Successful Fundraise
Summary by AI BETAClose X
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT (THE "ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
28 January 2026
Atalaya Mining Copper, S.A.
("Atalaya" or the "Company")
Successful Fundraise
Atalaya Mining (LSE: ATYM) is pleased to announce that, further to the announcement made on 27 January 2026, it has successfully placed 12,730,000 new ordinary shares in the Company ("Ordinary Shares") with new institutional investors and existing shareholders (the "Placing Shares") at a price of £10.00 per Placing Share (the "Placing Price") raising gross proceeds of £127.3 million.
Concurrently with the Placing, eligible retail investors have subscribed in the offer made by the Company via RetailBook for a total of 270,000 new Ordinary Shares (the "RetailBook Offer Shares" and, together with the Placing Shares, the "Offer Shares") at the Placing Price (the "Retail Offer" and, together with the Placing, the "Fundraise") raising gross proceeds of £2.7 million.
Mike Amitage, a non-executive director of the Company, subscribed for 4,000 new Ordinary Shares as part of the Retail Offer. Following Admission, Mr Armitage will hold 4,695 Ordinary Shares.
In total, 13,000,000 Offer Shares have been subscribed for at the Placing Price raising gross proceeds of £130 million (equivalent to approximately €150 million). The Offer Shares represent, in aggregate, approximately 9.2% of the Company's issued Ordinary Share capital prior to the Fundraise.
Both the Placing and the Retail Offer were significantly oversubscribed, receiving strong support from existing and new investors, allowing the Company to broaden its institutional following and market support.
Alberto Lavandeira, CEO, commented:
"We are pleased to announce the successful closing of this capital raise. This represents a significant milestone for Atalaya and will enable us to accelerate our growth projects in Spain, while further strengthening our balance sheet and enhancing our financial flexibility for the development of Touro.
The successful completion of this raise reflects the confidence our investors have in our strategy, our team, and the long‑term value embedded within our portfolio. We would like to express our sincere appreciation to both new and existing shareholders for their continued support as we advance our projects in the Riotinto District and position Atalaya to capitalise on positive copper market fundamentals."
BMO Capital Markets Limited, Canaccord Genuity Limited and Peel Hunt LLP acted as joint global co-ordinators and joint bookrunners in connection with the Placing. Banco Santander, S.A. acted as joint bookrunner in connection with the Placing.
Admission and Total Voting Rights
Application will be made for the Offer Shares to be admitted to trading on the main market for listed securities of London Stock Exchange plc ("London Stock Exchange") ("Admission"). It is anticipated that Admission will become effective, and that dealings in the Offer Shares will commence, at 8.00 a.m. (London time) on 2 February 2026.
The Offer Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing issued Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid.
Immediately following Admission, and in accordance with FCA Disclosure Guidance and Transparency Rule 5.6.1, the Company's total issued share capital will comprise 153,759,043 Ordinary Shares. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Capitalised terms not otherwise defined in the text of this Announcement have the meanings given in the Company's announcement of 27 January 2026.
This Announcement contains information which, prior to its publication constituted inside information for the purposes of Article 7 of the UK Market Abuse Regulation.
Contacts:
|
SEC Newgate UK |
Clotilde Gros / George Esmond / Gwen Samuel |
+44 20 3757 6882 |
|
Atalaya Mining |
Michael Rechsteiner |
+34 959 59 28 50 |
|
Peel Hunt LLP Joint Broker, Joint Global Co-ordinator, Joint Bookrunner |
Ross Allister / David McKeown / Emily Bhasin (Investment Banking)
Sohail Akbar / Nicolas Wilks / Ambika Bose (ECM) |
+44 20 7148 8900 |
|
Canaccord Genuity Joint Broker, Joint Global Co-ordinator, Joint Bookrunner |
James Asensio / Rory Blundell / George Grainger
Sam Lucas / Darren Furby (ECM) |
+44 20 7523 8000 |
|
BMO Capital Markets Joint Broker, Joint Global Co-ordinator, Joint Bookrunner |
Tom Rider / Andrew Cameron |
+44 20 7236 1010 |
|
Banco Santander Joint Bookrunner |
Javier Mata / Mikel Palacios |
+34 646 10 79 38 |
About Atalaya Mining Copper, S.A.
Atalaya is a European copper producer that owns and operates the Proyecto Riotinto complex in southwest Spain. Atalaya's shares trade on the London Stock Exchange's Main Market under the symbol "ATYM" and Atalaya is a FTSE 250 Index constituent.
Atalaya's operations include the Cerro Colorado open pit mine and a modern 15 Mtpa processing plant, which has the potential to become a central processing hub for ore sourced from its wholly owned regional projects around Riotinto, such as Proyecto Masa Valverde and Proyecto Riotinto East. In addition, Atalaya has a phased earn-in agreement for up to 80% ownership of Cobre San Rafael S.L., which fully owns the Proyecto Touro brownfield copper project in the northwest of Spain, as well as a 99.9% interest in Proyecto Ossa Morena. For further information, please visit www.atalayamining.com
The Company's LEI is 549300QNQPXVRXGXOX56.
Pre-Emption Group Reporting
The Fundraise is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).
|
Name of issuer |
Atalaya Mining Copper, S.A. |
|
Transaction details |
In aggregate, the Fundraise of 13,000,000 Ordinary Shares represents approximately 9.2% per cent. of the Company's issued ordinary share capital. Settlement for the Offer Shares and Admission are expected to take place on or before 8.00 a.m. on 2 February 2026. |
|
Use of proceeds |
Proceeds from the Fundraise will allow Atalaya to accelerate the development of its copper growth projects in Spain in order to capitalise on strong copper market fundamentals. The Fundraise will also provide the Company with financial flexibility to optimise the ultimate funding package for Proyecto Touro all while continuing to advance its growth pipeline in the Riotinto District in parallel. |
|
Quantum of proceeds |
In aggregate, the Fundraise raised gross proceeds of £130 million (equivalent to approximately €150 million) and net proceeds of approximately £124 million (equivalent to approximately €142 million). |
|
Discount |
The Placing Price of £10.00 represents a discount of 6.9% to the closing price on 27 January 2026, which was £10.74. |
|
Allocations |
Soft pre-emption has been adhered to in the allocations process. The Company was involved in the allocations process, which has been carried out in compliance with all applicable MiFID II allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata, and wall-crossed accounts. |
|
Consultation |
Prior to launch of the Placing, the Joint Global Co-ordinators undertook a market sounding process, including with major shareholders, to the extent reasonably practicable and permitted by law. |
|
Retail investors |
The Fundraise included the Retail Offer, for a total of 270,000 RetailBook Offer Shares, via RetailBook. Eligible retail investors in the UK who participated in the Retail Offer were able to do so at the same Placing Price as the institutional investors participating in the Placing. In accordance with soft pre-emption principles, Retail Offer allocations were prioritised for existing shareholders to ensure they receive at least their pro-rata entitlement. |
PDMR Notification
Notification and public disclosure of transactions of persons discharging managerial responsibilities and persons closely associated with them:
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|
|
a) |
Name |
Mike Armitage |
|
2 |
Reason for the notification |
|
|
a) |
Position/status |
Non-executive Director |
|
b) |
Initial notification/Amendment |
Initial notification |
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
Atalaya Mining Copper, S.A. |
|
b) |
LEI |
549300QNQPXVRXGXOX56 |
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
|
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary Shares of €0.09 each nominal value CY0106002112 |
|
b) |
Nature of the transaction |
Subscription of Ordinary Shares |
|
c) |
Price(s) and volume(s)
|
Price: £10.00 Volume: 4,000 shares |
|
d) |
Aggregated information |
n/a |
|
e) |
Date of the transaction |
28/01/2026 |
|
f) |
Place of the transaction |
Off Market |
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, the Republic of South Africa, Hong Kong or any other jurisdiction in which the same would be unlawful or to any person to whom it is unlawful to make such offer or solicitation. No public offering of the Placing Shares is being made in any such jurisdiction.
No action has been taken by the Company, BMO Capital Markets Limited ("BMO"), Canaccord Genuity Limited ("Canaccord"), Peel Hunt LLP ("Peel Hunt") or Banco Santander, S.A. ("Santander" and, together with BMO, Canaccord and Peel Hunt, the "Banks") or any of their respective Affiliates or any of its or their respective directors, officers, partners, employees, agents or advisers (collectively "Representatives") or any person acting on behalf of any of them that would, or is intended to, permit an offer of the Placing Shares or result in the possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or the Public Offers and Admissions to Trading Regulations 2024 (the "POATR")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, transferred or delivered, directly or indirectly, within, into or in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or any other jurisdiction of the United States. The Placing Shares are being offered and sold (i) outside of the United States in "offshore transactions" as defined in, and pursuant to, Regulation S under the Securities Act ("Regulation S"); and (ii) in the United States only to persons reasonably believed to be "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("QIBs") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities will be made in the United States or elsewhere.
The Placing has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
This Announcement has not been approved by the Financial Conduct Authority (the "FCA") or the London Stock Exchange.
Members of the public are not eligible to take part in the Placing. This 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"), "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); and (b) if in the United Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule 1 of the POATR who are also (i) persons having 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"); (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons").
This Announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; or (ii) the United Kingdom, by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is only available to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will only be engaged in with such persons.
No prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC") in relation to the Placing. This Announcement does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 of the Commonwealth of Australia ("Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act. Any offer in Australia of the Placing Shares may only be made to persons who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise 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 ("Exempt Investors"). The Placing Shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the Placing, 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.
In Singapore, the Placing Shares are being offered only to (a) institutional investors as defined under Section 274 of the Securities and Futures Act, 2001 of Singapore (the "SFA"), as modified or amended from time to time, including by any subsidiary legislation as may be applicable at the relevant time and (b) relevant persons pursuant to Section 275(1) of the SFA, or persons pursuant to Section 275(1A), and in accordance with the conditions specified in Sections 275 and 276 of the SFA.
Any distribution of the Placing Shares in Canada would be made on a private placement basis pursuant to an exemption from the requirement that the Company prepare and file a prospectus with the relevant Canadian regulatory authorities. Accordingly, Accordingly, the Placing Shares may only be offered, sold, resold or delivered, directly or indirectly, in or into a jurisdiction of Canada to an investor that is (a) a "permitted client" as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and (b) an "accredited investor" within the meaning of National Instrument 45-106 Prospectus Exemptions or Section 73.3 of the Securities Act (Ontario).
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa, Hong Kong or any other jurisdiction in which such activities would be unlawful.
The securities referred to herein have not been authorised by the Hong Kong Securities and Futures Commission. This Announcement has not been reviewed or approved by any regulatory authority in Hong Kong. This Announcement does not constitute an offer or invitation to the public in Hong Kong to acquire the Placing Shares. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purposes of issue, this Announcement or any advertisement, invitation or document relating to the Placing Shares, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to the Placing Shares that are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" (as such term is defined in the Securities and Futures Ordinance of Hong Kong (Cap. 571, Laws of Hong Kong) and the subsidiary legislation made thereunder).
The offer of the Placing Shares is personal to the person to whom this Announcement has been delivered by or on behalf of the Company, and a subscription for the Placing Shares will only be accepted from such person. No person to whom a copy of this Announcement is issued may circulate or distribute this Announcement in Hong Kong or make or give a copy of this Announcement to any other person.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the results, financial condition, performance, developments or achievements of the Company and its subsidiaries. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "may", "will", "would", "could", "considered", "likely", "estimate", "outlook" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts are inherently predictive, speculative and involve risks and uncertainties and assumptions that could cause actual results, financial condition, performance, developments or achievements to differ materially from those expressed or implied by these forward-looking statements and forecasts. Many of these risks, uncertainties and assumptions relate to factors that are beyond the Company's ability to control, predict or estimate precisely, such as the receipt of relevant regulatory approvals or permits. No representation or warranty is made, and no responsibility or liability is accepted, as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. Each of the Company, the Banks, their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.
Each of BMO Capital Markets Limited, Canaccord Genuity Limited and Peel Hunt LLP are authorised and regulated in the United Kingdom by the FCA. Banco Santander, S.A. is authorised by the Bank of Spain and subject to limited regulation in the United Kingdom by the PRA and the FCA. Each Bank is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters referred to in this Announcement. No Bank will regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Bank, any of its Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them as to, or in relation to, the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any Bank or any of its Affiliates in connection with the Company, the Placing Shares or the Placing, and any responsibility or liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by any Bank, any of its Affiliates or any of its or their respective Representatives as to the accuracy, completeness or sufficiency of the information contained in this Announcement.
In connection with the Placing, each Bank and any of its Affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, any Bank and any of its Affiliates acting in such capacity. In addition, any Bank and any of its Affiliates may enter into financing arrangements (including swaps) with investors in connection with which that /Bank and any of its Affiliates may from time to time acquire, hold or dispose of shares. No Bank intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act, 2000, as amended, does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) (i) EU Directive 2014/65/EU on markets in financial instruments, as amended, ("MiFID II"); (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing measures (together, the "MiFID II Product Governance Requirements"); and (b) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and, together with the MiFID II Product Governance Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or the FCA Handbook Conduct of Business Sourcebook ("COBS") (as applicable); and (b) eligible for distribution through all distribution channels as are permitted distribution by MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook (as applicable) (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (for the purposes of the Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks 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 MiFID II or the 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.
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