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Stratex Int PLC (ORR)

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Tuesday 12 June, 2018

Stratex Int PLC

Cameroon Option Agreement and Proposed Placing

RNS Number : 0764R
Stratex International PLC
12 June 2018
 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).  IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

 

 

Stratex International Plc

 

('Stratex' or 'the Company')

 

Stratex Enters into Cameroon Option Agreement and

Proposed Placing to Raise a Minimum of £1m to Fund Exploration

 

Stratex, the AIM-quoted gold-focused exploration and development company in Turkey and Africa announces that it has entered into a conditional option agreement (the 'Option Agreement') with Bureau d'Etudes et d'Investigations Géologico-minières, Géotechniques et Géophysiques SARL ('BEIG3'), a well-established Cameroonian company with strong in-country technical and logistic support, for its two early-stage gold exploration projects, Bibemi and Wapouzé, in north Cameroon (the 'Projects').  

 

To support the Company's ongoing exploration programme, Stratex intends to raise a minimum of £1m and up to £1.25m via an issue of ordinary shares (the 'Placing') at an expected price of 0.5 pence per share ('Placing Price'), which will primarily be used to progress the Projects and, together with the Company's existing cash, to support Stratex's other projects and for general working capital.

 

The Placing Shares are being offered by way of an accelerated bookbuild ('Bookbuild') on the Company's behalf by the Company's sole bookrunner, Turner Pope Investments (TPI) Ltd ('Turner Pope' or 'TPI'). The Bookbuild will be launched immediately following this announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement. The timing of the closing of the Bookbuild and the final number and allocation of new ordinary shares to be issued at the Placing Price are to be determined at the discretion of the Company and Turner Pope. A further announcement will be made following closing of the Placing, confirming the final details of the Placing. Further details of the Bookbuild can be found below.

 

Highlights

 

-     Option Agreement signed with BEIG3 to earn-up to a 90% interest in the Projects. Under the terms of the agreement:

Stratex can earn an initial 51% of the Bibemi and Wapouzé projects by funding US$1.56m on exploration over 2 years ('First Option') - minimum commitment of US$0.56m within the first year;

o  Stratex can earn up to a further 39% (for a total 90%) interest in the Projects for further exploration expenditure of US$1.56m (or completion of a pre-feasibility study on one of the projects) over subsequent 2 years ('Second Option');

BEIG3 to retain 10% free carried interest in Projects up to completion of Second Option or a pre-feasibility study on one of the projects

-     Stratex to manage the project and BEIG3 will provide consulting and operational/logistics support via a technical support agreement;

-     Certain conditions need to be fulfilled including completion of the Placing;

-     The Placing proceeds will be used to earn-in to the two early-stage gold exploration projects in Cameroon.

 

Tim Livesey, CEO of Stratex, commented:

 

"We are delighted to have entered into this option agreement with BEIG3 for what are exciting early-stage exploration targets in Cameroon. BEIG3 formerly held the Projects in a JV with TSX-quoted Reservoir Minerals Inc, of which I was COO until 2016 when it was sold to Nevsun, but these have recently been returned 100% to BEIG3 and so we look forward to picking-up where Reservoir left off. This earn-in to early-stage projects in West Africa is wholly in line with the Company's stated strategy, outlined earlier this year, and entirely complements management's regional expertise and experience." 

 

The Projects

 

The Bibemi (202 km2) and Wapouzé (181km2) licences, held by BEIG3's wholly-owned subsidiary Reservoir Minerals (BVI) Cameroon, are located in north Cameroon. The Bibemi licence has a renewal date of April 2019 and renewal of the Wapouzé licence until 2020 is under application.

 

Surface exploration (predominantly stream sediment, soil, rock and trench sampling) on the Bibemi project to date has focused on the central Bakassi area of the licence where gold is predominantly hosted in quartz veins which can be discontinuous and irregular. Three parallel mineralised trends were identified on the licence by former operator Reservoir Minerals Inc. ('Reservoir'), over a strike distance of c.20km. During its due diligence, Stratex noted that 7,744 trench samples were assayed for gold and the best results previously reported by Reservoir included 14m @ 1.00g/t Au to 6.2m @ 8.05g/t Au (Reservoir announcement dated 18 November 2014).

 

The earlier stage Wapouzé licence is located 20km north of Bibemi and the main gold anomaly is located in the east of the licence. Reservoir conducted 1.5/ km2 stream sediment sampling between 2011 and 2015 and results (269 out of 573 samples analysed) included 14 samples >10ppb Au, 6 samples >25ppb Au and 3 samples >50ppb Au. The main anomalous structure follows the same orientation as at Bibemi and additional zones showing signs of mineralisation have been identified for follow-up.

The work plan under the US$1.5m budget for the first stage option includes infill trenching at Bakassi to better define key gold anomalies and identify drill targets. Drilling to target key anomalies will be subject to a full project evaluation. At Wapouzé, Stratex intends to conduct detailed mapping and reconnaissance soil and rock sampling and trenching in order to define areas of more concentrated gold anomalies which can subsequently be drilled.

 

BEIG3 is in partnership with BRGM-France (French Geological Survey) and GTK-Finland (Finnish Geological Survey) in carrying out Geological Mapping, Geochemical Prospection and the establishment of a Geological and Mining Information System in Cameroon, in the framework of the 'Project to Strengthen Capacity in the Mining Sector' (PRECASEM). PRECASEM, the Institution placed under the care of the Ministry of Mines, Industry and Technological Development in Cameroon, will release data later this year.

 

For further information on the Cameroon projects, please see our latest corporate presentation: https://www.stratexinternational.com/investors/reports-presentations/  

 

Further Details on the Option Agreement

 

Under the terms of the Option Agreement, Stratex will earn an initial 51% of both Projects by funding US$1.56m of exploration over the next two years (the 'First Option'). Thereafter, Stratex can earn a further 39% for an additional U$1.56m exploration expenditure, or on the completion of a pre-feasibility study on at least one of the Projects, over the subsequent two years (the 'Second Option'). BEIG3 will retain a 10% free carried interest in both projects up to completion of the Second Option or the completion of a pre-feasibility study on at least one of the Projects.

 

Stratex and BEIG3 will form a JV company managed by a committee, comprising three representatives of Stratex and two representatives of BEIG3 following exercise of the First Option, that will hold and operate the Projects.

 

Stratex will manage the exploration programme and BEIG3 will provide operational and logistical support via a technical services agreement.

 

The Proposed Placing                                                                          

 

The Company intends to raise minimum funds of £1m before expenses (the 'Proceeds'), and up to £1.25m, at an expected price of 0.5 pence per new ordinary share of 0.1 penny each. The Directors expect that, pursuant to the Placing, Turner Pope will place up to 250,000,000 new Ordinary Shares (the 'Placing Shares'), representing approximately 34.9 per cent of the anticipated issued share capital of the Company as enlarged by the Placing.

 

The proposed Placing Price represents a discount of 19% to the 30 day volume weighted average price ('VWAP') of the Company's Ordinary Shares up to close of market on 11 June 2018. The Placing Shares will rank pari passu with the existing ordinary shares of 0.1 pence each ('Ordinary Shares') in issue. The Company has existing shareholder authorities to issue and allot the Placing Shares on a non-pre-emptive basis.

 

Certain directors and PDMR's of the Company have indicated that they currently intend to subscribe for new ordinary shares in the Placing on the same terms as the other investors.

 

The Proceeds will be used to advance an earn-in Option Agreement the Company has signed with BEIG3 for its Bibemi and Wapouzé gold exploration projects in north-eastern Cameroon and, together with the Company's existing cash of approximately £1.3m as at 1 June 2018, to support Stratex's other projects and for general working capital. The Placing is conditional upon admission to trading on AIM ('Admission') of the Placing Shares and receipt of the Proceeds by Stratex.

 

For conducting the Placing, the Company will also issue up to 5,000,000 Ordinary Shares at the Placing Price to Turner Pope ('Commissioned Shares') and up to 15,000,000 warrants for new Ordinary Shares exercisable at a price per ordinary share equivalent to the Placing Price ('Broker Warrants') on completion of the Placing. The Broker Warrants will be exercisable at any time in the three years after issue. No application will be made for the Broker Warrants to be admitted to trading on AIM. Both the Commissioned Shares and shares issued pursuant to the Broker Warrants will have a 6 month lock-in from the date of issue.

 

Application will be made for the Placing Shares and the Commissioned Shares to be admitted to trading on AIM.

 

 

For further information please visit www.stratexinternational.com, @StratexPLC on Twitter, 

or contact:

 

 

Stratex International Plc

Tel: +44 (0)20 830 9650

Tim Livesey / Claire Bay




Camarco (IR/PR Contact)

Tel: +44 (0)20 3757 4980

Gordon Poole / Nick Hennis / Monique Perks




Grant Thornton UK LLP

Tel: +44 (0)20 7383 5100

Samantha Harrison

 

Hannam & Partners

Tel: +44 (0)20 7907 8500

Neil Passmore / Andrew Chubb


Turner Pope Investments (TPI) Ltd

Tel: +44 (0)2036214120

Ben Turner / James Pope / Andy Thacker


 

 

Notes to Editors:

 

Since listing in 2006, Stratex has discovered more than 2.2 million ounces of gold and 7.09 million ounces of silver, as well as 186,000 tonnes of copper. The Company owns an exciting exploration project in Senegal on which it has signed an option earn-in agreement with IAMGOLD and 14.87% of a copper-gold project at feasibility stage in Turkey, which will likely default to a 1.2% (post-Turkish tax) royalty position during 2018. The Company also has significant interests in Thani Stratex Resources Ltd and Tembo Gold Corp. for their exploration projects in Djibouti and Egypt, and Tanzania respectively. The Company is currently pursuing value-accretive opportunities within its existing portfolio as well as identifying new value-appropriate projects in Africa and Europe.

 

Competent Persons Statement

 

The information in this release that relates to Exploration Results is based on information compiled on behalf of the Company by Claire Bay (Group Manager - Corporate and Project Development). Claire Bay (MGeol, CGeol, EurGeol, FIMMM) is a Competent Person as defined as defined in the JORC code and takes responsibility for the release of this information. The exploration on the Cameroon Project was carried out by Reservoir, and the results were disclosed by Reservoir in accordance with the requirements of National Instrument 43-101 (Reservoir News Release on SEDAR dated 18th November, 2014). Claire Bay has reviewed the information in this announcement and confirms that she is not aware of any new information or data that materially affects the information included in the original Reservoir news release and reproduced here.

 

 

IMPORTANT INFORMATION

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by TPI or by its Affiliates as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company nor does it advise persons to do so in any jurisdiction, nor shall it, or any part of it (other than the Appendix in relation to Placees) form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the New Ordinary Shares and the Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, New Zealand, Russia, the Republic of South Africa, or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, New Zealand, Russia, the Republic of South Africa or Japan.

The distribution or transmission of this Announcement and the offering of the New Ordinary Shares and the Offer Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company or TPI that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and TPI to inform themselves about, and to observe, such restrictions. In particular, this announcement may not be distributed, directly or indirectly, in or into the United States, Canada, New Zealand, Russia, the Republic of South Africa, Australia or Japan. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.

This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could", "indicative", "possible" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Grant Thornton UK LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting as the Company's nominated adviser in connection with the Placing and as nominated adviser its responsibilities under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and not to any other person in respect of his decision to acquire Ordinary Shares in reliance on any part of this announcement. Grant Thornton UK LLP will not be responsible to any person other than the Company for providing the protections afforded to clients of Grant Thornton UK LLP or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Grant Thornton UK LLP is not making any representation or warranty, express or implied, as to the contents of this Announcement. Grant Thornton UK LLP has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Grant Thornton UK LLP for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

TPI, which is authorised and regulated by the FCA in the United Kingdom, is acting as broker to the Company in connection with the Placing and its responsibilities as the Company's Broker under the AIM Rules for Companies are owed to the London Stock Exchange and not to any other person in respect of his decision to acquire Ordinary Shares in reliance on any part of this announcement. TPI will not be responsible to any person other than the Company for providing the protections afforded to clients of TPI or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. TPI is not making any representation or warranty, express or implied, as to the contents of this Announcement. TPI has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by TPI for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

The New Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings agreements and acknowledgements contained in the Appendix. The Company, TPI and its Affiliates will rely upon the truth and accuracy of the representations, warranties, undertakings, agreements and acknowledgements contained in the Appendix.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Arden will only procure investors who meet the criteria of professional clients and eligible counterparties but TPI will procure investors who meet the criteria of retail clients, professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION FOR PLACEES ONLY CONCERNING THE PLACING

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, RUSSIA OR ANY OTHER JURISDICTION IN OR INTO WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMENDED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(a) TO (d) OF THE FPO OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing (as defined below) is being made solely outside the United States to persons in offshore transactions (as defined in Regulation S) meeting the requirements of Regulation S. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa, New Zealand, Russia or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by TPI, or any of their respective Affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

Any indication in this Announcement of the price at which the Existing Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral and/or written legally binding offer to subscribe for Placing Shares is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES. NEITHER THE COMPANY NOR TPI WILL GIVE ANY ADVICE TO ANY PLACEE AS TO ANY ASPECT OR CONSEQUENCE OF THE PLACING.

Details of the Placing Agreement and the Placing Shares

TPI has entered into the Placing Agreement with the Company under which it has agreed to use its reasonable endeavours to procure Placees to subscribe for the Placing Shares in the Placing on the terms and subject to the conditions set out therein. TPI are acting as agents of the Company and for no one else in connection with the Placing.

Subject to fulfilment or, where applicable, waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under the "Right to terminate", the Placing Shares will be allotted and issued to the Placees on Admission.

The Placing is not being underwritten.

The Placing Shares will, when issued, be subject to the Articles of the Company, credited as fully paid and rank pari passu in all respects with each other and with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Admission to Trading on AIM

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to AIM. Subject to the satisfaction of the Conditions, it is expected that Admission will take place and dealings in the New Ordinary Shares will commence on AIM at 8.00 a.m. on 19 June 2018.

Bookbuild

Commencing today, TPI will be conducting an accelerated bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, TPI, with the agreement of the Company, will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may determine in its sole discretion. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares. The Placing is not being underwritten.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing is by invitation only and will only be available to persons who are Relevant Persons and who may lawfully be, and are, invited to participate by TPI. TPI and its Affiliates are entitled to participate as Placees in the Bookbuilding Process.

The book for the Placing will open with immediate effect. The Bookbuilding Process is expected to close not later than 5.30 p.m. (London) today but may be closed at such earlier or later time as TPI, in its absolute discretion, determines. Further announcements will be made following the closure of the Bookbuilding Process detailing the results of the Bookbuilding Process.

A bid in the Bookbuilding Process may only be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with TPI's consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at TPI. TPI will contact and confirm orally to its successful Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. TPI's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's Articles. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by TPI. The terms of this Appendix will be deemed incorporated in that trade confirmation.

TPI reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. TPI also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of TPI.

Each Placee's obligations will be owed to the Company and to the TPI. Following the oral confirmation referred to above, each Placee will have, an immediate, separate, irrevocable and binding obligation, owed to TPI (as settlement agent) and to the Company to pay to TPI (or as TPI may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.

To the fullest extent permissible by law, none of the Company, TPI, any of their respective Affiliates nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Company, TPI nor any of their respective Affiliates nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of the conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as TPI, with the agreement of the Company, may in its sole discretion determine.

All obligations of TPI under the Placing will be subject to fulfilment of the Conditions.

Conditions of the Placing

The Placing has not been underwritten and is conditional, inter alia, upon:

(a)        the Placing Agreement becoming unconditional in all respects (other than Admission) and not having been terminated in accordance with its terms; and

 

(c)        Admission occurring by not later than 8:00 a.m. on 19 June 2018 (or such later time and/or date as the Company and the TPI may agree, being not later than 4:30 p.m. on 17 July 2018).

If the Conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by TPI), the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither nor TPI, nor its Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition.

The Placing is conditional on the completion of the Subscription.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under the heading "Right to terminate".

Right to terminate

TPI may, at any time before Admission and in its absolute discretion, terminate the Placing with immediate effect in certain circumstances including, among other things:

1.   if any warranty given by the Company in the Placing Agreement, was, when given or becomes, untrue, inaccurate, misleading, or

2.   there has occurred any development which may result in a material adverse change in, the financial position or condition (financial, operational, regulatory, legal or otherwise), earnings, business, assets, management, operations, properties or performance or prospects of the Group or any development which may result in a material adverse change in, national or international political, military (including an outbreak or escalation of hostilities) diplomatic, economic, financial or market conditions and/or act of God; or

3.   trading is suspended in securities generally on the London Stock Exchange or any other major financial market or trading is limited or minimum or maximum prices or have been required on any such exchange by any of such exchanges or by such system or by order of any governmental authority; or

4.   a banking moratorium is declared in the UK; or

5.   there is material disruption to any commercial banking, or securities settlement services in the UK or any other EEA State.

By participating in the Placing, each Placee agrees with TPI that the exercise by TPI of any right of termination or other discretion under these terms and conditions shall be within the absolute discretion of TPI and that TPI need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither TPI nor any of its respective Affiliates nor any person acting on their behalf shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

 

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive and/or FMSA) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service.

Each Placee, by accepting a participation in the Placing, confirms to TPI and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of TPI (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any TPI Affiliate, any persons acting on their behalf or the Company and none of TPI, any TPI Affiliate, the Company's Affiliates nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with TPI that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. TPI, as settlement agent, reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

The expected timetable for settlement will be as follows:

Trade Date:

12 June 2018

Settlement Date:

19 June 2018

ISIN Code:

GB00BOT29327

SEDOL:

BOT2932

Deadline for input instruction into CREST:

14 June 2018

CREST ID:

842

 

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee and settlement instructions. Placees should settle against the CREST ID shown above. Subject to satisfaction of the Conditions, it is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with TPI.

It is expected that settlement will take place on the Settlement Date shown above on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by TPI.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, TPI may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for its own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither of the TPI shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1.   represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing and the issue of the Placing Shares will be governed by the terms of this Announcement (including this Appendix);

2.   acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuilding Process, the Placing or the Placing Shares;

3.   agrees to indemnify on an after-tax basis and hold harmless each of the Company and TPI and each of their respective Affiliates and any person acting on their behalf from any and all costs, losses, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

4.   acknowledges that the Placing Shares will be admitted to AIM and the Company is therefore required to publish certain business and financial information in accordance with AIM Rule 26 and other applicable laws and regulations (the "Exchange Information"), which includes a description of the nature of the Company's business, the Company's most recent annual report and interim financial statements, the most recent admission document, and the Company's announcements and circulars published in the past 12 months', and that the Placee is able to obtain or access this Exchange Information without undue difficulty and is aware of the contents of this Exchange Information;

5.   acknowledges that neither TPI nor the Company nor any of their Affiliates nor any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company (other than this Announcement); nor has it requested either of the TPI, the Company or any of their respective Affiliates or any person acting on their behalf to provide it with any such material or information;

6.   acknowledges that (i) neither TPI nor the Company nor any of their respective Affiliates nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of TPI and that TPI does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor for the exercise or performance of any of their rights and obligations hereunder including any rights to waive or vary any conditions or exercise any right of termination, and (ii) neither it nor, as the case may be, its clients expect TPI to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that TPI are not acting for it or its clients, and that TPI will not be responsible to any person for providing protections afforded to its clients;

7.   represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any other information or representations made to it, express or implied, with respect thereto;

8.   acknowledges that: (a) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (b) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing; and (c) it has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations and has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved;

9.   unless paragraph 10 applies, represents and warrants that it has neither received nor relied on any inside information (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in accepting its invitation to participate in the Placing;

10.  acknowledge and agrees that, if it has received any inside information (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Bookbuild and the Placing, it confirms that it has received such information within the market soundings regime provided for in Article 11 of MAR and that it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; (c) unlawfully disclosed inside information to any person, prior to the information being made available publically;

11.  acknowledges that it is not entitled to rely on any information (including, without limitation, any information contained in any management or investor presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and in Exchange Information and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement and in Exchange Information;

12.  represents and warrants that (i) it is entitled to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) it has all necessary capacity to commit to its participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in the Company, TPI or any TPI Affiliate, or any of the Company's Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

13.  represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

14.  represents and warrants that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S;

15.  represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

16.  represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of the TPI has been given to such an offer or resale;

17.  represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area, except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;

18.  represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

19.  represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

20.  represents and warrants that it has complied with its obligations: (i) under the Criminal Justice Act 1993 and the Market Abuse Regulation (EU 596/2014); (ii) 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 Counter-Terrorism Act 2008, , the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 1977 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; (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 ((i), (ii), (a) and (b), together, the "Regulations") and rules and guidance on anti-money laundering produced by the Financial Conduct Authority ("FCA") and, if it is 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;

21.  if in a Member State of the EEA (other than the United Kingdom), represents and warrants that it is a qualified investor (within the meaning of Article 2.1 (e) of the Prospectus Directive as applicable to that Member State) acting as principal or on behalf of its own discretionary clients;

22.  if in the United Kingdom, represents and warrants that it is acting as principal or in circumstances to which section 86(2) of FSMA applies and that: (A) (a) it is a qualified investor (as defined in section 86(7) of FSMA) and (b) it is a person: (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO; or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc.") of the FPO; or (iii) falls within Article 43 of the FPO (being, among other things, a member of the Company); or (B) if not a person meeting the criteria of a qualified investor (as defined in Section 86(7) of FSMA), it is a person falling within the criteria set out in paragraphs (i), (ii) or (iii) of sub- paragraph (A) (b) of this paragraph 22; or (C) it is person to whom this Announcement may otherwise lawfully be communicated;

23.  represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;

24.  undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement and with any trade confirmation sent by TPI (or on its behalf) to it in respect of its allocation of Placing Shares and its participation in the Placing on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either of the TPI may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties 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;

25.  acknowledges that neither TPI nor any of its Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither TPI, nor any of its Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any of the representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of TPI's rights and obligations thereunder, including any right to waive or vary any condition or exercise any right of termination contained herein or in the Placing Agreement;

26.  undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither TPI nor any TPI Affiliate nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of TPI which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a DVP basis;

27.  acknowledges that it irrevocably appoints any director of TPI as its agent for the purposes of executing and delivering to TPI and/or the Company's registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

28.  represents and warrants that it is not a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;

29.  represents and warrants that any person who confirms to TPI on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises TPI to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

30.  acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from TPI of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company, nor TPI, nor any TPI Affiliate will be responsible. If this is the case, the Placee should take its own advice and notify TPI accordingly;

31.  acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with TPI, any money held in an account with TPI on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated in accordance with the client money rules and will be used by TPI in the course of its business; and the Placee will rank only as a general creditor of TPI;

32.  acknowledges and agrees that in order to ensure compliance with the Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, TPI or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to TPI or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at TPI's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the absolute discretion of TPI, or the Company's registrars (as the case may be). If within a reasonable time after a request for verification of identity TPI or the Company's registrars (as the case may be) have not received evidence satisfactory to them, TPI may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

33.  acknowledges that the basis of allocation will be determined by TPI at its absolute discretion after consultation with the Company and that the right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

34.  irrevocably authorises TPI or any of its Affiliates to produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

35.  acknowledges and agrees that time is of the essence as regards its obligations under this Appendix;

36.  acknowledges and agrees that any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to TPI;

37.  acknowledges and agrees that it will be bound by the terms of the Articles;

38.  acknowledges and understands that the Company, TPI,TPI's Affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements; and

39.  acknowledges and agrees that these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing and, any non-contractual obligations arising out of or in connection with such arrangements will be governed by and construed in accordance with English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or TPI in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to the Company, TPI and, where relevant, each of their Affiliates and any person acting on their behalf and are irrevocable.

No claim shall be made against the Company, TPI, any of their respective Affiliates or any other person acting on their behalf by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from the exercise of any rights available to it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Placing or Admission.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company, nor TPI nor any of their respective Affiliates will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless each of the Company, TPI and any of their respective Affiliates in the event that any of them has incurred any such liability to stamp duty or stamp duty reserve tax.

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

Times and dates in this Announcement may be subject to amendment. TPI shall notify the Placees and any person acting on behalf of the Placees of any such changes.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that either of TPI or any of its respective Affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

The rights and remedies of the Company, TPI and their respective Affiliates 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 or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to TPI and, if so, undertakes to provide:

1.   if he is an individual, his nationality; 

2.   if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; and

3.   such other "know your client" information as TPI may reasonably request.

References to time in this Announcement are to London time, unless otherwise stated.

 

 

DEFINITIONS

 

The following definitions apply throughout this Announcement unless the context otherwise requires:

''Admission''

the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies

"Affiliates"

in relation to a person each of its holding companies, subsidiaries, branches, associated undertakings and Affiliates (Affiliates having the meaning given in Rule 405 or in Rule 501(b) of the Securities Act, as applicable in the context used) (including, without limitation, joint venture partners) from time to time (and subsidiaries of any such subsidiaries, branches, associated undertakings, Affiliates and holding companies) (including, without limitation, joint venture partners) and each of their and the person's respective officers, directors, supervisory board members, employees, representatives, controlling persons, shareholders and agents from time to time

''AIM Rules for Companies''

the AIM Rules for Companies published by the London Stock Exchange from time to time

"AIM Rules for Nominated Advisers"

the AIM Rules for the Nominated Advisers to AIM companies published by the London Stock Exchange from time to time

''AIM''

the market of that name operated by the London Stock Exchange

"Announcement"

this announcement, including the Appendix

"Appendix"

the appendix to this Announcement

"Articles"

the articles of association of the Company (as amended from time to time)

''Board'' or "Directors''

the directors of the Company or any duly authorised committee thereof

"Business Day"

any day on which banks are usually open for business in England and Wales for the transaction of sterling business, other than a Saturday, Sunday or public holiday

"Capital Raising"

the Placing and the Subscription taken together

"certificated" or "in certificated form"

an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST)

"Company" or "Stratex"

Stratex International Plc

"Conditions"

the conditions of the Placing as set out in the Placing Agreement and summarised in the Appendix to this Announcement

"CREST"

the relevant system (as defined in the CREST Regulations being SI 2001/3755 as amended from time to time) in respect of which Euroclear UK & Ireland is the operator (as defined in the said CREST regulations)

"DVP"

delivery versus payment

"Existing Ordinary Shares" or "Existing Issued Share Capital"

the 467,311,276 Ordinary Shares in issue at the date of this Announcement

"FCA"

the Financial Conduct Authority in the UK or its successor from time to time

"Form of Proxy"

the form of proxy for use by Shareholders in relation to the General Meeting

"FSMA"

the Financial Services and Markets Act 2000, as amended

''Group''

the Company, together with its subsidiary undertakings

"Issue Price"

the price per new Ordinary Share to be determined pursuant to the Bookbuild

"TPI"

TPI

"London Stock Exchange"

London Stock Exchange plc

"MAR"

the Market Abuse Regulation (EU No 596/2014) and all delegated regulations, technical standards and guidance relating thereto

"New Ordinary Shares"

the Placing Shares and the Subscription Shares

"Ordinary Shares"

ordinary shares of 0.1p each in the capital of the Company

"Overseas Shareholders"

holders of Existing Ordinary Shares who are neither resident in, nor have a registered address in, the UK

"Placees"

those persons to be procured by TPI on behalf of the Company to subscribe for the Placing Shares pursuant to the Placing

"Placing"

the proposed placing of the Placing Shares at the Issue Price

"Placing Agreement"

the placing agreement dated 12 June 2018 between the Company and TPI relating to the Placing

"Placing Shares"

the new Ordinary Shares to be issued pursuant to the Placing, the number of which will be determined through the Bookbuild Process

"Prospectus Directive"

the Directive of the European Parliament and of the Council of the European Union 2003/71/EC

"PTM levy"

a flat rate charge of £1.00 on all share trades in excess of £10,000

"Regulation S"

Regulation S promulgated under the Securities Act

"Regulatory Information Service"

has the meaning given to it in the AIM Rules for Companies

"Subscription"

the proposed subscription of Placing Shares by certain Directors and PDMR's of the Company on the same terms as the other Placees

 

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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