Proposed Placing & Signing of Debt Facility
Summary by AI BETAClose X
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX I WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING. DEFINITIONS OF CAPITALISED TERMS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPENDIX II.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
11 November 2026
Coro Energy Plc
("Coro" or the "Company")
Proposed Placing
Signing of US$10 million Senior Debt Facility with US$10 million Accordion
Coro Energy Plc, the South East Asian renewable energy developer, announces that it has entered into a definitive financing agreement with Mirova, an affiliate of Natixis Investment Managers, for a senior secured debt facility of up to US$20 million (the “Facility”). The Company is also proposing to raise gross proceeds of a minimum of £750,000 by way of a placing with existing and new institutional investors.
Placing
The Company is proposing to raise gross proceeds of a minimum of £750,000 by way of a placing of new ordinary shares ("Placing Shares") at a price of 3 pence per share (the "Issue Price") (the “Placing”). Investors in the Placing will receive one warrant (“Investor Warrant”) for every one Placing Share subscribed for, exercisable at 4.5 pence per share (a premium of 50% to the Issue Price) and subject to the terms of the warrant deed constituting the Investor Warrants (the “Warrant Deed”), as described under “Investor Warrants” below. The Placing will take place by an accelerated bookbuild (the "Bookbuild") of the Company's shares by Tennyson Securities Ltd ("Tennyson"). The Placing is conditional, inter alia, on admission of the Placing Shares to trading on AIM, a market operated by London Stock Exchange plc (“AIM”).
The Placing will open immediately following the release of this announcement and will close at 7:30 a.m. on 12 November 2026. Institutional investors should contact Tennyson to take part. The result of the Placing is expected to be announced by the Company on 12 November 2026.
The final number and allocation of the Placing Shares will be determined by Tennyson in consultation with the Company and the result of the Placing will be announced as soon as practical after the closing of the Bookbuild.
The terms and conditions of the Placing are set out in Appendix I at the end of this Announcement.
The net proceeds from the Placing of a minimum of £700,000 will, if completed, provide the Company with capital to accelerate its growth in the Vietnamese C&I rooftop solar market.
Placing conditions and Admission
The Placing is conditional, inter alia, on:
· the resolutions (to grant the relevant shareholder authorities to allot the Placing Shares, to grant the Investor Warrants and to allot new ordinary shares on their exercise) (the “Resolutions”) being proposed at a General Meeting of shareholders of the Company to be held at 10:00 a.m. on or about 4 December 2026 (the “General Meeting”) being duly passed; and
· admission of the Placing Shares to trading on AIM (“Admission”).
It is anticipated that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8:00 a.m. on or about 7 December 2026.
Please note that if the conditions set out above are not met the Placing will not proceed and no Investor Warrants will be granted.
Investor Warrants
As part of the Placing, and subject to the passing of the Resolutions at the General Meeting, each Placee will be granted one Investor Warrant for every one Placing Share for which it subscribes. The principal terms of the Investor Warrants are expected to be as follows:
- each Investor Warrant will entitle its holder to subscribe for one new ordinary share in the Company (a “Warrant Share”) at an exercise price of 4.5 pence per Warrant Share, representing a premium of 50% to the Issue Price;
- the Investor Warrants will be exercisable at any time from Admission until 31 December 2027;
- the Investor Warrants will be constituted by, and subject to the terms of, the Warrant Deed, and the Warrant Shares, when issued and fully paid, will rank pari passu in all respects with the Company’s existing ordinary shares;
- the Investor Warrants will be unlisted and no application will be made for the Investor Warrants to be admitted to trading on AIM or any other stock exchange; and
- the grant of the Investor Warrants is conditional on the passing of the Resolutions at the General Meeting and on Admission.
Details of the number of Placing Shares and Investor Warrants to be issued will be announced following the close of the Bookbuild. Further details of the Investor Warrants will be set out in the Circular.
General Meeting
The General Meeting will be held at 10:00 a.m. on or about 4 December 2026. The Company expects to publish, on or about 13 November 2026, a shareholder circular (the “Circular”) to convene the General Meeting, which will be made available on the Company's website at www.coroenergyplc.com, and a further announcement will be made in due course. It is expected that the Resolutions will authorise the Directors to allot the Placing Shares, to grant the Investor Warrants and allot new ordinary shares on their exercise, and to disapply statutory pre-emption rights in respect of those allotments.
The Placing Shares will represent a minimum of 19% of the enlarged issued ordinary share capital following Admission.
Directors' participation
One of the Directors, Tom Richardson, has agreed that he will subscribe for 833,334 Placing Shares pursuant to the Placing on the same terms as the other Placees.
Signing of US$10 million Senior Debt Facility with US$10 million Accordion
The Company is pleased to announce that it has entered into a definitive financing agreement with Mirova, part of Natixis Investment Managers, for a senior secured debt facility of up to US$20 million (the “Facility”).
The Facility comprises an initial committed tranche of US$10 million together with an additional uncommitted accordion tranche of up to US$10 million, subject to further approvals.
The signing represents a significant milestone for Coro, establishing a long-term institutional financing platform to support the continued expansion of its commercial and industrial (“C&I”) rooftop solar portfolio in Vietnam, together with the potential deployment of battery energy storage systems (“BESS”).
The Facility will finance up to 70% of eligible project capital expenditure, enabling Coro to accelerate the development and deployment of projects with existing and new C&I customers across Vietnam.
The principal terms of the Facility are as follows:
|
Lender |
An investment vehicle managed by Mirova, an affiliate of Natixis Investment Managers |
|
Borrower |
Coro Renewables Vietnam with a guarantee from Coro Energy Plc |
|
Facility |
US$10 million committed senior secured term loan, with an additional uncommitted accordion of up to US$10 million on equivalent terms, subject to further approvals |
|
Tenor |
Eight years |
|
Use of proceeds |
Financing of up to 70% of capital expenditure for eligible C&I rooftop solar projects in Vietnam, including the existing Mobile World Group portfolio, with potential future BESS financing subject to the initial BESS rollout |
|
Availability period |
21 months from signing |
|
Repayment |
Quarterly amortisation sculpted to project cash flows |
|
Interest |
Fixed interest rate of 9.5% per annum in US dollars payable quarterly |
Drawdowns under the Facility will be subject to satisfaction of the applicable conditions precedent.
The Facility provides Coro with a committed source of long-term capital to support the expansion of its Vietnamese operating portfolio with the potential to increase available debt funding to US$20 million through the accordion mechanism.
Tom Richardson, Chairman of Coro, commented:
“We are delighted to have concluded this financing agreement with Mirova which marks a significant milestone in the development of Coro’s business in Vietnam.
The signing follows an extensive period of engagement and represents an important endorsement of our operating platform, our development pipeline and the opportunity to scale distributed renewable energy infrastructure in Vietnam.
The Facility provides a committed source of long-term institutional capital on terms that we believe are well suited to our business model and will enable us to finance a substantial proportion of project capital expenditure while preserving flexibility as we expand. Today’s Placing also ensures we have additional balance sheet strength and flexibility as we look to progress our plans.
We are grateful to the Mirova team for their continued support and look forward to working together as we move into the next phase of deployment and growth.”
Rim Azirar, Deputy Head Investments Emerging Markets Energy Transition, Mirova commented:
“We’re pleased to partner with Coro as it enters its next phase of growth in Vietnam. This investment reflects our ambition to back scalable business models that can accelerate the energy transition while responding to the growing demand from businesses for competitive, lower-carbon energy solutions.”
Definitions of capitalised terms used in this Announcement are set out in Appendix II.
- ENDS -
For further information please contact:
|
Coro Energy Plc |
Via Vigo Consulting Ltd |
|
Cavendish Capital Markets Limited (Nominated Adviser) Adrian Hadden Ben Jeynes |
Tel: +44 (0)20 7220 0500 |
|
Tennyson Securities Ltd (Nominated Broker) Peter Krens |
Tel: +44 (0)20 4530 9239 |
|
Vigo Consulting (IR/PR Advisor) Patrick d'Ancona |
Tel: +44 (0)20 7390 0230 |
Important Notices
Notice to Distributors
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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK 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 Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares and the Investor Warrants have been subject to a product approval process, which has determined that they are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK 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 and the Investor Warrants offer no guaranteed income and no capital protection; and an investment in the Placing Shares and the Investor Warrants is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, notwithstanding the UK Target Market Assessment, Tennyson will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of 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 or the Investor Warrants. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and the Investor Warrants and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares and the Investor Warrants have been subject to a product approval process, which has determined that they are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). The Placing Shares and the Investor Warrants are not appropriate for a target market of investors whose objectives include no capital loss. Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares and the Investor Warrants offer no guaranteed income and no capital protection; and an investment in the Placing Shares and the Investor Warrants is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, notwithstanding the EU Target Market Assessment, Tennyson will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares or the Investor Warrants. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and the Investor Warrants and determining appropriate distribution channels.
Forward Looking Statements
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' beliefs or current expectations, including in relation to the Placing, the Investor Warrants, the General Meeting, Admission and the Facility. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
Notice to Overseas Persons
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares or warrants in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it, form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Canada, Australia, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares or warrants in the capital of the Company in the United States of America, Canada, Australia, Japan, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.
General
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) or any previous announcement made by the Company is incorporated into, or forms part of, this Announcement. This Announcement has been issued by, and is the sole responsibility of, the Company.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser to the Company. Cavendish will not be responsible to any person other than the Company for providing the protections afforded to clients of Cavendish or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Cavendish has not authorised the contents of, or any part of, this Announcement, no representation or warranty, express or implied, is made by Cavendish in respect of such contents, and no liability whatsoever is accepted by Cavendish for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Cavendish for its own fraud. Cavendish'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.
Tennyson Securities Ltd ("Tennyson"), which is authorised and regulated by the FCA in the United Kingdom, is acting as broker to the Company in connection with the Placing. Tennyson will not be responsible to any person other than the Company for providing the protections afforded to clients of Tennyson or for providing advice to any other person in connection with the Placing or any acquisition of shares or warrants in the Company. Tennyson is not making any representation or warranty, express or implied, as to the contents of this Announcement. Tennyson has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Tennyson for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Tennyson for its own fraud.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The new ordinary shares will not be admitted to trading on any stock exchange other than AIM.
Appendix I to this Announcement sets out the terms and conditions of the Placing. By participating in the Bookbuild, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and/or written legally binding offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement (including Appendix I) in its entirety, to be making or accepting such offer on the terms and subject to the conditions of the Placing set out in this Announcement and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in Appendix I. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ("TERMS AND CONDITIONS") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN THE UNITED KINGDOM, PERSONS WHO (A) FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (2) IF IN MEMBER STATES OF THE EEA, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; OR (3) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN CORO ENERGY PLC.
THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE PLACING SHARES, THE INVESTOR WARRANTS AND THE WARRANT SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THE PLACING SHARES AND THE INVESTOR WARRANTS ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES OR THE INVESTOR WARRANTS IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of the Terms and Conditions and/or the Placing and/or the issue of the Placing Shares and the Investor Warrants in certain jurisdictions may be restricted by law. No action has been taken by the Company, Tennyson or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or the Investor Warrants, or possession or distribution of the Terms and Conditions or any other offering or publicity material relating to the Placing Shares or the Investor Warrants, in any jurisdiction where action for that purpose is required. Persons into whose possession these Terms and Conditions come are required by the Company and Tennyson to inform themselves about and to observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares or the Investor Warrants is being made in any such jurisdiction. In the United Kingdom, the Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.
The Placing Shares and the Investor Warrants have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of these Terms and Conditions or the Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance, and the relevant clearances have not been, and will not be, obtained from the South African Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares or the Investor Warrants. Accordingly, the Placing Shares and the Investor Warrants 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom in which such offer, sale, re-sale or delivery would be unlawful.
Each Placee should consult with its advisers as to legal, tax, business and related aspects of an investment in the Placing Shares and the Investor Warrants. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation to forward a copy of the Terms and Conditions (or any part of them) should seek appropriate advice before taking any action. The Terms and Conditions should be read in their entirety.
By participating in the Placing (such participation to be confirmed in and evidenced by either (i) a recorded telephone conversation or (ii) email correspondence, in either case between representatives of Tennyson to whom the Placee's commitment is given and the relevant Placee), each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions, and to be irrevocably offering to participate and acquire Placing Shares (and to be granted the associated Investor Warrants) on these Terms and Conditions. Such offer shall be deemed to be accepted, and a Placee shall become bound to acquire Placing Shares, when Tennyson confirms to such Placee its allocation of Placing Shares. Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Issue Price.
Each Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and Tennyson that:
- it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares and Investor Warrants that are allocated to it for the purposes of its business;
- it is acquiring the Placing Shares and Investor Warrants for its own account or is acquiring them for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
- it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agrees to comply with the resale and transfer restrictions set out in these Terms and Conditions; and
- except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 2 above) is outside the United States acquiring the Placing Shares and Investor Warrants in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.
No prospectus
The Placing Shares and the Investor Warrants are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. The Placing is being made in reliance on exemptions from the prohibition on public offers of securities in the Public Offers and Admissions to Trading Regulations 2024 (the "POATRs"). No prospectus or other offering document has been or will be submitted to be approved by (i) the Financial Conduct Authority ("FCA") or (ii) any competent authority of any Relevant Member State, in relation to the Placing, the Placing Shares or the Investor Warrants and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of these Terms and Conditions (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.
Each Placee, by participating in the Placing, agrees that the content of the Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Tennyson or the Company or any other person and neither Tennyson, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in the Announcement or these Terms and Conditions to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Bookbuild
Following the release of this Announcement, Tennyson will commence an accelerated bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. The books will open with immediate effect following release of this Announcement. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participating in, the Placing. Tennyson and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.
Details of the Placing Agreement, the Placing Shares and the Investor Warrants
Tennyson has entered into a placing agreement with the Company (the "Placing Agreement") under which, on the terms and subject to the conditions set out in the Placing Agreement, Tennyson, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.
The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
For every Placing Share subscribed for, the Placee will also be granted one Investor Warrant. Each Investor Warrant will entitle the holder to subscribe for one Warrant Share at a price of 4.5 pence per Warrant Share at any time from Admission until 31 December 2027. The Investor Warrants will be constituted by the Warrant Deed and will be unlisted, and no application will be made for the Investor Warrants to be admitted to trading on AIM or any other stock exchange. The grant of the Investor Warrants is conditional on the passing of the Resolutions at the General Meeting and on Admission. Warrant Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares.
The final number of Placing Shares and Investor Warrants and their allocation will be determined by Tennyson in consultation with the Company at the close of the Bookbuild. Details of the number of Placing Shares and Investor Warrants will be announced as soon as practicable after the close of the Bookbuild.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that Admission will take place at 8:00 a.m. on or about 7 December 2026 and that dealings in the Placing Shares on AIM will commence at the same time. No application will be made for the Investor Warrants to be admitted to trading on AIM or any other stock exchange.
Principal terms of the Placing
- Tennyson is acting as broker and bookrunner pursuant to the Placing, as agent for and on behalf of the Company.
- Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited by Tennyson to participate. Tennyson and any of its affiliates are entitled to participate in the Placing as principal.
- The Bookbuild, if successful, will establish the number of Placing Shares (and associated Investor Warrants) which will be included in the Placing. The number of Placing Shares and the aggregate proceeds to be raised through the Placing will be agreed between Tennyson and the Company following completion of the Bookbuild.
- To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Tennyson. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Issue Price. Each Placing Share carries one Investor Warrant. Bids in the Bookbuild may be scaled down by Tennyson on the basis referred to in paragraph 8 below.
- The Bookbuild is expected to close no later than 7:30 a.m. on 12 November 2026, but may be closed earlier or later, at the absolute discretion of Tennyson. Tennyson may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
- Each Placee's allocation will be confirmed to Placees orally, or in writing (which can include email), by Tennyson and a trade confirmation or contract note will be dispatched as soon as possible thereafter, following the close of the Bookbuild. Tennyson's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that Placee, in favour of Tennyson and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Issue Price and otherwise on these Terms and Conditions. Except with the consent of Tennyson, such commitment will not be capable of variation or revocation.
- The Issue Price is fixed at 3 pence per Placing Share and is payable to Tennyson (as agent for the Company) by all Placees.
- Each Placee's allocation and whether such Placee participates in the Placing will be determined by Tennyson in its discretion following consultation with the Company and will be confirmed by Tennyson. Subject to paragraphs 3 and 4 above, Tennyson may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine or be directed. Tennyson reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Tennyson also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Tennyson.
- A bid in the Bookbuild 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 Tennyson's and the Company's consent, will not be capable of variation or revocation after the time at which it is submitted.
- Any Placees who are existing shareholders of the Company undertake that they shall vote in favour of each of the Resolutions proposed at the General Meeting in respect of all Ordinary Shares held by them.
- Except as required by law or regulation, no press release or other announcement will be made by Tennyson or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
- Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, in each case on the basis explained below under "Registration and settlement".
- All obligations under the Bookbuild and the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
- By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
- To the fullest extent permissible by law and applicable FCA rules, none of: (a) Tennyson; (b) any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor (c) to the extent not contained within (a) or (b), any person connected with Tennyson as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Tennyson), shall have any liability (including, to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Tennyson nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Tennyson's conduct of the Bookbuild or of such alternative method of effecting the Placing as Tennyson and the Company may agree.
Registration and settlement
By participating in the Placing, each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Tennyson in accordance with either the standing CREST or certificated settlement instructions which they have in place with Tennyson. Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by Tennyson and is expected to occur on the date of Admission.
However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Tennyson may agree that the Placing Shares (or any of them) should be issued in certificated form. Tennyson reserves the right to require settlement for any of the Placing Shares, and to deliver any of the Placing Shares to any Placees, by such other means as it deems necessary if delivery or settlement to any Placee is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by Tennyson. Each Placee is deemed to agree that if it does not comply with these obligations, Tennyson may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for Tennyson's own 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 Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of Tennyson under the Placing Agreement are, and the Placing of the Placing Shares (and the grant of the Investor Warrants) is, conditional upon, inter alia:
- the warranties in the Placing Agreement being true and accurate and not misleading;
- the Resolutions having been passed without amendment by the required majority at the General Meeting; and
- Admission having occurred not later than 8.00 a.m. on 7 December 2026 or such later date as the Company and Tennyson may agree, but in any event not later than 8.00 a.m. on the Long Stop Date.
Once Admission has occurred, no party to the Placing Agreement shall be able to terminate any part of the Placing Agreement which relates to Admission and/or the placing, allotment or issue of the Placing Shares. All conditions to the obligations of Tennyson included in the Placing Agreement are together referred to in these Terms and Conditions as the "conditions".
If any of the conditions are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Tennyson may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing (or such part of it as may then remain to be completed) will lapse, no Investor Warrants will be granted, and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof. By participating in the Bookbuild, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.
Tennyson may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of certain conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions (including the condition relating to Admission referred to above) may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions. Tennyson may terminate the Placing Agreement in certain circumstances, details of which are set out below. Neither Tennyson nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing (or any part thereof) nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally (or any part thereof) and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Tennyson.
Termination of the Placing
Tennyson may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:
- the Company fails in any material respect to comply with any of its obligations under the Placing Agreement or it commits a breach of the rules and regulations of the FCA and/or London Stock Exchange and/or the AIM Rules, FSMA, UK MAR or any other applicable law; or
- it comes to the notice of Tennyson that any statement contained in the Placing Documents was untrue, incorrect or misleading at the date of such document in any respect which is considered to be material; or
- it comes to the notice of Tennyson that any statement contained in any of the Placing Documents has become untrue, incorrect or misleading or any matter has arisen which would, if the Placing were made at that time, constitute an omission therefrom; or
- it comes to the notice of Tennyson that any of the warranties given by the Company in the Placing Agreement was not at the date of the agreement true and accurate in any respect which is considered to be material, or any such warranty has ceased to be true and accurate by reference to the circumstances prevailing from time to time; or
- it comes to the notice of Tennyson that a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company in the Placing Agreement; or
- in the opinion of Tennyson there shall have occurred any material adverse change (whether or not foreseeable at the date of the Placing Agreement).
Tennyson may also, after having to the extent practicable in the circumstances consulted with the Company, give notice in writing to the Company prior to Admission to rescind the Placing Agreement in certain circumstances, including where there is a general moratorium on commercial banking activities in London or the outbreak or escalation of hostilities involving the United Kingdom. If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in these Terms and Conditions shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
By participating in the Bookbuild, each Placee agrees with the Company and Tennyson that the exercise by the Company or Tennyson of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Tennyson or for agreement between the Company and Tennyson and that neither the Company nor Tennyson need make any reference to such Placee and that none of the Company, Tennyson nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. By agreeing with Tennyson as agent of the Company to subscribe for Placing Shares under the Placing, a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and Tennyson, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that its rights and obligations in respect of the Placing (or any part of it) will terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it in any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and agrees (for itself and for any such prospective Placee) that (save where Tennyson expressly agrees in writing to the contrary):
- it has read and understood these Terms and Conditions in their entirety and its acquisition of the Placing Shares and the Investor Warrants is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares, the Investor Warrants or otherwise, other than the information contained in the Announcement and the Publicly Available Information;
- it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document is required under any applicable law or has been or will be prepared in connection with the Placing;
- the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and UK MAR, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and it is able to obtain or access such information, or comparable information concerning any other publicly traded company, without undue difficulty;
- it has made its own assessment of the Placing Shares, the Investor Warrants and the terms of the Placing and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing, and neither Tennyson nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares, the Investor Warrants or the Company other than the information in the Announcement and these Terms and Conditions or the Publicly Available Information, nor has it requested any such information; and it has not relied on any investigation that Tennyson or any person acting on its behalf may have conducted with respect to the Company, the Placing, the Placing Shares or the Investor Warrants;
- the content of the Announcement and the other Publicly Available Information, as well as any information made available (in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information"), has been prepared by and is exclusively the responsibility of the Company, and neither Tennyson nor any person acting on its behalf nor any of its affiliates is responsible for or has or shall have any liability for any such Information, nor will they be liable for any Placee's decision to participate in the Placing based on any Information or any representation, warranty or statement contained therein or otherwise; nothing in these Terms and Conditions shall exclude the liability of any person for fraudulent misrepresentation;
- neither Tennyson nor any of its affiliates has made any representation or warranty to it, express or implied, with respect to the Company, the Placing, the Placing Shares or the Investor Warrants or the accuracy, completeness or adequacy of any documentation issued by the Company in connection with the Placing or the Publicly Available Information, and it has conducted its own investigation of the Company, the Placing, the Placing Shares and the Investor Warrants, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
- it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with these Terms and Conditions by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as Tennyson determines;
- it and/or each person on whose behalf it is participating: (a) is entitled to acquire Placing Shares and Investor Warrants pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (b) has fully observed such laws and regulations; (c) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and Investor Warrants and will honour such obligations; and (d) has obtained all necessary consents and authorities (including, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in these Terms and Conditions) and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
- in the case of any Placing Shares and Investor Warrants acquired by it as a financial intermediary, they have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than qualified investors (as defined in the POATRs) or persons in any Relevant Member State other than qualified investors (as defined in the EU Prospectus Regulation), or in circumstances in which the prior consent of Tennyson has not been given to the offer or resale;
- it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares and Investor Warrants are acquired will not be, a resident of, or have an address in, or be subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares and the Investor Warrants have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
- it and the beneficial owner of the Placing Shares and Investor Warrants is, and at the time they are acquired will be, outside the United States and acquiring them in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act; it understands that the Placing Shares, the Investor Warrants and the Warrant Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States, and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of them;
- it (and any account for which it is purchasing) is not acquiring the Placing Shares or the Investor Warrants with a view to any offer, sale or distribution thereof within the meaning of the Securities Act, and is not taking them up as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);
- it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of them, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
- neither Tennyson, nor its affiliates, nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing, and participation in the Placing is on the basis that it is not and will not be a client of Tennyson and that Tennyson has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
- it will make payment to Tennyson for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by the specified time (being the date of Admission), failing which the relevant Placing Shares may be placed with others on such terms as Tennyson determines in its absolute discretion without liability to the Placee, and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares on its behalf;
- its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and Tennyson may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
- no action has been or will be taken by any of the Company, Tennyson or any person acting on behalf of the Company or Tennyson that would, or is intended to, permit a public offer of the Placing Shares or the Investor Warrants in the United States or in any country or jurisdiction where any such action for that purpose is required;
- the person who it specifies for registration as holder of the Placing Shares and Investor Warrants will be the Placee or a nominee of the Placee, as the case may be; neither Tennyson nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of the Placing Shares, and each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and Tennyson in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of Tennyson who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
- the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares and Investor Warrants will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services), and it, or the person specified by it for registration as holder, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares or Investor Warrants would give rise to such a liability;
- it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
- as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company, save as previously disclosed to Tennyson;
- if it is within the United Kingdom, it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares and Investor Warrants that are allocated to it for the purposes of its business only;
- it has not offered or sold and will not offer or sell any Placing Shares or Investor Warrants to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer of securities to the public in the United Kingdom in contravention of the POATRs;
- 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 Placing Shares or Investor Warrants in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person, and it acknowledges and agrees that neither these Terms and Conditions nor the Announcement has been approved by Tennyson in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
- it has complied and will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares and Investor Warrants (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
- if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed such information to any person, prior to the information being made publicly available;
- Tennyson and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in the Announcement and/or these Terms and Conditions to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Tennyson and/or any of its affiliates acting as an investor for its or their own account(s). Neither Tennyson nor the Company intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
- it has complied and will comply with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations"); it is not a person (a) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom, or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law; and if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations, and it will provide promptly to Tennyson such evidence, if any, as to the identity or location or legal status of any person which Tennyson may request from it in connection with the Placing, on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction being reduced to such number, or to nil, as Tennyson may decide at its discretion;
- in order to ensure compliance with the Regulations, Tennyson (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision of evidence of identity, definitive certificates in respect of the Placing Shares and Investor Warrants may be retained at Tennyson's absolute discretion or, where appropriate, delivery in uncertificated form may be delayed. If within a reasonable time after a request for verification of identity Tennyson or the Company's registrars have not received evidence satisfactory to them, either Tennyson and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
- its commitment to acquire Placing Shares on the Terms and Conditions will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing, and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Tennyson's conduct of the Placing;
- it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares and the Investor Warrants; it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing; and it has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
- it acknowledges that the grant of the Investor Warrants is conditional upon, among other things, the passing of the Resolutions at the General Meeting, that there is no guarantee that the Resolutions will be passed and that, if the Resolutions are not passed, the Placing will not proceed and no Investor Warrants will be granted; and that the Investor Warrants will be unlisted, will be subject to the terms of the Warrant Deed and may be exercised only in accordance with those terms;
- it irrevocably appoints any duly authorised officer of Tennyson as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares or the Investor Warrants which it agrees to acquire upon these Terms and Conditions;
- the Company, Tennyson and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Tennyson on its own behalf and on behalf of the Company and are irrevocable;
- it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares and Investor Warrants as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such account;
- time is of the essence as regards its obligations under these Terms and Conditions, and any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by Tennyson;
- the Placing Shares and the Investor Warrants will be issued subject to these Terms and Conditions; and
- these Terms and Conditions and all documents into which these Terms and Conditions are incorporated by reference or of which they otherwise validly form a part and/or any agreements entered into pursuant to these Terms and Conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or Tennyson in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Tennyson and each of its affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in these Terms and Conditions or incurred by Tennyson, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in these Terms and Conditions, and further agrees that the provisions of these Terms and Conditions shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares and to grant Investor Warrants to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares and the Investor Warrants are not being acquired in connection with arrangements to issue depositary receipts or to transfer them into a clearance service. If there are any such arrangements, or the settlement relates to any other dealings in the Placing Shares or the Investor Warrants, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Tennyson shall be responsible for such stamp duty or stamp duty reserve tax. Placees will also be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or Investor Warrants or the agreement by them to acquire any Placing Shares or Investor Warrants, and undertake to pay such taxes and duties and to indemnify on an after-tax basis and to hold harmless the Company and Tennyson in the event that any of them has incurred any such liability. Each Placee should seek its own advice and notify Tennyson accordingly.
The representations, warranties, acknowledgements and undertakings contained in these Terms and Conditions are given to Tennyson for itself and on behalf of the Company and are irrevocable. Tennyson is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Tennyson 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 in relation to the Placing or any other matters referred to in these Terms and Conditions. Each Placee and any person acting on behalf of the Placee acknowledges that Tennyson does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
The provisions of these Terms and Conditions may be varied, waived or modified as regards specific Placees or on a general basis by Tennyson provided always that such variation, waiver or modification is not materially prejudicial to the interests of the Company. In the case of a joint agreement to acquire Placing Shares, references to a "Placee" in these Terms and Conditions are to each of such Placees and such joint Placees' liability is joint and several. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Tennyson may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with Tennyson, any money held in an account with Tennyson on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Tennyson's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.
In these Terms and Conditions any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. References to time in these Terms and Conditions are to London time, unless otherwise stated. All times and dates in these Terms and Conditions may be subject to amendment. Placees will be notified of any changes.
No statement in the Announcement or these Terms and Conditions is intended to be a profit forecast or estimate, and no statement in the Announcement or these Terms and Conditions should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, these Terms and Conditions.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
|
Admission |
admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules; |
|
AIM |
AIM, a market operated by the London Stock Exchange; |
|
AIM Rules |
the AIM Rules for Companies published by the London Stock Exchange, as amended from time to time, including, where applicable, any guidance notes; |
|
Announcement |
this announcement, including the Appendices; |
|
Board or Directors |
the board of directors of the Company or the directors of the Company from time to time; |
|
Bookbuild |
the accelerated bookbuilding process to be commenced by Tennyson to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement; |
|
Cavendish |
Cavendish Capital Markets Limited, the Company's Nominated Adviser; |
|
Circular |
the circular to be sent to Shareholders convening the General Meeting, expected to be published on or about 13 November 2026; |
|
City Code |
The City Code on Takeovers and Mergers; |
|
Company or Coro |
Coro Energy Plc; |
|
CREST |
the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear; |
|
EEA |
the European Economic Area; |
|
EU Prospectus Regulation |
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017; |
|
Euroclear |
Euroclear UK & International Limited; |
|
Facility |
the senior secured debt facility of up to US$20 million entered into with the Mirova, part of Natixis Investment Managers, as described in this Announcement; |
|
FCA |
the UK Financial Conduct Authority; |
|
FSMA |
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 at 10:00 a.m. on or about 4 December 2026 (or any adjournment of that meeting); |
|
Information |
has the meaning given to it in Appendix I; |
|
Investor Warrants |
the warrants to be granted to Placees pursuant to the Placing on the basis of one Investor Warrant for every one Placing Share, each entitling the holder to subscribe for one Warrant Share at an exercise price of 4.5 pence per Warrant Share, on the terms of the Warrant Deed; |
|
Issue Price |
3 pence per Placing Share; |
|
London Stock Exchange |
London Stock Exchange plc; |
|
Long Stop Date |
14 December 2026; |
|
Order |
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; |
|
Ordinary Shares |
ordinary shares of one penny each in the capital of the Company; |
|
Placees |
the persons with whom Placing Shares are placed pursuant to the Placing; |
|
Placing |
the conditional placing of the Placing Shares by Tennyson on behalf of the Company at the Issue Price, in accordance with the Placing Agreement; |
|
Placing Agreement |
the conditional placing agreement relating to the Placing between the Company and Tennyson; |
|
Placing Documents |
the announcements in relation to the Placing; |
|
Placing Shares |
the new Ordinary Shares to be issued by the Company to Placees for cash in connection with the Placing; |
|
POATRs |
the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105); |
|
Publicly Available Information |
has the meaning given to it in Appendix I; |
|
Regulation S |
Regulation S under the Securities Act; |
|
Regulatory Information Service |
has the meaning given to it in the AIM Rules; |
|
Relevant Member State |
a member state of the EEA which has implemented the EU Prospectus Regulation; |
|
Relevant Persons |
has the meaning given to it in Appendix I; |
|
Resolutions |
the resolutions to be proposed at the General Meeting to grant authority to the Directors to allot the Placing Shares, to grant the Investor Warrants and allot the Warrant Shares, and to disapply statutory pre-emption rights in respect of such allotments; |
|
Securities Act |
the United States Securities Act of 1933, as amended; |
|
Shareholders |
holders of Ordinary Shares; |
|
Tennyson |
TENNYSON SECURITIES LTD, a corporate partner of Shard Capital Partners LLP, whose registered office is at 36-38 Cornhill, EC3V 3NG, London; |
|
Terms and Conditions |
the terms and conditions of the Placing set out in Appendix I to this Announcement; |
|
UK MAR
|
the Market Abuse Regulation (EU) No. 596/2014 and relevant technical standards relating thereto, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018;
|
|
Tennyson |
TENNYSON SECURITIES LTD, a corporate partner of Shard Capital Partners LLP, whose registered office is at 36-38 Cornhill, EC3V 3NG, London; |
|
United Kingdom or UK
|
the United Kingdom of Great Britain and Northern Ireland;
|
|
Terms and Conditions |
the terms and conditions of the Placing set out in Appendix I to this Announcement; |
|
United States or US
|
the United States of America, its territories and possessions, any state of the United States and the District of Columbia; |
|
UK MAR |
the Market Abuse Regulation (EU) No. 596/2014 and relevant technical standards relating thereto, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018; |
|
Warrant Deed |
the warrant deed constituting the Investor Warrants; |
|
United Kingdom or UK |
the United Kingdom of Great Britain and Northern Ireland; |
|
Warrant Shares
|
the new Ordinary Shares to be issued by the Company upon exercise of the Investor Warrants; |
|
United States or US |
the United States of America, its territories and possessions, any state of the United States and the District of Columbia; |
|
Warrant Deed |
the warrant deed constituting the Investor Warrants; and |
|
Warrant Shares |
the new Ordinary Shares to be issued by the Company upon exercise of the Investor Warrants. |
Unless otherwise indicated in this Announcement, all references to "£", "pounds", "sterling", "p", "penny" or "pence" are to the lawful currency of the UK, and all references to "US$" or "dollars" are to the lawful currency of the United States of America.
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