Admission Document, Fundraise & Notice of GM
Summary by AI BETAClose X
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR TO BE TRANSMITTED, DISTRIBUTED OR SENT TO OR FROM ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.
This announcement does not constitute a prospectus or offering memorandum or offer in respect of any securities and should not be considered as a recommendation by the Company, its affiliates, directors, officers, employees, agents, representatives or advisers to acquire an interest in the Company. The announcement does not constitute or form part of any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution, form the basis of or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment or engage in any investment activity whatsoever relating to any securities. The issue of this announcement shall not be taken as any form of commitment on the part of the Company to proceed with any transaction.
Defined terms in this announcement shall have the same meaning as defined in the Company's Admission Document, unless otherwise defined herein.
31 July 2026
Vast Resources plc
("Vast" or the "Company")
Proposed Reverse Takeover of Gulf International Minerals Limited
Publication of Admission Document
Placing of 94,400,000 Placing Shares and Subscription for 26,359,826 Subscription Shares at 6.25 pence per share to raise £7.5 million
Proposed Retail Offer, Share Consolidation, Rule 9 Waiver
and Notice of General Meeting
Vast, the AIM quoted mining company, is pleased to announce, further to its announcement of 22 December 2025 and subsequent announcements, the publication today of an admission document (the "Admission Document") in connection with the proposed Reverse Takeover of the entire issued share capital of Gulf International Minerals Limited ("Gulf"), the proposed re-admission of the Company's issued and to be issued ordinary share capital to trading on AIM, and a conditional Placing and Subscription to raise, in aggregate, gross proceeds of approximately £7.5 million at the Issue Price of 6.25 pence per New Ordinary Share.
The Admission Document, which includes a notice convening a General Meeting of the Company to be held at the offices of Fasken Martineau LLP, 100 Liverpool Street, London EC2M 2AT at 10.00 a.m. on 18 August 2026, will be made available shortly on the Company's website at www.vastplc.com and is being posted to Shareholders today.
Highlights
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· Proposed Reverse Takeover of 100 per cent. of Gulf, which holds a 49 per cent. interest in the Joint Tajik-Canadian Limited Liability Company, ("Aprelevka"), in joint venture with the Government of Tajikistan, comprising four gold mines, a central processing plant, and the Kansai Tailings and the Soviet Tailings in Northern Tajikistan, currently producing approximately 11,000oz of gold and 130,000oz of silver per annum from mined ore and tailings. |
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· All-share consideration: 1,319,678,705 New Ordinary Shares will be issued to the Seller and the Seller Shareholders, representing approximately 80 per cent. of the Enlarged Ordinary Share Capital on Admission, including the Placing Shares and the Subscription Shares. |
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· Conditional Placing of 94,400,000 New Ordinary Shares and Subscription for 26,359,826 New Ordinary Shares, in each case at the Issue Price of 6.25 pence, raising aggregate gross proceeds of approximately £7.5 million (before expenses). |
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· The Company intends to launch a Retail Offer of up to 4,800,000 New Ordinary Shares at the Issue Price via the BookBuild platform shortly, in respect of which a separate announcement will be made. |
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· In its audited results for the year ended 31 December 2025, Aprelevka generated revenue of US$36.9 million (audited 2024: US$22.9 million) and profit before tax of US$8.5 million (audited 2024: US$2.6 million). |
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· The Reverse Takeover constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies and is conditional, inter alia, on Shareholder approval at the General Meeting and on the waiver of Rule 9 of the Takeover Code being approved by Independent Shareholders. |
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· Admission of the Enlarged Ordinary Share Capital to trading on AIM is expected to become effective at 8.00 a.m. on 19 August 2026. |
Andrew Prelea, Chief Executive Officer of Vast, commented:
"The proposed reverse takeover of Gulf by Vast is a transformational step for the Company, delivering immediate gold and silver production from four operating mines and two tailings deposits in the prolific Tien Shan Gold Belt. With Aprelevka having generated revenue of US$36.9 million and profit before tax of US$8.5 million in 2025, this transaction places the Company on an entirely different operational and financial footing.
"Moreover, it unlocks the full value of what is an exceptional portfolio of assets. Aprelevka has produced continuously since 2011, sitting within one of the most significant and underexplored mineralised trends in the world. Through our management of the Aprelevka operation since January 2024, we have already increased monthly processed volumes by 149 per cent. and demonstrated what disciplined operational leadership can achieve on the ground. Formal ownership through this transaction will allow us to accelerate that work and realise the substantial upside we see across the entire asset base.
"Our ambition extends beyond production growth; we are building a modern, sustainable and responsible mining company, one that operates to international standards. The Vast team will invest in its people and communities, and work in genuine partnership with the Government of Tajikistan to set a benchmark for how international investment is conducted in the region.
"I recognise that our shareholders have shown remarkable patience and commitment through what has been a challenging period for this Company. This transaction is the culmination of years of strategic groundwork across Vast's portfolio in multiple jurisdictions, work that ultimately positioned the Company to secure this opportunity in Tajikistan. I firmly believe this transaction will repay shareholders' support. For those considering Vast for the first time, we offer something increasingly rare on AIM: a producing, cash generative gold and silver operation with substantial exploration upside, a stable government partnership and a portfolio of wider opportunities to deliver long term production growth across multiple operations.
"If approved, our focus will immediately turn to execution: increasing production, reducing costs, advancing our tailings reprocessing programmes, extending life of the current mines and building a profitable mining company that delivers sustained value for all shareholders over the long term."
The Reverse Takeover
On 22 December 2025, the Company announced that it had entered into a conditional share purchase agreement ("SPA") (as amended from time to time, including pursuant to a deed of amendment dated 22 July 2026 extending the Longstop Date to 31 August 2026) with Bay Square Pacific Ltd ("Bay Square" or the "Seller") and a deed of contribution and guarantee with Bay Square and the Seller Shareholders (the "Reverse Takeover Agreements"). Pursuant to the Reverse Takeover Agreements, the Company has conditionally agreed to acquire 100 per cent. of the share capital of Gulf for all-share consideration, to be satisfied by the issue of 1,319,678,705 New Ordinary Shares to the Seller and the Seller Shareholders (the "Consideration Shares"), representing approximately 80 per cent. of the Enlarged Ordinary Share Capital on Admission. Consideration Shares held by the Locked-in Parties and the Non-Rule 7 Parties will be subject to the Lock-in Arrangements and the Orderly Market Arrangements respectively, as summarised below.
The Reverse Takeover constitutes a reverse takeover of the Company pursuant to Rule 14 of the AIM Rules for Companies and is therefore conditional, inter alia, on the approval of Shareholders at the General Meeting. If the relevant Resolutions are duly passed at the General Meeting, the Company's existing trading facility on AIM will be cancelled and the Company will apply for the Enlarged Ordinary Share Capital to be admitted to trading on AIM. Completion of the Reverse Takeover is conditional, inter alia, on the passing of the Resolutions, the Placing Agreement and the Subscription Agreements having become unconditional (save for Admission), and Admission, in each case on or before 5.00 p.m. on the Longstop Date of 31 August 2026.
Background to and reasons for the Reverse Takeover
The Company's strategy is to focus on growth, through acquisitions and joint ventures, in high-potential mining assets where there is an opportunity to generate significant value in the short to medium term, particularly in regions such as Tajikistan where the Company has an established presence and can leverage existing in-country relationships and operational expertise. Vast has managed the Aprelevka operation under contract since January 2024, over which period monthly processed volumes have increased by 149 per cent. with a corresponding improvement in underlying profitability. The Directors consider the Reverse Takeover to represent a transformational, value-enhancing transaction, with an opportunity to significantly increase production from the Aprelevka Assets within approximately 1 to 2 years from Admission.
Gulf, a company incorporated in England and Wales and wholly owned by Bay Square, holds a 49 per cent. interest in Aprelevka, a joint venture with the Government of Tajikistan (which holds the remaining 51 per cent.), comprising four producing gold mines Aprelevka, Burgunda, Ikkizelon and Kyzylcheku, a central processing plant, and the Kansai Tailings and the Soviet Tailings in Northern Tajikistan. Aprelevka has been a producing mine without interruption since 2011. Further information on Gulf, the Aprelevka Assets and the Competent Person's Reports is set out in the Admission Document.
The Placing and Subscription
The Company has conditionally raised, in aggregate, approximately £7.5 million (before expenses) through the conditional placing of 94,400,000 Placing Shares by the Joint Brokers, Shore Capital and Axis, as agents for the Company pursuant to the Placing Agreement, and conditional subscriptions for 26,359,826 Subscription Shares entered into directly with the Company, in each case at the Issue Price of 6.25 pence per New Ordinary Share. The estimated net proceeds (including all transaction related expenses) of the Placing and Subscription are approximately £4.8 million.
The Placing Shares and the Subscription Shares will together represent approximately 7.34 per cent. of the Enlarged Ordinary Share Capital on Admission. Neither the Placing nor the Subscription has been underwritten. Each of the Placing and the Subscription is conditional, inter alia, on:
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· the passing of the relevant Resolutions at the General Meeting; |
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· the Company raising an aggregate amount of not less than £7,500,000 (before expenses) pursuant to the Placing and the Subscription taken together; |
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· the Placing Agreement and the Subscription Agreements (respectively) not having been terminated in accordance with their terms; and |
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· Admission becoming effective on or before 8.00 a.m. on 19 August 2026 (or such later time and/or date as the Company, Strand Hanson and the Joint Brokers may agree, being not later than the Longstop Date). |
The Placing Agreement contains customary warranties and indemnities from the Company and the Directors in favour of Strand Hanson and the Joint Brokers. Further details of the Placing Agreement and the Subscription Agreements are set out in the Admission Document.
Proposed Retail Offer
The Directors value the Company's retail investor base and believe it is appropriate to provide private and other investors with an opportunity to participate alongside the investors in the Placing and the Subscription on the same terms. The Company therefore intends to launch a separate retail offer of up to 4,800,000 New Ordinary Shares at the Issue Price through the BookBuild platform (the "Retail Offer") to raise up to £300,000, and a separate announcement will be made shortly in connection with the Retail Offer. The Retail Offer is not part of the Placing or the Subscription and is the sole responsibility of the Company; the Joint Brokers have no responsibilities, obligations, duties or liabilities in relation to it. The Placing and the Subscription are not conditional on the Retail Offer. The results of the Retail Offer will be announced prior to Admission. Share numbers, proceeds, ownership percentages and other related statistics in this announcement and in the Admission Document are calculated assuming the maximum number of shares are issued pursuant to the Retail Offer.
Use of Proceeds
The net proceeds of the Placing and the Subscription, together with the proceeds of the proposed US$10 million debt facility (the "Proposed Facility") in respect of which the Company announced receipt of a binding term sheet on 27 July 2026, will be applied to fund the settlement of creditors and loans (including, in particular, the loan arrangements with Alpha and Mercuria), professional fees incurred in relation to the Proposed Transaction, general working capital requirements and the technical development of the Aprelevka Assets. US$4 million of the proceeds of the Proposed Facility is restricted for use in project expansion at Aprelevka, with the balance of US$6 million to be applied towards the Company's working capital requirements, including debt repayment.
Share Consolidation
The Admission Document also sets out the proposed consolidation of every 25 Existing Ordinary Shares of £0.001 each into 1 New Ordinary Share of £0.025 each (the "Share Consolidation"), to take effect following the passing of Resolution 3 at the General Meeting, based on a Record Date of close of business on 18 August 2026. Following the Share Consolidation, the Company's issued ordinary share capital will comprise 199,903,024 New Ordinary Shares (before the issue of the Consideration Shares, the Placing Shares, the Subscription Shares, any Retail Offer Shares and the Adviser Fee Shares).
No Shareholder will be entitled to a fraction of a New Ordinary Share. Fractional entitlements arising from the Share Consolidation will be aggregated and sold in the market for the benefit of the Company, as further described in the Admission Document. Shareholders holding fewer than 25 Existing Ordinary Shares at the Record Date will cease to be Shareholders of the Company. In order that the Existing Ordinary Share Capital is exactly divisible by the consolidation ratio, the Company may issue up to 16 Existing Ordinary Shares to the Registrar prior to the Record Date.
Following the Share Consolidation, the New Ordinary Shares will be assigned a new ISIN (GB00BXNRYG27) and SEDOL (BXNRYG2) and will become effective only if Resolution 3 is passed and the Share Consolidation becomes effective. The Company's outstanding Warrants and SARs will be adjusted to reflect the Share Consolidation in accordance with their terms.
Shareholders should note that the Placing Price of 6.25p per Existing Ordinary Share is equivalent to 0.25p per New Ordinary Share following the Share Consolidation.
Related Party Transactions
The Company's connection to the Tajikistan assets originates from introductions made at a delegation in Dushanbe, Tajikistan, which was attended by Andrew Prelea, leading to discussions between Abduljabbar Gargash and other prospective investors regarding the Takob and Aprelevka mining projects. Following Bay Square's acquisition of Gulf, Richard Andrew Prelea and Paul Edward Fletcher each acquired shareholdings in Bay Square of 17.08 per cent. and 5.0 per cent. respectively, and have since provided management and financial oversight to Gulf's operations.
As Richard Andrew Prelea and Paul Edward Fletcher are directors of Vast and shareholders in the Seller entity, the proposed Reverse Takeover of Gulf would constitute a related party transaction under AIM Rule 13. The Company's directors, other than Richard Andrew Prelea and Paul Edward Fletcher, having consulted with the Company's Nominated Adviser, Strand Hanson, consider that the terms of the related party transaction are fair and reasonable insofar as shareholders are concerned.
In addition, the Board has approved a bonus payable to Richard Andrew Prelea for technical consultancy services as described in further detail in paragraphs 9.7.1 and 12.1.23 in Part X contributing to enhanced diamond value which constitutes a related party transaction under AIM Rule 13. The Company's directors, other than Richard Andrew Prelea having consulted with the Company's Nominated Adviser, Strand Hanson, consider that the terms of the related party transaction are fair and reasonable insofar as shareholders are concerned.
Further detail regarding the Related Party Transactions can be found in the Admission Document.
Rule 9 Waiver and the Concert Party
Under Presumption 10 of the definition of "acting in concert" in the Takeover Code, the Seller Shareholders and Mr. Alexander Prelea are presumed to be acting in concert. On Admission, the members of the Concert Party will, in aggregate, be interested in 1,320,476,386 New Ordinary Shares, representing approximately 80.23 per cent. of the Enlarged Ordinary Share Capital (on an undiluted basis), with the largest individual holding within the Concert Party being 19.77 per cent.
The issue of the Consideration Shares would normally trigger an obligation under Rule 9 of the Takeover Code for the Concert Party to make a general cash offer to all other Shareholders. The Takeover Panel has agreed to waive this obligation, conditional upon the approval of the Rule 9 Waiver Resolution by the Independent Shareholders voting on a poll at the General Meeting. None of the members of the Concert Party (nor any adviser connected to them) will vote on the Rule 9 Waiver Resolution. The waiver will be invalidated if any member of the Concert Party, or any person acting in concert with it, purchases shares in the Company in the period between the date of the Admission Document and the General Meeting.
Shareholders should note that, following Admission, the Concert Party will hold shares carrying more than 50 per cent. of the Company's voting rights and (for so long as its members are treated as acting in concert) may accordingly acquire further shares without incurring any obligation under Rule 9 to make a general offer, assuming individual Concert Party members hold shares carrying less than 30 per cent. of the Company's voting rights. If the Rule 9 Waiver Resolution is passed, the members of the Concert Party will not be restricted from making an offer for the Company.
The Independent Directors, who have been so advised by Strand Hanson, consider the terms of the Rule 9 Waiver to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. Strand Hanson has provided competent independent advice to the Directors in accordance with the requirements of paragraph 4(a) of Appendix 1 to the Takeover Code. Full details of the Concert Party and the disclosures required under the Takeover Code are set out in Part VIII of the Admission Document.
Lock-in and Orderly Market Arrangements and Relationship Agreement
On Admission, the Locked-in Parties (being the Directors and Mr. Vasile Sebastian Albulescu and Mr. Abduljabbar Abdulla Ali Gargash) will hold, in aggregate, 787,262,683 New Ordinary Shares, representing approximately 47.83 per cent. of the Enlarged Ordinary Share Capital, and have undertaken, subject to certain limited exceptions, not to dispose of any interest in those shares for a period of 12 months from Admission in accordance with Rule 7 of the AIM Rules for Companies, and for a further 12 months thereafter to deal only through the Company's broker.
In addition, the Non-Rule 7 Parties (Mr. Chris G Martinez, Mr. Douglas Ray Craft, Mr. Dennis Reymundo Cruz and Mr. Alexey Manzhosov) will hold, in aggregate, 510,131,764 New Ordinary Shares, representing approximately 30.99 per cent. of the Enlarged Ordinary Share Capital, and have undertaken, subject to certain limited exceptions, not to transfer those shares other than through the Company's broker for a period of 6 months from Admission.
On completion of the Reverse Takeover, the Company, Strand Hanson and the Seller Shareholders will enter into the Relationship Agreement. Following Admission, the Seller Shareholders (in aggregate) will together hold more than 20 per cent. of the Company's voting rights and will therefore be substantial shareholders for the purposes of the AIM Rules. Under the terms of the Relationship Agreement, each of the Seller Shareholders undertakes to the Company and Strand Hanson, among other things, to exercise its voting rights so as to ensure that the Company and the Group are managed for the benefit of the shareholders of the Company as a whole and independently of any Seller Shareholder or any member of its Shareholder's Group, and will ensure that transactions and relationships between any Seller Shareholder or any of its associated persons and any member of the Group are conducted at arm's length and on normal commercial terms.
Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in favour of the Resolutions (or, in the case of members of the Concert Party, those Resolutions on which they are entitled to vote) in respect of, in aggregate, 430,457,262 Existing Ordinary Shares, representing approximately 8.61 per cent. of the Existing Ordinary Share Capital.
Restoration of Trading
The Company's Ordinary Shares were suspended from trading on AIM on 22 December 2025 pending publication of this Admission Document in connection with the Proposed Transaction. As stated in the Company's announcement of 27 July 2026, the Board has requested that the Ordinary Shares remain suspended from trading on AIM until the material financial uncertainty of the Company's business can be clarified which, the Board believes, will not be until completion of the General Meeting convened to approve, inter alia, the Proposed Reverse Takeover. Accordingly, trading in the Company's ordinary shares remain suspended from trading until completion of the General Meeting to be convened to approve, inter alia, the Proposed Reverse Takeover.
Application will be made for the Enlarged Ordinary Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Ordinary Share Capital will commence at 8.00 a.m. on 19 August 2026. The New Ordinary Shares will be eligible for settlement in CREST; CREST is a voluntary system and Shareholders who wish to receive and retain share certificates are able to do so. Existing share certificates will remain valid until replaced following the Share Consolidation, as described in the Admission Document.
General Meeting and Resolutions
The General Meeting will be held at the offices of Fasken Martineau LLP, 100 Liverpool Street, London EC2M 2AT at 10.00 a.m. on 18 August 2026.
If the Resolutions are not passed at the General Meeting and the Company is unable to secure an alternative funding solution to repay the amounts due to Alpha and Mercuria, the Company may be subject to, inter alia, possible insolvency and/or the ultimate loss of ownership of its assets. Accordingly, the Board strongly recommends that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own holdings (to the extent, in each case, that they are entitled to vote on the relevant Resolution).
The Independent Directors, who have been so advised by Strand Hanson, believe that the Proposals, including the Rule 9 Waiver, are fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole, and unanimously recommend that Independent Shareholders vote in favour of the Rule 9 Waiver Resolution, as they intend to do in respect of their own aggregate beneficial holdings of 532,623 Existing Ordinary Shares, representing approximately 0.01 per cent. of the Existing Ordinary Shares. The Directors unanimously recommend that Shareholders vote in favour of Resolutions 2 to 8, as they intend to do in respect of their own aggregate beneficial holdings of 7,827,727 Existing Ordinary Shares, representing approximately 0.16 per cent. of the Existing Ordinary Shares.
Expected Timetable of Principal Events
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Publication of this document |
31 July 2026 |
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Retail offer opening |
09:00 a.m. on 3 August 2026 |
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Retail offer closing |
16:30 p.m. on 5 August 2026 |
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Retail offer announcing |
07:00 a.m. on 6 August 2026 |
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Latest time and date for receipt of votes by Proxy |
10.00 a.m. on 14 August 2026 |
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General Meeting |
10.00 a.m. on 18 August 2026 |
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Announcing the result of the GM |
18 August 2026 |
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Record time and date |
Close of business on 18 August 2026 |
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Admission effective and dealings in the Enlarged Ordinary Share Capital to commence on AIM* |
8.00 a.m. on 19 August 2026 |
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Completion of the Reverse Takeover |
8.00 a.m. on 19 August 2026 |
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Expected date for CREST accounts to be credited in respect of New Ordinary Shares |
8.00 a.m. on 19 August 2026 |
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Dispatch of definitive share certificates, where applicable |
Within 10 business days of Admission |
* Assuming the Resolutions are passed at the General Meeting.
All times are London times. If any of the above times or dates change, the revised times and/or dates will be notified by an announcement through a Regulatory Information Service.
Key Statistics
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Issue Price (per Ordinary Share) |
6.25 pence |
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Number of Existing Ordinary Shares in issue at the date of this Document |
4,997,575,609 |
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Number of Consideration Shares |
1,319,678,705 |
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Total number of New Ordinary Shares in issue following the Share Consolidation |
199,903,024 |
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Number of Placing Shares |
94,400,000 |
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Number of Subscription Shares |
26,359,826 |
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Number of Retail Offer Shares (maximum) |
4,800,000 |
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Enlarged Ordinary Share Capital on Admission* |
1,645,941,555 |
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Consideration Shares as a percentage of the Enlarged Ordinary Share Capital on Admission |
80 per cent. |
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Placing Shares and Subscription Shares as a percentage of the Enlarged Ordinary Share Capital on Admission |
7.34 per cent. |
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Gross proceeds of the Placing and Subscription |
£7.55 million |
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Estimated net proceeds of the Placing and Subscription |
£4.81 million |
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Gross proceeds of the Retail Offer Shares receivable by the Company (maximum) |
£300,000 |
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Anticipated market capitalisation of the Company on Admission |
£102.87 million |
*Assuming the maximum number of shares are issued pursuant to the Retail Offer
Summary Financial Information
As at 30 June 2026 (being the latest practicable date prior to publication of the Admission Document), the Company's debt amounted to approximately US$11.691 million. The outstanding debt is intended to be repaid in full using the proceeds from the sale of the Historic Diamond Parcel, together with the net proceeds of the equity fundraise and the proceeds of the Proposed Facility, as described under Use of Proceeds above and in the Admission Document.
As set out in the Admission Document and as previously announced on 27 July 2026, in its audited results for the year ended 31 December 2025, Aprelevka, in which Gulf has a 49 per cent. interest and which is to be consolidated into the Vast group due to the Company exercising management control, generated revenue of US$36.9 million (31 December 2024: US$22.9 million), profit before tax of US$8.5 million (audited 31 December 2024: US$2.6 million) and held cash and cash equivalents of US$0.97 million (audited 31 December 2024: US$0.47 million). Further historical financial information on Gulf and Aprelevka, together with the Competent Person's Reports on the Tajikistan and Romanian assets, is set out in the Admission Document.
Availability of the Admission Document
The Admission Document, together with the Notice of General Meeting and Form of Proxy, is being posted to Shareholders today and will be made available shortly on the Company's website at www.vastplc.com in accordance with AIM Rule 26. Shareholders should read the Admission Document in full, including the risk factors set out in Part II, and not rely on this summary announcement.
Loan Facility Update
Vast confirms that on 30 July 2026, A&T Investments SARL and Mercuria Energy Trading SA agreed to an extension of the terms of their respective loans until 21 August 2026. Further details of which can be found in the Admission Document.
**ENDS**
For further information, please visit the Company's website at www.vastplc.com or contact:
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Vast Resources plc |
+44 (0) 20 7846 0974 |
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Strand Hanson Limited - Nominated & Financial Adviser |
+44 (0) 207 409 3494 |
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Shore Capital Stockbrokers Limited - Joint Broker |
+44 (0) 20 7408 4050 |
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Axis Capital Markets Limited - Joint Broker |
+44 (0) 20 3206 0320 |
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St Brides Partners Limited |
http://www.stbridespartners.co.uk/ |
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019.
This announcement is not for publication or distribution 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.
ABOUT VAST RESOURCES
Vast Resources plc is a United Kingdom AIM quoted mining company with mines and projects in Romania, Tajikistan, and historically in Zimbabwe.
In Romania, the Company is focused on the rapid advancement of high-quality projects by recommencing production at previously producing mines.
The Company's Romanian portfolio includes 100% interest in Vast Baita Plai SA, currently on care and maintenance, which owns 100% of the Baita Plai Polymetallic Mine, located in the Apuseni Mountains, Transylvania, an area which hosts Romania's largest polymetallic mines. The mine has a JORC compliant Reserve & Resource Report which underpins the initial mine production life of approximately 3-4 years with an in-situ total mineral resource of 15,695 tonnes copper equivalent with a further 1.8M-3M tonnes exploration target. The Company is now working on confirming an enlarged exploration target of up to 5.8M tonnes.
The Company also owns the Manaila Polymetallic Mine in Romania, which the Company is looking to bring back into production following a period of care and maintenance. The Company has also been granted the Manaila Carlibaba Extended Exploitation Licence that will allow the Company to re-examine the exploitation of the mineral resources within the larger Manaila Carlibaba licence area.
The Company retains a continued presence in Zimbabwe. The Company is re-engaging its future investment strategy in Zimbabwe and has commenced discussions with further mining concessions in-country alongside its wider portfolio.
Vast has an interest in a joint venture company which provides exposure to a near term revenue opportunity from the Takob Mine processing facility in Tajikistan. The Takob Mine opportunity, which is 100% financed, will provide Vast with a 12.25 percent royalty over all sales of non-ferrous concentrate and any other metals produced.
Also in Tajikistan, Vast has been contracted to develop and manage the Aprelevka gold mines on behalf of its owner Gulf International Minerals Ltd ("Gulf") under which Vast is entitled, inter alia, to 10% of the earnings that Gulf receives from its 49% interest in Aprelevka in joint venture with the government of Tajikistan. Aprelevka holds four active operational mining licences located along the Tien Shan Belt that extends through Central Asia, currently producing approximately 10,400oz of gold and 80,000 oz of silver per annum. It is the intention of the Company to assist in increasing Aprelevka's production from these four mines closer to the historical peak production rates of approximately 27,000oz of gold and 250,000oz of silver per year from the operational mines.
APPENDIX 1 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE UK PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR"), AND WHO ARE ALSO (I) "INVESTMENT PROFESSIONALS" SPECIFIED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED); (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER ANY SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND NOR IN ANY COUNTRY, TERRITORY OR POSSESSION WHERE TO OFFER THEM WITHOUT DOING SO MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. ACCORDINGLY, THE PLACING SHARES MAY NOT, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSON IN, OR ANY NATIONAL, CITIZEN OR RESIDENT OF THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS AND IMPLICATIONS OF AN ACQUISITION OF PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
THE DISTRIBUTION OF THE TERMS AND CONDITIONS AND/OR THE PLACING AND/OR ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OFFICERS OR EMPLOYEES THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THE TERMS AND CONDITIONS CONTAINED HEREIN OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THESE TERMS AND CONDITIONS COME ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
Persons who are invited to and who choose to participate in the Placing by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the "Placees"), will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:
1. it has read and understood this Announcement in its entirety and acknowledges that its participation in the Placing will be governed by, and subject to, the terms and conditions of the Placing as referred to and included in this Announcement;
2. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
3. it (and the prospective beneficial owner of the Placing Shares) is and, at the time the Placing Shares are acquired, will be (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" in accordance with Regulation S under the US Securities Act ("Regulation S") and not acquiring any of the Placing Shares as a result of any form of Directed Selling Efforts;
4. the Placing Shares sold in the United States will be "restricted securities" as defined in Rule 144 of the US Securities Act;
5. it will not distribute, forward, transfer or otherwise transmit the Admission Document, this Announcement or any part of it, or any other presentation or other materials concerning the Placing in or into the United States;
6. in the case of a Relevant Person in the United Kingdom or a member state of the EEA which has implemented the Prospectus Regulation, it is a "qualified investor" within the meaning of the POATR or the Prospectus Regulation;
7. if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation or Regulation 7(4) of the POATR, as applicable, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale to "qualified investors" in a member state of the EEA which has implemented the Prospectus Regulation, or "qualified investors" in the UK as such term is defined in paragraph 15 of schedule 1 of the POATR, as applicable, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale;
8. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these terms and conditions;
9. it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agreed to comply with the resale and transfer restrictions set out in this Appendix; and
10. each of the Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, agreements and acknowledgements.
For the purposes of this Appendix 1, Shore Capital and Axis Capital will be referred to as the "Joint Bookrunners".
The information in the Admission Document and this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.
Details of the Placing Agreement
The Joint Bookrunners have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares at the Issue Price on the terms and subject to the conditions set out in a placing agreement entered into between inter alia the Company and the Joint Bookrunners on 31 July 2026 (the "Placing Agreement").
Pursuant to the terms of the Placing Agreement, the Placing is subject to certain conditions (including, inter alia, the passing of certain resolutions at the General Meeting and Admission). The Joint Bookrunners have the right to terminate the Placing Agreement in certain circumstances. The Placing is not being underwritten by the Joint Bookrunners or any other person. Further details of the Placing Agreement are set out below.
The Placing Shares
The Placing Shares have, subject to the passing of the Resolutions, been duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the Company's existing ordinary shares ("Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Shares after the date of issue of the Placing Shares. The Placing Shares will be issued free and clear of all claims, liens, charges, encumbrances or other security interest.
Application for admission to trading
Application will be made (a) to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission of the Placing Shares will occur at or before 8.00 a.m. (London time) on 19 August 2026 (or such later date as may be agreed between the Company and the Joint Bookrunners, being no later than 8.00 a.m. on 31 August 2026) and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the accelerated bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix 1 gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Shore Capital and Axis Capital are acting as joint bookrunner in connection with the Placing.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners or either of them to participate. Each of the Joint Bookrunners and their respective affiliates are entitled to enter bids in the Bookbuild and participate in the Placing as principal.
3. The Placing shall be conducted by way of fixed price accelerated bookbuild to establish the number of Placing Shares to be allocated to Placees, which will comprise the allocation of Placing Shares.
4. The Bookbuild will commence on the release of this Announcement and will close at a time to be determined by the Joint Bookrunners in their absolute discretion (after consultation with the Company). The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix 1) and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Joint Bookrunners, will not be capable of variation or revocation after the time at which it is submitted.
6. The number of Placing Shares to be issued pursuant to the Placing will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The number of Placing Shares to be issued and allotted pursuant to the Placing will be announced once the Bookbuild has closed.
7. Each Placee will be required to pay an amount equal to the Issue Price in respect of each Placing Share issued to it.
8. To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual contact at the respective Joint Bookrunner. Each bid should state the number of Placing Shares which a prospective Placee wishes to acquire at the Issue Price and/or the total amount which the prospective Placee wishes to pay to acquire Placing Shares at the Issue Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to below. The Joint Bookrunners are arranging the Placing as agent of the Company.
9. Allocations of the Placing Shares will be determined by the Joint Bookrunners after consultation with the Company (the proposed allocations having been supplied by the Joint Bookrunners to the Company in advance of such consultation) and confirmed orally by the Joint Bookrunners (as an agent of the Company) to the relevant Placee and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Either of the Joint Bookrunners' oral confirmation to a Placee will constitute a legally binding commitment by the Placee concerned, in favour of that Joint Bookrunner and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Issue Price on the terms and subject to the conditions set out in this Appendix and the Company's memorandum and articles of association (the "Articles"). Each Placee has an immediate, separate, irrevocable and binding obligation owed to the Joint Bookrunners (as agent for and on behalf of the Company) to pay in cleared funds at the relevant time in accordance with the requirements set out below under "Registration and settlement", an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to subscribe for.
10. The Company and the Joint Bookrunners reserve the right (i) to scale back the number of Placing Shares to be subscribed for by any Placee in the event of the Placing being over-subscribed; and (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full. The Company reserves the right to amend the amount to be raised pursuant to the Placing, in agreement with the Joint Bookrunners. The Company will release an announcement following the close of the Bookbuild, detailing the aggregate number of Placing Shares to be issued.
11. The Company and the Joint Bookrunners each reserves the right to increase or decrease the gross proceeds to be raised under the placing.
12. Each Placee's allocation and commitment will be evidenced by a contract note or trade confirmation issued to such Placee by the Joint Bookrunners. The terms of this Appendix will be deemed incorporated therein.
13. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
14. Irrespective of the time at which a Placee's allocation(s) pursuant to the Bookbuild and Placing is/are confirmed, settlement of all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".
15. All obligations under the Bookbuild and the Placing will be subject to fulfilment of or (where applicable) waiver of, amongst other things, 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".
16. By participating in the Bookbuild and the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
17. The Company has, subject to the passing of the Resolutions, authority to allot the Placing Shares on a non-pre-emptive basis and therefore shareholder approval is not required for the Placing.
18. To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their respective affiliates nor any of their or their respective affiliates' agents, members, consultants, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the Placing or the Bookbuild.
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 the Joint Bookrunners under the Placing Agreement in respect of the Placing are conditional on, inter alia:
1. the Company having complied with its obligations under the Placing Agreement and (to the extent such obligations fall to be performed prior to Admission);
2. none of the warranties given by the Company in the Placing Agreement being or having become untrue, inaccurate or misleading (i) as at the date of the Placing Agreement; and (ii) at any time up to and immediately prior to the date of Admission by reference to the facts and circumstances existing at the relevant time;
3. in the opinion of the Joint Bookrunners acting in good faith, there not having been any material change in, or any event or circumstance that might reasonably result in such a material adverse change in, or affecting, the business, management, results of operations, assets, liabilities, financial position or prospects (financial, trading or otherwise) or profits of the Company or the Group (taken as a whole) (as the case may be) whether or not arising in the ordinary course of business, unless and to the extent that the Joint Bookrunners waive such condition;
4. the Subscription Agreements having been duly entered into by both parties thereto and not having been terminated;
5. the Joint Bookrunners not having terminated the Placing Agreement before Admission in accordance with its terms;
6. the Resolutions having been passed at the General Meeting;
7. Admission occurring by no later than 8.00 a.m. on 19 August 2026 (or such later date as is agreed between the Company and the Joint Bookrunners but in any event no later than 8.00 a.m. on the Long Stop Date),
(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "Conditions").
The Joint Bookrunners may, in their absolute discretion, waive fulfilment of all or any part of any Conditions (other than Admission and the passing of the Resolutions) in the Placing Agreement or extend the time provided for their satisfaction, save that such time will not be extended beyond 8.00 a.m. on the Long Stop Date. Any such extension will not affect Placees' commitments as set out in this Appendix.
Subject to the following paragraph, if (i) any of the Conditions are not fulfilled or, where permitted, waived to the extent permitted by law or regulations in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on the Long Stop Date); or (ii) the Placing Agreement is terminated in accordance with its terms (as to which, see "Termination of the Placing" below), the Placing will lapse and each 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.
None of the Company, the Joint Bookrunners, their respective affiliates or their respective affiliates' agents, members, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Conditions to the Placing nor for any decision any of them may make as to the satisfaction of any Conditions or in respect of the Placing generally and by participating in the Bookbuild and the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners and the Company. Placees will have no rights against the Company, the Joint Bookrunners or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
Right to terminate under the Placing Agreement
The Joint Bookrunners are entitled to terminate the Placing Agreement in accordance with its terms following consultation with the Company in certain circumstances at any time up to Admission, including, inter alia:
1. the Company fails to comply with any of its obligations under the Placing Agreement;
2. where any of the warranties given by the Company in the Placing Agreement is, or has become untrue, inaccurate or misleading by reference to the facts and circumstances existing at the relevant time;
3. if any of the Conditions have (i) become incapable of satisfaction or (ii) not been satisfied before the latest time provided in the Placing Agreement and have not been waived if capable of being waived by the Joint Bookrunners; or
4. in the opinion of the Joint Bookrunners, acting in good faith, there having been any material change in, or any event or circumstance that might reasonably result in such a material adverse change in, or affecting, the business, management, results of operations, assets, liabilities, financial position or prospects (financial, trading or otherwise) or profits of the Company or the Group (taken as a whole) (as the case may be) whether or not arising in the ordinary course of business, unless and to the extent that the Joint Bookrunners waive such condition.
Notice of termination may be communicated by the Joint Bookrunners as soon as practicable to any director of the Company, by email or otherwise in writing and announced to a Regulatory Information Service.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.
Each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of any right of termination or any other right or other discretion under the Placing Agreement, shall be within the absolute discretion of the Company or the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that none of the Company, the Joint Bookrunners, their respective affiliates or their or their respective affiliates' agents, members, directors, officers or employees, respectively, 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 making a bid and participating in the Bookbuild, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" above and will not be capable of rescission or termination by it after oral confirmation of its allocation by the Joint Bookrunners.
No Prospectus
No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares.
Placees' commitments will be made solely on the basis of the Admission Document and subject to this Appendix and any further terms set forth in the contract note or trade confirmation sent to individual Placees. Each Placee, by participating in the Bookbuild and the Placing, agrees that the content of the Admission Document and this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of any of the Company or the Joint Bookrunners, any of their respective affiliates nor any person acting on their behalf other than the Admission Document and none of the Joint Bookrunners or the Company nor any person acting on their behalf nor any of their affiliates has or shall have any liability for any Placee's decision to participate in the Bookbuild and 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 and no Placee should consider any information in this Announcement or the Admission Document to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraud or fraudulent misrepresentation by that person.
Registration and settlement
Irrespective of the time at which the 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 on the basis explained below.
Settlement of transactions in the Placing Shares following Admission will take place on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation within the CREST system ("CREST") (subject to certain exceptions). The Joint Bookrunners each reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it may deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in the Announcement or would not be consistent with the regulatory requirements in the jurisdiction of any Placee.
Subject to the resolutions being passed at the general meeting of shareholders of the Company, the details of which are set out in the Admission Document, it is expected that settlement for the Placing Shares will take place at 8.00 a.m. on 19 August 2026 unless otherwise notified by the Joint Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc as determined by the Joint Bookrunners, with interest compounded on a daily basis.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners (or either of them) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for its account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise in any jurisdiction upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners all such authorities and powers necessary or desirable to carry out any such sale and agrees to ratify and confirm all actions which the Joint Bookrunners or either of them lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation.
The Company confirms that, 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 UK stamp duty or stamp duty reserve tax or securities transfer tax.
Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and Warranties
By agreeing to subscribe for Placing Shares, each Placee that enters into a commitment to subscribe for Placing Shares will (for itself and for any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be deemed to undertake, represent and warrant to each of the Company and the Joint Bookrunners at the time of entering into such commitment and on an ongoing basis until Admission that:
1. its commitment is made solely on the basis of the Admission Document and subject to this Appendix and it is not on any other information given, or representation or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. It agrees that none of the Company or the Joint Bookrunners, or any of their respective officers, agents, employees or affiliates will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
2. if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Placing Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Joint Bookrunners or the Registrar or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;
3. it has carefully read and understands the Admission Document and this Announcement in its entirety and acknowledges that it is acquiring Placing Shares on the terms and subject to the conditions set out in this Appendix and the Articles as in force at the date of Admission. Such Placee agrees that these terms and conditions represent the whole and only agreement between the Placee, the Company and the Joint Bookrunners in relation to the Placee's participation in the Placing and supersede any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that none of the Company or the Joint Bookrunners, nor any of their respective officers or directors, will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
4. it has not relied on either of the Joint Bookrunners or any person affiliated with it in connection with any investigation of the accuracy of any information contained in the Admission Document or this Announcement;
5. save for the Admission Document, no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation, the POATR, and it has not received and will not receive an offering document, prospectus, offering memorandum or admission document in connection with the Bookbuild, the Placing, the Company, Admission or otherwise;
6. it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the Admission Document and this Announcement (including this Appendix);
7. it acknowledges that the contents of the Admission Document and this Announcement are exclusively the responsibility of the Company and its Directors and none of the Joint Bookrunners nor any person acting on its behalf nor any of their respective affiliates are responsible for or shall have any liability for any information, representation or statement contained in the Admission Document or this Announcement or any information published by or on behalf of the Company and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in the Admission Document, this Announcement or otherwise;
8. it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in the Admission Document or this Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by the Joint Bookrunners or the Company;
9. it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986 and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
10. if it is within the United Kingdom, it is a person who is a "qualified investor" within the meaning of paragraph 15 of Schedule 1 of the POATR who falls within articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended or is a person to whom the Placing Shares may otherwise lawfully be offered, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations and is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of chapter 3 of the FCA's Conduct of Business Sourcebook;
11. if in a member state of the EEA, it is a Qualified Investor;
12. it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
13. if a financial intermediary, as that term is used in Regulation 7(4) of the POATR, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or a member state of the EEA which has implemented the Prospectus Regulation or POATR other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each proposed offer or resale;
14. neither the Admission Document, this Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
15. it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
16. it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing in, from or otherwise involving the United Kingdom;
17. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
18. if the Placee is a natural person, such investor is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for Placing Shares under the Placing and will not be any such person on the date any such Placing (as applicable) is accepted;
19. it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted the Admission Document, this Announcement or any other offering materials concerning the Placing or the Placing Shares to any persons within a jurisdiction in which it would be unlawful to do so, nor will it do any of the foregoing;
20. it acknowledges that neither of the Joint Bookrunners nor any of their respective affiliates or any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of either of the Joint Bookrunners and that neither of the Joint Bookrunners has any duties or responsibilities to it for providing protection afforded to its clients or for providing advice in relation to the Placing;
21. that, save in the event of fraud on the part of either of the Joint Bookrunners, or in respect of any liability which cannot be excluded under FSMA, neither of the Joint Bookrunners nor their respective ultimate holding company, nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective directors, members, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of either of the Joint Bookrunners' role as broker and bookrunner or otherwise in connection with the Placing and that where any such responsibility or liability nevertheless arises as a matter of law the Placee and, if relevant, its clients, will immediately waive any claim against any of such persons which the Placee or any of its clients may have in respect thereof;
22. it acknowledges that where it is subscribing for Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Announcement; and (iii) to receive on behalf of each such account any documentation relating to the Placing (as applicable) in the form provided by the Company and/or the Joint Bookrunners. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;
23. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to subscribe for and will make payment for the Placing Shares allocated to it in accordance with these terms and conditions on the due time and date set out herein against delivery of such Placing Shares or Depositary Interests representing such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the relevant Joint Bookrunner (or its assignee) may in its discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and applicable interest and may be required to bear any transfer taxes due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;
24. it irrevocably appoints any director of the Company and/or any authorised representative of either of the Joint Bookrunners to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Placing Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;
25. the exercise by the Joint Bookrunners or the Company of any rights or obligations under the Placing Agreement shall be within their absolute discretion and the Joint Bookrunners and the Company need not have any reference to any Placee and it accepts that if the Placing does not proceed or the relevant Conditions to the Placing Agreement are not satisfied for any reason whatsoever then none of the Joint Bookrunners nor the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
26. in connection with its participation in the Placing, it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in the POATR, FSMA and UK MAR in respect of anything done in, from or otherwise involving, the United Kingdom);
27. if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;
28. it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime (Money Laundering) and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
29. it is not a person (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (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 (together the "Sanctions") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Sanctions. If within a reasonable time after a request for verification of identity, the Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Joint Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
30. it has not, in connection with the Placing, engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 and it has instituted, maintained and enforced policies and procedures designed to prevent bribery;
31. it acknowledges that due to anti-money laundering requirements and the countering of terrorist financing, the Joint Bookrunners and the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, the Joint Bookrunners and the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify the Joint Bookrunners and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been requested has not been provided by it in a timely manner;
32. if it has received any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of UK MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;
(b) used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the information being made publicly available;
33. if in the United Kingdom, unless otherwise agreed by the Joint Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and not with a view to resale or distribution;
34. it undertakes to each of the Joint Bookrunners at the time of making its commitment to acquire Placing Shares that it will confirm in writing to the Joint Bookrunners in the form of confirmation sent by the Joint Bookrunners or either of them to Placees the number of Placing Shares it intends to acquire;
35. the rights and remedies of the Company and the Joint Bookrunners under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others;
36. it is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Placing Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Joint Bookrunners (or either of them) or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with its acceptance of participation in the Placing;
37. it acknowledges and agrees that information provided by it to the Company or the Registrar will be stored on the Registrar's computer system and in hard copy. It acknowledges and agrees that for the purposes of the UK GDPR and the Data Protection Act 2018 and other relevant data protection legislation which may be applicable (together the "Data Protection Law"), the Registrar is required to specify the purposes for which it will hold personal data. The Registrar will only use such information for the purposes set out below (collectively, the "Purposes"), being to:
(a) process its personal data (including sensitive personal data) as required by or in connection with its holding of Placing Shares, including processing personal data in connection with credit and money laundering checks on it;
(b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Placing Shares;
(c) provide personal data to such third parties as the Registrar may consider necessary in connection with its affairs and generally in connection with its holding of Placing Shares or as the Data Protection Law may require, including to third parties outside the United Kingdom or the EEA; and
(d) without limitation, provide such personal data to the Company, the Joint Bookrunners and their respective associates for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA;
38. in providing the Registrar with information, it hereby represents and warrants to the Registrar that it has obtained the consent of any data subjects to the Registrar and its associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the purpose set out in paragraph (a) above);
39. the Joint Bookrunners and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to them;
40. the representations, undertakings and warranties given by such Placee contained in this Announcement are irrevocable. It acknowledges that the Joint Bookrunners and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify the Joint Bookrunners and the Company;
41. where it or any person acting on behalf of it is dealing with the Joint Bookrunners, any money held in an account with either of the Joint Bookrunners, on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require the Joint Bookrunners to segregate such money, as that money will be held by the Joint Bookrunners under a banking relationship and not as trustee;
42. any of its clients, whether or not identified to the Joint Bookrunners will remain its sole responsibility and will not become clients of the Joint Bookrunners or either of them for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
43. it accepts that the allocation of Placing Shares shall be determined by the Joint Bookrunners (in consultation with the Company to the extent lawful and practicable) in its absolute discretion and that such person may scale down any Placing commitments for this purpose on such basis as it may determine;
44. time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing;
45. it will indemnify on an after-tax basis and hold the Company, each of the Joint Bookrunners, their respective affiliates, its and their respective Representatives and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the acknowledgements, confirmations, undertakings, representations, warranties and agreements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
Supply and disclosure of information
If either of the Joint Bookrunners, the Registrar or the Company or any of their respective agents request any information about a Placee's agreement to subscribe for Placing Shares under the Placing, such Placee must promptly disclose it to them.
Market Abuse Regulation
Market soundings, as defined in UK MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by UK MAR. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
Miscellaneous
The agreement to allot and issue the Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Neither the Company nor the Joint Bookrunners nor any of their respective affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances. Such agreement is subject to the representations, warranties and further terms above.
The rights and remedies of the Joint Bookrunners, the Registrar and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally, his nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.
Each Placee agrees to be bound by the Articles once the Placing Shares, which the Placee has agreed to subscribe for pursuant to the Placing, have been acquired by the Placee. The contract to subscribe for Placing Shares under the Placing and the appointments and authorities mentioned in this Announcement and all disputes and claims arising out of or in connection with its subject matter or formation (including any non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Joint Bookrunners, the Company and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.
In the case of a joint agreement to subscribe for Placing Shares under the Placing, references to a Placee in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.
The Joint Bookrunners and the Company expressly reserve the right to modify the terms of the Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined. The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated.
Appendix 2 - DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise:
|
Admission |
admission of the entire issued and to be issued share capital of the Company to trading on AIM |
|
Admission Document |
the admission document published by the Company on 31 July 2026 |
|
AIM |
the market of that name operated by the London Stock Exchange |
|
Announcement |
this announcement, including the attached Appendix 1 and Appendix 2 and the terms and conditions set out herein |
|
Application |
refers to the application made to the London Stock Exchange for Admission |
|
Axis Capital |
Axis Capital Markets Limited |
|
Bookbuild |
an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix 1 to this Announcement and the Placing Agreement |
|
Company |
Vast Resources plc |
|
Conditions |
has the meaning given to it in Appendix 1 to this Announcement |
|
Consolidation |
the proposed consolidation of every 25 existing ordinary shares in the Company of £0.001 each into 1 new ordinary share of £0.025 |
|
CREST |
the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear |
|
Directed Selling Efforts |
means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Appendix, include, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Placing Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering |
|
EEA |
the European Economic Area |
|
EU Target Market Assessment |
product approval process, which has determined that the securities the subject of the Fundraise are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II |
|
FCA |
the Financial Conduct Authority in the United Kingdom |
|
Forward-looking statements |
refers to, together, certain forward-looking statements and information within the meaning of applicable securities laws |
|
FSMA |
the Financial Services and Markets Act 2000, as amended |
|
Fundraise |
the Placing, the Subscription and the Retail Offer |
|
General Meeting or GM |
the general meeting of the Company to be held on 18 August 2026, at which the Resolutions will be proposed |
|
Group |
the Company and its subsidiary undertakings |
|
Issue Price |
the price at which each New Ordinary Share will be issued being £0.0025 per Placing Share (on a pre-Consolidation basis) and £0.0625 per Placing Share (on a post-Consolidation basis) |
|
Joint Bookrunners |
refers to Shore Capital and Axis Capital, as joint bookrunners for the Placing |
|
London Stock Exchange |
London Stock Exchange plc |
|
Long Stop Date |
31 August 2026 |
|
MiFID II |
EU Directive 2014/65/EU on markets in financial instruments |
|
MiFID II Product Governance Requirements |
refers to, together, the EU Directive 2014/65/EU on |
|
New Ordinary Shares |
together the Placing Shares, the Subscription Shares and the Retail Offer Shares |
|
Notice |
the notice convening the General Meeting as set out in the Admission Document |
|
Order |
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended |
|
Ordinary Shares |
ordinary shares of £0.001 each in the issued share capital of the Company prior to the Consolidation becoming effective and having a nominal value of £0.025 each upon the Consolidation becoming effective |
|
Placee |
any person (including individuals, funds or otherwise) by |
|
Placing |
the non-pre-emptive placing of the Placing Shares at the Issue Price to certain institutional and other investors, to be carried out by way of the Bookbuild |
|
Placing Agreement |
an agreement dated 31 July 2026 between the Joint Bookrunners, the Company and the Directors |
|
Placing Shares |
the new Ordinary Shares to be issued under the Placing |
|
POATR |
the Public Offers and Admissions to Trading Regulations 2024 |
|
Qualified Investors |
persons in such member states who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation |
|
Registrar |
Share Registrars Limited |
|
Regulations |
the Criminal Justice Act 1993, Articles 8, 10 and 12 of MAR, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof |
|
Relevant Persons |
persons to whom this Announcement is addressed, that are qualified investors within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 and who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 Order 2005, as amended (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) to persons to whom it may otherwise be lawful to communicate it |
|
Representatives |
in relation to any person, its directors, officers, employees, agents and professional advisers |
|
Resolutions |
the resolutions set out in the Notice |
|
Restricted Jurisdiction |
any jurisdiction in which release publication or distribution of this Announcement would be unlawful including the United States of America, Canada, Australia, New Zealand, Japan and the Republic of South Africa |
|
Retail Offer |
a non-pre-emptive retail offer via the BookBuild platform to raise gross proceeds of up to £300,000 |
|
Retail Offer Shares |
the new Ordinary Shares to be issued at the Issue Price pursuant to the Retail Offer |
|
Shore Capital |
Shore Capital Stockbrokers Limited |
|
Subscriber |
the investor parties to the Subscription Agreements |
|
Subscription |
the proposed direct subscription for the Subscription Shares at the Issue Price pursuant to the Subscription Agreements |
|
Subscription Agreements |
the various subscription deeds between the Company and each of the Subscribers in respect of the Subscription |
|
Subscription Shares |
new Ordinary Shares to be issued pursuant to the Subscription Agreements |
|
UK MAR |
assimilated Regulation (EU) No 596/2014, including the |
|
UK Product Governance Requirements |
the product governance requirements contained within chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook |
|
UK Target Market Assessment |
a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels |
|
US Securities Act |
the U.S. Securities Act of 1933, as amended |
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