TIDMRKH
RNS Number : 0385P
Rockhopper Exploration plc
15 June 2022
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT
NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
15 June 2022
Rockhopper Exploration plc
("Rockhopper" or the "Company")
Proposed Capital Raise
Proposed equity raise of approximately US$ 4.5 million
(approximately GBP3.7 million) by way of a Placing and a proposed
Subscription
and
Open Offer of up to approximately US$5 million (approximately
GBP4.1 million)
The Company today announces its intention to raise approximately
US$4.5 million (approximately GBP3.7 million), before expenses, by
way of a Placing and a proposed Subscription, in each case at an
issue price of 7 pence per Unit (the "Issue Price"). Each Unit
being offered comprises one New Ordinary Share and, for every two
New Ordinary Shares subscribed for, one Warrant. Each Warrant gives
the holder the right to subscribe for one new Ordinary Share at a
price of 9 pence per Ordinary Share (the "Strike Price") at any
time from the issue of the Warrants up to (and including) 5.00 p.m.
on 31 December 2023 (the "Warrant Exercise Period"). The Issue
Price represents a discount of approximately 12.5 per cent. to the
Closing Price of 8 pence per Existing Ordinary Share on 14 June
2022 (being the latest practicable date prior to the release of
this announcement (together with the Appendix, the
"Announcement")).
In addition, the Company is seeking to raise up to approximately
US$5 million (GBP4.1million) through an Open Offer (together with
the Placing and Subscription, the "Capital Raising") pursuant to
which Units will be offered to existing Shareholders at the Issue
Price. If the Resolutions to (i) allot shares (or rights to
subscribe for or to convert any security into shares) and, (ii)
disapply pre-emption rights are not approved by Shareholders at the
2022 Annual General Meeting, the Open Offer will not complete.
The proceeds from the proposed Placing and Subscription are
expected to provide the Company with sufficient working capital to
the end of June 2023. Any additional proceeds from the Open Offer
would provide working capital beyond this period depending on the
amount raised.
Subject to demand from potential investors to participate in the
Placing and the existing authorities granted at the 2021 Annual
General Meeting, the Directors have reserved flexibility to
increase the size of the Placing. The Placing is being conducted
through an accelerated bookbuild process (the "Bookbuild"), which
will be launched immediately following this Announcement and will
be made available to new and existing eligible institutional
investors. The Placing is subject to the terms and conditions set
out in the Appendix to this Announcement. Canaccord Genuity Limited
("Canaccord") and Peel Hunt LLP ("Peel Hunt") are together acting
as joint bookrunners (the "Joint Bookrunners") in relation to the
Placing. The Bookbuild is expected to remain open until 9 p.m. on
15 June 2022, however this remains subject to change at the
discretion of the Joint Bookrunners (in consultation with the
Company).
The Directors, have indicated an intention to subscribe for
Units, pursuant to the Subscription at the Issue Price, which would
raise gross proceeds of approximately US$190,000 in aggregate.
The Company considers it important that existing Shareholders
who are not able to take part in the Placing or the Subscription
are given an opportunity to participate in the Capital Raising. The
Company will therefore provide Qualifying Shareholders with the
opportunity to subscribe for Units, comprising of Open Offer Shares
and Warrants, at the Issue Price pursuant to an Open Offer, to
raise gross proceeds of up to approximately US$5 million
(approximately GBP4.1 million) if fully taken-up. The Open Offer
will include an excess application facility to enable Qualifying
Shareholders to apply for additional Units in excess of their
entitlements under the Open Offer. Completion of the Open Offer
will be conditional upon, among other things, the approval by the
Company's Shareholders of resolutions to grant the Directors of the
Company authority to (i) allot shares or rights to subscribe for or
to convert any security into shares, and (ii) disapply pre-emption
rights (the "Resolutions") at the annual general meeting of the
Company expected to be held on 28 June 2022 (the "2022 Annual
General Meeting").
If the Resolutions are not approved by Shareholders at the 2022
Annual General Meeting, the Open Offer will not complete. The
Directors consider the terms of the Capital Raising (described in
more detail below) to be in the best interests of Shareholders and
of the Company as a whole. Accordingly, the Directors unanimously
recommend that Shareholders vote in favour of the Resolutions at
the 2022 Annual General Meeting to be held on 28 June 2022.
Details on how to vote at the 2022 Annual General Meeting are
set out in the Notice of Annual General Meeting published by the
Company on 6 June 2022, which can be found on the Company's website
(www.rockhopperexploration.co.uk).
Sam Moody, CEO of Rockhopper Exploration plc said:
"The strategy and focus of the Board is to maximise the
likelihood of project sanction at Sea Lion. At current oil prices,
the Board believes the potential value creation to Shareholders by
sanctioning Sea Lion, a 500 million barrel oil field with
significant upside, is highly material. In order to pursue this
strategy, the Company requires sufficient funding to pay its
reduced corporate costs, licence fees, costs associated with the
completion of the Navitas Transaction and various other costs not
covered under the Navitas loan agreement. The proposed equity raise
helps us achieve that while we focus on the ultimate prize of Sea
Lion project sanction."
Capital Raising - Further Information
-- For the avoidance of doubt, the Capital Raising is not being
underwritten by the Joint Bookrunners or any other party, whether
as to settlement risk or otherwise.
-- The Company intends to issue the Placing Units (including
both the Placing Shares and the Placing Warrants) by way of a
non-pre-emptive cashbox placing.
-- The timing for the close of the Bookbuild shall be at the
discretion of the Joint Bookrunners, in consultation with the
Company.
-- Allocation of the Placing Units shall be determined by the
Company in consultation with the Joint Bookrunners.
-- At the Company's 2021 Annual General Meeting held on 29 June
2021, the Directors were granted authorities to allot shares or
rights to subscribe for or to convert any security into shares
under section 551 of the Act. This authority is sufficient to
enable the Company to allot and issue the full amount of Placing
Units pursuant to the Placing and the Subscription Units pursuant
to the Subscription. The Company is scheduled to hold its 2022
Annual General Meeting on 28 June 2022, at which the Company is
proposing Resolutions to grant the Directors authority to (i) allot
shares or rights to subscribe for or to convert any security into
shares under section 551 of the Act, and (ii) disapply pre-emption
rights under section 570 of the Act. If passed, these Resolutions
would be sufficient to enable the Company to allot and issue the
full amount of Open Offer Units to be issued pursuant to the Open
Offer. If the Resolutions are not approved by Shareholders at the
2022 Annual General Meeting, the Open Offer will not complete.
-- The Placing and the proposed Subscription are conditional upon:
o First Admission becoming effective by not later than 8.00 a.m.
on 20 June 2022 or such later date as may be agreed by the Company
and the Joint Bookrunners; and
o the Placing and Open Offer Agreement becoming unconditional
with respect to First Admission and not having been terminated by
the Joint Bookrunners in accordance with its terms.
-- The Open Offer is further conditional upon, among other things:
o the Resolutions being passed by Shareholders at the 2022
Annual General Meeting; and
o Second Admission becoming effective.
-- The Placing and the proposed Subscription are not conditional
upon completion of the Open Offer. It is therefore possible that
the Placing and the proposed Subscription proceed, but the Open
Offer does not.
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
-- The Company expects to publish a circular (the "Circular") in
connection with the Open Offer following the closure of the
Bookbuild. Full details, including terms and conditions, of the
Open Offer will be included in the Circular. Please note that
subscription for Units under the Placing will not carry any
entitlement to subscribe for New Ordinary Shares or Warrants under
the Open Offer.
-- Applications will be made to the London Stock Exchange for
the New Ordinary Shares to be admitted to trading on AIM. It is
expected that First Admission will become effective and that
dealings in respect of the Placing Shares and the Subscription
Shares will commence at 8.00 a.m. on 20 June 2022.
-- The Warrants will not be admitted to trading on AIM or on any
other stock exchange. The Warrants are capable of being settled in
CREST. It is currently intended that settlement of Warrants via
CREST will be on the same timetable as settlement of the Placing
Shares and Subscription Shares or the Open Offer Shares, as
applicable. Warrant certi cates in respect of the Warrants issued
pursuant to the Placing will be issued to certi cated holders only
and are currently expected to be dispatched within 14 days of First
Admission.
Current Trading and Prospects
The Company's results for the twelve months ended 31 December
2021 were released on 30 May 2022. A copy of these results can be
found at www.rockhopperexploration.co.uk.
As noted in the Company's results for the twelve months ended 31
December 2021, as at 30 April 2022, the Group had (unaudited) cash
resources of approximately US$3.4 million. There have been no
material changes to the performance of the Group since the
publication of these results.
Recent Events
In April 2022, the Company, Harbour Energy and Navitas announced
that they had signed legally binding definitive documentation in
relation to Harbour Energy exiting and Navitas entering the North
Falkland Basin (the "Navitas Transaction").
The details of the Navitas Transaction (including the proposed
Navitas Loans and the key conditions to the Navitas Transaction)
are set out, along with the future plans for Sea Lion, in the RNS
announcement dated 19 April 2022.
Background to and reasons for the Capital Raising
The strategy and focus of the Board is to maximise the
likelihood of project sanction at Sea Lion. At current oil prices,
the Board believes the potential value creation to Shareholders by
sanctioning Sea Lion, a 500 million barrel oil field with
significant upside, is highly material.
In order to pursue this strategy, the Company requires
sufficient funding to pay its reduced corporate costs, licence
fees, costs associated with the completion of Navitas Transaction
and various other costs not covered under the Navitas loan
agreement, including all costs relating to the South Falkland
licences. The Navitas Loans only become available on completion of
the Navitas Transaction, which requires (among other things) UK
Secretary of State approval and could take a number of months.
As set out in the Company's 2021 Annual Report, the Company had
cash resources of US$4.8 million as at 31 December 2021. As at 30
April 2022, the Company had (unaudited) cash resources of
approximately US$3.4 million. The Company has not raised funds from
Shareholders since 2011.
The Company estimates that additional funding of a minimum of
US$4.5 million (approximately GBP3.7 million) would be sufficient
to run the Company for the next 12 months, by which time the
Company is hopeful that a decision will have been issued by the
panel in relation to the Ombrina Mare Arbitration. Once that
decision is known, the Company will be in a position to better
determine its future funding requirements. See section on
'Rockhopper's Italian Assets' below for further details.
Background to Rockhopper and the Sea Lion Project
The Company is an AIM-quoted oil and gas exploration and
production company based in the UK with key interests in the
Falkland Islands. It was established in 2004 and admitted to
trading on AIM in August 2005. Rockhopper's current market value is
approximately GBP36.6million.
Since 2004, the Company has built a portfolio of licences in the
North Falkland Basin, containing Sea Lion and satellite
discoveries. The Company discovered Sea Lion in May 2010 and went
on to appraise and flow-test the field during the remainder of 2010
and 2011, as operator with a 100 per cent. working interest. Sea
Lion is accordingly well appraised and has been the subject of many
years of sub-surface, facilities engineering and pre-development
work.
Sea Lion has been independently audited on a number of
occasions, including by ERC Equipoise Limited ("ERCE") in 2016, to
contain in excess of 500 mmbbls of recoverable oil on a 2C
Contingent Resource basis, and 900 mmbbls of recoverable oil on a
3C Contingent Resource basis. For comparative purposes, based on
this independent assessment, Sea Lion would be one of the largest
undeveloped oil fields in the UK North Sea if it were located on
the UK continental shelf.
The Company notes that, in May 2022, Navitas separately
commissioned Netherland Sewell & Associates, Inc. (a third
party mineral expert) to conduct its own independent audit of the
contingent and prospective resources of Sea Lion, which followed a
different approach to the ERCE 2016 audit. The results of this
audit indicate higher contingent and prospective resources than
concluded by ERCE in its 2016 audit.
In 2012, the Company farmed down 60 per cent. and operatorship
of its licence interests in the North Falkland Basin, including Sea
Lion, to Premier Oil.
From 2012 to 2021, Premier Oil undertook various pre-development
activities including front end engineering and design and other
studies with the aim of developing the field. Premier Oil submitted
an 'Environmental Impact Assessment' and draft 'Field Development
Plan' to FIG. The 'Environmental Impact Assessment' was accepted by
FIG in 2020. Furthermore, significant efforts were historically
expended to secure financing for the project. The Company estimates
the total cost of the work conducted to date to be in excess of
US$300 million.
In March 2021, Premier Oil was acquired by Chrysaor Holdings
Limited to create Harbour Energy. As part of the acquisition,
Harbour Energy conducted a strategic review of Premier Oil's asset
portfolio and concluded in September 2021 that Sea Lion, amongst
other development assets it was acquiring, was not a strategic fit
for the enlarged business. As a result, Harbour Energy decided to
exit its interests in the Falkland Islands.
About Navitas Petroleum
Navitas is a publicly traded (TASE:NVPT.L) North America focused
oil and gas exploration and production partnership. It has a strong
track record in equity and debt capital markets, having raised
approximately US$1.4 billion since 2017. Its forecast production
for 2022 is over 5,000 boepd.
Navitas has an established asset portfolio, including
conventional onshore production (Neches field and Denbury assets),
robust offshore production (Buckskin project), development stage
assets with a clear path to first production (Shenandoah project)
and high-impact exploration prospects (Block 7, offshore
Canada).
The recent FID for the Shenandoah project is expected to be
transformational for Navitas. In August 2021, Navitas and its
partners in the Shenandoah project raised financing in excess of
US$900 million. Furthermore, in 2021 Navitas raised over US$300
million in corporate debt and equity transactions.
Excluding Sea Lion, Navitas has over 260 million barrels of
2P/2C resources and an existing work programme in place to increase
production to approximately 60,000 bbls/d (net) by 2025. Navitas'
2022 EBITDA is estimated to be in the region of US$60 million and
is projected to increase to approximately US$800 million by
2025.
Navitas boasts an experienced team with a track record of
success in offshore developments. Navitas' Chairman is Mr Gideon
Tadmor, one of the founders and major drivers behind the success of
the Eastern Mediterranean oil and gas sector. As the CEO and
Chairman of Delek Group's upstream companies, Mr Tadmor led the
efforts of world class discoveries such as the 11 TCF Tamar field
and the 22 TCF Leviathan field.
The information in this section relating to Navitas has been
sourced from Navitas. Navitas is listed on the Tel Aviv Stock
Exchange. This information has not been independently verified by
the Company or the Joint Bookrunners.
Rockhopper's Other Falkland Licence Interests
In addition to the Licences in the North Falkland Basin, the
Company holds a 100 per cent. interest and is the operator of
licences PL011, PL012 and PL014 in the South and East of the
Falklands.
The Company considers these licences to be potentially
prospective for gas resources. In particular, licence PL011 is
adjacent to a large gas-condensate discovery made by Borders &
Southern Limited in April 2012.
Rockhopper's Italian Assets
The Company commenced international arbitration proceedings
against the Republic of Italy in relation to the Ombrina Mare field
in March 2017. The Company believes that Republic of Italy breached
the Energy Charter Treaty ("ECT") following the decision in
February 2016 by the Ministry of Economic Development not to award
the Company a Production Concession covering the Ombrina Mare
field. The hearing took place in early February 2019 in Paris. In
June 2019, the tribunal rejected Italy's request for the suspension
of the arbitration and Italy's related intra-EU jurisdictional
objections.
The proceedings related to the Ombrina Mare Arbitration were
declared closed in accordance with Rule 38(1) of the ICSID
Arbitration Rules on 25 April 2022.
Under the ICSID Arbitration Rules, the tribunal has 120 days
after closing to issue its award, extendable by 60 days (Rule 46).
Any award issued by the tribunal must therefore be issued by 23
August 2022 or, if extended, 22 October 2022.
The Company continues to believe it has strong prospects of
recovering very significant monetary damages (on the basis of lost
profits) as a result of the Republic of Italy's breaches of the
ECT. All of the Company's costs associated with the arbitration to
date have been funded on a non-recourse ('no win-no fee') basis
from a specialist arbitration funder. Should damages be awarded,
the funder will receive a proportion of the damages based on funds
spent and the size of any award. There can be no certainty as to
the amount, if any, that will be awarded from the Ombrina Mare
Arbitration.
In addition, the Company holds legacy interests in various
Italian licences following its acquisition of Mediterranean Oil and
Gas plc in 2014. Many of these interests will require abandonment
at some point in the future. As disclosed in the Company's 2021
Annual Report, the total estimated cost of the eventual field
abandonment and site restoration was US$14.2 million. Currently no
material costs in relation to these activities are envisaged before
the end of 2024. To the extent that activities are planned before
the end of 2024 they can be funded from existing resources.
Other
The Company is also considering issuing share options to an
experienced and successful oil and gas development project manager
who would oversee the Sea Lion development for the Navitas /
Rockhopper joint venture as a part of that individual's overall
remuneration package. Further details will be provided in due
course.
Use of Proceeds
It is currently expected that the gross proceeds of the Placing,
expected to be approximately US$4.5 million (approximately GBP3.7
million), will provide sufficient capital to support the Company in
achieving:
(a) completion of the Navitas Transaction;
(b) licence extension in the North Falkland Basin; and
(c) outcome of the Ombrina Mare arbitration.
The Company will issue Warrants to those participating in the
Capital Raising that enable the purchase of additional Ordinary
Shares at the Strike Price, being a premium to the Issue Price.
Warrants are only likely to be exercised once the Company's
share price has increased substantially from the Issue Price, so
the Shareholder will see appreciation in the value of the new
Ordinary Shares they received from the Capital Raising if Warrants
are exercised.
Importance of Vote at the 2022 Annual General Meeting
The Resolutions being proposed at the 2022 Annual General
Meeting are, (i) in respect of the resolution relating to the
granting of authority to Directors to allot shares (or rights to
subscribe for or to convert any security into shares), an ordinary
resolution which, to be passed, will require the support of a
simple majority of the total voting rights of Shareholders who
(being entitled to do so) vote on such resolution at the 2022
Annual General Meeting, and (ii) in respect of the resolution
relating to the granting of authority to Directors to disapply
pre-emption rights, a special resolution which, to be passed, will
require the support of a majority of not less than 75 per cent. of
the total voting rights of Shareholders who (being entitled to do
so) vote on such resolution at the 2022 Annual General Meeting. The
Open Offer is conditional, inter alia, on the passing of the
Resolutions.
In the event that the Resolutions are not passed at the 2022
Annual General Meeting, the Company will not be able to proceed
with the Open Offer and Shareholders will not get the opportunity
to participate in the Open Offer, with the result that the
anticipated net proceeds of the Open Offer will not become
available to the Company.
The Directors consider that the scenario described above would
not be in the best interests of the Company or its Shareholders as
a whole and that any alternative financing, if available, could be
on less favourable terms and could lead to more substantial
dilution for Shareholders than would be the case under the proposed
Open Offer. Accordingly, the Directors believe that the passing of
the Resolutions are in the best interests of Shareholders and
recommend that Shareholders vote in favour of the Resolutions at
the 2022 Annual General Meeting.
Risk Factors
Please see below certain key risk factors related to the
business of the Group. Please see the Annual Report and Accounts
issued on 6 June 2022 for details of other risk factors.
1. The Group's financial position will be materially and
adversely affected if the Capital Raising does not proceed
If the Capital Raising does not proceed, the Company would have
insufficient working capital to execute its intended strategy and
would need to seek alternative sources of funding in the short to
medium term, which may or may not be forthcoming. In these
circumstances, there can be no certainty that the Group would be
able to secure additional financing on commercially acceptable
terms or at all.
2. The Navitas Transaction may not complete
Completion of the Navitas Transaction is subject to a number of
conditions precedent, including, but not limited to, obtaining the
FIG Consents (which are further described above). There is no
guarantee that the aforementioned FIG Consents and other conditions
precedent will be satisfied or, where appropriate, waived. In the
event that some, or all, of the conditions precedent are not
satisfied (or waived), the Navitas Transaction may not complete. In
these circumstances, there may be a number of materially adverse
consequences for the Company in respect of its operations and
prospects generally. These include the possibility that FIG does
not grant an extension of the Licences and/or that the Company
loses its Licences in the North Falkland Basin.
In addition, if the Navitas Transaction does not complete,
Harbour Energy may exercise its rights to wind down all operations
in respect of the Licences (and the Company is required to bear 40
per cent. of such costs). In such event, the Company has the right
to acquire Harbour Energy's Licence interests for US$1. Regardless
of whether the Company exercises such option, unless otherwise
agreed by Harbour Energy and the Company, Harbour will wind down
operations, including the decommissioning of the temporary dock
facility. The Company believes that its 40 per cent. share in the
costs of removing the temporary dock facility could be in the
region of approximately US$4 million.
3. Sufficient funding required to develop the Sea Lion project may not be obtained
Even if the Navitas Transaction does complete (see above), it is
possible that Sea Lion will not be developed. Significant funds
will be required in the future to complete the development of the
Sea Lion project and there is no guarantee that the Company and
Navitas (nor any other additional project partner who may be
incorporated in the future into the Sea Lion project) would each be
able to raise the requisite funds to develop the Sea Lion project.
Furthermore, there can be no assurance that any such funds raised
by either the Company or Navitas would be available on favourable
terms. If the Company and/or Navitas are unable to obtain
additional financing as required, they may potentially fail to meet
their respective financial and operational obligations. As a
result, they may not be able to develop the Sea Lion project or may
need to reduce the scope of their operations in connection with the
Sea Lion project, which could have a material adverse effect on the
Group's business, results of operations and financial
condition.
4. The Company and Navitas may not be able to agree a development plan
There is a risk that the Company and Navitas may not be able to
agree a development plan. In addition, in the event that the
Company does not approve the development of the Sea Lion field,
Navitas may have the right to propose and carry out the development
as an exclusive operation. In such event, the Company may be deemed
to have relinquished its rights in the development, which could
have a material adverse effect on the Group's business, results of
operations and financial condition.
5. The sovereignty of the Falkland Islands is disputed and as
there has never been an oil or gas development in the Falklands
there is uncertainty as to the application of the fiscal regime and
regulatory requirements
There is a longstanding and ongoing dispute between the
Argentinian Government and the UK Government over ownership and
control of the Falkland Islands. Whilst open aggression is not
expected, certain service providers and financial institutions may
choose not to provide services for fear of the impact an
association may have on their business in Argentina, which could
have a material adverse effect on the Group's business, results of
operations and financial condition. Furthermore, as there has never
been an oil development carried out in the Falklands, there is
uncertainty as to the fiscal regime and regulatory requirements
imposed on oil and gas companies operating in the Falkland Islands,
as this legislation has never been applied and tested.
For further information, please contact:
Rockhopper Exploration plc Tel: +44 (0) 202
7390 0234
Sam Moody, Chief Executive Officer (via
Vigo Consulting)
Canaccord (Nominated Adviser, Joint Broker Tel: +44 (0) 20 7523
and Joint Bookrunner) 8000
Investment Banking: Henry Fitzgerald-O'Connor/Gordon
Hamilton
ECM: Sam Lucas
Peel Hunt (Joint Broker and Joint Bookrunner) Tel: +44 (0) 20 7418
8900
Investment Banking: Richard Crichton/Alexander
Allen
ECM-Syndicate: Jock Maxwell MacDonald/Sohail
Akbar
Vigo Consulting Tel. +44 (0) 20 7390
0234
Patrick d'Ancona/Ben Simons/Kendall Hill
IMPORTANT NOTICES
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as
amended) as it forms part of the domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended).
Upon the publication of this Announcement via the Regulatory
Information Service, this inside information is now considered to
be in the public domain.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements.
You should not place undue reliance on forward-looking statements.
Any forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by the FCA, the London Stock Exchange or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any offer, solicitation or sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unauthorised or unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
This Announcement is not an offer of securities for sale in or
into the United States. The Units, New Ordinary Shares, Warrants
and Open Offer Entitlements have not been and will not be
registered under the US Securities Act 1933, as amended (the
"Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be
offered, sold, delivered, transferred, or taken up, 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 and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Company does not intend to
register any portion of the Capital Raising in the United States or
to conduct an offering of securities in the United States.
This Announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the FSMA or otherwise. This Announcement is not an
"approved prospectus" within the meaning of Section 85(7) of the
FSMA and a copy of it has not been, and will not be, delivered to
the FCA in accordance with the Prospectus Regulation Rules or
delivered to any other authority which could be a competent
authority for the purpose of the Prospectus Regulation (EU)
2017/1129 (the "EU Prospectus Regulation") or the UK version of
Prospectus Regulation (EU) 2017/1129 as it forms part of retained
EU law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the "UK Prospectus Regulation") . Its contents have not
been examined or approved by the London Stock Exchange, nor has it
been approved by an "authorised person" for the purposes of Section
21 of the FSMA. This Announcement is being distributed to persons
in the United Kingdom only in circumstances in which section 21(1)
of the FSMA does not apply.
This Announcement is directed only at: (a) persons in member
states of the European Economic Area who are qualified investors
within the meaning of article 2(e) of the EU Prospectus Regulation
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 "Order"), or are high net worth companies,
unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order, and (ii)
are qualified investors as defined in article 2(e) of the UK
Prospectus Regulation, and (c) otherwise, to persons to whom it may
otherwise be lawful to communicate it (all such persons together
being referenced to as "Relevant Persons"). Any investment in
connection with the Placing will only be available to, and will
only be engaged with, Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this Announcement or any
of its contents.
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 the
Joint Bookrunners (apart from the responsibilities or liabilities
that may be imposed by the FSMA or other regulatory regime
established thereunder) or by any of their respective affiliates or
agents 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 therefor is expressly disclaimed.
Canaccord Genuity Limited ("Canaccord"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated
adviser and joint bookrunner for the Company and for no-one else in
connection with the Capital Raising, and Canaccord will not be
responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice to
any other person in relation to the Capital Raising or any other
matter referred to herein.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as joint bookrunner for
the Company and for no-one else in connection with the Capital
Raising, and Peel Hunt will not be responsible to anyone other than
the Company for providing the protections afforded to its customers
or for providing advice to any other person in relation to the
Capital Raising or any other matter referred to herein.
The distribution of this Announcement and the offering of the
Units in certain jurisdictions may be restricted by law. No action
has been taken by the Company or the Joint Bookrunners that would
permit an offering of such securities or possession or distribution
of this Announcement or any other offering or publicity material
relating to such securities in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required to inform themselves about, and to
observe, such restrictions.
The Announcement does not constitute a recommendation concerning
any investor's options with respect to the Placing. The Units to
which this Announcement relates may be illiquid and/or subject to
restrictions on their resale. Prospective purchasers of the Units
should conduct their own due diligence, analysis and evaluation of
the business and data described in this Announcement, including the
Units. The pricing and value of securities can go down as well as
up. Past performance is not a guide to future performance. The
contents of this Announcement are not to be construed as financial,
legal, business or tax advice. If you do not understand the
contents of this Announcement you should consult an authorised
financial adviser, legal adviser, business adviser or tax adviser
for financial, legal, business or tax advice.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, 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 Securities Act or the applicable laws of
other jurisdictions.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended ("UK
MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID
II, and in particular Chapter 3 of the Product Intervention and
Product Governance Sourcebook of the FCA (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Units have been subject to a product approval process, which
has determined that such Units 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 UK MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (such term to have the same meaning as in
the MiFID II Product Governance Requirements) should note that: the
price of the Units may decline and investors could lose all or part
of their investment; the Units offer no guaranteed income and no
capital protection; and an investment in the Units 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 Capital Raising. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners
will only procure investors (pursuant to the Placing) who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of UK 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 Units. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Units and determining appropriate
distribution channels.
The Joint Bookrunners may, in accordance with applicable laws
and regulations, engage in transactions in relation to the New
Ordinary Shares and/or related instruments for its own account and,
except as required by applicable laws or regulations, does not
propose to make any public disclosure in relation to such
transactions.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS OF THE PLACING AND THE
PROPOSED SUBSCRIPTION
Announcement of the Capital Raising.................................. 15 June 2022
Announcement of the results of the Placing
and the
Subscription....................................................................... 16 June 2022
First Admission and commencement of
dealings in the Placing Shares and the
Subscription Shares on AIM expected 8.00 a.m. on 20 June
to commence ...................................................... 2022
Expected date for CREST accounts to As soon as practicable
be credited with Placing Shares and after 8.00 a.m. on 20
Warrants in uncertificated form.............. June 2022
Expected date for dispatch of definitive
share certificates in respect of the
Placing Shares and Subscription Shares
(and the Warrants if applicable) to Within 14 days of 20
be issued in certificated form.. June 2022
2022 Annual General Meeting 10.00 a.m. on 28 June
2022
Warrant Expiry Date............................................................ 5.00 p.m. on 31 December
2023
Each of the times and dates in the table above is indicative
only and may be subject to change. If any of the details contained
in the timetable above should change, the revised times and dates
will be notified by means of an announcement through a Regulatory
Information Service. References to times are to London time unless
stated otherwise. The timetable above assumes that the Placing and
Open Offer Agreement becomes unconditional in all respects with
respect to First Admission and is not terminated in accordance with
its terms by the Joint Bookrunners. Further details on the
timetable in relation to the Open Offer will be included in the
Circular.
FURTHER DETAILS OF THE CAPITAL RAISING
Details of the Warrants
As detailed above, the Company has agreed to issue Warrants to
investors in the Placing on the basis of one Warrant for every two
Placing Shares subscribed for under the Placing, or for every two
Subscription Shares subscribed for under the Subscription.
Entitlements to Warrants shall be rounded down and fractional
entitlements shall be disregarded. Each Warrant will have the right
to subscribe for one new Ordinary Share. The Warrants are
exercisable at a price of 9 pence per Ordinary Share during the
Warrant Exercise Period. The issue and validity of the Warrants in
the Placing is not conditional on the passing of the Resolutions at
the 2022 Annual General Meeting.
Participation in the Open Offer will also entitle the subscriber
to Warrants on the same basis as in the Placing.
None of the Warrants will be admitted to trading on AIM or any
other stock exchange. The other key terms and conditions of the
Warrants are set out below:
a) Subscription rights: Each Warrant issued will confer on the
holder the right to subscribe for one new Ordinary Share at an
exercise price of9 pence per Ordinary Share by notice to the
Company during the Warrant Exercise Period.
b) Warrant Exercise Period: The exercise period for a Warrant is
the period from the date of issue of the Warrant up to (and
including) 5.00 p.m. on 31 December 2023 (unless terminated earlier
in accordance with the terms of the Warrants).
c) Adjustment to subscription rights: The subscription rights
conferred by the Warrants and/or the exercise price of the Warrants
shall be adjusted by the Board in its sole discretion on the
occurrence of certain events in relation to the Company,
including:
i. a subdivision, consolidation or reclassification of the
Ordinary Shares;
ii. a reduction of capital or any other reduction in the number
of Ordinary Shares in issue from time to time; or
iii. an issue of Ordinary Shares by way of dividend or
distribution or by way of capitalisation of profits or
reserves,
with the intention, in broad terms, that any such adjustment
will leave the holder(s) of the Warrant(s) in a similar position to
the position they were in immediately before the event giving rise
to the adjustment.
d) Transfer: The Warrants are, subject to certain conditions, freely transferable by the holders.
e) Security: The Warrants are not secured.
f) Modifications: The Company may amend the provisions of the
instrument constituting the Warrants (the "Warrant Instrument")
without the consent of the holders of the Warrants where such
amendment is of a minor nature or to correct a manifest error.
Otherwise no amendments or abrogations to the terms of the Warrant
Instrument are permitted without the consent of holders of at least
75 per cent. of the Warrants in issue at the time.
g) Administration: The Warrants are capable of being settled in
CREST. It is currently intended that settlement of Warrants via
CREST will be on the same timetable as settlement of (i) the
Placing Shares, in the case of Warrants issued pursuant to the
Placing, (ii) the Subscription Shares, in the case of Warrants
issued pursuant to the Subscription, or (iii) the Open Offer
Shares, in the case of Warrants issued pursuant to the Open Offer.
Warrant certificates in respect of the Warrants issued pursuant to
the Capital Raising will be issued to certificated holders only and
are currently expected to be dispatched to Shareholders within 14
days of the issue of the Placing Shares, Subscription Shares or
Open Offer Shares, as applicable.
Any Warrants remaining unexercised after the end of the Warrant
Exercise Period shall automatically expire without compensation.
Upon exercise of the Warrants, the underlying Ordinary Shares will
be issued within 14 days. There are also provisions in the Warrant
Instrument for meetings of the holders of Warrants.
The Open Offer
The Company considers it important that Shareholders who are not
able to take part in the Placing and/or the Subscription have an
opportunity to participate in the Capital Raising. The Company will
therefore provide Qualifying Shareholders with the opportunity to
subscribe for Units at the Issue Price pursuant to an Open Offer,
to raise up to approximately US$5 million (approximately GBP4.1
million) if fully taken-up.
Subject to fulfilment of the conditions of the Open Offer, the
Open Offer will provide Qualifying Shareholders with the
opportunity to apply to acquire Open Offer Units at the Issue Price
pro rata to their holdings of Existing Ordinary Shares against all
Existing Ordinary Shares held by Qualifying Shareholders as at the
Open Offer Record Date on the following basis:
1 Open Offer Unit for every 8 Existing Ordinary Shares held by
Qualifying Shareholders
Each Open Offer Unit will comprise one Open Offer Share and, for
every two Open Offer Shares subscribed for, one Warrant.
Further information on the Open Offer will be set out in the
Circular.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe
for Open Offer Shares pursuant to the Open Offer.
Definitions
"2021 Annual General Meeting" the annual general meeting
of the Company held on 29
June 2021
"2021 Annual Report" the reports and accounts
of the Company for the year
ended 31 December 2021
"2022 Annual General Meeting" the annual general meeting
of the Company to be held
on 28 June 2022
"2C" best estimate scenario of
contingent resources
"3C" high estimate scenario of
contingent resources
"Act" the Companies Act 2006 (as
amended)
"AIM" AIM, a market operated by
the London Stock Exchange
"AIM Admission Document" an admission document drawn
up in accordance with the
AIM Rules
"AIM Rules" the AIM Rules for Companies
published by the London
Stock Exchange from time
to time
"Announcement" this announcement, including
its appendix
"Application Form" the personalised application
form to accompany the Circular
(where appropriate) pursuant
to which Qualifying Non-CREST
Shareholders (other than
certain Overseas Shareholders)
may apply to subscribe for
Open Offer Units under the
Open Offer
"bbls/d" barrels per day
"Board" or "Directors" the directors of the Company
as at the date of this Announcement
"boepd" barrels of oil equivalent
per day
"Bookbuild" the accelerated bookbuild
process used in relation
to the Placing
"Canaccord" Canaccord Genuity Limited
"Capital Raising" the Placing, the Subscription
and the Open Offer
"CCSS" the CREST Courier and Sorting
Service established by Euroclear
to facilitate, amongst other
things, the deposit and
withdrawal of securities
"certificated" or "in certificated a share or other security
form" not held in uncertificated
form (i.e. not in CREST)
"Circular" the Circular to be published
by the Company in connection
with the Open Offer
"Closing Price" the closing middle market
quotation of the Existing
Ordinary Shares, as derived
from the AIM Appendix to
the Daily Official List
of the London Stock Exchange
"Company" or "Rockhopper" Rockhopper plc, a company
incorporated in England
& Wales and with registered
number 05250250
"CREST" a relevant system (as defined
in the CREST Regulations)
in respect of which Euroclear
is the Operator (as defined
in the CREST Regulations)
"CREST Manual" the rules governing the
operation of CREST, consisting
of the CREST Reference Manual,
CREST International Manual,
CREST Central Counterparty
Service Manual, CREST Rules,
CCSS Operations Manual and
CREST Glossary of Terms
(all as defined in the CREST
Glossary of Terms promulgated
by Euroclear on 15 July
1996 and as amended since)
"CREST Member" a person who has been admitted
to Euroclear as a system-member
(as defined in the CREST
Regulations)
"CREST Participant" a person who is, in relation
to CREST, a system-participant
(as defined in the CREST
Regulations)
"CREST Payment" shall have the meaning given
in the CREST Manual
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755),
including any enactment
or subordinate legislation
which amends or supersedes
those regulations and any
applicable rules made under
those regulations or any
such enactment or subordinate
legislation for the time
being in force
"CREST Sponsor" a CREST participant admitted
to CREST as a CREST sponsor
"CREST Sponsored Member" a CREST Member admitted
to CREST as a sponsored
member
"Daily Official List" the daily publication of
official quotations for
all securities traded on
the London Stock Exchange
"EBITDA" earnings before interest,
taxes, depreciation and
amortisation
"ECT" Energy Charter Treaty
"Enlarged Share Capital" the issued ordinary share
capital of the Company as
enlarged by the issue of
the New Ordinary Shares
"ERCE" ERC Equipoise Limited
"EU" European Union
"EU Member States" the member states of the
European Union
"EU Prospectus Regulation" EU Prospectus Regulation
2017/1129
"Excess Application Facility" the arrangement pursuant
to which Qualifying Shareholders
may apply for any number
of Open Offer Units in excess
of their Open Offer Entitlement
provided that they have
agreed to take up their
Open Offer Entitlement in
full
"Excess CREST Open Offer Entitlements" in respect of each Qualifying
CREST Shareholder, the entitlement
(in addition to his, her
or its Open Offer Entitlement)
to apply for Open Offer
Units pursuant to the Excess
Application Facility, which
is conditional on him, her
or it taking up his, her
or its Open Offer Entitlement
in full
"Excess Open Offer Entitlement" in respect of each Qualifying
Shareholder, the entitlement
(in addition to his, her
or its Open Offer Entitlement)
to apply for Open Offer
Units pursuant to the Excess
Application Facility, which
is conditional on him, her
or it taking up his, her
or its Open Offer Entitlements
in full
"Existing Ordinary Shares" the 458,482,117 existing
Ordinary Shares in issue
as at 14 June 2022 (being
the latest practicable date
prior to the announcement
of the Capital Raising)
"FCA" the Financial Conduct Authority
when exercising functions
under Part VI of FSMA
"FID" final investment decision
"FIG" Falkland Islands Government
"FIG Consents" the consents from FIG which
are (among other things)
a condition precedent to
the completion of the Navitas
Transaction and which are
further described in this
Announcement
"First Admission"" the admission of the Placing
Shares and the Subscription
Shares to trading on AIM
becoming effective in accordance
with the AIM Rules
"FPSO" floating production storage
and offloading unit
"FSMA" the Financial Services and
Markets Act 2000 (as amended)
"Group" the Company and its subsidiary
undertakings
"Harbour Energy" Harbour Energy plc, a company
incorporated in Scotland
with registered number SC234781
"HMRC" HM Revenue & Customs
"ICSID" International Centre for
Settlement of Investment
Disputes
"Issue Price" the price at which the Units
are to be issued and allotted
pursuant to the Capital
Raising, being 7 pence per
Unit
"Joint Bookrunners" Canaccord and Peel Hunt
"London Stock Exchange" London Stock Exchange plc
"Licences" the PL003 Licence, PL004
Licence, PL032 Licence and
PL033 Licence
"Member Account ID" the identification code
or number attached to any
member account in CREST
"Money Laundering Directive" the Council Directive on
prevention of the use of
the financial system for
the purpose of money laundering
(no. 91/308/EEC)
"Money Laundering Regulations" the Money Laundering Regulations
2007 (SI 2007/2157) (as
amended), the money laundering
provisions of the Criminal
Justice Act 1993, the Proceeds
of Crime Act 2002 and the
Criminal Finances Act 2017
"mmbbls" millions of barrels
"Navitas" Navitas Petroleum LP, a
publicly traded North America
focused oil and gas exploration
and production partnership
"Navitas Agreements" the legally binding definitive
documentation executed by
the Company, Navitas and
Harbour Energy on 15 April
2022 in relation to the
Navitas Transaction
"Navitas Loans" the Pre-FID Loan and Post-FID
Loan
"Navitas Transaction" the transaction between
the Company, Harbour Energy
and Navitas in relation
to Harbour Energy exiting
and Navitas entering the
North Falkland Basin
"New Ordinary Shares" new Ordinary Shares to be
issued pursuant to the Capital
Raising
"Notice of Annual General Meeting" the notice of annual general
meeting published by the
Company on 6 June 2022
"Official List" the Official List of the
FCA
"Ombrina Mare Arbitration" the Company's international
arbitration against the
Republic of Italy in relation
to the Ombrina Mare field
"Open Offer" the conditional invitation
made by the Company to Qualifying
Shareholders to subscribe
for the Open Offer Units
at the Issue Price on the
terms and subject to the
conditions to be set out
in the Circular and, in
the case of Qualifying Non-CREST
Shareholders, in the Application
Form to accompany the Circular
"Open Offer Entitlement" the basic entitlement of
a Qualifying Shareholder,
pursuant to the Open Offer,
to apply to subscribe for
1 Open Offer Unit for every
8 Existing Ordinary Shares
registered in his, her or
its name as at the Open
Offer Record Date
"Open Offer Record Date" the record date in relation
to the Open Offer, to be
set out in the Circular
"Open Offer Shares" New Ordinary Shares to be
issued by the Company to
Qualifying Shareholders
in connection with the Open
Offer
"Open Offer Units" the Open Offer Shares and
the Open Offer Warrants,
with each Open Offer Unit
comprising one Open Offer
Share and, for every two
Open Offer Shares subscribed
for, one Warrant
"Open Offer Warrants" Warrants to be issued by
the Company to Qualifying
Shareholders in connection
with the Open Offer
"Ordinary Shares" the ordinary shares of GBP0.01
each in the share capital
of the Company
"Overseas Shareholders" Shareholders with registered
addresses in, or who are
citizens, residents or nationals
of, jurisdictions outside
of the UK
"Participant ID" the identification code
or membership number used
in CREST to identify a particular
CREST Member or other CREST
Participant
"Peel Hunt"" Peel Hunt LLP
"PL003 Licence"" the Falkland Islands offshore
production licence dated
28 February 1997 in relation
to Blocks 14/12, 14/13,
14/14, 14/17, 14/18 and
14/19 (Tranche C) and any
extensions, amendments,
variations or renewals of
or substitutions in respect
of the whole or any part
of such licence in effect
as at the date of execution
of the Navitas Agreements
or thereafter
"PL004 Licence" the Falkland Islands offshore
production licence dated
28 February 1997 in relation
to blocks 14/15, 14/20,
15/11, 15/12, 15/16 and
15/17 (Tranche D) and any
extensions, amendments,
variations or renewals of
or substitutions in respect
of the whole or any part
of such licence in effect
as at the date of execution
of the Navitas Agreements
or thereafter
PL032 Licence the Falkland Islands offshore
production licence dated
2 June 2005 in relation
to quadrant 14, blocks 5
and 10 and any extensions,
amendments, variations or
renewals of or substitutions
in respect of the whole
or any part of such licence
in effect as at the date
of execution of the Navitas
Agreements or thereafter
"PL033 Licence" means the Falkland Islands
offshore production licence
dated 2 June 2005 in relation
to quadrant 15, blocks 1,
2, 6 and 7 and any extensions,
amendments, variations or
renewals of or substitutions
in respect of the whole
or any part of such licence
in effect as at the date
of execution of the Navitas
Agreements or thereafter
"Placees" those placees who have agreed
to subscribe for Placing
Units pursuant to the Placing
"Placing" the Placing by the Joint
Bookrunners of Placing Units
at the Issue Price with
the Placees
"Placing and Open Offer Agreement" the conditional agreement
dated 15 June 2022 entered
into between the Company
and the Joint Bookrunners
in respect of the Capital
Raising
"Placing Shares" the New Ordinary Shares
to be issued to the Placees
pursuant to the Placing
"Placing Units" the Placing Shares and the
Placing Warrants, with each
Placing Unit comprising
one Placing Share and, for
every two Placing Shares
subscribed for, one Warrant
"Placing Warrants" the Warrants to be issued
to the Placees pursuant
to the Placing
"Post-FID Loan" has the meaning given in
the main body of this Announcement
"Pre-FID Loan" has the meaning given in
the main body of this Announcement
"Premier Oil" Premier Oil Plc
"Qualifying CREST Shareholders" Qualifying Shareholders
whose Existing Ordinary
Shares on the register of
members of the Company on
the Open Offer Record Date
are held in uncertificated
form
"Qualifying Non-CREST Shareholders"" Qualifying Shareholders
whose Existing Ordinary
Shares on the register of
members of the Company on
the Open Offer Record Date
are held in certificated
form
"Qualifying Shareholders" holders of Existing Ordinary
Shares on the register of
members of the Company on
the Open Offer Record Date
with the exclusion (subject
to exemptions) of persons
with a registered address
or located or resident in
a Restricted Jurisdiction
and "Qualifying Shareholder"
shall mean any one of them
"Regulatory Information Service" has the meaning given in
the AIM Rules
"Resolutions" the resolution to be proposed
at the 2022 Annual General
Meeting to grant the Directors
authority to (i) allot shares
or rights to subscribe for
or to convert any security
into shares under section
551 of the Act, and (ii)
disapply pre-emption rights
under section 570 of the
Act, each as set out in
the Notice of Annual General
Meeting
"Sea Lion" the Sea Lion oil field
"Second Admission" the admission of the Open
Offer Shares to be issued
pursuant to the Open Offer
to trading on AIM becoming
effective in accordance
with the AIM Rules
"Shareholders" the holders of Existing
Ordinary Shares and "Shareholder"
shall mean any one of them
"Strike Price" 9 pence per Ordinary Share
"Subscribers" means the directors of the
Company and "Subscriber"
shall mean any one of them
"Subscription" the proposed subscription
for the Subscription Units
by the Subscribers at the
Issue Price
"Subscription Letter" the agreements proposed
to be entered into between
the Company and each Subscriber
relating to the Subscription
"Subscription Shares" New Ordinary Shares proposed
to be issued pursuant to
the Subscription on the
terms of the Subscription
Letters
"Subscription Units" the Subscription Shares
and the Subscription Warrants,
with each Subscription Unit
comprising one Subscription
Share and, for every two
Subscription Shares subscribed
for, one Warrant
"Subscription Warrants" Warrants proposed to be
issued pursuant to the Subscription
on the terms of the Subscription
Letters
"TCF" trillion cubic feet
"UK Prospectus Regulation" the UK version of EU Prospectus
Regulation 2017/1129 which
forms part of the law of
England and Wales as retained
EU law as defined in, and
by virtue of, the European
Union (Withdrawal) Act 2018,
as amended
"UK Secretary of State" Her Majesty's Secretary
of State for Foreign and
Commonwealth Affairs
"uncertificated" or "in uncertificated recorded on the register
form" of members of the Company
as being held in uncertificated
form in CREST and title
to which, by virtue of the
CREST Regulations, may be
transferred by means of
CREST
"Units" a package of New Ordinary
Shares and Warrants to be
subscribed for as a single
unit, with each Unit comprising
one New Ordinary Share and,
for every two New Ordinary
Shares subscribed for, one
Warrant
"United Kingdom" the United Kingdom of Great
Britain and Northern Ireland
"United States" the United States of America,
its territories and possessions,
any state of the United
States and the District
of Columbia
"US$" or "US Dollars" US dollars, being the lawful
currency of the United States
"US Securities Act" the US Securities Act of
1933, as amended
"USE" an Unmatched Stock Event
"Warrants" the warrants to subscribe
for new Ordinary Shares
granted to subscribers of
New Ordinary Shares and
exercisable at a price of
9 pence per Ordinary Share
during the Warrant Exercise
Period
"Warrant Exercise Period" the period from the date
of issue of the Warrant
up to (and including) 5.00
pm on 31 December 2023
"Warrant Expiry Date" 5.00 p.m. on 31 December
2023
"Warrant Instrument" the warrant instrument constituting
the Warrants to be made
by the Company prior to
Admission, in accordance
with the terms and conditions
of the Warrants set in this
announcement
"GBP" or "pounds sterling" or "sterling" UK pounds sterling, being
the lawful currency of the
United Kingdom
"EUR" or "Euro" Euro, being the lawful currency
of the European Economic
Area
Appendix I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING (AS DEFINED BELOW). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX (TOGETHER, THE "ANNOUNCEMENT") ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR
THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("EU QUALIFIED INVESTORS") WITHIN THE MEANING
OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO
(I) ARE "INVESTMENT PROFESSIONALS" SPECIFIED IN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER") AND/OR (II) 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) AND, IN EACH CASE, WHO ARE ALSO QUALIFIED INVESTORS
(WITH PERSONS FALLING IN THIS PART (B) BEING "UK QUALIFIED
INVESTORS" AND, TOGETHER WITH EU QUALIFIED INVESTORS, "QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2 OF THE EU PROSPECTUS
REGULATION AS AMED AND TRANSPOSED INTO THE LAWS OF THE UNITED
KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND
THE EUROPEAN UNION (WITHDRAWAL AGREEMENT) ACT 2020 (THE "UK
PROSPECTUS REGULATION"); OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (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. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA, SWITZERLAND, 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 ROCKHOPPER EXPLORATIONPLC (THE
"COMPANY").
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER THE SECURITIES
LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, TAKEN UP, RESOLD TRANSFERRED 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 US SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE
UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY
REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE
ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. IF YOU ARE
IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU
SHOULD OBTAIN INDEPENT PROFESSIONAL ADVICE.
Neither the Company, Canaccord Genuity Limited ("Canaccord") nor
Peel Hunt LLP ("Peel Hunt"), nor any of their respective
affiliates, agents, directors, officers, consultants or employees,
makes any representation or warranty (whether express or implied)
to persons who are invited to and who choose to participate in the
placing ("Placees") of new Ordinary Shares (as defined below) in
the capital of the Company of nominal value of GBP0.01 (the
"Placing Shares") and of warrants to subscribe for new Ordinary
Shares with an exercise price of 9 pence per Ordinary Share (the
"Warrants") (the "Placing") regarding an investment in the
securities referred to in this Announcement under the laws
applicable to such Placees. For every two Placing Shares acquired,
each Placee will receive one Warrant (with a package of Placing
Shares and Warrants subscribed for being "Units"). Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Units.
Certain Directors have indicated an intention to subscribe for
new Ordinary Shares (the "Subscription Shares") and Warrants to be
issued pursuant to a subscription (the "Subscription").
The Company is also seeking to raise additional funds through an
open offer (the "Open Offer"), pursuant to which new Ordinary
Shares and Warrants will be offered to existing Shareholders at the
Issue Price (as defined below). For the avoidance of doubt,
subscription for Units under the Placing will not carry any
entitlement to subscribe for new Ordinary Shares or Warrants under
the Open Offer.
For the purposes of this Appendix, Canaccord and Peel Hunt are
each a "Joint Bookrunner" and together the "Joint Bookrunners".
By participating in the Placing, Placees will be deemed to have
read and understood this Announcement, including this Appendix, in
its entirety, and to be participating, making an offer and
acquiring the Units on the terms and conditions contained herein
and to be providing the representations, warranties, indemnities,
acknowledgments and undertakings contained herein.
In particular each such Placee represents, warrants, undertakes,
agrees and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Units that are allocated to it for
the purposes of its business;
2. it is and, at the time the Units are acquired, will be
outside the United States and acquiring the Units in an "offshore
transaction" in accordance with Regulation S under the US
Securities Act ("Regulation S");
3. it is acquiring Units for its own account or is acquiring
Units for an account with respect to which it exercises sole
investment discretion, and not with a view to distribution, and has
the authority to make and does make the representations,
warranties, indemnities, acknowledgments, undertakings and
agreements contained in this Announcement;
4. if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or the UK Prospectus
Regulation, as applicable, any Units 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 or in the UK, as applicable,
or in circumstances in which the prior consent of the Joint
Bookrunners has been given to each such proposed offer or resale;
and
5. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of and compliance with the foregoing
representations, warranties, undertakings, acknowledgements and
agreements. Each Placee hereby agrees with the Joint Bookrunners
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which the Units will be issued. A
Placee shall, without limitation, become so bound if either Joint
Bookrunner confirms to such Placee its allocation of Units.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares and/or Warrants in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or by the Joint Bookrunners or any of its or their
respective affiliates or any of its or their respective agents,
directors, officers or employees which would, or is intended to,
permit an offer of the Placing Shares and/or Warrants or possession
or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares and/or Warrants
in any country or jurisdiction where any such action for that
purpose is required. The information in this Announcement may not
be forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution,
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 Company and the Joint Bookrunners have today entered into an
agreement with respect to the Placing (the "Placing Agreement")
under which, on the terms and subject to the conditions set out
therein, the Joint Bookrunners have agreed (severally and not
jointly or jointly and severally) to use their respective
reasonable endeavours, as agents of the Company, to procure Placees
for the Units in such number, if any, as may be agreed between the
Joint Bookrunners and the Company and recorded in the executed
terms of sale (the "Terms of Sale"). The Joint Bookrunners shall be
under no obligation to subscribe or pay for any Units for which
they were unable to procure subscribers and/or in respect of which
payment is not made by Placees.
Pursuant to the terms of the Placing Agreement, the Placing is
subject to certain conditions (including, inter alia, Admission).
The issue of the Units is to be effected by way of a cash box
placing. In accordance with the Placing Agreement and a
subscription and transfer agreement entered into between the
Company, Project Elephant Funding Limited (a Jersey incorporated
subsidiary of the Company) ("JerseyCo") and Canaccord, the Company
will allot and issue the Units on a non pre-emptive basis to
Canaccord, as bare nominee for the Placees (pending transfer of
legal title to the Placees through CREST), in consideration for the
transfer to the Company by Canaccord of certain shares which it
holds in JerseyCo. Accordingly, instead of receiving cash as
consideration for the issue of the Units, the Company will,
conditional on Admission and following the conclusion of the
Placing, own all of the issued share capital of JerseyCo, whose
only asset will be its cash reserves, which will represent an
amount approximately equal to the net proceeds of the Placing. By
taking up or purchasing Units under the Placing and submitting a
valid payment in respect thereof, a Placee instructs Canaccord
and/or Peel Hunt (as applicable) to hold such payment and in the
case of Placees procured by Peel Hunt, to the transfer by Peel Hunt
of the net Placing proceeds to Canaccord and: (i) to the extent of
a successful application under the Placing, to apply such payment
on behalf of Canaccord solely for Canaccord to subscribe (as
principal) for redeemable preference shares in JerseyCo; and (ii)
to the extent of an unsuccessful application under the Placing,
Canaccord and/or Peel Hunt to return the relevant payment without
interest to the applicant. The Joint Bookrunners also have the
right to terminate the Placing Agreement in certain circumstances.
Further details of the Placing Agreement are set out below.
The Placing Shares
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing ordinary shares in the Company,
including the right to receive all dividends and other
distributions declared, made or paid in respect of the ordinary
shares of the Company (the "Ordinary Shares") after the date of
issue of the Placing Shares, save that the Placing Shares will not
carry an entitlement to participate in the Open Offer.
Applications for admission to trading
Applications will be made for the Placing Shares and the
Subscription Shares to be admitted to the London Stock Exchange's
AIM market ("Admission"). It is expected that Admission will become
effective on or around 8.00 a.m. (London time) on 20 June 2022 (or
on such later date as may be agreed between the Company and the
Joint Bookrunners) and that dealings in the Placing Shares and
Subscription Shares will commence at that time.
Bookbuild
The Joint Bookrunners will commence with immediate effect a
bookbuilding process in relation to the Placing (the "Bookbuild")
to establish demand for participation in the Placing by Placees at
an issue price of 7 pence per Unit (the "Issue Price"). This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Units.
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 absolute discretion, determine.
Warrants
The Warrants will be issued on the basis of one Warrant per two
Placing Shares acquired and will be subject to the terms and
conditions of the Warrant Instrument (as defined below). Each
Warrant will entitle the registered holder the right to subscribe
for new Ordinary Shares at an exercise price of 9 pence per
Ordinary Share. The Warrants shall be exercisable from the date of
issue of the Warrants up to (and including) 5.00 pm on 31 December
2023. No application will be made for the Warrants to be admitted
to trading on AIM. The Warrants will be, subject to certain
conditions, freely transferrable by the holder.
The Warrants shall be constituted by a warrant instrument to be
executed by the Company prior to Admission (the "Warrant
Instrument"). The Warrant Instrument will contain (i) customary
provisions adjusting the subscription price and/or number of
Warrants for distributions of capital, share splits and share
consolidations and (ii) an undertaking from the Company to make an
application to the London Stock Exchange for any Ordinary Shares
allotted on the exercise of the Warrants to be admitted to trading
on AIM.
Participation in, and principal terms of, the Placing
1. Canaccord and Peel Hunt are acting severally, and not
jointly, or jointly and severally, as joint bookrunners and agents
of the Company in connection with the Placing.
2. Participation in the Placing will only be available to
Relevant Persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and any of their
affiliates may, acting as investors for their own account acquire
Units in the Placing.
3. The Placing shall be conducted by way of a bookbuild to
establish the number of Units to be allocated to Placees, which
will comprise their allocation of Placing Shares and Warrants.
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), expected to be no later than 7.00 a.m. (London time)
on 16 June 2022. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed.
5. The number of Units to be issued will be agreed between the
Joint Bookrunners and the Company following completion of the
Bookbuild. The number of Units to be issued will be announced by
the Company via a Regulatory Information Service ("RIS") following
the completion of the Bookbuild (the "Placing Results").
6. To bid in the Bookbuild, Placees should communicate their bid
by telephone and/or in writing to their usual sales contact at
Canaccord or Peel Hunt. Each bid should state the number of Units
which the prospective Placee wishes to subscribe for at the Issue
Price. Bids may also be scaled down by the Joint Bookrunners on the
basis referred to in paragraph 10 below.
7. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement 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.
8. Each prospective Placee's allocation will be agreed between
the Joint Bookrunners and the Company and will be confirmed orally
or in writing by one of the Joint Bookrunners (each as agent for
the Company) following the close of the Bookbuild and a trade
confirmation or contract note will be despatched thereafter. This
oral or written confirmation from a Joint Bookrunner to a Placee
will constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) in favour of
Canaccord, Peel Hunt and the Company to subscribe for the number of
Units allocated to it at the Issue Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's articles of association. The terms and conditions of this
Announcement will be deemed to be incorporated in that trade
confirmation, contract note or such other (oral or written)
confirmation and will be legally binding on the Placee on behalf of
which it is made. All obligations under the Bookbuild and Placing
will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the
Placing Agreement".
9. Each Placee will have an immediate, separate, irrevocable and
binding obligation owed to the Joint Bookrunners, as agents for 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 Units such Placee has agreed to acquire and the
Company has agreed to allot.
10. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined by the
Company (having consulted with the Joint Bookrunners) and may scale
down any bids for this purpose on such basis as the Company may in
its absolute discretion determine. The Joint Bookrunners may also,
notwithstanding paragraphs 6 and 9 above, (i) allocate Units after
the time of any initial allocation to any person submitting a bid
after that time; and (ii) allocate Units after the Bookbuild has
closed to any person submitting a bid after that time. The Company
reserves the right (with the agreement of the Joint Bookrunners) to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in agreement with the Joint Bookrunners. As noted above,
the Company will release an announcement following the close of the
Bookbuild, detailing the aggregate number of Units to be
issued.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is confirmed, settlement for all Units to
be subscribed for pursuant to the Placing will be required to be
made at the same time, on the basis explained below under
"Registration and Settlement".
12. Completion of the Placing will be subject to the fulfilment
of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement". In
the event that the Placing Agreement does not become unconditional
in any respect or is terminated, the Placing will not proceed.
13. By participating in the Placing, each Placee will agree 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, and is not subject to
any further conditions or requirements other than those set out in
this Announcement or the Placing Agreement.
14. To the fullest extent permissible by law, neither Canaccord
nor Peel Hunt nor any of their respective affiliates, agents,
directors, officers, consultants 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. In particular, none of the Joint Bookrunners nor any
of their respective affiliates, agents, directors, officers,
consultants or employees shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of the relevant Joint Bookrunner's conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon, among other things, 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 are conditional on, among other things:
(a) the Joint Bookrunners and the Company entering into the Terms of Sale;
(b) there having been no breach, in the opinion of either Joint
Bookrunner acting in good faith, by the Company or JerseyCo of any
of their obligations under the initial subscription and option
agreement or the subscription and transfer agreement before
Admission;
(c) the Warrants having been duly constituted by the Company
pursuant to the Warrant Instrument and all conditions relating to
the issue of the Warrants having been satisfied, save for any
condition relating to Admission;
(d) in the opinion of either Joint Bookrunner, acting in good
faith, there having been no material adverse effect or change in,
or any development or matter reasonably likely to give rise to or
involve a material adverse effect or change, in or affecting, the
condition (financial, operational, legal or otherwise), earnings,
business affairs, assets, results of operations or prospects of any
member of the Group, whether or not arising in the ordinary course
of business and whether or not foreseeable at the date of this
Agreement;
(e) in the opinion of either Joint Bookrunner, acting in good
faith, the warranties, undertakings and covenants on the part of
the Company contained or referred to in the Placing Agreement being
true, accurate and not misleading as at the date of the Placing
Agreement, the date of the Terms of Sale, the date of the circular
to be published by the Company in connection with the Open Offer
and the date of Admission, as though they had been given and made
on the relevant date by reference to the facts and circumstances
then subsisting; and
(f) Admission in respect of the Placing Shares and Subscription
Shares taking place by not later than 8.00 a.m. (London time) on 20
June 2022 (or such later time and/or date as the Joint Bookrunners
may agree with the Company).
The Joint Bookrunners may, in their absolute discretion and on
such terms as each Joint Bookrunner thinks appropriate, waive
fulfilment, in whole or in part, of any or all of the conditions in
the Placing Agreement by giving notice in writing to the Company.
The Company and the Joint Bookrunners may agree in writing to
extend the time by which any of the Conditions may be fulfilled.
Any such waiver by the Joint Bookrunners will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the conditions contained in the Placing Agreement
are not fulfilled or waived by the Joint Bookrunners by the time or
date specified (or such later time and/or date as the Company and
the Joint Bookrunners may agree); or (ii) any of such conditions
become incapable of being fulfilled; or (iii) the Placing Agreement
is terminated in the circumstances specified below under
"Termination of the Placing Agreement", the Placing will not
proceed and the Placees' rights and obligations hereunder in
relation to the Units shall cease and terminate at such time and
each Placee agrees that no claim can be made by the Placee in
respect thereof.
Neither the Company, Canaccord, Peel Hunt, nor any of their
respective affiliates, agents, directors, officers, consultants or
employees, shall have any liability, whether in contract, tort or
otherwise, to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition 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 Canaccord, Peel Hunt, the Company 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.
Lock-up
As part of the Placing, the Company has undertaken, subject to
certain customary agreed exceptions, that it will not, among other
things, directly or indirectly, offer, issue, allot, lend,
mortgage, assign, charge, pledge, sell or contract to sell or
issue, issue options in respect or otherwise dispose of, directly
or indirectly, or announce an offering or issue of any Ordinary
Shares (or any interest therein or in respect thereof) or any other
securities exchangeable for or convertible into, or substantially
similar to, Ordinary Shares or enter into any transaction with the
same economic effect as the foregoing in respect of any Ordinary
Shares in the period from the date of this Announcement until 120
days after Admission without the prior written consent of the Joint
Bookrunners.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to waive the
undertaking by the Company in respect of a transaction which would
otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of the Joint Bookrunners
and that they need not make any reference to, or consult with,
Placees and that the Joint Bookrunners shall have no liability to
Placees whatsoever in connection with any such exercise of their
power to grant such consent.
Termination of the Placing Agreement
The Joint Bookrunners are entitled, at any time prior to
Admission, to terminate the Placing Agreement in accordance with
its terms by giving notice in writing to the Company in certain
circumstances, including in the event of, inter alia: (i) any of
the warranties of the Company contained in the Placing Agreement in
the opinion of either Joint Bookrunner, acting in good faith, not
being or ceasing to be true, accurate or not misleading; (ii) in
the opinion of either Joint Bookrunner, acting in good faith, any
statement contained in certain documents issued, or entered into,
by the Company in connection with the Placing being or becoming
untrue or inaccurate in any material respect or is or becomes
misleading (or any matter having arisen which would constitute an
omission from such documents), in each case which either Joint
Bookrunner considers to be material in the context of the Capital
Raising, the Placing, the Units, Admission or any other transaction
contemplated by the Placing Agreement; (iii) in the opinion of
either Joint Bookrunner, acting in good faith, there having been a
breach by the Company and/or JerseyCo with any of their obligations
under the initial subscription and option agreement or the
subscription and transfer agreement; (iv) the application for
Admission being withdrawn and/or refused by the London Stock
Exchange; (v) the occurrence, in the opinion of either Joint
Bookrunner acting in good faith, of a material adverse effect or
change in, or any development or matter reasonably likely to give
rise to or involve a material adverse effect or change, in or
affecting the condition (financial, operational, legal or
otherwise) earnings, business affairs, assets, results of
operations or prospects of any member of the Group, whether or not
arising in the course of business and whether or not foreseeable at
the date of the Placing Agreement; (vi) the occurrence of certain
force majeure events which make it, in the judgement of either
Joint Bookrunner, acting in good faith, impracticable or
inadvisable to market the Ordinary Shares or to enforce contracts
for the Subscription and/or sale of the Ordinary Shares; or (vii)
the cancellation or suspension by the London Stock Exchange of
trading in the Company's securities.
Upon such termination, the Company and the Joint Bookrunners
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement and the
Placing will not proceed.
By participating in the Placing, Placees agree that the exercise
or non-exercise by either Joint Bookrunner of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of each of the Joint Bookrunners
and that neither of the Joint Bookrunners need make any reference
to the Placees prior to such exercise and that neither of the Joint
Bookrunners nor their respective affiliates or their or their
respective affiliates' agents, members, directors, officers or
employees, respectively, shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No prospectus
No offering document or prospectus has been or will be submitted
to be approved by the UK Financial Conduct Authority (the "FCA") or
any other regulator in relation to the Bookbuild or the Placing and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) which has been released by the Company today and any
information publicly announced to a RIS by or on behalf of the
Company prior to or on the date of this Announcement and subject to
the further terms set forth in the contract note or trade
confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Bookbuild and
the Placing, agrees that the content of this Announcement
(including this Appendix) is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company, or the Joint Bookrunners other than
publicly available information and neither of the Joint Bookrunners
or the Company nor any person acting on their behalf nor any of
their respective 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 which the Placees may have obtained or received. 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. Nothing in
this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission of the Placing Shares and Subscription Shares will take
place within the systems administered by Euroclear UK &
International Limited ("CREST"). Settlement of the Placing Shares
will be on a delivery versus payment basis. The Warrants will also
be capable of being settled in CREST and it is currently intended
that settlement of Warrants via CREST will be on the same timetable
as settlement of the Placing Shares and Subscription Shares. Each
Placee should provide its settlement details in order to enable
instructions to be successfully matched in CREST and the Warrants
settled on a free of payment basis. Subject to certain exceptions,
the Joint Bookrunners and the Company reserve the right to require
settlement and delivery of the Units (or a portion thereof) to
Placees by such other means that it deems necessary or in
certificated form if delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with
the regulatory requirements in the relevant Placee's
jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Units in the Placing will be sent a contract note or trade
confirmation stating the number of Units to be allocated to it at
the Issue Price, the aggregate amount owed by such Placee to
Canaccord or Peel Hunt as appropriate and settlement instructions.
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, as
appropriate, that it has in place with the relevant Joint
Bookrunner.
The Company will deliver the Units taken up by Placees to CREST
account(s) operated by the Joint Bookrunners. The input to CREST by
a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Units to that Placee against payment.
It is expected that settlement through CREST will be from 8:00
a.m. (London time) on 20 June 2022 on a delivery versus payment
basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by Canaccord or Peel Hunt.
Interest is chargeable daily on payments not received from Placees
on the due date in accordance with the arrangements set out above,
in respect of either CREST or certificated deliveries.
The Warrants will not be listed or admitted to trading on AIM or
any other stock exchange.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Canaccord or Peel Hunt may sell any or all of
the Units allocated to that Placee on such Placee's behalf and
retain from the proceeds, for its own 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 and shall indemnify the relevant Joint
Bookrunner on demand for any shortfall below the aggregate amount
owed by it for the Units and for any stamp duty or stamp duty
reserve tax and any other similar or equivalent duties or taxes
(together with any interest or penalties) which may arise upon the
sale of such Units on such Placee's behalf. Each Placee confers on
the Joint Bookrunners all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all
actions which either of the Joint Bookrunners lawfully undertakes
in pursuance of such sale. Legal and/or beneficial title in and to
any Units shall not pass to the relevant Placee until it has fully
complied with its obligations hereunder.
If any of the Units are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as any of the Units 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 Units should, subject as provided below, be so
registered free from any liability to UK stamp duty or stamp duty
reserve tax. Placees shall not be entitled to receive any fee or
commission in connection with the Bookbuild or the Placing. If
there are any circumstances in which any other stamp duty or stamp
duty reserve tax (together with interest and penalties) is payable
in respect of the issue of the Units, none of the Joint Bookrunners
or the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
undertakes, acknowledges, confirms and agrees with the Company and
each of the Joint Bookrunners, in each case as a fundamental term
of its participation, that:
1. its commitment is made solely on the basis of publicly
available information and subject to this Appendix and not on the
basis of any other information given, or any representation or
statement made at any time, by any person concerning the Company,
the Units or the Placing. It agrees that neither the Company nor
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. it has carefully read and understands this Announcement,
including this Appendix, in its entirety and acknowledges that its
acquisition of Units is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained in this
Announcement and not in reliance on any information,
representation, warranties or statements other than those contained
in the Announcement. It further agrees that these terms and
conditions represent the whole and only agreement between each
Placee, the Company and the Joint Bookrunners in relation to each
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. It agrees that neither 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;
3. it has not relied on any information, representations,
warranties or statements other than those contained in this
Announcement, and undertakes not to redistribute or duplicate this
Announcement;
4. it has not relied on either of the Joint Bookrunners or any
person affiliated with either of them in connection with any
investigation of the accuracy of any information contained in this
Announcement;
5. it acknowledges that no offering document or prospectus has
been or will be prepared in connection with the Bookbuild, Placing
or the Units to be issued pursuant to the Placing and it has not
received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the Units
to be issued pursuant to the Placing;
6. it acknowledges that none of the Joint Bookrunners, the
Company nor any of their respective affiliates, agents, directors,
officers, consultants or employees nor any person acting on behalf
of any of them has provided, and none of them will provide, it with
any material or information regarding the Units or the Company or
any other person other than this Announcement, including this
Appendix, nor has it requested either of the Joint Bookrunners, the
Company, nor any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such
material or information;
7. unless otherwise specifically agreed with the Joint
Bookrunners, it is not, and at the time the Units are acquired,
neither it nor the beneficial owner of the Units will be a resident
of the United States, Canada, Australia, South Africa, Japan, New
Zealand, or a citizen, resident or national of any other state or
jurisdiction in which it is unlawful to make or accept an offer to
acquire the Units (each a "Restricted Territory") and further
acknowledges that neither the Units, nor the Placing Shares nor
Warrants have been nor will be registered under the securities
legislation of the United States or any other Restricted Territory
and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in
or into those jurisdictions;
8. it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this Announcement or any other
offering materials concerning the Placing or the Units to any
persons within a Restricted Territory or any other jurisdiction in
which it would be unlawful to do so, nor will it do any of the
foregoing;
9. it is not acting on a non-discretionary basis for the account
or benefit of any person located within the United States or any
other Restricted Territory at the time the undertaking to subscribe
for the Units was given and it is not acquiring the Units, the
Placing Shares or Warrants with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any
Units, the Placing Shares or Warrants into the United States or any
other Restricted Territory;
10. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and its Directors and
that neither of the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers, consultants or employees
nor any person acting on their behalf are responsible for or shall
have any liability, in contract, tort or otherwise for any
information, representation or statement contained in this
Announcement, any misstatements in or omission from any publicly
available information relating to the Company, or any information
previously or subsequently published by or on behalf of the
Company, including, without limitation, any information required to
be published by the Company pursuant to applicable laws (the
"Exchange Information") and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or any
information published prior to or on the date of this Announcement
by or on behalf of the Company or otherwise. It further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which it has relied in committing itself to
subscribe for the Units is contained in this Announcement and any
information previously published by the Company by notification to
a RIS, such information being all that it deems necessary to make
an investment decision in respect of the Units and that it has
neither received nor relied on any other information given or
representations, warranties or statements made by the Joint
Bookrunners or the Company and neither the Joint Bookrunners nor
the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. It further
acknowledges and agrees that it has conducted and relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and has received
and reviewed all information that it believes is necessary or
appropriate in connection with its purchase of the Units and has
made its own assessment and has satisfied itself concerning the
relevant tax, legal, regulatory, currency and other economic
considerations relevant to its investment in the Units. Neither the
Joint Bookrunners, the Company nor any of their respective
affiliates has made any representations to it, express or implied,
with respect to the Company, the Placing, the Units or the
accuracy, completeness or adequacy of the Exchange Information, and
each of them expressly disclaims any liability in respect thereof.
Nothing in this paragraph or otherwise in this Announcement
excludes the liability of any person for fraudulent
misrepresentation made by that person;
11. it acknowledges that the issue to it, or the person
specified by it for registration as holder, of the Units will not
give rise to a liability under any of sections 67, 70, 93 or 96 of
the Finance Act 1986 (depositary receipts and clearance services)
and that the Units are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
Units into a clearance service;
12. 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 or
equivalent legislation or regulation;
13. it has complied with its obligations under the Criminal
Justice Act 1993 (the "CJA"), the Market Abuse Regulation (EU)
No.596/2014 ("EU MAR"), EU MAR as amended and transposed into the
laws of the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)
Act 2020 ("UK MAR"), and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Anti-Terrorism
Crime and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and any applicable related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect of
the prevent of money laundering and the Money Laundering Sourcebook
of the FCA (the "Regulations") and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations, and its application is only made on
the basis that it accepts full responsibility for any requirement
to verify the identity of its clients and other persons in respect
of whom it has applied and recorded by it to verify the identity of
the third party as required by the applicable law;
14. 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;
15. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; (ii) it exercises sole investment discretion as to each
such person's account; and (iii) it is and will remain liable to
the Joint Bookrunners and the Company for the performance of all
its obligations as a Placee in respect of the Placing (regardless
of the fact that it is acting for another person);
16. it is acting as principal only in respect of the Placing,
or, if it is acting for any other person: (i) it is duly authorised
to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; (ii) it exercises sole investment discretion as to each
such person's account; (iii) it is and will remain liable to the
Joint Bookrunners and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person);
17. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Units that are allocated to it for
the purposes of its business;
18. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
19. if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners and the Company in
writing, it is an EU Qualified Investor and, to the extent
applicable, any funds on behalf of which it is acquiring the Units
that are located in a member state of the EEA are each such an EU
Qualified Investor;
20. if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or UK Prospectus
Regulation, as applicable, any Units subscribed for by it in the
Placing will not be subscribed for 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 or in the UK, as
applicable, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the proposed offer or
resale;
21. it acknowledges that any offer of Units may only be directed
at persons in member states of the EEA and the United Kingdom who
are Qualified Investors and it represents, warrants and undertakes
that it has not offered or sold and will not offer or sell any
Units to any persons in a member state of the EEA or the United
Kingdom prior to Admission except to Qualified Investors or
otherwise in circumstances which will not result in an offer to the
public in any member state of the EEA or the United Kingdom within
the meaning of the EU Prospectus Regulation or the UK Prospectus
Regulation, as applicable;
22. neither 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 Units 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 the Units 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;
23. it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Units to persons in the United Kingdom, except to persons whose
ordinary activities involve them acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in, and which will not result in, an offer to the public
in the United Kingdom within the meaning of section 85(1) of the
Financial Services and Markets Act 2000 ("FSMA");
24. it has not offered or sold and will not offer or sell any
Units to persons in the EEA prior to Admission except to persons
whose ordinary activities involve them acquiring, holding, managing
or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which have
not resulted in, and which will not result in an offer to the
public in any member state of the EEA within the meaning of the EU
Prospectus Regulation and will not result in a requirement for the
publication of a prospectus pursuant to Article 3 of the EU
Prospectus Regulation;
25. 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 Units in circumstances in which
section 21(1) of FSMA does not require approval of the
communication by an authorised person;
26. it has complied 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;
27. if it is a natural person, it is not under the age of
majority (18 years of age in the United Kingdom) on the date of its
agreement to subscribe for the Units under the Placing and will not
be any such person on the date any such Placing (as applicable) is
accepted;
28. if it is within the United Kingdom, 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 Order, (ii) who falls within Article 49(2)(a)
to (d) ("High Net Worth Companies, Unincorporated Associations,
etc.") of the Order, and in either case of (i) or (ii) who also
constitutes a UK Qualified Investor, or (iii) to whom this
Announcement may otherwise lawfully be communicated 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 Units 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;
29. it and any person acting on its behalf has capacity and
authority and is otherwise entitled to acquire the Units under the
laws of all relevant jurisdictions which apply to it and that it
has fully observed such laws and obtained all such governmental and
other guarantees, permits, authorisations, approvals and consents
which may be required thereunder and complied with all necessary
formalities and paid any issue, transfer or other taxes due in
connection with its application in any territory for, and
acceptance in any jurisdiction of, the Units and that it has not
taken any action or omitted to take any action which will or may
result in the Company, the Joint Bookrunners or the Company's
registrar (the "Registrar") or any of their respective directors,
officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements, directly or indirectly, of any
territory or jurisdiction in connection with the Placing and that
the subscription for and purchase of the Units by it or any person
acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
30. it and any person acting on its behalf is entitled to
acquire the Units under the laws of all relevant jurisdictions and
has all necessary capacity and has obtained all necessary consents
and authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
31. it and any person acting on its behalf will make payment for
the Units allocated to it in accordance with this Announcement on
the due time and date set out herein;
32. it accepts that the allocation of Units shall be determined
by the Company (in consultation with the Joint Bookrunners) and
that allocation (if any) of Units will represent a maximum number
of Units which it will be entitled, and required, to subscribe for,
and that the Joint Bookrunners may call upon it to subscribe for a
lower number of Units, but in no event in aggregate more than the
aforementioned maximum;
33. that the person whom it specifies for registration as holder
of the Units will be (i) itself; (ii) its nominee, as the case may
be; or (iii) a person for whom it is contracting as agent or
nominee. None of the Joint Bookrunners, the Company, any of their
respective affiliates or any person acting on behalf of any of them
will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to indemnify the Joint
Bookrunners and the Company in respect of the same (together with
any and all costs, losses, claims, liabilities, penalties,
interest, fines and expenses (including legal fees and expenses))
on an after-tax basis on the basis that the Units will be allotted
to the CREST stock account of Canaccord or Peel Hunt, as
appropriate, who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
34. it acknowledges that neither of the Joint Bookrunners, nor
any of their respective affiliates, nor any person acting on its or
their behalf, is making any recommendations to it or, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing or providing advice in relation to the
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of either Joint Bookrunner and
neither of the Joint Bookrunners has any duties or responsibilities
to it for providing the protections afforded to their respective
clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
35. in making any decision to subscribe for the Units, it has
knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks
of subscribing for or purchasing the Units. It further confirms
that it is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of participating in, and is able to
sustain a complete loss in connection with, the Placing. It further
confirms that it relied on its own examination and due diligence of
the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved, and not upon
any view expressed or information provided by or on behalf of the
Joint Bookrunners. It further confirms that it has had sufficient
time to consider and conduct its own investigation with respect to
the offer and purchase of the Units, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and it will
not look to the Company, either of the Joint Bookrunners, any of
their respective affiliates or any person acting on their behalf
for all or part of any such loss or losses it or they may
suffer;
36. it acknowledges that it may not rely on any investigation
that either of the Joint Bookrunners or any person acting on its
behalf may or may not have conducted with respect to the Company
and its affiliates or the Placing and the Joint Bookrunners have
not made any representation or warranty to it, express or implied,
with respect to the merits of the Placing, the subscription for or
purchase of the Units, or as to the condition, financial or
otherwise, of the Company and its affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Units. It acknowledges,
understands and agrees that no information has been prepared or
verified by, or is the responsibility of, the Joint Bookrunners for
the purposes of this Placing;
37. it acknowledges that, in connection with the Placing, the
Joint Bookrunners and any of their respective affiliates acting as
an investor for its own account may take up Units in the Company
and in that capacity may retain, purchase or sell for its own
account such Units in the Company and any securities of the Company
or related investments and may offer or sell such securities or
other investments otherwise than in connection with the Placing.
The Joint Bookrunners do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so;
38. it acknowledges that the Joint Bookrunners, the Company and
their respective affiliates and others will rely upon the truth and
accuracy of the representations, warranties and acknowledgements
set forth herein and which are given to the Joint Bookrunners on
their own behalf and to the Company on its own behalf and are
irrevocable and it agrees that if any of the representations or
warranties made or deemed to have been made by its subscription of
the Units are no longer accurate, it shall promptly notify the
Joint Bookrunners and the Company. It irrevocably authorises the
Joint Bookrunners and the Company to produce this Announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein;
39. the exercise or non-exercise by the Joint Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint
Bookrunners and the Joint Bookrunners need not make any reference
to Placees 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 neither the Company nor the Joint
Bookrunners, nor any 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 to whatsoever to it or
any other person;
40. it will indemnify on an after-tax basis and hold the Joint
Bookrunners, the Company and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
41. its commitment to subscribe for Units on the terms set out
in this Appendix and in the contract note or trade confirmation
will continue notwithstanding any amendment that may in future be
made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Placing;
42. it acknowledges that where it is subscribing for the Units
as a fiduciary or agent for one or more discretionary, advisory or
investor accounts, that it is authorised in writing for each such
account: (i) to subscribe for the Units; (ii) to make, and does
make, the foregoing representations, warranties, acknowledgements,
agreements and undertakings on such account's behalf; 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 provisions of this
paragraph shall survive any resale of the Units by or on behalf of
any such account;
43. it acknowledges and agrees that information provided by it
to the Company or the Registrar may be stored on the Registrar's
computer system and in hard copy. It acknowledges and agrees that
for the purposes of applicable data protection legislation and
regulations ("Data Protection Law"), the Registrar is required to
specify the purposes for which it may hold personal data. The
Registrar will only use such information for the purposes set out
below (collectively, the "Purposes"), being to:
a) process a Placee's personal data (including sensitive
personal data) as required by or in connection with its holding of
Units, including processing personal data in connection with credit
and money laundering checks on it;
b) communicate with a relevant Placee as necessary in connection
with its affairs and generally in connection with its holding of
Units;
c) provide personal data to such third parties as the Registrar
may consider necessary in connection with its affairs and generally
in connection with a relevant Placee's holding of Units 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;
44. in providing the Company and the Registrar with information,
it hereby represents and warrants to the Company and the Registrar
that it has obtained the consent of any data subjects to the
Company and 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 43 (a)
above);
45. time is of the essence as regards its obligations under this
Appendix, including to settle payment for the Units;
46. it acknowledges that any document that is to be sent to it
in connection with the Placing will be sent at its own risk and may
be sent to it at any address provided by it to the Joint
Bookrunners; and
47. it, and any account for which it is acting, is located
outside the United States and acquiring the Units in an "offshore
transaction", as defined in Regulation S, conducted in accordance
with Regulation S and that the Units were not offered to it by
means of "directed selling efforts", as defined in Regulation
S.
The foregoing representations, warranties and confirmations are
given for the benefit of the Company and the Joint Bookrunners and
are irrevocable. Each Placee and any person acting on behalf of the
Placee acknowledges that neither the Company nor either of the
Joint Bookrunners owes any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Miscellaneous
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.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that a Joint Bookrunner or any of its
affiliates may, at its absolute discretion, agree to become a
Placee in respect of some or all of the Units.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that it has neither received nor relied on
any 'inside information' (for the purposes of EU MAR, UK MAR and
section 56 of the CJA) concerning the Company in accepting this
invitation to participate in the Placing.
All references to time in this Announcement are to London time
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment by the Joint Bookrunners (in their
absolute discretion). The Joint Bookrunners shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, the Joint Bookrunners or their
respective affiliates, agents, directors, officers and employees
pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for
the availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
The price of an Ordinary Share and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance and persons needing advice should
consult an independent financial adviser.
In the case of a joint agreement to subscribe for Units 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.
Each Placee agrees that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions, and any non-contractual obligations arising out of or
in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales. For the
exclusive benefit of the Joint Bookrunners, the Company and the
Registrar, each Placee irrevocably submits (on behalf of itself and
on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract 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. Enforcement proceedings in respect of the
obligation to make payment for the Units (together with any
interest chargeable thereon) may be taken by the Joint Bookrunners
or the Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
The Joint Bookrunners and the Company expressly reserve the
right to modify 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.
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 the
Joint Bookrunners or by any of their respective affiliates or
agents 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 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 rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFAMATMTIBBBT
(END) Dow Jones Newswires
June 15, 2022 11:45 ET (15:45 GMT)
Grafico Azioni Rockhopper Exploration (AQSE:RKH.GB)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Rockhopper Exploration (AQSE:RKH.GB)
Storico
Da Dic 2023 a Dic 2024
