accelerated bookbuild process, launched with immediate effect. Tamesis, Ashanti and Stifel Nicolaus are acting as Joint Bookrunners in relation to the Placing. The timing of the closing of the Bookbuild and allocations are at the absolute discretion of the Joint Bookrunners and the Company. The result of the Placing will be announced as soon as practicable after the close of the Bookbuild.
The Placing is being conducted in two tranches:
· A firm placing (the "Firm Placing") to raise aggregate gross proceeds of approximately £25.5 million (approximately US$33.8 million) before expenses, via the issue of 70,881,943 million new ordinary shares in the Company ("Firm Placing Shares") at the Placing Price; and
· A conditional placing (the "Conditional Placing") to raise aggregate gross proceeds of approximately £1.0 million (approximately US$1.2 million) before expenses, via the issue of approximately 2.61 million new ordinary shares in the Company ("Conditional Placing Shares") at the Placing Price, conditional on shareholder approval.
The Firm Placing is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of the Firm Placing Shares. The Firm Placing is not conditional upon the Conditional Placing.
The Conditional Placing is also conditional, inter alia, the passing of certain resolutions (the "Resolutions") at a general meeting of the Company's shareholders which is being convened at the offices of Tamesis Partners LLP, 125 Old Broad Street, London, EC2N 1AR on 10 January 2022 (the "General Meeting") and upon the Placing Agreement not having been terminated and becoming unconditional in respect of the Firm Placing Shares and the Conditional Placing Shares.
A circular, containing further details of the Placing and convening the General Meeting in order to pass the Resolutions (the "Circular") and a Form of Proxy are expected to be despatched to shareholders on or around 15 December 2021 and the Circular will thereafter be available on the Company's website.
In addition to approving the allotment and issue of the Conditional Placing Shares, free of pre-emption rights, resolutions will be proposed to authorise the issue and allotment of the warrants to be issued to Macquarie, free of pre-emption rights. In addition, resolutions will be proposed to give the directors general authority to allot and issue equity securities, as the Directors will have substantially utilised the, the current authorities granted at the last AGM following the Firm Placing.
The above is a summary and the full text of the Resolutions will be set out in the Notice.
The Fundraising is not underwritten. The Firm Placing Shares, Conditional Placing Shares, the subscription shares and the Retail Shares when issued will be issued fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company from their date of issue.
Irrevocable Undertakings
The Company has received irrevocable undertakings from each of the Directors and certain of the senior management of the Company who have an interest in ordinary shares and certain other shareholders, representing in aggregate approximately 63.3 million ordinary shares, representing approximately 38.5 per cent. of the company's issued ordinary share capital to vote in favour of all Resolutions to be proposed at the General Meeting.
Directors and Management Participation
Certain directors and management of the Company intend to participate in the Placing for an aggregate of approximately £0.7 million (US$0.9 million). A further announcement will be made in due course regarding their respective participations.
Admission Settlement and Dealings
An application will be made to the London Stock Exchange for 70,881,943 Firm Placing Shares to be admitted to trading on AIM. It is expected that Admission will take place at 8:00 a.m. on or around 20 December 2021.
Subject to the passing of the Resolutions, an application will be made to the London Stock Exchange for approximately 2.67 million Conditional Placing Shares to be admitted to trading on AIM. It is expected that Admission will take place at 8:00 a.m. on or around 14 January 2022.
Expected Timetable for the Placing
|
Launch of accelerated bookbuild |
13 December 2021 |
|
Results of Placing announced |
14 December 2021 |
|
Settlement and Admission of Firm Placing |
20 December 2021 |
|
General meeting of shareholders |
10 January 2022 |
|
Settlement and Admission of Conditional Placing |
14 January 2022 |
The announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section and the detailed terms and conditions described in the Appendix.
Third Party Information
As a royalty and streaming company, Trident often has limited, if any, access to non-public scientific and technical information in respect of the properties underlying its portfolio of royalties and investments, or such information is subject to confidentiality provisions. As such, in preparing this announcement and other public information the Company has relied upon information provided by or the public disclosures of the owners and operators of the properties underlying its portfolio of royalties, as available at the date of such announcement. If it subsequently turns out that the public scientific and technical information in respect of the properties underlying its portfolio of royalties and investments is amended or updated by the mine or project owner it could have a material adverse effect on Trident and its assets, adversely affect its financial condition.
MAR Disclosure
Prior to its publication, certain information contained within this announcement was deemed to constitute inside information for the purposes of Article 7 of MAR. In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this announcement and such information is now considered to be in the public domain. Accordingly, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
Contact details:
|
Trident Royalties Plc Adam Davidson |
www.tridentroyalties.com +1 (757) 208-5171 |
|
Grant Thornton (Nominated Adviser) Colin Aaronson / Samantha Harrison |
+44 020 7383 5100 |
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Tamesis Partners LLP (Financial Adviser, Joint Bookrunner) Richard Greenfield |
+44 20 3882 2868 |
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Stifel Nicolaus Europe Limited (Joint Bookrunner) Callum Stewart / Ashton Clanfield |
+44 20 7710 7600 |
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Ashanti Capital Pty Ltd (Joint Bookrunner) Rob Hamilton |
+61 8 6169 266 |
|
St Brides Partners Ltd (Financial PR & IR) Susie Geliher / Catherine Leftley |
+44 20 7236 1177 |
About Trident
Trident is a growth-focused diversified mining royalty and streaming company, providing investors with exposure to a mix of base and precious metals, bulk materials (excluding thermal coal) and battery metals.
Key highlights of Trident's strategy include:
· Expanding on a royalty and streaming portfolio which broadly mirrors the commodity exposure of the global mining sector (excluding thermal coal) with a bias towards production or near-production assets, differentiating Trident from the majority of peers which are exclusively, or heavily weighted, to precious metals;
· Acquiring royalties and streams in resource-friendly jurisdictions worldwide, while most competitors have portfolios focused on North and South America;
· Targeting attractive small-to-mid size transactions which are often ignored in a sector dominated by large players;
· Active deal-sourcing which, in addition to writing new royalties and streams, will focus on the acquisition of assets held by natural sellers such as: closed-end funds, prospect generators, junior and mid-tier miners holding royalties as non-core assets, and counterparties seeking to monetise packages of royalties and streams which are otherwise undervalued by the market;
· Maintaining a low-overhead model which is capable of supporting a larger scale business without a commensurate increase in operating costs; and
· Leveraging the experience of management, the board of directors, and Trident's adviser team, all of whom have deep industry connections and strong transactional experience across multiple commodities and jurisdictions.
The acquisition and aggregation of individual royalties and streams is expected to deliver strong returns for shareholders as assets are acquired on terms reflective of single asset risk compared with the lower risk profile of a diversified, larger scale portfolio. Further value is expected to be delivered by the introduction of conservative levels of leverage through debt. Once scale has been achieved, strong cash generation is expected to support an attractive dividend policy, providing investors with a desirable mix of inflation protection, growth and income.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, the Republic of South Africa, Japan, Hong Kong or any other jurisdiction in which such release, publication or distribution would be unlawful.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from 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, or under the securities laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa, Hong Kong or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, Japan, New Zealand, the Republic of South Africa (as the case may be). No public offering of the Placing Shares is being made in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, Hong Kong or elsewhere.
No action has been taken by the Company, the Joint Bookrunners or any of their respective Affiliates, or any of its or their respective directors, members, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
This Announcement is directed at and is only being distributed to: (a) persons in member states of the EEA who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation ("Qualified Investors"), (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order and (ii) are Qualified Investors, or (c) if in Australia, persons who are "sophisticated investors" (within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) (the "AustralianCorporations Act")), "professional investors" (within the meaning of section 708(11) of the Australian Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Australian Corporations Act so that it would be lawful to offer the Placing Shares to those persons without disclosure under Chapter 6D of the Australian Corporations Act; (d) if in Hong Kong, persons who are "professional investors" (as defined in the Securities and Futures Ordinance (Cap 571 of the laws of Hong Kong) and any rules made thereunder); or (e) otherwise, persons to whom it may otherwise lawfully be communicated (each such person in (a), (b), (c),(d) and (e), a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with either the Prospectus Regulation or the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward -looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward - looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward -looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement.
Each of the Company, the Joint Bookrunners and Grant Thornton expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.
Tamesis and Stifel which are each authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.
Ashanti, which is authorised and regulated by the Australian Securities and Investments Commission in Australia is acting exclusively for the Company and no-one else in connection with the Placing. It will not regard any other person (whether or not a recipient of this document) as a client in relation to any information in this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Ashanti or in connection with this Announcement or any transaction or arrangement referred to in this Announcement.
Grant Thornton, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company as the Company's nominated adviser. It will not regard any other person (whether or not a recipient of this document) as a client in relation to any information in this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Grant Thornton or in connection any transaction or arrangement referred to in this Announcement.
This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Joint Bookrunners or Grant Thornton (to the fullest extent permitted by law) (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of the Joint Bookrunners and/or Grant Thornton and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed.
No representation or warranty, express or implied, is made by the Joint Bookrunners or Grant Thornton, and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute a recommendation concerning any potential investor's actions with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM. Grant Thornton's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.
Appendix 1 to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendices) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in Appendix 1 to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix 1 to this Announcement.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
Terms and Conditions of the Placing for invited Placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS 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: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR IF IN AUSTRALIA, PERSONS WHO: (A) ARE "WHOLESALE INVESTORS" BEING SOPHISTICATED OR EXPERIENCED INVESTORS MEETING THE CRITERIA IN SECTIONS 708(8) OR (10) OF THE AUSTRALIAN CORPORATIONS ACT 2001 (CTH) (THE "CORPORATIONS ACT")), OR "PROFESSIONAL INVESTORS" (WITHIN THE MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT); OR (B) DO NOT OTHERWISE REQUIRE DISCLOSURE PURSUANT TO ONE OR MORE EXEMPTIONS CONTAINED IN SECTION 708 OF THE AUSTRALIAN CORPORATIONS ACT SO THAT IT WOULD BE LAWFUL TO OFFER THE PLACING SHARES TO THOSE PERSONS WITHOUT DISCLOSURE UNDER CHAPTER 6D OF THE CORPORATIONS ACT; OR IF IN HONG KONG, PERSONS WHO ARE PROFESSIONAL INVESTORS (AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP 571 OF THE LAWS OF HONG KONG) AND ANY RULES MADE THEREUNDER);OR IF IN SINGAPORE, PERSONS WHO ARE "institutional investors" (as defined in section 4A(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA")); or a "relevant person" (as defined in section 275(2) of the SFA); or a person to whom an offer is being made, as referred to in section 275(1A) of the SFA; IF IN CANADA, PERSONS WHO ARE EITHER purchasing securities of the Company as principal for their own account, or is deemed to be purchasing such securities as principal for their own account in accordance with applicable securities laws; and such purchaser: (i) is a "permitted client" as defined in Section 1.1 of nATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT RELATIONSHIPS ("ni 31-103") and; (ii) is an "accredited investor" as defined in Section 73.3(1) of the Securities Act (Ontario) and Section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions ("NI-45-106"); OR (C) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (D) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B), (C), AND (D) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES LAWS OF AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY STATE, PROVINCE OR TERRITORY THEREOF OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSON WITH A REGISTERED ADDRESS IN, OR WHO IS A RESIDENT OR ORDINARY RESIDENT IN, OR A CITIZEN OF SUCH JURISDICTIONS OR TO ANY PERSON IN ANY COUNTRY OR TERRITORY WHERE TO DO SO WOULD OR MIGHT CONTRAVENE APPLICABLE SECURITIES LAWS OR REGULATIONS EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION. NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
Unless otherwise stated, capitalised terms in this Appendix have the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, Canada, Japan, Australia, New Zealand, the Republic of South Africa, Hong Kong, Singapore or in any jurisdiction where such offer or solicitation is unlawful (each a "Restricted Territory"). No public offering of securities will be made in connection with the Placing in the United Kingdom or any other Restricted Territory or elsewhere. No placement document, prospectus, product disclosure statement or other disclosure document has been or will be lodged with the Australian Securities and Investments Commission in relation to the Placing. This Announcement does not constitute a prospectus, product disclosure statement or other disclosure document under the Australian Corporations Act and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Australian Corporations Act. To the extent this Announcement is distributed in Australia, it is distributed for information purposes only.
Any Placing Shares applied for must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Placing Shares must observe such Australian on-sale restrictions.
This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in any Restricted Territory or in any jurisdiction in which such release, publication or distribution is unlawful. The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by the Joint Bookrunners or any of their respective Affiliates, or any of their or their respective Representatives which 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 distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company, each of the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation or the UK Prospectus Regulation, as applicable, from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
Subject to certain exceptions, the securities referred to in this Announcement may not be taken up, offered, sold, resold, pledged, transferred, delivered or distributed, whether directly or indirectly, in any Restricted Territory or in any jurisdiction where such offer or sale is unlawful or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory or in any jurisdiction where such offer or sale is unlawful.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Joint Bookrunner or any of their respective Affiliates, or any of their or their respective Affiliates' representatives as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
The Joint Bookrunners, of which Stifel and Tamesis are regulated by the Financial Conduct Authority in the United Kingdom and of which Ashanti is regulated by the Australian Securities and Investments Commission in Australia, are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
None of the Company, the Joint Bookrunners nor their respective Affiliates, nor any of their or their respective Affiliates' representatives, makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants and acknowledges that:
(a) it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(b) except as otherwise permitted by the Company and the Joint Bookrunners and subject to any available exemptions from applicable securities laws, it and any account with respect to which it exercises sole investment discretion, is outside the United States subscribing for the Placing Shares in an offshore transaction as defined in and in accordance with Regulation S under the Securities Act of 1933; and
(c) if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation or the UK Prospectus Regulation, as applicable, that it understands the resale and transfer restrictions set out in this Appendix and that any 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to EEA Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out in Appendix 2.
Details of the Placing Agreement and of the Placing Shares
The Joint Bookrunners are acting as placement agents in connection with the Placing. The Joint Bookrunners have entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Joint Bookrunners have agreed, as agents for the Company, severally to use reasonable endeavours to procure Placees for Placing Shares at a price of 36 pence per Placing Share (the "Placing Price").
The Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares and the Retail Shares (each as defined below), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after their date of issue. The Placing Shares will be issued free of any encumbrances, liens or other security interests.
As part of the Placing, the Company intends to make an offer on the PrimaryBid platform of new Ordinary Shares which will be placed firm and issued at First Admission (the "Retail Shares") at the Placing Price (the "Retail Offer"). The Retail Offer is conditional on the Placing. The Placing is not conditional on the Retail Offer. The Joint Bookrunners are acting as placement agents only in connection with the Placing and are not acting for any person, including the Company, in respect of the Retail Offer and have no responsibility to any person for any matters concerning or connected with the Retail Shares or the Retail Offer.
Applications for admission to listing and trading
The Company will apply to London Stock Exchange plc (the "London Stock Exchange") for admission to trading on AIM of the Firm Placing Shares and the Retail Shares. It is expected that First Admission will become effective at 8.00 a.m. (London time) on 17 December 2021 (or such later date as may be agreed between the Company and the Joint Bookrunners).
The Company will apply to the London Stock Exchange for admission to trading on AIM of the Consideration Shares. It is expected that Consideration Admission will become effective at 8.00 a.m. (London time) on 7 January 2022 ("Consideration Admission").
The Company will apply to the London Stock Exchange for admission to trading on AIM of the Conditional Placing Shares. It is expected that Second Admission will become effective at 8.00 a.m. (London time) on or around 14 January 2022 (or such later date as may be agreed between the Company and the Joint Bookrunners).
The placing of the Firm Placing Shares, the Retail Shares and First Admission are not conditional on the issue of the Consideration Shares, or the issue of the Conditional Placing Shares or Second Admission.
Further, the Placing is not conditional on the completion of the Acquisition (as defined above) and the issue of the Consideration Shares and, for the avoidance of doubt, funds will not be required to be returned to Placees in the event that the Acquisition does not complete or the Admission of the Consideration Shares does not take place.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally, and not jointly, nor jointly and severally, as agents of the Company. Participation will only be available to persons who may lawfully be, and are, invited to participate by a Joint Bookrunner.
2. Each Placee's allocation will be confirmed to Placees either orally or by email by the relevant Joint Bookrunner, and a contract note will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Joint Bookrunner and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the Placing Price on the terms and conditions set out in this Appendix.
3. The Joint Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares (including, but not limited to, whether such Placing Shares are Firm Placing Shares or Conditional Placing Shares) and may scale down any participation for this purpose on such basis as they may determine and allocate Placing Shares as Firm Placing Shares or Conditional Placing Shares at their discretion. The acceptance of offers shall be at the absolute discretion of the Joint Bookrunners.
4. Participation in the Placing will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the relevant Joint Bookrunner's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Such Placees' obligations will be owed to the relevant Joint Bookrunner. The Joint Bookrunners and the Company shall be entitle to effect the Placing by such alternative method as they may in their absolute discretion determine.
5. Except as required by law or regulation, no press release or other announcement will be made by any of the Joint Bookrunners 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.
6. Irrespective of (i) the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed or (ii) whether a Placee is allocated Firm Placing Shares and/or Conditional Placing Shares, settlement for such Placing Shares to be acquired pursuant to the Placing will be required to be made on the basis explained below under "Registration and settlement".
7. All obligations under the Placing will be subject to satisfaction, 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 Agreement".
8. 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 after confirmation (oral or otherwise) by a Joint Bookrunner.
9. To the fullest extent permissible by law, none of the Joint Bookrunners, the Company or any of their respective Affiliates or any of their respective Representatives shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners, nor the Company, nor any of their respective Affiliates shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing as the Joint Bookrunners, their respective Affiliates and the Company may agree or determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The Joint Bookrunners' obligations under the Placing Agreement in respect of the Firm Placing Shares are conditional on certain conditions, including (without limitation):
1. the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to First Admission save where, in the opinion of the relevant Joint Bookrunner, acting in good faith, such non-compliance is not material in the context of the Firm Placing Shares or First Admission;
2. the representations and warranties of the Company contained in the Placing Agreement being true and accurate and not misleading as of the date of the Placing Agreement and the date of First Admission, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting; and
3. First Admission taking place by not later than 8.00 a.m. on 17 December 2021 (or such later time and/or date as may be agreed between the Company and the Joint Bookrunners, being not later than 31 December 2021).
The Joint Bookrunners' obligations under the Placing Agreement in respect of the Conditional Placing Shares are conditional on certain conditions, including (without limitation):
1. the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Second Admission save where, in the opinion of the relevant Joint Bookrunner, acting in good faith, such non-compliance is not material in the context of the Conditional Placing Shares or Second Admission;
2. First Admission having become effective;
3. the representations and warranties of the Company contained in the Placing Agreement being true and accurate and not misleading as of the date of the Placing Agreement and the date of Second Admission, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting;
4. the passing of the Resolutions at the General Meeting; and
5. Second Admission taking place by not later than 8.00 a.m. on 14 January 2022 (or such later time and/or date as may be agreed between the Company and the Joint Bookrunners, being not later than 14 February 2022).
If: (i) any of the conditions contained in the Placing Agreement, including (without limitation) those described above, are not fulfilled or (where applicable) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing in respect of the Placing Shares will lapse if such conditions are not satisfied by, or termination occurs prior to, First Admission, or the Placing of the Conditional Placing Shares will lapse if such conditions are not satisfied by or termination occurs after First Admission but prior to Second Admission and the Placees' rights and obligations hereunder in relation to the Firm Placing Shares and/or the Conditional Placing Shares (as the case may be) shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.
The Joint Bookrunners may, at their absolute discretion waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement (to the extent that the Joint Bookrunners are capable of waiving such condition). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of the Joint Bookrunners nor any of their respective Affiliates, nor any of its or their respective Affiliates' Representatives 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 it or another person 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 it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.
By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
Each Joint Bookrunner is entitled at any time before First Admission to terminate the Placing Agreement or at any time after First Admission but before Second Admission to terminate the Placing Agreement in so far as it relates to the Conditional Placing, in each case in accordance with its terms in certain circumstances, including, inter alia, if:
1. if the Company has failed to comply with any of its obligations contained in the Placing Agreement such failure being, in the opinion of any of the Joint Bookrunners, acting in good faith, material in the context of the Placing, First Admission or Second Admission (as the case may be); or
2. any of the representations or warranties of the Company contained in the Placing Agreement was, when given, untrue, inaccurate or misleading or is not, or has ceased to be, true, accurate or not misleading (or would not be true, accurate or not misleading if then repeated) by reference to the facts subsisting at the time; or
3. there has occurred, in a Joint Bookrunner's opinion, acting in good faith a material adverse change in the financial position, business or prospects of the Company and its Group; or
4. the occurrence of a market disruption event, as specified in the Placing Agreement; or
5. First Admission does not take place by 17 December 2021; or
6. Second Admission does not take place by 31 January 2022.
By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners or for agreement between the Company and the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to, or undertake any consultation with, Placees and that neither they nor any of their respective Affiliates, or Representatives shall have any liability to Placees whatsoever in connection with any such exercise.
The placing of the Firm Placing Shares and First Admission is not conditional on the issue of the Consideration Shares and the Consideration Admission or the issue of the Conditional Placing Shares and Second Admission. Consequently if, following the issue of and admission to trading on AIM of the Firm Placing Shares, the conditions relating to the issue of the Conditional Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms, the Conditional Placing Shares will not be issued and the Company will not receive the related placing monies in respect of such Conditional Placing Shares.
Further, the Placing is not conditional on the completion of the Acquisition and for the avoidance of doubt funds will not be required to be returned to Placees in the event that the Acquisition does not complete or the Consideration Admission does not occur.
No admission document or prospectus
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA, the London Stock Exchange or any other authority in relation to the Placing, and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement and any Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the contract note (referred to in paragraph 2 above under "Participation in, and principal terms of, the Placing") to be provided to individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Joint Bookrunners and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Joint Bookrunners or their respective Affiliates or Representatives or any other person and none of the Joint Bookrunners nor the Company, nor any of their respective Affiliates or Representatives nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in making an offer to participate in the Placing.
Lock-up
The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and 90 calendar days after the later of First Admission and Second Admission, it will not, without the prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed), enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between the Joint Bookrunners and the Company including the issue of Ordinary Shares to Orion pursuant to the Acquisition and pursuant to the Placing.
By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BF7J2535) following each of First Admission and Second Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price, whether such shares are Firm Placing Shares, Conditional Placing Shares or a combination of the two, the aggregate amount owed by such Placee to the Joint Bookrunners and settlement instructions in respect of each of First Admission and Second Admission. It is expected that such contract note will be despatched on or around 14 December 2021 and that this will also be the trade date for the Firm Placing Shares. The trade date for the Conditional Placing Shares is expected to be 14 December 2022.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by the relevant Joint Bookrunners (or its settlement agent) as agent for the Company and the relevant Joint Bookrunner (or its settlement agent) will enter its delivery (DEL) instruction into the CREST system. The relevant Joint Bookrunner (or its settlement agent) will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement of the Firm Placing Shares will be on 20 December 2021 on a T+4 basis in accordance with the instructions given to the Joint Bookrunners.
It is expected that settlement of the Conditional Placing Shares will be on 14 January 2022 on a T+4 basis in accordance with the instructions given to the Joint Bookrunners
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank plc as determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, 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 aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. If a Placee fails to make payment for any Placing Shares allocated to that Placee, the Joint Bookrunners may assign their rights and powers under this Appendix against such defaulting Placee to a third party without notice to the relevant Placee. The foregoing is without prejudice to any cause of action the Joint Bookrunners may have against a defaulting Placee. If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that 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 to as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Joint Bookrunners nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of the Joint Bookrunners (in their capacity as placing agents in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:
1. it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for and purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement 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 First Admission, Second Admission, the Placing, the Company, the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation or the UK Prospectus Regulation and it has not received and will not receive a prospectus, admission document or other offering document in connection with First Admission, Second Admission, the Company, the Placing or the Placing Shares;
3. that the Ordinary Shares are admitted to AIM and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies, MAR, the DTRs and the rules and practices of the London Stock Exchange and/or the FCA (collectively, the "Exchange Information"), 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 similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;
4. that none of the Joint Bookrunners, nor the Company nor any of their respective Affiliates nor any of their respective Representatives nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Placing or the Company or any other person other than this Announcement, nor has it requested any of the Joint Bookrunners, the Company, or any of their respective Affiliates, or any of their respective Representatives, or any person acting on behalf of any of them to provide it with any such material or information;
5. unless otherwise specifically agreed with the Joint Bookrunners, that it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in, into or within those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
6. that the content of this Announcement is exclusively the responsibility of the Company and that none of the Joint Bookrunners nor any of their respective Affiliates, nor any of their respective Representatives nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any other Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Joint Bookrunners or the Company and none of the Joint Bookrunners or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing and that none of the Joint Bookrunners or any of their respective Affiliates or any of their respective Representatives have made any representations to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof;
7. that it has not relied on any information relating to the Company contained in any research reports prepared by the Joint Bookrunners, any of their respective Affiliates, or any of their respective Representatives or any person acting on the Joint Bookrunners' or any of their respective Affiliates' behalf and understands that (i) none of the Joint Bookrunners or any of their respective Affiliates, nor or any of their respective Representatives, nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Joint Bookrunners, or any of their respective Representatives, or any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of the Joint Bookrunners or any of their respective Affiliates, or any of their respective Representatives nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
8. that 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 liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
9. that it acknowledges that no action has been or will be taken by the Company, the Joint Bookrunners or any person acting on behalf of the Company, the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
10. that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S of the United States Securities Act of 1933, as amended;
(i) that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States of America;
(ii) that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective Affiliates or any of their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
11. that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
12. that it has complied with its obligations under the Criminal Justice Act 1993, MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if 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. If within a reasonable time after a request for verification of identity, the Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Joint Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
13. that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Joint Bookrunners and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
14. if in a member state of the EEA and except as disclosed in this Announcement under "Details of the Placing", that it is an EEA Qualified Investor;
15. if in the United Kingdom, that it is a Relevant Person and it 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 and if in Hong Kong, that it is a "professional investor" (as defined in the Securities and Futures Ordinance (Cap 571 of the laws of Hong Kong) and any rules made thereunder);
16. if in Australia, it is a "wholesale investor" being a sophisticated or experienced investor meeting the criteria in sections 708(8) or (10) of the Corporations Act 2001 (the "Corporations Act") or a "professional investor" (in each case as defined in the Corporations Act) or does not otherwise require disclosure pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Placing Shares without disclosure to investors under Chapter 6D of the Corporations Act;
17. it is not acquiring the Placing Shares for the purposes of selling or transferring them, or granting, issuing or transferring interests in, or options or warrants over, them, within Australia within the period of 12 months after the date of allotment of the issue of the relevant shares except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act;
18. if it is (A) a "permitted client" as defined in section 1.1 of NI 31-103 and (B) an "accredited investor" as defined in section 73.3 of the Securities Act (Ontario) and Section 1.1 of NI 45-106 and is not a person created or used solely to purchase or hold the Placing Shares as an "accredited investor" as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of NI 45-106;
19. if it is in Canada that the distribution of the Placing Shares is being made on a private placement basis only and is exempt from the requirement that the Company prepare and file a prospectus with the applicable Canadian securities regulatory authorities and therefore any resale of Placing Shares in Canada must be made in accordance with applicable Canadian Securities laws which may require resales to be made in accordance with exemptions from the Canadian dealer registration and prospectus requirements and Canadian purchasers are advised to seek legal advice prior to any resale Placing Shares;
20. if it is in Canada it acknowledges (i) a report of trade is required to be filed with the securities regulator or regulatory authority in the province of residence of the Placee containing personal information about the Placee which report of trade will include in respect of the Placee its full legal name, address, telephone number and email address, the number Placing Shares purchased, the total purchase price paid for such Placing Shares, the date of the closing and specific details of the prospectus exemption relied upon under applicable securities laws to complete such purchase (ii) the information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation (iii) such information may become available to the public in accordance with the requirements of applicable securities and freedom of information laws (iv) the information is being collected for the purposes of the administration and enforcement of the securities legislation of the applicable province with respect to questions about the regulator's indirect collection of such information. The Placee hereby authorizes the indirect collection of the information described in this paragraph and consents to the disclosure of such information to the public through the filing of a report of trade with the applicable securities regulatory authority or regulator.
21. that it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof), directly or indirectly, whether in whole or in part, in or into any Restricted Territory or any other jurisdiction in which such distribution, forwarding, transfer or transmission would be unlawful;
22. where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
23. that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
24. if it is acting as a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation or the UK Prospectus Regulation, as the case may be, that 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 a member state of the EEA other than EEA Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners and the Company has been given to the proposed offer or resale;
25. that it has not offered or sold and, prior to the expiry of a period of six months from the later of First Admission and Second Admission, will not offer or sell any Placing Shares to persons in the EEA, except to Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public any member state in the EEA within the meaning of Article 2(d) of the Prospectus Regulation;
26. that it has not offered or sold and, prior to the expiry of a period of six months from the later of First Admission and Second Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of Article 2(d) of the UK Prospectus Regulation;
27. that any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to the later of First Admission and Second Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
28. that any offer of Placing Shares may only be directed at persons in the United Kingdom who are Relevant Persons and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to the later of First Admission and Second Admission except to Relevant Persons or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of the UK Prospectus Regulation;
29. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
30. that it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;
31. if it has received any inside information (as that terms is defined in MAR) about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the MAR, prior to the information being made publicly available;
32. that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Joint Bookrunners, any of their respective Affiliates, or any of their respective Representatives, or any person acting on their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
33. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Bookrunners may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;
34. that it acknowledges and confirms that if it fails to make payment for Placing Shares allocated to it, the Joint Bookrunners may assign their rights and powers under this Appendix against such defaulting Placee to a third party without notice to the relevant Placee;
35. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Joint Bookrunners or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
36. that none of the Joint Bookrunners nor any of their respective Affiliates, nor any of their respective Representatives, nor any person acting on their behalf, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners and that the Joint Bookrunners do not have any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of either of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
37. that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Joint Bookrunners nor the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify each of the Joint Bookrunners, the Company and any of their respective Affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
38. that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreements, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Joint Bookrunners or the Company 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;
39. that each of the Joint Bookrunners, the Company and their respective Affiliates, their respective Representatives and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each of the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Joint Bookrunners and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
40. that it will indemnify on an after-tax basis and hold each of the Joint Bookrunners, the Company and their respective Affiliates and their respective Representatives and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
41. acknowledges that it irrevocably appoints any director of the Joint Bookrunners as its agent for the purposes 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 agreed to be taken up by it under the Placing;
42. that it acknowledges that its commitment to acquire Placing Shares on the terms set out herein 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 Bookrunners' conduct of the Placing;
43. that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in the Company's sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, (v) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk; and (vi) it will not look to the Company, the Joint Bookrunners, any of their respective Affiliates, any of their respective Representatives or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
44. that it acknowledges and agrees that none of the Joint Bookrunners nor the Company owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
45. understands and agrees that it may not rely on any investigation that the Joint Bookrunners or any person acting on its behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and the Joint Bookrunners have not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Joint Bookrunners for the purposes of this Placing;
46. that it acknowledges and agrees that it will not hold either of the Joint Bookrunners nor any of their respective Affiliates, or any of their respective Representatives, nor any person acting on their behalf responsible or liable for any misstatements in, or omissions from, any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group (the "Information") and that none of the Joint Bookrunners or any person acting on behalf of the Joint Bookrunners makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
47. that in connection with the Placing, each of the Joint Bookrunners and any of their respective Affiliates may take up a portion of the shares in the Company and in that capacity may retain, purchase or sell for its or their own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Joint Bookrunners and any of their respective Affiliates acting in such capacity. In addition, certain of the Joint Bookrunners or any of their respective Affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which such Joint Bookrunners or any of their respective Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. None of the Joint Bookrunners or any of their respective Affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
48. that it acknowledges that the Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States or any other Restricted Territory, or in any country or jurisdiction where any action for that purpose is required; and
49. that each of the Joint Bookrunners and their respective Affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its Affiliates for which they would have received customary fees and commissions and that each of the Joint Bookrunners and their respective Affiliates may provide such services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each of the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective Affiliates, and their respective Representatives and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that none of the Joint Bookrunners or the Company owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents or nominees, direct from the Company for the Placing Shares in question. None of the Company or the Joint Bookrunners will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. None of the Joint Bookrunners nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold the Joint Bookrunners, the Company and their respective Affiliates harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that either of the Joint Bookrunners or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Joint Bookrunners are receiving a fee in connection with their role in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with either of the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules, as a consequence, this money will not be segregated from the Joint Bookrunners' money in accordance with the client money rules and will be used by the Joint Bookrunners in the course of its own business, and the Placee will rank only as a general creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to amendment. Any of the Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
If a Placee is a discretionary fund manager, the Placee may be asked to disclose in writing or orally to the Joint Bookrunners the jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
Affiliate | has the meaning given in Rule 50I(b) of Regulation D under the US Securities Act, 1933 or Rule 405 under the US Securities Act, 1933 as applicable and, in the case of the Company, includes its subsidiary undertakings; |
AIM | means the AIM market of the London Stock Exchange |
AIM Rules | means the AIM Rules for Companies published by the London Stock Exchange; |
Announcement | means this announcement (including its Appendices); |
Ashanti | means Ashanti Capital Pty Ltd; |
Company | means Trident Royalties plc; |
Conditional Placing | has the meaning given to it in the main body of this Announcement; |
Conditional Placing Shares | the new Ordinary Shares to be issued pursuant to the Conditional Placing subject to the passing of Resolutions at the General Meeting; |
Consideration Admission | admission of the Consideration Shares to trading on AIM becoming effective in accordance with the AIM Rules; |
Consideration Shares | has the meaning given to it in the main body of this Announcement; |
CREST | means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form; |
EEA | means European Economic Area; |
EEA Qualified Investor | means qualified investors as defined in Article 2(e) of the Prospectus Regulation; |
Euroclear | means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales; |
Exchange Information | has the meaning given to it in this Appendix of this Announcement; |
FCA or Financial Conduct Authority | means the UK Financial Conduct Authority; |
Firm Placing | has the meaning given to it in the main body of this Announcement; |
Firm Placing Shares | the new Ordinary Shares to be issued pursuant to the Firm Placing at First Admission; |
First Admission | admission of the Firm Placing Shares and the Retail Shares to trading on AIM becoming effective in accordance with the AIM Rules;
|
FSMA | means the Financial Services and Markets Act 2000 (as amended, including any regulations made pursuant thereto);
|
General Meeting | the general meeting of the Company to be held on or around 10 January 2022;
|
Group | means the Company and its subsidiary undertakings;
|
Hong Kong | means the Hong Kong Special Administrative Region of the People's Republic of China;
|
Joint Bookrunners | means Tamesis, Stifel and Ashanti;
|
LSE | has the meaning given to it in Appendix 1 of this Announcement;
|
MAR | means the Market Abuse Regulation (EU) No.596/2014 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018;
|
Ordinary Shares | means the ordinary shares of 1 pence each in the capital of the Company;
|
Placee | means any person procured by the Joint Bookrunners (acting as agents for and on behalf of the Company), on the terms and subject to the conditions of the Placing Agreement, to subscribe for the Placing Shares pursuant to the Placing;
|
Placing | has the meaning given to it in the main body of this Announcement;
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Placing Agreement | has the meaning given to it in Appendix 1 to this Announcement;
|
Placing Price | means 36 pence;
|
Placing Shares | together, the Firm Placing Shares and the Conditional Placing Shares to be issued pursuant to the Placing;
|
PrimaryBid | means PrimaryBid Limited;
|
Prospectus Regulation | means the Prospectus Regulation (EU) 2017/1129;
|
Qualified Investors | has the meaning given to it in the main body of this Announcement;
|
Regulatory Information Service | means a primary information provider that has been approved by the FCA to disseminate regulated information;
|
Relevant Persons | means UK Qualified Investors who are (i) persons falling within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within Article 49(2)(a) to (d) (High Net Worth Companies, Unincorporated Associations, etc.) of the Order or (iii) other persons to whom this Announcement may be lawfully communicated;
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Resolutions | the resolutions to be put to shareholders at the General Meeting required to authorise the allotment and issue of the Conditional Placing Shares and to disapply pre-emption rights in respect of those shares;
|
Restricted Territory | means the United States, Australia, New Zealand, the Republic of South Africa, Japan, Hong Kong, Canada or Singapore;
|
Retail Offer | has the meaning given to in the main body of this Announcement;
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Retail Shares | has the meaning given to in the main body of this Announcement;
|
Second Admission | admission of the Conditional Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
|
Stifel | means Stifel Nicolaus Europe Limited;
|
Subsidiary | has the meaning given to that term in the Companies Act 2006;
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Subsidiary Undertaking | has the meaning given to that term in the Companies Act 2006;
|
Target Market Assessment | has the meaning given to it in the main body of this Announcement;
|
Tamesis | means Tamesis Partners LLP;
|
Terms and Conditions | means the terms and conditions of the Placing set out in Appendix 1 to this Announcement;
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Transfer Taxes | means stamp duty or stamp duty reserve tax or any other similar duties or taxes;
|
Uncertificated or in Uncertificated Form | means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST;
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UK Prospectus Regulation | means Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018;
|
UK Qualified Investor | means qualified investors as defined in Article 2(e) of the UK Prospectus Regulation; and
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United Kingdom or UK | means the United Kingdom of Great Britain and Northern Ireland. |
Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the UK. All references to "U.S.$","$" or "dollars" are to the lawful currency of the United States of America.
[1] $14.2 million cash balance as at 31 November 2021, plus Fundraise proceeds and $40 million debt facility, less cash portion of the Acquisition and $10 million in retirement of Tribeca deb facility
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