TIDMECO
RNS Number : 3781H
Eco (Atlantic) Oil and Gas Ltd.
05 April 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO.
596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMED FROM TIME TO TIME) ("UK MAR")
. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
5 April 2022
ECO (ATLANTIC) OIL & GAS LTD.
("Eco Atlantic", "Company", "Eco" or, together with its
subsidiaries, the "Group")
Launch of Equity Fundraise of up to US$25 million
through an accelerated bookbuild process
Eco (Atlantic) Oil & Gas Ltd. (AIM: ECO, TSX-V:EOG) is
pleased to announce its intention to raise aggregate gross proceeds
of up to approximately US$25million through the issue of new Common
Shares in the capital of the Company consisting of:
-- a placing in the United Kingdom, Norway and certain other
jurisdictions outside Canada, and a brokered private placement in
Canada up to approximately US$21 million before expenses through
the issue of new Common Shares to new and existing institutional
investors (the "Placing Shares") at a price of GBP0.30 per Placing
Share (or CAN$0.50 (the "Issue Price") (the "Placing")); and
-- a proposed subscription by way of a private placement for new
Common Shares (the "Subscription Shares") at the Issue Price by
Africa Oil Corp to raise up to US$4 million (the
"Subscription").
If all of the Placing Shares, Subscription Shares and Retail
Offer Shares (as hereinafter defined) are issued, they will
represent approximately 28 per cent. of the existing issued share
capital of the Company (on a non-diluted basis) and 22 per cent. of
the Company's issued share capital as enlarged by the Equity
Fundraise (as defined below) (on a non-diluted basis).
In addition (and separately) to the Placing and the
Subscription, non-Canadian retail investors will be given an
opportunity to subscribe for new Common Shares (the "Retail Offer
Shares") at the Issue Price (the "Retail Offer") on the PrimaryBid
platform. A separate announcement will be made shortly regarding
the Retail Offer and its terms. The Placing and Subscription are
not conditional upon the Retail Offer. The Retail Offer will close
on completion of the Bookbuild process in connection with the
Placing. The capital raised via the Placing and Subscription and by
the Retail Offer comprises the "Equity Fundraise".
It is intended that the Equity Fundraise will result in the
Company raising total gross proceeds of up to approximately US$25
million (approximately GBP19.05 million, CAN$31.10 million ). The
net proceeds of the Equity Fundraise are intended to be used
primarily to fund Eco's share of the drilling of the Gazania-1 well
on Block 2B offshore South Africa, estimated to be approximately
US$23 million, to cover G&G expenses across the Group's
portfolio and license fees in Namibia and on Block 3B/4B in South
Africa as well as for general working capital purposes. It is
expected that drilling of the Gazania 1 well will commence in
September 2022 ahead of a relevant deadline under the licence for
the Azinam Blocks. Should the drilling campaign result in a
producible commercial discovery, the South African government and a
HDSA (Historically Disadvantaged South Africans) investment entity
would be entitled to exercise certain customary rights to equity
participation in the production.
Capitalised terms used in this announcement have the meanings
set out within it or in the Appendix to it.
Details of the Placing
In connection with the Placing, Berenberg, SpareBank 1 Markets
and Echelon are acting as Joint Bookrunners.
The Placing will be conducted through an accelerated bookbuild
process which will be launched immediately following the release of
this Announcement.
The Placing will be conducted in accordance with the terms and
conditions set out in the Appendix (which forms part of this
Announcement).
The Joint Bookrunners will commence the Bookbuild immediately
following the release of this Announcement. The number of Placing
Shares will be determined at the end of the Bookbuild.
The timing of the closing of the book and allocations are to be
determined by the Company in consultation with the Joint
Bookrunners. The number of Placing Shares will be announced as soon
as practicable after the close of the Bookbuild.
The Common Shares issued in connection with the Equity Fundraise
(the "Equity Fundraise Shares") will, when issued, rank pari passu
in all respects with the existing Common Shares, including, without
limitation, the right to receive dividends and other distributions
declared, made or paid after the date of issue.
General Information
Application will be made to the London Stock Exchange for
admission of the Equity Fundraise Shares to trading on AIM.
Application will be made to the TSX-V for the Equity Fundraise
Shares to be admitted to trading on the TSX-V, with listing subject
to the approval of the TSX-V and the Company satisfying all of the
requirements of the TSX-V. It is expected that AIM Admission will
take place on or before 8.00 a.m. (London time) on 11 April 2022
and that dealings in the Equity Fundraise Shares on AIM will
commence at the same time.
The Equity Fundraise is conditional upon, inter alia, AIM
Admission becoming effective and upon the Placing Agreement not
being terminated in accordance with its terms. The Appendix to this
Announcement sets out further information relating to the terms and
conditions of the Placing.
The Placing Shares will be freely transferable outside of
Canada, however these shares are subject to a restrictive hold
period of four months and one day in Canada (beginning on the date
of issuance) which will prevent t he Placing Shares from being
resold in Canada, through a Canadian exchange or otherwise in
Canada or to a Canadian, during the restrictive period without an
exemption from the Canadian prospectus requirement.
This Announcement (including its Appendix) should be read in its
entirety. In particular, you should read and understand the
information provided in the "Important Notices" section and the
detailed terms and conditions described in the Appendix.
Capitalised terms used in this Announcement shall have the meaning
given to them in the Appendix.
Details of the Subscription
Africa Oil Corp, a substantial shareholder in the Company,
intends to enter into a subscription agreement to subscribe for
such number of Subscription Shares at the Issue Price as equates to
an aggregate subscription amount of US$4 million, subject to Africa
Oil Corp's resulting interest in Eco's share capital as enlarged by
the Equity Fundraise remaining below 20% (with the number of
Subscription Shares being reduced accordingly, if required, to
ensure that this is the case).
As insiders of the Company are expected to participate in the
Subscription, it is deemed by TSX-V regulations to be a "Related
Party Transaction" pursuant to Canadian Securities Administrators
Multilateral Instrument 61-101 "Protection of Minority Security
Holders in Special Transactions" ("MI 61-101"), which applies to
TSX-V companies. The Subscription is exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 as the fair market value of the securities distributed to,
and the consideration received from, interested parties does not
exceed 25% of the Company's market capitalisation. The Company did
not file a material change report at least 21 days prior to the
closing of the Subscription as participation of the insiders had
not been confirmed at that time and the Company wished to close on
an expedited basis for business reasons.
For more information, please visit www.ecooilandgas.com or
contact the following :
Eco Atlantic Oil and Gas c/o Celicourt +44 (0) 20
8434 2754
Gil Holzman, CEO
Colin Kinley, COO
Alice Carroll, Head of Marketing and +44(0)781 729 5070 | +1 (416)
IR 318 8272
Strand Hanson Limited (Financial & Nominated
Adviser) +44 (0) 20 7409 3494
James Harris
James Bellman
Berenberg (Broker and Joint Bookrunner) +44 (0) 20 3207 7800
Emily Morris
Detlir Elezi
Echelon (Joint Bookrunner) +1 (0) 416-572-5523
Ryan Mooney
SpareBank 1 Markets (Joint Bookrunner) +47 (0) 24 14 74 70
Jarand Lønne
Celicourt (PR) +44 (0) 20 8434 2754
Mark Antelme
Jimmy Lea
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 (as transposed into the laws of the
United Kingdom), the person responsible for arranging for the
release of this Announcement on behalf of the Company is Gil
Holzman, Co-Founder and CEO of Eco Atlantic.
Notes to editors
Eco Atlantic is a TSX-V and AIM quoted Atlantic Margin focused
oil & gas exploration company with offshore license interests
in Guyana, Namibia, and South Africa. Eco aims to deliver material
value for its stakeholders through its role in the energy
transition to explore for low carbon intensity oil and gas in
stable emerging markets close to infrastructure.
Offshore Guyana in the proven Guyana-Suriname Basin, the Group
holds a 15% Working Interest in the 1,800 km(2) Orinduik Block
Operated by Tullow Oil. In Namibia, the Group holds Operatorship
and an 85% Working Interests in four offshore Petroleum Licences:
PEL's: 97, 98, 99 and 100 representing a combined area of 28,593
km(2) in the Walvis Basin.
Offshore South Africa, Eco (through its subsidiary) is
designated Operator and holds a 50% working interest in Block 2B,
and a 20% Working Interest in Blocks 3B/4B operated by Africa Oil
Corp., totalling some 20,643 km(2) .
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")), AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE SECURITIES
REFERRED TO HEREIN IS BEING MADE IN ANY SUCH JURISDICTION. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, the Republic of South Africa,
Japan or any other jurisdiction in which such release, publication
or distribution would be unlawful. This Announcement shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act"), and may not be offered or sold in the United
States, except pursuant to an applicable exemption from the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. No public offering of the
securities referred to herein is being made in the United States or
elsewhere.
No action has been taken by the Company, Berenberg, Echelon or
SpareBank 1 Markets or any of their respective affiliates, or any
of its or their respective directors , officers, partners,
unlimited partners (pers nlich haftende Gesellschafter), employees,
advisers and/or agents (collectively, "Representatives") that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to
such Placing Shares in any jurisdiction where action for that
purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions
contained in this Announcement. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
Investors Resident in the United Kingdom and the EEA
This Announcement is directed at and is only being distributed
to: (a) persons in member states of the European Economic Area (the
"EEA") who are "qualified investors", as defined in Article 2(e) of
the Prospectus Regulation (Regulation (EU) 2017/1129) (the
"Prospectus Regulation") ("Qualified Investors"), (b) persons in
the United Kingdom, who are qualified investors, being persons
falling within the meaning of Article 2(e) of Prospectus Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation"), and 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 (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (c) persons to whom it may
otherwise be lawfully communicated (each such person in (a), (b)
and (c), a "Relevant Person"). This Announcement and the
information in it must not be acted on or relied on by persons who
are not Relevant Persons. Persons distributing this Announcement
must satisfy themselves that it is lawful to do so. Any investment
or investment activity to which this Announcement or the Placing
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. This Announcement does not itself
constitute an offer for sale or subscription of any securities in
the Company.
Investors Resident in Canada
No offer of securities is made pursuant to this Announcement in
Canada except to a person who will represent to the Company and/or
Berenberg and/or Echelon and/or SpareBank 1 Markets (as applicable)
that such person: (i) is purchasing as principal, or is deemed to
be purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale
or distribution; and (ii) is an "accredited investor" as such term
is defined in section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is
defined in section 73.3(1) of the Securities Act (Ontario) (the
"OSA").
The Placing Shares are being sold in Canada in reliance on an
exemption or exemptions from the requirements to provide the
relevant Placees with a prospectus and, as a consequence of
acquiring securities pursuant to this exemption or exemptions,
certain protections, rights and remedies provided by the applicable
Canadian securities laws will not be available to the relevant
Placees. The Placing Shares will be subject to statutory resale
(hold) restrictions for a period of four months and one day under
the applicable Canadian securities laws and any resale of the
Placing Shares must be made in accordance with such resale
restrictions or in reliance on an available exemption therefrom.
Each Placee is solely responsible (and the Company is not in any
way responsible) for compliance with applicable securities laws in
the resale of any Placing Shares.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with either the Prospectus Regulation or
the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its or the Group's future performance,
strategic initiatives, anticipated events or trends and other
matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and
uncertainty because they relate to events and depend on
circumstances that may or may not occur in the future. All
statements that address expectations or projections about the
future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general
economic conditions, expected expenditures, expected cost savings
and financial results, are forward -- looking statements. Any
statements contained in this Announcement that are not statements
of historical fact are, or may be deemed to be, forward -- looking
statements. These forward-looking statements, which may use words
such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of
similar meaning or the negative thereof, are not guarantees of
future performance and are subject to known and unknown risks and
uncertainties. There are a number of factors including, but not
limited to, commercial, operational, economic and financial
factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those
expressed or implied by these forward -- looking statements. Many
of these risks and uncertainties relate to factors that are beyond
the Company's ability to control or estimate precisely, such as
changes in taxation or fiscal policy, future market conditions,
currency fluctuations, the behaviour of other market participants,
the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and
regulatory framework in which the Company operates or in economic
or technological trends or conditions, including inflation,
recession and consumer confidence, on a global, regional or
national basis. Given those risks and uncertainties, readers are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
this Announcement. Each of the Company, Berenberg, Echelon and
SpareBank 1 Markets expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise
unless required to do so by applicable law or regulation.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority in Germany and is deemed
authorised under the Temporary Permissions Regime and subject to
limited regulation by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for the Company and for no one else
in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or any other matter referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.
Echelon which is authorised and regulated in Canada by the
Investment Industry Regulatory Organization of Canada (IIROC), is
acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or any other matter referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.
SpareBank 1 Markets, which is authorised and regulated in Norway
by the Norwegian Financial Supervisory Authority (Finanstilsynet)
in Norway, is acting exclusively for the Company and for no one
else in connection with the Placing and will not regard any other
person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or any other matter referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients or for giving advice in relation to the Placing
or any other matter referred to in this Announcement.
This Announcement is being 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 or on
behalf of Berenberg and/or Echelon and/or SpareBank 1 Markets to
the fullest extent permitted by law (apart from the
responsibilities or liabilities that may be imposed by the
Financial Services and Markets Act 2000, as amended ("FSMA") or the
regulatory regime established thereunder) and/or by any of their
respective affiliates and/or any of their respective
Representatives as to, or in relation to, the accuracy, adequacy,
fairness or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or their respective advisers or any other
statement made or purported to be made by or on behalf of Berenberg
and/or Echelon and/or SpareBank 1 Markets and/or any of their
respective affiliates and/or by any of their respective
Representatives in connection with the Company, the Placing Shares
or the Placing and any responsibility and liability whether arising
in tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by
Berenberg and/or Echelon and/or SpareBank 1 Markets and/or any of
their respective affiliates and/or any of their respective
Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions
contained in this Announcement or any other written or oral
information made available to or publicly available to any
interested party or their respective advisers, and any liability
therefor is expressly disclaimed.
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, reproduction or
disclosure of this Announcement, 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.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax
advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM and the
TSX-V. Strand Hanson's responsibilities as the Company's nominated
adviser under the AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and are not owed to the Company or to
any Director or to any other person.
Appendix 1 to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in Appendix to this Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, each of the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, each of the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, (INCLUDING THE APPICES) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS NOT FOR
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR IN OR INTO ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT 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 ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN
THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129
(THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF
PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") (II) PERSONS WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC"), OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN
THE PLACING SHARES.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA. THE PLACING
SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER
THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF
AMERICA, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR WITHIN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OF AMERICA.
THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE
MERITS OF THE FUNDRAISE OR THE ACCURACY OR ADEQUACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, CANADA, THE
UNITED STATES OR ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW)
OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information purposes only and does not
itself constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States of America (including its territories
and possessions, any state of the United States and the District of
Columbia) (the "United States"), Canada, Australia, New Zealand,
South Africa or Japan (each a "Restricted Territory") or in any
other jurisdiction where such offer or solicitation is unlawful. No
public offering of securities will be made in connection with the
Placing in the any Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in any Restricted Territory or in any other jurisdiction
in which such release, publication or distribution is unlawful. The
distribution of this Announcement and the Placing and/or the offer
or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Joh.
Berenberg, Gossler & Co. KG, London Branch ("Berenberg"),
Echelon Wealth Partners Inc. ("Echelon") and SpareBank 1 Markets AS
("SpareBank") (together the "Joint Bookrunners"), or any of their
respective Affiliates, or any of their, or their respective
Affiliates' partners, unlimited partners (pers nlich haftende
Gesellschafter), directors, officers, members, employees, agents or
advisers which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by each of
the Company and the Joint Bookrunners to inform themselves about,
and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption from the requirement to produce a prospectus under either
the Prospectus Regulation or the UK Prospectus Regulation, as
applicable. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or in any other jurisdiction where such offer or sale is
unlawful or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory or in any
other jurisdiction where such offer or sale is unlawful.
NOTICE TO CANADIAN INVESTORS
No offer of securities is made pursuant to this Announcement in
Canada except to a person who has represented to the Company and
the Joint Bookrunners that such person: (i) is purchasing as
principal, or is deemed to be purchasing as principal in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or distribution; and (ii) is an
"accredited investor" as such term is defined in section 1.1 of
National Instrument 45-106 - Prospectus Exemptions ("NI 45-106")
or, in Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario) (the "OSA").
The Placing Shares are being sold in Canada in reliance on an
exemption or exemptions from the requirements to provide the
relevant Placees with a prospectus and, as a consequence of
acquiring securities pursuant to this exemption or exemptions,
certain protections, rights and remedies provided by the applicable
Canadian securities laws will not be available to the relevant
Placees. The Placing Shares will be subject to statutory resale
(hold) restrictions for a period of four months and one day under
the applicable Canadian securities laws and any resale of the
Placing Shares must be made in accordance with such resale
restrictions or in reliance on an available exemption therefrom.
Each Placee is solely responsible (and Company and the Joint
Bookrunners not in any way responsible) for compliance with
applicable securities laws in the resale of any Placing Shares.
**
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any
Joint Bookrunner or any of their respective Affiliates, nor any of
their or their respective Affiliates' partners, unlimited partners
(pers nlich haftende Gesellschafter), directors, officers,
employees, agents or advisers 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 party or
its advisers, and any liability therefore is expressly
disclaimed.
The Joint Bookrunners are acting exclusively for the Company and
no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients
nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
None of the Company, the Joint Bookrunners nor their respective
Affiliates, nor any of its, or their respective Affiliates',
partners, unlimited partners (pers nlich haftende Gesellschafter),
directors, officers, employees, agents or advisers, makes any
representation or warranty, express or implied to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing
Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, indemnities,
acknowledgements and undertakings set out herein.
In particular, each such Placee (and any person acting on such
Placee's behalf) represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will subscribe
for, acquire, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
which is subject to the Prospectus Regulation (each a " Relevant
Member State ") who acquires any Placing Shares pursuant to the
Placing:
it is an EEA Qualified Investor; and
in respect of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
the Placing Shares acquired by and/or subscribed for by it in
the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
any Relevant Member State other than to EEA Qualified Investors, or
in circumstances which may give rise to an offer of securities to
the public other than an offer or resale in any Relevant Member
State to EEA Qualified Investors, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to each such
proposed offer or resale; or
where Placing Shares have been acquired or subscribed for by it
on behalf of persons in any Relevant Member State other than EEA
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons;
3. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
it is a UK Qualified Investor; and
in respect of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
the Placing Shares acquired by and/or subscribed for by it in
the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
the United Kingdom other than to UK Qualified Investors, or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in the United Kingdom to UK
Qualified Investors, or in circumstances in which the prior consent
of the Joint Bookrunners has been given to each such proposed offer
or resale; or
where the Placing Shares have been acquired or subscribed for by
it on behalf of persons in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the UK Prospectus Regulation as having been made to
such persons;
4. that it and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares is not acquiring the
Placing Shares as part of any transaction or series of transactions
that is part of a plan or scheme to evade the registration
requirements of the US Securities Act and is currently, and at the
time it subscribes for the Placing Shares will be either (i)
located outside the United States subscribing for the Placing
Shares as part of an "offshore transaction" as defined in and in
reliance on Regulation S under the US Securities Act, or (ii) if in
the United States, a qualified institutional buyer within the
meaning of Rule 144A under the US Securities Act and will have duly
executed an investor letter in a form provided to it and deliver
the same to one of the Joint Bookrunners or its Affiliates;
5. in the case of a person in Canada who acquires any Placing
Shares pursuant to the Placing:
it is an "accredited investor" within the meaning of section 1.1
NI 45-106 or subsection 73.3(1) of the OSA, as applicable;
it is, or is deemed to be, purchasing the Placing Shares as
principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution; and
such person was not created or used solely to purchase or hold
the Placing Shares as an accredited investor under NI 45-106;
6. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion, and not for distribution
in violation of applicable securities laws, and has the authority
to make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
7. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following the release of this Announcement, the Joint
Bookrunners will commence an accelerated bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. The books will open with
immediate effect following release of this Announcement. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners are acting as placement agents in
connection with the Placing. The Joint Bookrunners have today
entered into an agreement with the Company (the "Placing
Agreement") under which, on the terms and subject to the conditions
set out therein, the Joint Bookrunners have agreed, as agents for
the Company, severally to use their respective reasonable
endeavours to procure Placees for Placing Shares at a price of
GBP0.30 ( the "UK Placing Price") per Placing Share (or for Placees
in Canada CAN CDN$0.50 being the Canadian dollar equivalent) (the
"Placing Price") and as set out in the Placing Agreement.
The number of Placing Shares in the Placing will be determined
following completion of the Bookbuild and set out in the term sheet
to be entered into between the Joint Bookrunners and the Company
(the "Term Sheet"). The final number of Placing Shares and their
allocations will be decided at the close of the Bookbuild. The
timing of the closing of the bookbuild will be at the discretion of
the Company and the Joint Bookrunners. Details of the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
In accordance with the terms and subject to the conditions in
the Placing Agreement, the Placing is not underwritten and in the
event that subscribers are not obtained for all or any of the
Placing Shares (being the "Unplaced Shares") or in the event of a
default to make payment by any subscribers procured by the Joint
Bookrunners, there will be no obligation on any Joint Bookrunner to
subscribe for any Unplaced Shares or defaulted Placing Shares.
In addition, the Company is seeking to raise funds through the
issue of the Subscription Shares pursuant to the Subscription. The
Subscription is not being underwritten by the Joint Bookrunners or
any other person. The Company is also proposing to make an offer at
the Placing Price of Retail Offer Shares through the PrimaryBid
platform to raise up to GBP2 million.
The Placing Shares, the Subscription Shares and the Retail Offer
Shares have been or will be duly authorised and will, when issued,
be credited as fully paid and will rank pari passu in all respects
with the existing Common Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect
of the Common Shares after the date of issue of the Placing Shares,
the Subscription Shares or the Retail Offer Shares (as the case may
be). The Placing Shares, the Subscription Shares and the Retail
Offer Shares will be issued free of any encumbrances, liens or
other security interests.
Application for Admission to Trading on AIM and Listing on the
TSX-V
Application will be made to the London Stock Exchange plc for
the admission of the Placing Shares, the Subscription Shares and
the Retail Offer Shares to trading on AIM ("Admission").
Application has also been made to the TSX Venture Exchange
("TSX-V") to approve the issuance of the Placing Shares, the
Subscription Shares and the Retail Offer Shares.
It is expected that Admission will take place at 8.00 am on 11
April 2022 (or such later date as may be agreed between the Company
and the Joint Bookrunners, provided that such date is no later than
8.00 am on the Long Stop Date).
Participation in, and principal terms of, the Placing
1 The Joint Bookrunners are acting as joint bookrunners on the
Placing severally, and not jointly, nor jointly and severally, as
agents of the Company. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited to
participate by one of the Joint Bookrunners. Each of the Joint
Bookrunners and their respective Affiliates are entitled to enter
bids as principal in the Bookbuild.
2 The Bookbuild, if successful, will establish the number of
Placing Shares which will be included in the Placing at the Placing
Price. The number of Placing Shares and the aggregate proceeds to
be raised through the Placing will be agreed between the Joint
Bookrunners and the Company following completion of the Bookbuild.
The number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
3 To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Joint Bookrunners. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire at the
Placing Price. Bids in the Bookbuild may be scaled down by the
Joint Bookrunners on the basis referred to in paragraph 6 below.
Each of the Joint Bookrunners reserves the right not to accept bids
or to accept bids in part rather than in whole.
4 The Bookbuild is expected to close no later than 12 noon
(London time) on 6 April 2022, being the first Business Day after
the date of this Announcement, but may be closed earlier or later,
at the absolute discretion of the Joint Bookrunners and the
Company. The Joint Bookrunners may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon agreement of the Joint
Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its discretion.
5 Each Placee's allocation will be confirmed to Placees either
orally or by email by the relevant Joint Bookrunner following the
close of the Bookbuild. Subject to paragraph 9 below, the relevant
Bank's oral or email confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of such Joint
Bookrunner(as an agent of the Company) and the Company, under which
such Placee agrees to subscribe for the number of Placing Shares
allocated to it and to pay the Placing Price for each such Placing
Share on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association.
6 Subject to paragraphs 2 and 3 above, the Joint Bookrunners may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion and may scale down any
bids for this purpose on such basis as it may determine or be
directed. The Joint Bookrunners may also, notwithstanding
paragraphs 2 and 3 above and subject to the prior consent of the
Company, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of offers
shall be at the absolute discretion of the Company and the Joint
Bookrunners. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners have not received
such satisfactory evidence, the Joint Bookrunners may, in their
absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited.
7 The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of an investor representation letter (in the form required by the
Joint Bookrunners).
8 Each potential Placee located or resident in Canada must
qualify as an "accredited investor" under applicable Canadian
securities laws that has either executed and delivered, or will
execute and deliver, a Canadian Investor Letter and satisfy the
eligibility requirements set forth therein.
9 A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with the Joint
Bookrunners' and the Company's consent, will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Bank, to pay it (or its
assignee or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
that such Placee has agreed to acquire. Such Placees' obligations
will be owed to the relevant Bank.
10 Except as required by law or regulation, no press release or
other announcement will be made by any of the Joint Bookrunners or
the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
11 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
12 All obligations under the Bookbuild and the Placing will be
subject to satisfaction, fulfilment or (where applicable) waiver of
the conditions referred to below under "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing Agreement".
13 By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14 To the fullest extent permissible by law, none of the Joint
Bookrunners, the Company or any of their respective Affiliates
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Joint Bookrunners, nor the Company, nor any
of their respective Affiliates shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of
the Bookbuild or of such alternative method of effecting the
Placing as the Joint Bookrunners, their respective Affiliates and
the Company may agree or determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement with respect to the Placing are conditional on certain
conditions, including (without limitation):
1 Admission taking place not later than 8.00 a.m. in London,
United Kingdom on 11 April 2022 or such later date as is agreed in
writing between the Company and the Joint Bookrunners, but in any
event not later than 8.00 a.m. in London, United Kingdom on the
Long Stop Date;
2 the release by the Company of the results of Placing Results
Announcement by not later than 1.00 p.m. in London, United Kingdom
on the first Business Day after the date of the Placing
Agreement;
3 the Subscription Agreement having been duly executed by the
parties thereto and having become unconditional in all respects,
save for any conditions relating to Admission having occurred, and
not having lapsed or been breached, varied or terminated;
4 the Company having complied with certain of its obligations
under the Placing Agreement to the extent the same fall to be
performed prior to Admission;
5 the TSX-V granting conditional approval for the issuance of
the Placing Shares, the Subscription Shares and the Retail Offer
Shares prior to the proposed date for Admission.
If: (i) any of the conditions contained in the Placing
Agreement, including (without limitation) those detailed above, are
not fulfilled or (where applicable) waived by the Joint Bookrunners
by the relevant time or date specified (or such later time or date
as the Company and the Joint Bookrunners may agree, being not later
than 8.00 am on the Long Stop Date); or (ii) the Placing Agreement
is terminated in the circumstances specified below, the Placing
will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by it in
respect thereof.
The Joint Bookrunners may, in their absolute discretion acting
jointly, waive fulfilment of all or any of the conditions in the
Placing Agreement in whole or in part, or extend the time provided
for fulfilment of one or more conditions (to the extent that the
Joint Bookrunners are permitted to waive such condition pursuant to
the Placing Agreement). Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement. The
Joint Bookrunner may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of the Joint Bookrunners nor any of their respective
Affiliates, nor any of its or their respective Affiliates'
partners, unlimited partners (pers nlich haftende Gesellschafter),
directors, officers, employees, agents or advisers shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them or another person may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision any of them may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
Termination of the Placing Agreement
The Joint Bookrunners are entitled at any time before Admission,
to terminate the Placing Agreement in accordance with its terms in
certain circumstances, including (without limitation) if:
1 the Company has failed, in any material respect, to comply
with any of its obligations under the Placing Agreement; or
2 any of the warranties given by the Company in the Placing
Agreement was not at the date of the Placing Agreement, or has
since ceased to be true and accurate or not misleading in a manner
which a Joint Bookrunner considers material in the context of the
Placing; or
3 in the opinion of a Joint Bookrunner (acting in good faith),
there has occurred a Material Adverse Change (as defined in the
Placing Agreement) since the date of the Placing Agreement; or
4 the occurrence of certain market disruption or force majeure
events, each as specified in the Placing Agreement; or
5 the Subscription Agreement has been terminated or is otherwise
no longer in full force and effect.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after oral confirmation by the Joint Bookrunners following the
close of the Bookbuild.
By participating in the Bookbuild, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company
or the Joint Bookrunners of any right of termination or any other
right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Company or the Joint
Bookrunners or for agreement between the Company and the Joint
Bookrunners (as the case may be) and that neither the Company nor
either of the Joint Bookrunners need make any reference to, or
undertake any consultation with, Placees and that neither they nor
any of their respective Affiliates, agents, directors, officers, or
employees shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No offering document, prospectus or admission document
has been or will be prepared or submitted to be approved by the FCA
(or any other authority including in Canada) in relation to the
Placing or the Placing Shares, and Placees' commitments will be
made solely on the basis of publicly available information taken
together with the information contained in this Announcement and
any Exchange Information (as defined below) previously published by
or on behalf of the Company simultaneously with or prior to the
date of this Announcement.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement and the publicly available information
released by or on behalf of the Company is exclusively the
responsibility of the Company and confirms to the Joint Bookrunners
and the Company that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company (other than publicly available
information) or the Joint Bookrunners or their respective
Affiliates or any other person and none of the Joint Bookrunners
nor the Company, nor any of their respective Affiliates nor any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges and agrees that except in
relation to the information obtained in this Announcement it has
relied on its own investigation of the business, financial or other
position of the Company in making an offer to participate in the
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Lock-up
The Company has undertaken to each of the Joint Bookrunners
that, between the date of the Placing Agreement and 90 calendar
days after Admission, it will not, without the prior written
consent of the Joint Bookrunners, enter into certain transactions
involving or relating to the Common Shares, other than pursuant to
the Placing, the Subscription Agreement, JHI Acquisition and the
Azinam Acquisition and subject to carve-outs agreed between the
Joint Bookrunners and the Company including for acquisitions made
after 45 days after AIM Admission.
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 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 they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
CA27887W1005) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
The Joint Bookrunners and the Company reserve the right to require
settlement for, and delivery of, the Placing Shares to Placees by
such other means that they deem necessary if delivery or settlement
is not practicable in CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
In order to enable Placees in the United Kingdom to settle their
securities through CREST, the Company has appointed Computershare
Investor Services (Jersey) Limited to act as a depositary (the
"Depositary") to hold the Common Shares and issue dematerialised
depositary interests representing the underlying Common Shares
("Depositary Interests"). The Depositary will hold the Common
Shares on trust for the relevant Shareholders.
The Depositary Interests are independent English securities and
held on a register maintained by the Depositary. The Depositary
Interests have the same security code and ISIN number as the
underlying Common Shares which they represent and do not require a
separate admission to AIM. Any references to Placing Shares in this
Announcement shall include any Depositary interests issued in
relation to the same.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will receive oral or email
confirmation of the number of Placing Shares to be allocated to it
at the Placing Price, the aggregate amount owed by such Placee to
the relevant Joint Bookrunner (as agent for the Company) and
settlement instructions. It is expected that such confirmations
will be issued on or around 6 April 2022 and that this will also be
the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment for any Placing Shares is
completed in accordance with either the standing CREST or
certificated settlement instructions that it has in place with the
relevant Bank.
The Company will deliver the relevant Placing Shares in
accordance with the Placing Agreement, to a CREST account operated
by the relevant Joint Bookrunner or by electronic deposit with CDS
through the book-based system administered by CDS (as applicable)
as agent for the Company and each Joint Bookrunner will enter its
delivery (DEL) instruction into the CREST system or CDS (as
applicable). The Joint Bookrunners will hold any Placing Shares
delivered to this account as nominee for the relevant Placees
procured by it. The input to CREST or CDS by a Placee or Bank, as
the case may be, of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee or
Joint Bookrunner against payment.
It is expected that settlement of the Placing Shares will be on
11 April 2022 on a T+3 basis in accordance with the instructions
given by the Joint Bookrunners.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above Barclays Bank PLC
as determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. The foregoing is without prejudice to any
cause of action the Joint Bookrunners may have against a defaulting
Placee.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that details of the
confirmed allocation are delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject to
as provided below, be so registered free from any liability to
United Kingdom stamp duty or United Kingdom stamp duty reserve tax.
If there are any circumstances in which any other stamp duty or
stamp duty reserve tax (and/or any interest, fines or penalties
relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), none of the Joint Bookrunners nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be and (for itself and for any
such prospective Placee ) with each of the Joint Bookrunners (in
their capacity as placing agents in respect of the Placing) and the
Company, in each case as a fundamental term of its application for
Placing Shares the following:
1 it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute, duplicate or
otherwise transmit this Announcement and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person, other than
information contained in this Announcement, in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2 that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with Admission, the Bookbuild, the Company, the Placing
or the Placing Shares;
3 time is of the essence as regards its obligations under this Announcement;
4 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
5 that the Common Shares are admitted to trading on AIM and
listed on the TSX-V and that the Company is therefore required to
publish certain business and financial information in accordance
with MAR, the AIM Rules, TSX-V Policies, applicable Canadian
securities laws, and other applicable law and regulation ("
Exchange Information "), which includes a description of the nature
of the Company's business and the Company's most recent balance
sheet and profit and loss account, and similar statements for
preceding financial years and that it has reviewed such Exchange
Information and that it is able to obtain or access such Exchange
Information;
6 that none of the Joint Bookrunners nor the Company nor any of
their respective Affiliates 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 Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Joint
Bookrunners, the Company, or any of their respective Affiliates nor
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 Company and the
Joint Bookrunners, that it is not, and at the time the Placing
Shares are acquired neither it nor any beneficial owner on whose
behalf it is acquiring the Placing Shares will be, a resident of a
Restricted Territory or any other jurisdiction in which it would be
unlawful to make or accept an offer to acquire the Placing Shares,
subject to certain restrictions; and further acknowledges that the
Placing Shares have not been and will not be registered or
otherwise qualified for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved
in respect of any of the Placing Shares 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
whole or in part, in, into or within those jurisdictions or in any
other country or jurisdiction where any such action for that
purpose is required;
8 that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on their behalf has or shall have any responsibility or
liability for any information, representation or statement
contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company, including,
without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in this Announcement or any information previously
published by or on behalf of the Company or otherwise;
9 that the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any other
Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares, and that it has neither received nor relied on any other
information given or investigations, representations, warranties or
statements made by the Joint Bookrunners or the Company or any of
their respective Affiliates and none of the Joint Bookrunners nor
the Company nor any of their respective Affiliates or any person
acting on any of their respective behalf 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;
10 that it has relied on its own investigation, examination and
due diligence of the business, financial or other position of the
Company in deciding to participate in the Placing and that none of
the Joint Bookrunners nor any of their respective Affiliates nor
any person acting on any of their respective behalf have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild or the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information, and
each of them expressly disclaims any liability in respect
thereof;
11 that it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint
Bookrunners or any of their respective Affiliates or any person
acting on the Joint Bookrunners' or any of their respective
Affiliates' behalf and understands that (i) none of the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on their behalf has or shall have any liability for public
information or any representation; (ii) none of the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) none of the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of
this Announcement or otherwise;
12 that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares 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 it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
13 that it acknowledges that no action has been or will be taken
by the Company, the Joint Bookrunners, nor any person acting on
behalf of the Company, that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
14 that it and any person acting on its behalf is entitled to
acquire the Placing Shares 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
that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or
any of their respective Affiliates acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
15 that it (and any person acting on its behalf) 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;
16 that it has complied with its obligations under the Criminal
Justice Act 1993, Part VIII of FSMA and MAR and in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, 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 the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, 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. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners have not received
such satisfactory evidence, the Joint Bookrunners may, in their
absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
17 that 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, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) 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). Each Placee agrees
that the provisions of this paragraph shall survive the resale of
the Placing Shares by or on behalf of any person for whom it is
acting;
18 if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is (i) an
EEA Qualified Investor and (ii) a "professional client" or an
"eligible counterparty" within the meaning set out in EU Directive
2014/65/EU on markets in financial instruments (MIFID II), as
implemented into national law of the relevant EEA state;
19 if in the United Kingdom, that it is a UK Qualified Investor
and it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
20 that it has not distributed, forwarded, transferred or
otherwise transmitted, and will not distribute, forward, transfer
or otherwise transmit, this Announcement or any part of it, or any
other presentation or other materials concerning the Placing
(including electronic copies thereof), directly or indirectly,
whether in whole or in part, in or into any Restricted Territory or
any other jurisdiction in which such distribution, forwarding,
transfer or transmission would be unlawful;
21 where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account: (a) to acquire the
Placing Shares for each managed account; and (b) it has full power
to make the acknowledgements, representations and agreements herein
on behalf of each such account;
22 that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
23 if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than EEA Qualified Investors or persons in the
United Kingdom other than UK Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
and the Company has been given to the proposed offer or resale;
24 that 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
Placing Shares to persons in the EEA, except to EEA Qualified
Investors or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in any member state
in the EEA within the meaning of Article 2(d) of the Prospectus
Regulation;
25 that 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
Placing Shares to persons in the United Kingdom, except to UK
Qualified Investors or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of Article 2(d) of the UK
Prospectus Regulation;
26 that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are EEA Qualified Investors
and represents, warrants and undertakes that it has not offered or
sold and will not offer or sell any Placing Shares to persons in
the EEA prior to Admission except to EEA Qualified Investors or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Regulation;
27 that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are UK Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
United Kingdom prior to Admission except to UK Qualified Investors
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 the UK Prospectus Regulation;
28 that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
29 that it has complied and will comply with all applicable laws
(including all relevant provisions of the FSMA) with respect to
anything done by it in relation to the Placing Shares in respect of
anything done in, from or otherwise involving, the United
Kingdom;
30 if it has received any inside information (as that term is
defined in MAR) about the Company in advance of the Placing, it has
not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the
securities of the Company; or (iii) disclosed such information to
any person except as permitted by MAR, prior to the information
being made publicly available;
31 that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Joint Bookrunners, any of their respective Affiliates or any
person acting on their behalf being in breach of the legal and/or
regulatory requirements and/or any anti-money laundering
requirements of any territory in connection with the Placing; and
(iv) that the subscription for and purchase of the Placing Shares
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;
32 it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire
and acknowledges, agrees and undertakes that it (and any person
acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due
time and date set out herein and, in the case of the Placing
Shares, against delivery of such Placing Shares to it, failing
which the relevant Placing Shares may be placed with other Placees
or sold as the Joint Bookrunners and the Company may in their
absolute discretion determine and without liability to such Placee.
It will, however, remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) due pursuant
to the terms set out or referred to in this Announcement which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
33 that its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares to which it will be entitled,
and required, to acquire, and that the Joint Bookrunners or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
34 that its participation in the Placing will not cause its (or
its associates) aggregate shareholding in the Company to be 10% or
more of the issued share capital of the Company;
35 that none of the Company, the Joint Bookrunners nor any of
their respective Affiliates nor any person acting on their behalf,
is making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of the
Joint Bookrunners and that the Joint Bookrunners do not have 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 the Joint Bookrunners' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
36 that it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, and the Placing Shares are not
being offered or sold within the United States, except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. The Placing
Shares have not been approved or disapproved by the U.S. Securities
and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. No
prospectus will be cleared or approved in respect of the Placing
Shares under the securities laws of any Restricted Territory and,
subject to certain exceptions, the Placing Shares may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, in whole or in part, in, into or within the
United States or any other Restricted Territory, or in any country
or jurisdiction where any action for that purpose is required;
37 that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. None of the Joint Bookrunners, nor the Company nor
any of their respective Affiliates will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes (together with any interest or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify each of
the Joint Bookrunners, the Company and any of their respective
Affiliates and any person acting on their respective behalf in
respect of the same on an after-tax basis on the basis that the
relevant Placing Shares will be allotted to the CREST stock account
of the relevant Joint Bookrunner who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
38 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 and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such agreements, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the 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;
39 that each of the Joint Bookrunners, the Company and their
respective Affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each of the Joint Bookrunners on their own behalf and on
behalf of the Company and are irrevocable and, if any of the
foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify the Joint Bookrunners and the Company. All
confirmations, warranties, acknowledgements and undertakings given
by the Placee, pursuant to this Announcement are given to each
Joint Bookrunner for itself and on behalf of the Company and will
survive completion of the Placing and Admission. The Placee
irrevocably authorises each of 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;
40 that it will indemnify on an after-tax basis and hold each of
the Joint Bookrunners, the Company and their respective Affiliates
and any person acting on their behalf harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix;
41 that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Joint Bookrunners;
42 acknowledges that it irrevocably appoints any employee of the
Joint Bookrunners as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Placing;
43 that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the oral or email trade
confirmation (as the case may be) will continue notwithstanding any
amendment that may in future be made to the terms and conditions of
the Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's or the Joint Bookrunners' conduct of the Placing or any
of them;
44 that in making any decision to acquire the Placing Shares (i)
it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in the Company's 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, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, 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 or any of their
respective Affiliates, (iv) it has had sufficient time and access
to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation; (v) it is aware and
understands that an investment in the Placing Shares involves a
considerable degree of risk and it will not look to the Company,
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; and (vi) has no need for liquidity
with respect to its investment in the Placing Shares and is able to
bear the economic and financial risk of an investment in the
Company for an indefinite period of time;
45 that it acknowledges and agrees that none of the Joint
Bookrunners nor the Company owe any fiduciary or other duties to it
or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
46 understands and agrees that it may not rely on any
investigation that the Joint Bookrunners or any person acting on
their respective behalf may or may not have conducted with respect
to the Company and its Affiliates or the Placing and the Joint
Bookrunners and their respective Affiliates 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 Placing Shares, 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 any
investment or other recommendation to it to acquire the Placing
Shares. It acknowledges and agrees that no information has been
prepared by, or is the responsibility of, the Joint Bookrunners or
any of their respective Affiliates for the purposes of this
Placing;
47 that it acknowledges and agrees that it will not hold any of
the Joint Bookrunners nor any of their respective Affiliates nor
any person acting on their behalf responsible or liable for any
misstatements in, or omissions from, any publicly available
information relating to the Group, including without limitation the
Exchange Information, or information made available (whether in
written or oral form) relating to the Group (the "Information") and
that none of the Joint Bookrunners nor any person acting on behalf
of any Joint Bookrunner makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such Information or accepts any responsibility for any of such
Information;
48 that in connection with the Placing, each of the Joint
Bookrunners and any of their respective Affiliates acting as an
investor for its own account may take up Common Shares in the
Company and in that capacity may retain, purchase or sell for its
or their own account such Common Shares 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. Accordingly, references in this
Announcement to shares being issued, offered or placed should be
read as including any issue, offering or placement of such shares
in the Company to any Joint Bookrunner and any of their respective
Affiliates acting in such capacity. In addition, the Joint
Bookrunners or any of their respective Affiliates may enter into
financing arrangements (including swaps, warrants or contracts for
differences) with investors in connection with which such Joint
Bookrunners or any of their respective Affiliates may from time to
time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. None of the Joint Bookrunners nor any
of their respective Affiliates intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so;
49 that it, and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares, understands that the
Placing Shares have not been and will not be registered under the
US Securities Act or under the securities laws of any state or
other jurisdiction in the United States and are not being sold
within the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the US Securities Act;
50 that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" in the United States as defined in Regulation S,
or any form of general solicitation or general advertising (within
the meaning set out in Rule 502 of Regulation D under the US
Securities Act) nor is it subscribing for and/or purchasing Placing
Shares after any offer was targeted at identifiable groups of U.S.
citizens abroad, such as members of the U.S. armed forces serving
overseas;
51 that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein and is a qualified investor) for investment purposes only
and it does not have any contract, understanding or arrangement
with any person to sell, pledge, transfer, deliver or grant a
participation therein to such person or any third person with
respect of any Placing Shares;
52 that it will not offer or sell, directly or indirectly, any
of the Placing Shares in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act;
53 that it and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares is, and at the time of
it subscribes for the Placing Shares will be either (a) outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S; or (b) if
in the United States, a qualified institutional buyer within the
meaning of Rule 144A under the US Securities Act and will have duly
executed an investor letter in a form provided to it and deliver
the same to one of the Joint Bookrunners or its Affiliates and
understands that the Placing Shares are "restricted securities"
under the US Securities Act with significant restrictions on
transfer and may not be offered or sold by it unless the Placing
Shares are registered under the US Securities Act, or an exemption
from the registration requirements of the US Securities Act is
available;
54 that it, and the person(s), if any, for whose account or
benefit it is subscribing for Placing Shares is not acquiring the
Placing Shares as part of any transaction or series of transactions
that is part of a plan or scheme to evade the registration
requirements of the US Securities Act;
55 that, it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not acquiring
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing
Shares into the United States or in violation of the US Securities
Act;
56 if it is a person in Canada, that it is an "accredited
investor" as such term is defined in section 1.1 of NI 45-106 or,
in Ontario, as such term is defined in section 73.3(1) of the OSA
and that prior to the expiry of a period of four months and one day
from the date of issuance to the Placee of the Common Shares, will
not offer or sell any Placing Shares to persons in Canada or
through the facilities of the TSX-V.
57 if it is a person not resident in Canada that prior to the
expiry of a period of four months and one day from the date of
issuance to the Placee of the Common Shares, will not offer or sell
any Placing Shares to persons in Canada or through the facilities
of the TSX-V.
58 the Company is relying on an exemption from the requirement
to provide the Placee with a prospectus under applicable Canadian
securities laws and, as a consequence of acquiring the Placing
Shares pursuant to such exemption: (i) certain protections, rights
and remedies provided by applicable Canadian securities laws,
including statutory rights of rescission and certain statutory
remedies against an issuer, underwriters, auditors, directors and
officers that are available to investors who acquire securities
offered by a prospectus, will not be available to the Placee; (ii)
the common law may not provide investors with an adequate remedy in
the event that they suffer investment losses in connection with
securities acquired in a private placement; (iii) the Placee may
not receive information that would otherwise be required to be
given under applicable Canadian securities laws, and (iv) the
Company is relieved from certain obligations that would otherwise
apply under applicable Canadian securities laws;
59 it acknowledges that the Placing Shares will be subject to a
statutory hold (restricted sale) period in Canada for a period of
four months following the completion of the Placing and will be
embedded, whether through an electronic deposit system, an
ownership statement or on certificates that may be issued, with a
restrictive legend under applicable Canadian securities laws
substantially in the following form (and with the necessary
information inserted):
"Unless permitted under securities legislation, the holder of
this security must not trade the security before [--] 2022." [Date
will be four months and one day after the closing of the
Placing]
60 that it acknowledges that the distribution of the Placing
Shares in Canada is being made on an exempt distribution basis and
that any resale of the Placing Shares in Canada must be made
through an appropriately registered dealer or in accordance with an
available exemption from the dealer registration requirements of
applicable Canadian securities laws, and in accordance with, or
pursuant to an exemption from, the prospectus requirements of such
laws;
61 none of the Company nor the Joint Bookrunners, nor any of
their respective nor any of their respective Affiliates, or any of
their, or their respective Affiliates' partners, unlimited partners
(pers nlich haftende Gesellschafter), directors, officers, members,
employees, agents or advisers has made any written or oral
representation: (i) that any person will resell or repurchase the
Placing Shares; (ii) that any person will refund all or any part of
the purchase price for the Placing Shares; or (iii) as to the
future price or value of the Placing Shares;
62 the funds representing the purchase price which will be
advanced by the Placee to the Joint Bookrunners and/or the Company
hereunder will not represent proceeds of crime for the purposes of
the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) (the " PCMLTFA ") and the Placee acknowledges that the
Company may in the future be required by law to disclose the
Placee's name and other information relating to its purchase in the
Placing, on a confidential basis, pursuant to the PCMLTFA. To the
best of its knowledge (a) none of the funds to be provided by the
Placee (i) have been or will be derived from or related to any
activity that is deemed criminal under the law of Canada, the
United States, or any other jurisdiction, or (ii) are being
tendered on behalf of a person or entity who has not been
identified to the Placee, and (b) the Placee shall promptly notify
the Company if the Placee discovers that any of such
representations ceases to be true, and to provide the Company with
appropriate information in connection therewith;
63 it understands that certain personal information may be
collected by the Company for the purposes of completing the
Placing, which includes, without limitation, determining its
eligibility to purchase the Placing Shares under Canadian
securities laws and other applicable securities laws and completing
filings required by any securities commission or other regulatory
authority; that its personal information may be disclosed by the
Company to: (i) securities commissions or stock exchanges, (ii) the
Canada Revenue Agency or other taxing authorities, and (iii) any of
the other parties involved in the Placing, including legal counsel
to the Company, the Joint Bookrunners and any dealer who sells
Placing Shares to such Placee and may be included in record books
in connection with the Placing; and that by purchasing the Placing
Shares, it will be deemed to have consented to the foregoing
collection, use and disclosure of its personal information and the
filing of copies or originals of any of its documents submitted
hereunder as may be required to be filed with any securities
commission or stock exchange in connection with the transactions
contemplated hereby;
64 it understands that certain information provided by it,
including its name, address, telephone number and email address,
the number of Placing Shares being purchased, the exemption being
relied upon by it in purchasing the Placing Shares and its
registrant or insider status, if applicable, will be disclosed to
the applicable securities regulatory authorities, such information
is being collected by such securities regulatory authorities under
the authority granted to each of them under securities legislation
and it will be deemed to have authorised the indirect collection of
such information by such securities regulatory authorities. This
information is being collected for the purposes of the
administration and enforcement of the securities legislation of
such jurisdictions. In the event the Placee has any questions with
respect to the indirect collection of such information by such
securities regulatory authorities and regulators, it should contact
the applicable securities regulatory authority or regulator using
the contact information set out below:
British Columbia Securities Commission Alberta Securities Commission
P.O. Box 10142, Pacific Centre Suite 600, 250 - 5(th) Street SW
701 West Georgia Street Calgary, Alberta T2P 0R4
Vancouver, British Columbia V7Y 1L2 Telephone: (403) 297-6454
Inquiries: (604) 899-6854 Toll free in Canada: 1-877-355-0585
Toll free in Canada: 1-800-373-6393 Facsimile: (403) 297-2082
Facsimile: (604) 899-6581 Public official contact: FOIP Coordinator
Email: FOI-privacy@bcsc.bc.ca
Public official contact: FOI Inquiries
Ontario Securities Commission
20 Queen Street West, 22(nd) Floor
Toronto, Ontario M5H 3S8
Telephone: (416) 593- 8314
Toll free in Canada: 1-877-785-1555
Facsimile: (416) 593-8122
Email: Exemptmarketfilings@osc.gov.on.ca
Public official contact: Inquiries Officer
65 if required by applicable Canadian securities laws (including
any policies of the TSX-V), it will execute, deliver and file or
assist the Company in filing such reports, undertakings and other
documents relating to the purchase of the Placing Shares as may be
required;
66 that each of the Joint Bookrunners and their respective
Affiliates may have engaged in transactions with, and provided
various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its Affiliates for which they would have
received customary fees and commissions and that each of the Joint
Bookrunners and their respective Affiliates may provide such
services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Joint Bookrunners
(for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Joint Bookrunners or the
Company owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents or nominees,
direct from the Company for the Placing Shares in question. None of
the Company or the Joint Bookrunners will be responsible for any UK
stamp duty or UK stamp duty reserve tax or any other transfer taxes
(including any interest, fines and penalties relating thereto)
arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. None
of the Joint Bookrunners nor the Company are liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or
taxes ("transfer taxes") or related interest, fines or penalties
that arise (i) if there are any such arrangements (or if any such
arrangements arise subsequent to the acquisition by Placees of
Placing Shares) or (ii) on a sale of Placing Shares, or (iii)
otherwise than under the laws of the United Kingdom. Each Placee to
whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Joint Bookrunners, the Company, their respective
Affiliates and any person acting on any of their respective behalf
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any Joint Bookrunners or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Joint Bookrunners
are receiving a fee in connection with their role in respect of the
Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with any of the Joint Bookrunners on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the
FCA made under the FSMA. The Placee acknowledges that the money
will not be subject to the protections conferred by the client
money rules, as a consequence, this money will not be segregated
from the Joint Bookrunners' money in accordance with the client
money rules and will be used by the Joint Bookrunners in the course
of its own business, and the Placee will rank only as a general
creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The rights and remedies of the Joint Bookrunners 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.
If a Placee is a discretionary fund manager, the Placee may be
asked to disclose in writing or orally to the Joint Bookrunners the
jurisdiction in which the funds are managed or owned.
Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission has the meaning given to in in Appendix
1 of this Announcement.
Affiliate has the meaning given in Rule 501(b)
of Regulation D under the US Securities
Act or Rule 405 under the US Securities
Act, as applicable and, in the case
of the Company, includes its subsidiary
undertakings.
AIM the AIM Market operated by the London
Stock Exchange Plc
AIM Rules means the AIM Rules for Companies published
by the London Stock Exchange plc.
Announcement means this announcement (including its
Appendices).
Azinam Acquisition means the acquisition by the Company
of Azinam Group Limited pursuant to
a share purchase agreement entered between
the Company and Azinam Group Holdings
Limited on 7 February 2022.
Azinam Blocks means Block 2B and Blocks 3B/4B offshore
South Africa.
Berenberg Means Joh. Berenberg, Gossler & Co.
KG, London Branch a limited partnership
registered in Germany (registered number
HRA 42659) whose registered office is
Neuer Jungfernstieg 20, 20354 Hamburg,
Germany acting through its London branch
at 60 Threadneedle Street, London EC2R
8HP (together with any affiliate providing
services to the Company);
Bookbuild means the accelerated bookbuilding process
to be commenced by the Joint Bookrunners
to use reasonable endeavours to procure
Placees for the Placing Shares, as described
in this Announcement and subject to
the terms and conditions set out in
this Announcement and the Placing Agreement.
Business Day means any day, other than a Saturday
or Sunday, when clearing banks are open
for business in London, United Kingdom,
Toronto, Canada and New York, United
States of America;
CDS means the Canadian Depository for Securities
Ltd.
Common Shares means the common shares of no par value
in the Company.
Company Means Eco (Atlantic) Oil & Gas Ltd (company
number CO926072 ) a company incorporated
in British Columbia with registered
number CO926072 whose registered office
is at Suite 1700, Park Place, 666 Burrard
Street, Vancouver, BC V6C 2X8, Canada.
CREST means the relevant system (as defined
in theCREST Regulations ) in respect
of which Euroclear is the Operator (as
defined in the CREST Regulations) in
accordance with which securities may
be held and transferred in uncertificated
form.
CREST Regulations means the Uncertificated Securities
Regulations 2001 (SI 2001/3755), as
amended from time to time
Directors means the directors of the Company for
the time being
Depositary has the meaning given to it in Appendix
1.
Depositary Interests has the meaning given to it in Appendix
1.
DTRs means the Disclosure Guidance and Transparency
Rules sourcebook published by the FCA
from time to time
Echelon mean Echelon Wealth Partners Inc a company
registered in Canada with registration
number 32420 whose registered office
is at Brookfield Place, 181 Bay Street,
Suite 2500, Toronto, ON, M5J 2T3 (together
with any affiliate providing services
to the Company) .
EEA means European Economic Area.
EEA Qualified Investor means qualified investors as defined
in Article 2(e) of the Prospectus Regulation.
Euroclear means Euroclear UK & Ireland Limited,
a company incorporated under the laws
of England and Wales.
Equity Fundraise means the Placing, the Subscription
and the Retail Offer
Equity Fundraise Shares means the Placing Shares, the Subscription
Shares and the Retail Offer Shares
Exchanges means the LSE and TSX-V and "Exchange"
shall be construed accordingly
Exchange Information has the meaning given to in in Appendix
1 of this Announcement.
FCA or Financial Conduct means the UK Financial Conduct Authority.
Authority
FSMA means the Financial Services and Markets
Act 2000 (as amended, including any
regulations made pursuant thereto).
Group means the Company and its subsidiary
undertakings.
JHI Acquisition means the proposed acquisition by the
Company of JHI Associates Inc. pursuant
to the terms of the commercially binding
term sheet dated 14 March 2022.
Joint Bookrunners means Berenberg, SpareBank and Echelon
in in their roles as joint bookrunners
for the Company and "Joint Bookrunner"
shall be construed accordingly.
London Stock Exchange means London Stock Exchange plc.
or LSE
Information has the meaning given to in in Appendix
1 of this Announcement.
Long Stop Date means 22 April 2022.
MAR means the Market Abuse Regulation (EU)
No.596/2014 as it forms part of the
law of the United Kingdom by virtue
of the European Union (Withdrawal) Act
2018.
Order has the meaning given to it in the main
body of this Announcement.
PCMLTFA has the meaning given to in in Appendix
1 of this Announcement.
Placee means any person procured by any of
the Joint Bookrunners (acting as agents
for and on behalf of the Company), on
the terms and subject to the conditions
of the Placing Agreement, to subscribe
for the Placing Shares pursuant to the
Placing.
Placing has the meaning given to it in the main
body of this Announcement.
Placing Agreement has the meaning given to it in Appendix
I to this Announcement.
Placing Documents means any press announcement, presentation
materials and any other document published
or issued by or on behalf of the Company
for the purposes of the Placing or the
applications for Admission (including
any amendments and supplements to the
foregoing).
Placing Price has the meaning given to it in the main
body of this Announcement.
Placing Results Announcement means the announcement of the results
of the Bookbuild via a Regulatory Information
Service;
Placing Shares has the meaning given to it in the main
body of this Announcement.
Prospectus Regulation means the Prospectus Regulation (EU)
2017/1129.
Publicly Available means the information contained in this
Information Announcement and any information publicly
announced through a Regulatory Information
Service by or on behalf of the Company
on or prior to the date of this Announcement;
Regulations has the meaning given to it in Appendix
1 of this Announcement.
Regulation S means Regulation S promulgated under
the US Securities Act.
Regulatory Information means a primary information provider
Service that has been approved by the FCA to
disseminate regulated information.
Relevant Persons has the meaning given to in in Appendix
1 of this Announcement.
Restricted Territory means the United States, Canada, Australia,
New Zealand, the Republic of South Africa
or Japan.
Shareholders means shareholders of the Company
SpareBank means SpareBank 1 Markets AS.
Strand Hanson means Strand Hanson Limited, a company
incorporated in England and Wales with
registration number 02780169 whose registered
office is at 26 Mount Row, London, England,
W1K 3SQ.
Subscription means the subscription by Africa Oil
Corp for the Subscription Shares.
Subscription Agreement means the subscription agreement to
be entered into between the Company
and Africa Oil Corp in relation to the
l Subscription.
Subscription Shares means the new Common Shares proposed
to be issued by the Company pursuant
to the Subscription Agreement.
subsidiary has the meaning given to that term in
the Companies Act 2006.
subsidiary undertaking has the meaning given to that term in
the Companies Act 2006.
Term Sheet means the term sheet as may be executed
by the Company and the Joint Bookrunners.
Terms and Conditions means the terms and conditions of the
Placing set out in Appendix I to this
Announcement.
transfer taxes means stamp duty or stamp duty reserve
tax or any other similar duties or taxes.
TSX-V has the meaning given to it in the main
body of this Announcement.
TSX-V Policies means the policies of the TSX-V.
UK Prospectus Regulation means Prospectus Regulation (EU) 2017/1129
as it forms part of domestic law by
virtue of the European Union (Withdrawal)
Act 2018.
uncertificated or in means in respect of a share or other
uncertificated form security, where that share or other
security is recorded on the relevant
register of the share or security concerned
as being held in uncertificated form
in CREST and title to which may be transferred
by means of CREST.
UK Qualified Investor means qualified investors as defined
in Article 2(e) of the UK Prospectus
Regulation.
United Kingdom or UK means the United Kingdom of Great Britain
and Northern Ireland.
United States means the United States of America,
its territories and possessions, any
state of the United States and the District
of Columbia.
US Securities Act means the U.S. Securities Act of 1933,
as amended.
Unless otherwise indicated in this Announcement, all references
to "", "GBP", "pounds", "pound sterling", "sterling", "p", "penny"
or "pence" are to the lawful currency of the UK. All references to
"U.S.$","$" or "dollars" are to the lawful currency of the United
States of America. All references to "CDN$", or "Canadian dollars"
are to the lawful currency of Canada.
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
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(END) Dow Jones Newswires
April 05, 2022 12:01 ET (16:01 GMT)
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