TIDMNMT
RNS Number : 0376U
Neometals Ltd
20 November 2023
Not for release to US wire services or distribution in the
United States
THIS ANNOUNCEMENT (INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN), IS FOR INFORMATION PURPOSES ONLY AND IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, AND DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE INTO OR FROM THE UNITED
STATES, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF NEOMETALS LTD IN THE UNITED STATES, CANADA, SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON
MARKET ABUSE, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED ("UK MAR").
20 November 2023
Neometals Ltd
("Neometals" or the "Company")
PROPOSED EQUITY RAISING TO ADVANCE DEVELOPMENT AND EXPANSION OF
PRIMOBIUS
Highlights
-- Neometals intends to undertake an equity placement (the
"Placement") to raise gross proceeds of approximately A$7.0 million
(equivalent to approximately GBP3.7(1) million) and a
non-renounceable entitlement issue (the "Entitlement Issue") to
raise up to approximately A$13.0 million (equivalent to
approximately GBP6.8(1) million). The Placement is to be conducted
through an accelerated bookbuild process (the "Bookbuild"), which
will be launched immediately following the release of this
Announcement (including the Appendix) (the "Announcement").
-- The Placement price of A$0.19 per New Ordinary Share (as
defined below) (equivalent to GBP0.10(1) pence) (the "Placement
Price") represents a discount of approximately 24.0 per cent to the
last closing price of A$0.25 per share on the Australian Securities
Exchange ("ASX") on 20 November 2023 and discount of approximately
26.1 per cent to the 5-day volume weighted average price on the ASX
of A$0.2571 per share up to and including 20 November 2023.
-- The proceeds of the Placement are intended to be used
primarily to advance the development and expansion of the Company's
Primobius lithium-ion battery ("LIB") recycling Joint Venture
("JV") (the "Primobius JV") and to progress Neometals' other
businesses.
-- Euroz Hartley Limited ("Euroz") is acting as lead manager
("Lead Manager") to the Placement in Australia, pursuant to a
mandate letter entered into with the Company on 20 November 2023
("Australian Placement Agreement") and Cavendish Capital Markets
Limited ("Cavendish") is acting as co-manager, bookrunner and agent
("Co-Manager") in connection with the Placement in the UK, pursuant
to a placement agreement entered into with the Company on 20
November 2023 ("UK Placement Agreement"; and, together with the
Australian Placement Agreement, the "Placement Agreements").
Innovative battery materials recycler, Neometals Ltd (ASX: NMT
& AIM: NMT), announces that it intends to raise gross proceeds
of approximately A$7.0 million (GBP3.7 million(1) ) by way of a
Placement at the Placement Price.
The Placement will comprise the issue of new ordinary shares of
no-par value each in the capital of the Company (the "New Ordinary
Shares"). The Bookbuild will be launched immediately following the
release of this Announcement. The exact number of New Ordinary
Shares ("Placement Shares") to be issued in Australia and in the UK
will be agreed by the Lead Manager, the Co-Manager and the Company
at the close of the Bookbuild. Details of the number of the New
Ordinary Shares to be issued will be announced as soon as
practicable after the close of the Bookbuild.
The Entitlement Issue will be offered to eligible Neometals
shareholders with registered addresses in Australia or New Zealand
to raise up to an additional A$13.0 million. The Entitlement Issue
will be priced at the Placement Price.
Chris Reed, Neometals' Managing Director and Chief Executive
Officer, commented:
"We have not raised equity capital for 11 years and welcome new
investors to join the register as well as those existing
shareholders topping up their holdings. Not only will the Placement
and Entitlement Issue allow us to bridge finance ahead of more
material revenues to the Primobius JV, it also allows us to bolster
what has historically been a retail dominated register."
(1) Calculated by reference to a GBP:AUD exchange rate of 1:1.90
as at 9:00 a.m. UK time on 20 November 2023
Background to and Reasons for the Placement
Neometals' key LIB recycling business, Primobius, is focused on
exploiting a proprietary process ("Recycling Technology") to
produce nickel, cobalt and lithium (amongst other products) from
production scrap and end-of-life LIBs in a 50:50 incorporated JV
with leading global plant builder SMS group. The Primobius JV is
the recycling technology partner to Mercedes-Benz, which has
ordered a 2,500tpa shredding 'Spoke' plant which has commenced the
installation phase in southern Germany in Q4 2023 with
commissioning set to commence in Q1 2024. This marks a significant
milestone for Primobius as it represents the first commercial
recycling plant supply agreement to a global electric vehicle
OEM.
The Primobius 2,500tpa Spoke can now be supplied to existing
licensees and new customers and similar supply arrangements for the
Hub is targeted for Q4 2023. Primobius expects a separate Hub
purchase order from Mercedes-Benz in Q4 2023.
In addition, Primobius has an option to purchase company equity
in a Recycling Technology licensee (Stelco in Canada) which plans
to own the first 20,000tpa operation ("Option"). If the Option is
not exercised, Stelco will retain its North America technology
license and Primobius will be entitled to a gross revenue
royalty.
The Company intends to conduct the Placement to raise proceeds
primarily to advance the development and expansion of the Primobius
LIB recycling JV whilst also progressing Neometals' other
businesses. In particular, funds raised from the Placement will
support Primobius in delivering its 2,500tpa Spoke plant for
Mercedes-Benz by the end of H1 2024 and enable Primobius to secure
the separate Hub purchase order to deliver a fully integrated plant
for Mercedes-Benz by the end of H2 2024. In addition, Primobius
intends to progress the construction and installation of a
20,000tpa Spoke plant for Stelco by the end of H2 2024.
The proposed proceeds of the Placement and Entitlement Issue, in
addition to existing cash on hand, are intended to be used by
Neometals over the next 18-months as follows:
-- A$15.5 million to fund activities at the Primobius LiB recycling development
-- A$1.2 million to fund Lithium Chemical research development activities
-- A$2.5 million to fund the Vanadium and Titanium business units
-- A$6.9 million for corporate and working capital purposes
Details of the Placement
The Company announces today that it intends to raise gross
proceeds of approximately A$ 7.0 million / GBP3.7 million through
the issue of approximately 36.8 million New Ordinary Shares at a
Placement Price of A$ 0.19 per New Ordinary Share ( GBP0.10(1) )
utilising Neometals' existing placement capacity under ASX Listing
Rule 7.1.
The total number of Placement Shares is expected to represent
approximately 6.67 per cent of the Company's existing issued share
capital. The Company, in conjunction with the Lead Manager and the
Co-Manager, reserves the right to accept over-subscriptions for
Placement Shares and to determine the maximum number of Placement
Shares that will be issued in the Placement.
Placement Shares will rank equally with existing Neometals
shares from the date of issue.
The Placement will be conducted by way of an accelerated
bookbuild process, which will be launched immediately following the
release of this Announcement and will be made available to eligible
institutional, professional, and sophisticated investors
("Placees"). The Bookbuild is expected to close no later than 11.00
p.m. (UK time) on 21 November 2023.
The timing of the closing of the Bookbuild and allocations are
at the discretion of Neometals together with the Lead Manager and
the Co-Manager . Final details of the Placement and the number of
Placement Shares will be announced as soon as practicable after the
close of the Bookbuild.
An indicative timetable for the Placement and Entitlement Issue
is set out below. The timetable remains subject to change at the
Company's discretion, subject to compliance with applicable laws,
the ASX Listing Rules and the AIM Rules for Companies.
The Placement will be conducted in accordance with the terms and
conditions set out in the Appendix (which forms part of this
Announcement).
Application will be made to the ASX and the London Stock
Exchange for the relevant Placement Shares to be admitted to
trading on ASX and AIM. It is expected that admission to trading on
ASX ("ASX Admission") of the relevant Placement Shares will
commence on ASX on 29 November 2023 and that admission to trading
on AIM ("UK Admission") (together with ASX Admission "Admission")
will become effective and that dealings in the relevant Placement
Shares will commence on AIM at 8.00 a.m. (UK time) on 29 November
2023.
Euroz is acting as Lead Manager in Australia and Cavendish is
acting as Co-Manager in the UK in connection with the Placement.
The Placement is not underwritten.
Further details of the Placement are also set out in the
Company's investor presentation lodged with the ASX today. The
investor presentation contains important information including key
risks of investing in Neometals and foreign selling restrictions
with respect to the Placement.
Conditions to the Placement
The Placement is conditional on Admission becoming effective and
the Placement Agreements not being terminated in accordance with
their terms. If the Australian Placement Agreement is terminated in
accordance with its terms the Placement will not proceed. If the UK
Placement Agreement is terminated in accordance with its terms the
UK component of the Placement will not proceed.
Your attention is drawn to the detailed terms and conditions of
the Placement described in the Appendix to this Announcement. By
choosing to participate in the Placement and by making an oral and
legally binding offer to acquire Placement Shares, investors will
be deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix. In particular, investors should read and understand
the information provided in the 'Important Information' section of
this Announcement.
Details of the Entitlement Issue
Eligible Neometals shareholders, being shareholders who had a
registered address in Australia or New Zealand on Neometals'
register at 5.00pm (Perth time) on 24 November 2023, will be
invited to subscribe for 1 new share for every 8 fully paid
ordinary shares at the offer price of A$0.19 per New Ordinary Share
(being the same as the Placement Price) ("Offer Price").
It is intended that the Entitlement Issue will raise up to
A$13.0 million / GBP6.8 million. Eligible shareholders who take up
their full entitlement, may also apply for additional New Ordinary
Shares in excess of their Entitlement, at the Offer Price (subject
to compliance with application laws and to the terms set out in the
Entitlement Issue Offer Booklet). Additional New Ordinary Shares
will only be available where there is a shortfall between
applications received from eligible shareholders and the number of
New Ordinary Shares proposed to be issued under the Entitlement
Issue. Neometals retains the flexibility to scale back applications
for additional New Ordinary Shares at its discretion. New Ordinary
Shares issued under the Entitlement Issue will rank equally with
existing Neometals shares from the date of issue. The Entitlement
Issue is not underwritten.
Further details of the Entitlement Issue will be set out in the
Entitlement Issue Offer Booklet, which will be released to ASX and
made available to eligible shareholders in Australia and New
Zealand on or around 29 November 2023. The Entitlement Issue Offer
Booklet will contain instructions on how to participate in the
Entitlement Issue . The Entitlement Issue is subject to the terms
and conditions set out in the Entitlement Issue Offer Booklet.
Indicative Placement and Entitlement Issue Timetable
Event Date
Announcement of Placement on AIM 20 November
2023
------------
Trading halt and announcement of Placement on ASX 21 November
2023
------------
Announcement of the completion of the Placement 23 November
2023
------------
Trading halt lifted on ASX 23 November
2023
------------
Record date for Entitlement Issue (5:00pm) 24 November
2023
------------
Settlement of Placement Shares 28 November
2023
------------
Allotment and normal trading of Placement Shares 29 November
2023
------------
Entitlement Issue Booklet made available and Entitlement 29 November
Issue offer opening date 2023
------------
Expected Entitlement Issue offer closing date (5:00pm) 8 December
2023
------------
Issue and allotment of New Ordinary Shares under 15 December
the Entitlement Issue 2023
------------
Trading of New Ordinary Shares issued under the 18 December
Entitlement Issue commences 2023
------------
These dates are indicative only and are subject to change
without notice. All times and dates refer to times and dates in
Perth, Australia. Subject to the requirements of the Corporations
Act 2001 (Cth) ("Corporations Act"), the ASX Listing Rules and any
other applicable laws, Neometals has the right, with the consent of
the Lead Manager and the Co-Manager (in certain circumstances), to
amend the timetable, including extending the Entitlement Issue
offer period or accepting late applications (either generally or in
particular cases) without notice. The Company encourages eligible
shareholders who wish to participate in the Entitlement Issue to
act promptly in submitting their application forms. The Company
reserves the right to close the Entitlement Issue early, by making
an announcement to the ASX.
Further information and securityholder enquiries in relation to
the Entitlement Issue
A copy of the Entitlement Issue Offer Booklet along with
information about how to apply under the Entitlement Issue will be
available from the offer open date at
www.computersharecas.com.au/nmtoffer . If you have any questions in
relation to how to participate in the Entitlement Issue , please
contact the Offer Information Line from 8.30am to 5.00pm (Sydney
time) Monday to Friday on 1300 850 505 (for callers within
Australia) or +61 3 9415 4000 (for callers outside Australia) or
consult your financial or other adviser.
Market Abuse Regulation Disclosure
The information contained within this Announcement is deemed by
the Company to constitute inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) No 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended ("UK MAR"). Market Soundings, as
defined in UK MAR, were taken in respect of the proposed Placement
with the result that certain persons became aware of this inside
information, as permitted by UK MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and therefore those persons that received inside
information in the market sounding are no longer in possession of
such inside information relating to the Company and its securities.
The person responsible for arranging and authorising the release of
this Announcement on behalf of the Company is Chris Reed, Managing
Director & CEO.
Authorised on behalf of Neometals by Chris Reed, Managing
Director & CEO
For more information, please contact:
Neometals Ltd
Chris Reed, Managing Director & Chief Executive
Officer +61 8 9322 1182
Jeremy McManus, General Manager - Intellectual
Property & Investor Relations +61 8 9322 1182
Cavendish Capital Markets Limited
+44 (0)131 220
Neil McDonald 6939
Pete Lynch
Adam Rae
+ 44(0) 20 3
Camarco - PR 757 4980
Gordon Poole
Emily Hall
Lily Pettifar
About Neometals
Neometals has developed and is commercialising three
environmentally-friendly processing technologies that produce
critical and strategic battery materials at lowest quartile costs
with minimal carbon footprint.
Through strong industry partnerships, Neometals is demonstrating
the economic and environmental benefits of sustainably producing
lithium, nickel, cobalt and vanadium from lithium-ion battery
recycling and steel waste recovery. This reduces the reliance on
traditional mine-based supply chains and creating more resilient,
circular supply chains to support the energy transition.
The Company's three core business units are seeking to exploit
the technologies under principal, joint venture and licensing
business models:
Lithium-ion Battery ("LIB") Recycling (50% technology)
Commercialisation via Primobius GmbH JV (NMT 50% equity). All
plants built by Primobius' co-owner (SMS group 50% equity), a
150-year-old German plant builder. Providing recycling service as
principal in Germany and commenced plant supply and licensing
activities as technology partner to Mercedes-Benz. Primobius
targeting first commercial 20,000tpa plant offer to Canadian
company Stelco in the DecQ 2023.
Lithium Chemicals (70% technology)
Commercialising patented ELi(TM) electrolysis process, co-owned
30% by Mineral Resources Ltd, to produce battery quality lithium
hydroxide from brine and/or hard-rock feedstocks at lowest quartile
operating costs. Co-funding Pilot Plant trials in 2023 with planned
Demonstration Plant trials and evaluation studies in 2024 for
potential 25,000tpa LiOH operation in Portugal under a JV with
related entity to Bondalti, Portugal's largest chemical
company.
Vanadium Recovery (100% technology)
Aiming to enable sustainable production of high-purity vanadium
pentoxide from processing of steelmaking by-product ("Slag") at
lowest-quartile operating cost. Targeting partnerships with steel
makers and participants in the vanadium chemical value chain under
a low risk / low capex technology licensing business model.
ADDITIONAL INFORMATION
This Announcement should be read in its entirety, including the
Appendix. Investors' attention is drawn to the detailed terms and
conditions of the Placement described in the Appendix (which forms
part of this Announcement).
The information contained in this Announcement does not
constitute investment or financial product advice (nor taxation,
accounting or legal advice), is not a recommendation to acquire
Neometals shares and is not intended to be used or relied upon
solely as the basis for making any investment decision. The
information in this Announcement does not contain all the
information necessary to fully evaluate an investment in Neometals.
It should be read in conjunction with the other materials lodged
with ASX in relation to the Placement and the Entitlement Issue
(including the investor presentation and the key risks set out
therein), and Neometals' other periodic and continuous disclosure
announcements. This Announcement has been prepared without taking
into account the investment objectives, financial situation or
needs of any individuals. Before making any investment decisions,
prospective investors should consider the appropriateness of the
information having regard to their own investment objectives,
financial situation and needs and should seek legal, accounting and
taxation advice appropriate to their jurisdiction. Neometals is not
licensed to provide investment or financial product advice in
respect of Neometals shares. Cooling off rights do not apply to the
acquisition of New Ordinary Shares pursuant to the Placement or
Entitlement Issue.
Forward Looking Statements
This Announcement contains certain forward-looking statements.
These forward-looking statements are based on Neometals'
expectations and beliefs concerning future events. Forward-looking
statements are necessarily subject to risks, uncertainties and
other factors, many of which are outside the control of Neometals,
which could cause actual results to differ materially from such
statements. Forward-looking statements are provided as a general
guide only and should not be relied upon as an indication or
guarantee of future performance. Actual results, performance or
achievements may differ materially from those expressed or implied
in such statements and any projections and assumptions on which
these statements are based. These statements may assume the success
of Neometals' business strategies. The success of any of those
strategies will be realised in the period for which the
forward-looking statement may have been prepared or otherwise.
Readers are strongly cautioned not to place undue reliance on
forward-looking statements. Neometals makes no undertaking to
subsequently update or revise the forward-looking statements made
in this Announcement, to reflect the circumstances or events after
the date of this Announcement.
Not for release to US wire services or distribution in the
United States.
This Announcement has been prepared for publication in Australia
and the United Kingdom and may not be released to US wire services
or distributed in the United States. This Announcement does not
constitute an offer of securities for sale in the United States or
any other jurisdiction. Any securities described in this
Announcement have not been and will not be registered under the US
Securities Act 1933 (as amended) or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold in the United States absent registration under
the US Securities Act of 1933 (as amended) or an exemption from
registration.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Lead Manager or the Co-Manager or by any of their respective
affiliates or representatives as to, or in relation to, the
contents of the information contained in this Announcement or any
other written or oral information made available to or publicly
available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of any of
the Lead Manager and the Co-Manager or any of their respective
affiliates or representatives in connection with the Company or the
Placement Shares and any liability therefor is expressly
disclaimed. The Lead Manager and the Co-Manager and each of their
respective affiliates or representatives accordingly disclaim all
and any liability, whether arising in tort, contract or otherwise
(save as referred to above) in respect of any statements or other
information contained in this Announcement and no representation or
warranty, express or implied, is made by any of the Lead Manager or
the Co-Manager or any of their respective affiliates or
representatives as to the accuracy, completeness or sufficiency of
the information contained in this Announcement. Members of the
public are not eligible to take part in the Placement. This
Announcement and the terms and conditions set out herein are for
information purposes only and are directed at and may only be
communicated to persons in member states of the European Economic
Area (the "EEA) who are "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") ("Qualified Investors"). In addition, in the United
Kingdom this Announcement and the terms and conditions set out
herein are directed at and may only be communicated to persons who
are "qualified investors" within the meaning of Article 2(e) of the
UK version of the Regulation (EU) 2017/1129 as it forms part of the
UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the "UK Prospectus Regulation") and who are also persons
(i) who have professional experience in matters relating to
investments and 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"); (ii) who are high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order;
or (iii) to whom it may otherwise lawfully be communicated (all
such persons together being referred to as "Relevant Persons"). Any
investment or investment activity to which this Announcement
relates is only available in the EEA, to Qualified Investors, and
in the United Kingdom, to Relevant Persons, and will be engaged in
only with such persons. Any person in the EEA who is not a
Qualified Investor and any person in the United Kingdom who is not
a Relevant Person should not act or rely on this Announcement.
Persons distributing this Announcement must satisfy themselves
that is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Placement Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company or
the Lead Manager or the Co-Manager or any of their respective
affiliates or representatives that would permit an offer of the
Placement Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placement Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement comes
are required by the Company and the Lead Manager and the Co-Manager
to inform themselves about and to observe any such
restrictions.
Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. This Announcement
does not constitute a recommendation to acquire any securities of
the Company.
In connection with the Placement, the Lead Manager and the
Co-Manager may release communications to the market as to the
extent to which the book is "covered". A communication that a
transaction is, or that the books are, "covered" refers to the
position of the order book at that time. It is not an assurance
that the books will remain covered, that the transaction will take
place on any terms indicated or at all, or that if the transaction
does take place, the securities will be fully distributed by the
Lead Manager and the Co-Manager.
Euroz is regulated in Australia by the Australian Securities
& Investments Commission. Cavendish is authorised and regulated
in the United Kingdom by the Financial Conduct Authority .
Cavendish and Euroz are acting exclusively for the Company and no
one else in connection with the Placement, the content of this
Announcement and other matters described in this Announcement.
Cavendish and Euroz will not regard any other person as their
respective clients in relation to the Placement, the content of
this Announcement and other matters described in this Announcement
and will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to their
respective clients or for providing advice to any other person in
relation to the Placement, the content of this Announcement or any
other matters referred to in this Announcement.
In connection with the Placement, each of Cavendish and Euroz
and any of their affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placement as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for their own accounts such shares and other
securities of the Company or related investments in connection with
the Placement or otherwise. Accordingly, references to Placement
Shares being offered, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or acquisition, placing
or dealing by, the Lead Manager and the Co-Manager and any of their
affiliates acting in such capacity. In addition, the Lead Manager
and the Co-Manager and any of their affiliates may enter into
financing arrangements (including swaps) with investors in
connection with which the Lead Manager and the Co-Manager and any
of their respective affiliates may from time to time acquire, hold
or dispose of shares. The Lead Manager and the Co-Manager do not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
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 Placement Shares have
been subject to a product approval process, which has determined
that the Placement 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
respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placement Shares
may decline and investors could lose all or part of their
investment; the Placement Shares offer no guaranteed income and no
capital protection; and an investment in the Placement 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 UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placement. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the
Co-Manager will only procure investors in the UK who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 Placement
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the securities referred to
herein 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 Placement Shares have been subject to a product approval
process, which has determined that such Placement 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 Placement Shares may decline and
investors could lose all or part of their investment; the Placement
Shares offer no guaranteed income and no capital protection; and an
investment in the Placement 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, the Co-Manager
will only procure investors in the EU 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 Placement Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placement Shares and
determining appropriate distribution channels.
APPIX - TERMS AND CONDITIONS OF THE PLACEMENT
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACEMENT
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACEMENT. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR
THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU
QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (THE "UK
PROSPECTUS REGULATION") WHO ARE (I) PERSONS 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 AMED (THE "ORDER"), OR (II) PERSONS WHO ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES
OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE
ORDER ("UK QUALIFIED INVESTORS"); OR (C) OTHERWISE, PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH SUCH PERSONS
IN (A), (B) AND (C) REFERRED TO AS "RELEVANT PERSONS"). NO OTHER
PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN 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 AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES")), CANADA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND
THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, CANADA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE PLACEMENT SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE
UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACEMENT
SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL,
BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE
PLACEMENT SHARES.
THIS ANNOUNCEMENT IS BEING DISTRIBUTED AND COMMUNICATED TO
PERSONS IN THE UK ONLY IN CIRCUMSTANCES TO WHICH SECTION 21(1) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA") DOES
NOT APPLY. ALL OFFERS OF THE PLACEMENT SHARES WILL BE MADE PURSUANT
TO AN EXEMPTION UNDER THE UK PROSPECTUS REGULATION FROM THE
REQUIREMENT TO PRODUCE A PROSPECTUS.
General
Persons who are invited to and who choose to participate in the
placement (the "Placement") of the Placement Shares (as defined
below) by the Co-Manager by making an oral or written offer to
acquire Placement Shares (including any individuals, funds or
others on whose behalf a commitment to acquire Placement Shares is
given) ("Placees") will be deemed to have read and understood this
Announcement (including its Appendix) in its entirety and to be
making such offer on the terms and conditions, and to be providing
(and shall only be permitted to participate in the Placement on the
basis that they have provided) the representations, warranties,
indemnities, acknowledgements, undertakings and agreements,
contained in this Appendix. In particular, each such Placee
represents, warrants, acknowledges and agrees to each of Neometals
Ltd (the "Company"), the Lead Manager and the Co-Manager, that:
1. it is a Relevant Person, and undertakes that it will acquire,
hold, manage or dispose of any Placement Shares that are allocated
to it for the purposes of its business;
2. it is acquiring the Placement Shares for its own account or
is acquiring the Placement Shares for an account with respect to
which it exercises sole investment discretion and has the authority
to make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. 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
(including this Appendix);
4. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation and the UK Prospectus
Regulation, it understands that any Placement Shares subscribed for
by it in the Placement will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in circumstances which may give rise to
an offer of securities to the public other than an offer or resale
in a member state of the EEA to EU Qualified Investors or the
United Kingdom to UK Qualified Investors, or in circumstances in
which the prior consent of the Co-Manager has been given to each
such proposed offer or resale;
5. it understands that the Placement Shares have not been and
will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered or sold, directly or
indirectly, within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States;
6. it and the person(s), if any, for whose account or benefit it
is acquiring the Placement Shares are either (a) outside the United
States and will be outside the United States at the time the
Placement Shares are acquired by it, or (b) a dealer or other
professional fiduciary organized or incorporated in the United
States that is acting for a discretionary or similar account (other
than an estate or trust) held for the benefit or account of persons
that are not US persons and for which it exercises investment
discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S
under the Securities Act, and, in both (a) and (b), acquiring the
Placement Shares in an "offshore transaction" within the meaning of
Regulation S; and
7. the Company, the Lead Manager and the Co-Manager will rely
upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements.
The Placement Shares have not been approved and will not be
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placement or
the accuracy or adequacy of this Announcement. Any representation
to the contrary is a criminal offence in the United States.
No representation is made by any of the Lead Manager, the
Co-Manager or their respective affiliates to any Placees regarding
an investment in the Placement Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACEMENT
Bookbuild
Following this Announcement, the Lead Manager and the Co-Manager
will commence an accelerated bookbuilding process in respect of the
Placement (the "Bookbuild") to determine demand for participation
in the Placement by Placees. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the
Placement. No commissions will be paid to Placees or by Placees in
respect of any Placement Shares. Members of the public are not
entitled to participate.
The Lead Manager and the Co-Manager shall be entitled to effect
the Placement by such alternative method to the Bookbuild as they
may, in agreement with the Company, determine.
Details of the Placement Agreements and of the Placement
Shares
The Company has entered into a mandate letter with the Lead
Manager in respect of the Placement dated 20 November 2023 (the
"Australian Placement Agreement") and a conditional placement
agreement with the Co-Manager (the "UK Placement Agreement"; and,
together with the Australian Placement Agreement, the "Placement
Agreements").
Under the UK Placement Agreement, subject to the terms and
conditions set out therein, the Co-Manager has agreed, severally
and not jointly or jointly and severally , as agent for and on
behalf of the Company, to use its reasonable endeavours to procure
Placees for, in aggregate, approximately 36.8 million New Ordinary
Shares at a Placement Price of A$0.19 per New Ordinary Share
(GBP0.10 pence) to raise gross proceeds of approximately A$7.0
million / GBP3.7 million utilising Neometals' existing placement
capacity under ASX Listing Rule 7.1.
The Placement Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
ordinary shares of no par value each in the capital of the Company,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such shares
after the date of issue of the Placement Shares. The Placement
Shares will be issued free of any claims, encumbrances, liens,
charges or other security interests.
Applications for listing and admission to trading
Applications (the "Applications for Admission") will be made for
the Placement Shares to be admitted: (a) to trading on the AIM
market operated by the London Stock Exchange plc ("AIM") ("UK
Admission"), and (b) to the Australian Securities Exchange ("ASX")
for commencement of official quotation of the Placement Shares on
the official list of the ASX ("ASX Admission" and, together with UK
Admission, "Admission").
It is expected that UK Admission will become effective: (a) at
or around 8.00 a.m. (UK time) on 29 November 2023 and that dealings
in the Placement Shares will commence at that time, and (b) at or
around 10.00 a.m. (Sydney time) on 29 November 2023 in respect of
the Placement Shares on ASX and that dealings in the Placement
Shares will commence at that time. The Placement is conditional
upon, among other things, UK Admission becoming effective, and the
Placement Agreements not being terminated in accordance with its
terms.
Participation in, and principal terms of, the Placement
1. Euroz Hartleys Limited ("Euroz") is acting as the lead
manager in connection with the Placement ("Lead Manager").
Cavendish Capital Markets Limited ("Cavendish") is acting as
co-manager, bookrunner and agent of the Company in connection with
the Placement ("Co-Manager").
2. Cavendish will act as settlement agent for the relevant
Placement Shares in the UK and Euroz will act as settlement agent
for the relevant Placement Shares in Australia.
3. Participation in the Placement in the UK will only be
available to persons who may lawfully be, and are, invited to
participate by the Co-Manager. Each of the Lead Manager and the
Co-Manager and their respective agents and affiliates are each
entitled to enter bids in the Bookbuild as principal.
4. The final number of Placement Shares will be jointly agreed
by the Company and the Lead Manager and the Co-Manager following
completion of the Bookbuild. The final number of Placement Shares
to be issued will be announced on a FCA-listed regulatory
information service (a "Regulatory Information Service") and on the
ASX following the completion of the Bookbuild.
5. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Cavendish. Each bid should state the number of
Placement Shares which the prospective Placee wishes to subscribe
for at the Placement Price. Bids may be scaled down by the Lead
Manager and the Co-Manager on the basis referred to in paragraph 12
below.
6. 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
consent of the Co-Manager, will not be capable of variation or
revocation after the time at which it is submitted. Each Placee's
obligations will be owed to the Company and the Co-Manager. Each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to Cavendish as agent of the Company, to
pay in cleared funds immediately on the settlement date, in
accordance with the registration and settlement requirements set
out below, an amount equal to the product of the Placement Price
and the number of Placement Shares such Placee has agreed to
subscribe for and the Company has agreed to allot to them.
7. The Bookbuild is expected to close no later than 11.00 p.m.
(UK time) on 21 November 2023, but may be closed earlier or later
at the absolute discretion of the Lead Manager and the Co-Manager.
The Co-Manager may, in agreement with the Company, accept bids in
respect of the Placement in the UK that are received after the
Bookbuild has closed.
8. Each prospective Placee's allocation will be determined by
the Company and will be confirmed orally or in writing by the
Co-Manager (as agent of the Company) following the close of the
Bookbuild. The oral or written confirmation to such Placee will
constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) in favour of the
Co-Manager and the Company to subscribe for the number of Placement
Shares allocated to it at the Placement Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's constitution and each Placee will be deemed to have read
and understood this Announcement (including this Appendix) in its
entirety.
9. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such
Placee by the Co-Manager. The terms of this Appendix will be deemed
incorporated by reference therein.
10. All obligations under the Bookbuild and Placement will be
subject to fulfilment or, where applicable, waiver of the
conditions referred to below under "Conditions of the Placement"
and to the Placement not being terminated on the basis referred to
below under "Right to terminate under the Placement Agreement".
11. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placement will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee after
confirmation (oral or otherwise) by the Co-Manager.
12. Subject to paragraphs 5 and 6 above, the Lead Manager and
the Co-Manager will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of
the Placement Shares, and may scale down any bids for this purpose
on such basis as they may determine. The Lead Manager and the
Co-Manager may also, notwithstanding paragraphs 5 and 6 above,
subject to the prior consent of the Company: (a) allocate Placement
Shares after the time of any initial allocation to any person
submitting a bid after that time, and (b) allocate Placement Shares
after the Bookbuild has closed to any person submitting a bid after
that time. The Company reserves the right (upon agreement with the
Lead Manager and the Co-Manager) to reduce or seek to increase the
amount to be raised pursuant to the Placement.
13. Except as required by law or regulation, no press release or
other announcement will be made by any of the Lead Manager and
Co-Manager or the Company using the name of any Placee (or its
agent), in its capacity as Placee (or agent), other than with such
Placee's prior written consent.
14. Irrespective of the time at which a Placee's allocation
pursuant to the Placement is confirmed, settlement for all
Placement Shares to be subscribed for pursuant to the Placement
will be required to be made at the same time, on the basis
explained below under "Registration and settlement".
15. To the fullest extent permissible by law, none of the Lead
Manager and the Co-Manager or the Company or any of their
respective affiliates or any of their respective directors,
officers, partners, employees, advisers or agents (collectively,
"Representatives") shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of the Lead Manager and
the Co-Manager or the Company or any of their respective affiliates
or any of their respective Representatives shall have any
responsibility or liability (including, to the fullest extent
permissible by law, any fiduciary duties) in respect of the conduct
of the Bookbuild or of such alternative method of effecting the
Placement as the Lead Manager and the Co-Manager and the Company
may agree.
Conditions of the Placement
The Placement to the extent undertaken pursuant to the UK
Placement Agreement is conditional upon the UK Placement Agreement
becoming unconditional and not having been terminated in accordance
with its terms. The obligations of the Co-Manager under the UK
Placement Agreement in respect of the Placement Shares are
conditional on, inter alia:
1. the release of this Announcement through (i) a Regulatory
Information Service by no later than 6.00 p.m. (UK time) on the
date of the Placement Agreement (or such later time and/or date as
the Company and the Co-Manager may agree);
2. the delivery of certain documents as specified within the UK Placement Agreement;
3. the Company preparing and releasing an Appendix 3B Proposed
Issued of Securities under the ASX Listing Rules on the ASX in
respect of the Placement and the Company having announced to ASX
any information that is "excluded information" (within the meaning
of sub-sections 708A(7) and (8) of the Corporations Act) (if any)
by no later than 7.00am (Sydney time) on the business day following
the date of this Announcement;
4. the Placement Shares to be issued on AIM having been
allotted, conditional only on Admission and the Placement Shares to
be issued on ASX having been allotted, conditional only on
Admission;
5. the Company receiving binding commitments from Placees to
subscribe for Placing Shares with an aggregate value, at the
Placing Price, of not less than A$7.0 million by not later than
11.00 p.m. (UK time) on 21 November 2023;
6. the Company having complied with all of its material
obligations in respect of the Placement and having satisfied all of
its obligations to be satisfied under the UK Placement Agreement,
including, but not limited to, the conditions therein, which fall
to be performed or satisfied on or prior to UK Admission;
7. none of the warranties set out in the UK Placement Agreement
being untrue or inaccurate or misleading in any material respect at
the date of this Announcement or becoming untrue or inaccurate or
misleading in any material respect at any time between the date of
this Announcement and UK Admission, by reference to the facts and
circumstances from time to time subsisting; and no matter having
arisen prior to Admission which is reasonably likely to give rise
to a claim under the indemnities in the UK Placement Agreement;
8. there not having arisen or occurred before Admission any
matter, fact, circumstance or event such that in the reasonable
opinion of the Co-Manager a supplementary press announcement is
required to be made unless the Co-Manager consents otherwise;
9. the Company having, following the issue of the Placement
Shares and prior to 9.30 a.m. (U.K. time) on the date of issue of
the Placement Shares, lodged the Cleansing Statement with ASX;
and
10. UK Admission occurring not later than 8.00 a.m. (UK time) on
29 November 2023 (or such later time and/or date as the Company and
the Co-Manager may agree , being not later than 13 December 2023
).
The Co-Manager has discretion to waive compliance with certain
of the conditions and/or agree an extension in time for their
satisfaction (but not later than 13 December 2023) . Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
If (a) any of the conditions contained in the UK Placement
Agreement, including those described above, are not fulfilled (or,
where permitted, waived or extended in writing by the Co-Manager)
or become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later date and/or
time as the Co-Manager may agree, but not later than 13 December
2023 ), or (b) the UK Placement Agreement is terminated in the
circumstances specified below, the UK component of the Placement
will not proceed and the Placees' rights and obligations hereunder
in relation to the Placement Shares shall cease and terminate at
such time and each Placee agrees that no claim can be made by the
Placee in respect thereof.
Neither the Co-Manager nor any of its affiliates nor any of
their respective Representatives shall have any responsibility or
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placement nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placement generally, and by
participating in the Placement each Placee agrees that any such
decision is in the absolute discretion of the Co-Manager.
Lock-up
The Company has undertaken that it will not, and will procure
that none of its subsidiaries will, at any time between the date of
the UK Placement Agreement and the date which is 90 days after the
date of Admission, without the prior written consent of the
Co-Manager, enter into certain transactions involving or relating
to the New Ordinary Shares, subject to certain customary carve-outs
agreed between the Co-Manager and the Company.
By participating in the Placement, Placees agree that the
exercise by the Co-Manager of any power to consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the UK Placement Agreement shall be
within the absolute discretion of the Co-Manager, and that they do
not need to make any reference to, consult with, or seek consent
from, Placees and that the Co-Manager shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Right to terminate under the UK Placement Agreement
The Co-Manager, for itself in its capacity as a bookrunner, is
entitled, in its absolute discretion, at any time before UK
Admission, to terminate the UK Placement Agreement by giving notice
to the Company in certain circumstances, including (but not limited
to) where (a) any of the relevant conditions in the UK Placement
Agreement are not satis ed at the required times (unless waived);
(b) there has been a material breach by the Company of any of the
warranties, undertakings or obligations in the UK Placement
Agreement or any of the warranties has ceased to be true, accurate
and not misleading in any material respect; (c) there has occurred
a material adverse change in the business of the Group or in the
financial or trading position or prospects of the Group or the
Company; or (d) there has been (i) any material adverse change in
financial markets; (ii) any incident of terrorism or outbreak or
escalation of hostilities or any declaration by the UK, Australia
or the US of a national emergency or war or any other calamity or
crisis; (iii) any suspension or termination of trading in the
Company's shares or AIM or the ASX generally; or (iv) a banking
moratorium in the UK or Australia, which in the reasonable opinion
of the Co- Manager, acting in good faith, would or would be likely
to prejudice materially the Group or the Placement.
If any of the termination conditions as specified in the UK
Placement Agreement shall occur, then the Co-Manager may, in its
absolute discretion (a) allow the Placement in the UK to proceed on
the basis of this Announcement, or (b) give notice to the Company
to terminate the UK Placement Agreement. Upon notice being given by
the Co-Manager to the Company, the parties to the UK Placement
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the UK Placement
Agreement, subject to certain exceptions.
By participating in the Placement, Placees agree that the
exercise or non-exercise by the Co-Manager of any right of
termination or other discretion under the UK Placement Agreement
shall be within the absolute discretion of the Co-Manager, and that
it does not need to make any reference to, consult with, or seek
consent from, Placees and that the Co-Manager shall have no
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus and basis of commitments
The Placement 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 admission document, prospectus or other
offering document to be published in the United Kingdom or in any
other jurisdiction . No offering document or prospectus has been or
will be submitted to be approved by the London Stock Exchange or by
the exchange operated by the ASX, or by the FCA or by any other
regulatory body in relation to the Placement. Placees' commitments
will be made solely on the basis of their own assessment of the
Company, the Placement and the Placement Shares based on
information contained in this Announcement (including this
Appendix) and any information publicly announced to a Regulatory
Information Service or the ASX by or on behalf of the Company on or
prior to the date of this Announcement and subject to the further
terms set forth in the trade confirmation to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placement,
agrees that the content of this Announcement (including this
Appendix) and all other publicly available information previously
and simultaneously published by or on behalf of the Company by
notification to a Regulatory Information Service or the ASX is
exclusively the responsibility of the Company and has not been
independently verified by the Lead Manager or the Co-Manager. Each
Placee, by participating in the Placement, further confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company or the Lead Manager or the Co-Manager or any other person
and none of the Company or the Lead Manager and the Co-Manager or
any of their respective affiliates or any of their respective
Representatives will be liable for any Placee's decision to
participate in the Placement based on any other information,
representation, warranty or statement which the Placee may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placement. Nothing in this paragraph shall exclude or limit the
liability of any person for fraudulent misrepresentation by that
person.
Registration and settlement
Settlement of transactions in the Placement Shares (ISIN:
GB00BL0L5G04) following UK Admission will take place within the
system administered by Euroclear UK & International Limited
("CREST") by the issue of depository interests in respect of
Placement Shares , subject to certain exceptions. In the event of
any difficulties or delays in the admission of the New Ordinary
Shares to CREST or the use of CREST in relation to the Placing, the
Company and the Co-Manager may agree that the Placement Shares
should be issued in certificated form. The Co-Manager and the
Company reserve the right to require settlement for and delivery of
the Placement Shares (or a portion thereof) to Placees in
certificated form or by such other means as they deem necessary if
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Settlement of the New Ordinary Shares on ASX will occur through
the CHESS system on a delivery versus payment basis. The terms and
conditions of settlement of the New Ordinary Shares through the
CHESS system, in addition to those contained in this Appendix, will
be contained in the confirmation letter provided to Placees in
respect of such New Ordinary Shares.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with the Co-Manager.
Settlement of transactions with the Co-Manager in CREST will
take place by the crediting of depository interests to the CREST
account operated by the Co-Manager as agent for the Company and the
Co-Manager will enter its delivery (DEL) instruction into the CREST
system. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant depository
interests to that Placee against payment.
It is expected that settlement will be on 28 November 2023 on a
T+3 basis and on a delivery versus payment basis in accordance with
the instructions given to the Co-Manager.
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 LIBOR as
determined by the Co-Manager.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Co-Manager may sell any or all of the
Placement Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for the account and benefit of the
Co-Manager, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve
tax or other similar taxes (together with any interest or penalties
thereon) imposed in any jurisdiction which may arise upon the sale
of such Placement Shares on such Placee's behalf. By communicating
a bid for Placement Shares, each Placee confers on the Co-Manager
all such authorities and powers necessary to carry out any such
transaction and agrees to ratify and confirm all actions which the
Co-Manager lawfully takes on such Placee's behalf in pursuant of
such sale.
If Placement Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
trade confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placement 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
Placement Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any other circumstances in which any
stamp duty or stamp duty reserve tax or other similar taxes (and/or
any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the
Placement 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 Placement Shares),
neither of the Co-Manager or the Company shall be responsible for
the payment thereof.
Placees (or any nominee or other agent acting on behalf of a
Placee) will not be entitled to receive any fee or commission in
connection with the Placement.
Representations and warranties
By submitting a bid and/or participating in the Placement by the
Co-Manager, 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) with the Lead
Manager and the Co-Manager and the Company, in each case as a
fundamental term of its application for Placement Shares, that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and that its participation in the
Bookbuild and the Placement and its acquisition of Placement Shares
is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and it undertakes not to redistribute or duplicate 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 in connection with
Admission, the Bookbuild, the Placement, the Company, the Placement
Shares or otherwise;
2. that no offering document, offering memorandum, admission
document or prospectus has been or will be prepared in connection
with the Placement or is required under the EU Prospectus
Regulation or UK Prospectus Regulation and it has not received and
will not receive a prospectus, offering memorandum, admission
document or other offering document in connection with Bookbuild,
the Placement or the Placement Shares;
3. the Placement does not constitute a recommendation or
financial product advice and the Lead Manager and the Co-Manager
have not had regard to its particular objectives, financial
situation and needs;
4. (a) it has made its own assessment of the Company, the
Placement Shares and the terms of the Placement based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service or the ASX by or on
behalf of the Company on or prior to the date of this Announcement
(the "Publicly Available Information"); (b) acknowledges that the
Company's ordinary shares are admitted to trading on AIM and listed
on the ASX and that the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of the FCA, the AIM Rules for Companies and the
ASX Listings Rules, which includes a description of the Company's
business and the Company's financial information, including balance
sheets and income statements, and that it is able to obtain or
access such information, or comparable information concerning other
publicly traded companies, in each case without undue difficulty ;
(c) the Company's ordinary shares are admitted for quotation on the
ASX and publicly available information regarding the Company can be
obtained from the ASX; and (d) it has had access to such financial
and other information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the
Placement and the Placement Shares, as well as the opportunity to
ask questions) concerning the Company, the Placement and the
Placement Shares as it has deemed necessary in connection with its
own investment decision to acquire any of the Placement Shares and
has satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to
participate in the Placement. Each Placee further acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in deciding to
participate in the Placement;
5. if it received any "inside information" as defined in UK MAR
and the Corporations Act concerning the Company or New Ordinary
Shares or other securities or related financial instruments in
advance of the Placement, it has not (a) dealt in the securities of
the Company, (b) encouraged or required another person to deal in
the securities of the Company, or (c) disclosed such information to
any person except as permitted by the Corporations Act and UK MAR,
prior to the information being made publicly available;
6. it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placement Shares
and to execute and deliver all documents necessary for such
subscription and/or acquisition;
7. none of the Lead Manager or the Co-Manager or the Company or
any of their respective affiliates or any of their respective
Representatives or 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 Placement Shares or the Company or any
other person other than this Announcement, nor has it requested any
of the Lead Manager or the Co-Manager, the Company or any of their
respective affiliates or any of their respective Representatives or
any person acting on behalf of any of them to provide it with any
such material or information;
8. it has not received and will not receive a prospectus or
other offering document in connection with the Placement or the
Placement Shares;
9. any Placement Shares that it is allocated in the Placement
delivered through CREST will be allotted and issued to
Computershare Investor Services PLC, being the "Depository", and
that the Company shall procure that the Depository shall issue
depository interests representing the Placement Shares allocated to
it in accordance with the procedures set out under 'Registration
and settlement' herein, and that neither the Lead Manager nor the
Co-Manager shall have responsibility or liability in respect of the
acts of, or failure to act by, the Depository;
10. (a) none of the Company or the Lead Manager or the
Co-Manager or any of their respective affiliates or any of their
respective Representatives or any person acting on their behalf has
made any warranties or representations to it, express or implied,
with respect to the Company, the Placement and the Placement Shares
or the accuracy, fairness, completeness or adequacy of the Publicly
Available Information, and each of them expressly disclaims any
liability in respect thereof; and (b) it will not hold the Lead
Manager and the Co-Manager or any of their respective affiliates or
any of their respective Representatives or any person acting on
their behalf responsible for any misstatements in or omissions from
any Publicly Available Information. Nothing in this paragraph or
otherwise in this Announcement excludes the liability of any person
for fraudulent misrepresentation made by that person;
11. the content of this Announcement is exclusively the
responsibility of the Company and that neither the Lead Manager and
the Co-Manager nor any of their respective affiliates nor any of
their respective Representatives 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 Publicly Available Information, and will not be
liable for any Placee's decision to participate in the Placement
based on any information, representation or statement contained in
this Announcement or any information previously or simultaneously
published by or on behalf of the Company or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placement Shares is contained
in this Announcement and any Publicly Available Information, such
information being all that it deems necessary and/or appropriate to
make an investment decision in respect of the Placement Shares and
that it has neither received nor relied on any other information
given, investigation made or representations, warranties or
statements made by either of the Lead Manager and the Co-Manager or
the Company or any of their respective affiliates or any of their
respective Representatives or any person acting on their behalf and
neither the Lead Manager and the Co-Manager nor the Company nor any
of their respective affiliates nor any of their respective
Representatives nor any person acting on its or their behalf will
be liable for any Placee's decision to accept an invitation to
participate in the Placement based on any other information,
representation, warranty or statement;
12. it has not relied on any information relating to the Company
contained in any research reports prepared by the Lead Manager or
the Co-Manager or any of their respective affiliates or any of
their respective Representatives or any person acting on their
behalf and understands that (a) none of the Lead Manager or the
Co-Manager or any of their respective affiliates or any of their
respective Representatives or any person acting on their behalf has
or shall have any liability for public information or any
representation, (b) none of the Lead Manager or the Co-Manager or
any of their respective affiliates or any of their respective
Representatives or 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 of such information, the date of this Announcement
or otherwise; and (c) none of the Lead Manager and the Co-Manager
or any of their respective affiliates or any of their respective
Representatives or 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;
13. any exercise by the Co-Manager of any right to terminate the
UK Placement Agreement or of other rights or discretions under the
UK Placement Agreement shall be within the Co-Manager's absolute
discretion and the Co-Manager shall have no liability to it
whatsoever in relation to any decision to exercise or not to
exercise any such right or the timing thereof;
14. it will provide the Co-Manager with such relevant documents
as it may reasonably request to comply with requests or
requirements that either they or the Company may receive from
relevant regulators in relation to the Placement, subject to its
legal, regulatory and compliance requirements and restrictions;
15. in making any decision to acquire Placement Shares (a) it
has sufficient knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of taking up the Placement Shares, (b) it is
experienced in investing in securities of a similar nature to the
New Ordinary Shares and in the sector in which the Company operates
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 Placement, (c) 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 Company and its affiliates operate, and the terms of the
Placement, including the merits and risks involved, and not upon
any view expressed or information provided by or on behalf of
either of the Lead Manager and the Co-Manager, (d) 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
Placement 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 to enable it to make an informed
decision with respect to making an investment in the Placement
Shares for the purposes of its investigation, and (e) it will not
look to the Company, the Lead Manager or the Co-Manager, any of
their respective affiliates, any of their respective
Representatives or any person acting on their behalf for all or
part of any such loss or losses it or they may suffer;
16. the subscription for and purchase of the Placement Shares
will be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or
otherwise;
17. unless otherwise specifically agreed with the Co-Manager, it
and each account it represents is not and, at the time the
Placement Shares are acquired, will not be, a resident of
Australia;
18. it and each account it represents is either (i) outside the
United States and will be outside the United States at the time the
Placement Shares are acquired by it, or (ii) a dealer or other
professional fiduciary organized or incorporated in the United
States that is acting for a discretionary or similar account (other
than an estate or trust) held for the benefit or account of persons
that are not US persons and for which it exercises investment
discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S
under the Securities Act, and, in both (i) and (ii); and (iii)
acquiring the Placement Shares in an "offshore transaction" within
the meaning of Regulation S;
19. it is not acquiring any of the Placement Shares as a result
of any form of "directed selling efforts" within the meaning of
Regulation S or as a result of any form of "general solicitation"
or "general advertising" within the meaning of Rule 502(c) under
the Securities Act;
20. (a) it and each account it represents is acquiring the
Placement Shares for investment purposes, and is not acquiring the
Placement Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly of any such
Placement Shares in or into the United States, Canada, the Republic
of South Africa, Japan or any other jurisdiction in which the same
would be unlawful; and (b) it understands, and each account it
represents has been advised, that the Placement Shares have not
been and will not be registered or qualified for distribution by
way of a prospectus under the securities legislation of the United
States, Canada, the Republic of South Africa, Japan and, subject to
certain exceptions, may not be offered, sold, acquired, renounced,
distributed or delivered or transferred, directly or indirectly,
within or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is
required;
21. it understands, and each account it represents has been
advised, that (a) the Placement Shares have not been and will not
be registered under the Securities Act or with any regulatory
authority of any state or other jurisdiction of the United States,
(b) the Placement Shares are being offered and sold only in an
"offshore transaction" within the meaning of and pursuant to
Regulation S under the Securities Act, and (c) the Placement Shares
may only be reoffered or resold in transactions exempt from, or not
subject to, the registration requirements of the Securities Act and
no representation has been made as to the availability of any
exemption under the Securities Act or any relevant state or other
jurisdiction's securities laws for the reoffer, resale, pledge or
transfer of the Placement Shares;
22. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placement (including any electronic copies thereof), directly or
indirectly, whether in whole or in part, in or into the United
States, Canada, the Republic of South Africa or Japan;
23. if it is a pension fund or investment company, its
acquisition of Placement Shares is in full compliance with
applicable laws and regulations;
24. neither it, nor the person specified by it for registration
as holder of Placement Shares is, or is acting as nominee or agent
for, and the Placement Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services), it is not
participating in the Placement as nominee or agent for any person
to whom the allocation, allotment, issue or delivery of the
Placement Shares would give rise to such a liability and the
Placement Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
Placement Shares into a clearance service;
25. it has complied and will continue to comply with its
obligations under the Criminal Justice Act 1993, EU MAR, UK MAR,
any delegating acts, implementing acts, technical standards and
guidelines and Section 118 of FSMA thereunder, and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006, and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended) and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and the Money Laundering Sourcebook of the FCA and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations. If
within a reasonable time after a request for verification of
identity, the Co-Manager has not received such satisfactory
evidence, the Co-Manager may, at its absolute discretion, terminate
the Placee's Placement participation in which event all funds
delivered by the Placee to the Co-Manager will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
26. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation and Article 5(1) of
the UK Prospectus Regulation, that the Placement Shares subscribed
for by it in the Placement will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a member
state of the EEA other than EU Qualified Investors or the United
Kingdom other than UK Qualified Persons, or in circumstances in
which the prior consent of the Lead Manager and the Co-Manager has
been given to the proposed offer or resales;
27. if it is in a member state of the EEA, it is an EU Qualified
Investor or, if it is in the United Kingdom, it is a UK Qualified
Investor and undertakes that it will subscribe for, hold, manage or
dispose of any Placement Shares that are allocated to it for the
purposes of its business;
28. it understands that any investment or investment activity to
which this Announcement relates is available only to UK Qualified
Investors in the United Kingdom and EU Qualified Investors in a
member state of the EEA and will be engaged in only with UK
Qualified Investors in the United Kingdom and EU Qualified
Investors in a member state of the EEA, and further understands
that this Announcement must not be acted on or relied on by persons
who are not UK Qualified Investors in the United Kingdom and EU
Qualified Investors in a member state of the EEA;
29. that it has not offered or sold and will not offer or sell
any Placement 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 section 85(1) of the
FSMA;
30. that any offer of Placement Shares may only be directed at
persons in member states of the EEA who are EU Qualified Investors
and represents, warrants and undertakes that it has not offered or
sold and will not offer or sell any Placement Shares to persons in
the EEA prior to UK Admission except to EU 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 EU Prospectus Regulation;
31. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placement Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
32. it has complied and will comply with all applicable laws
(including all relevant provisions of FSMA in the United Kingdom)
with respect to anything done by it in relation to the Placement
Shares;
33. if in the United Kingdom, it is a UK Qualified Investor
within the meaning of Article 2(e) of the UK Prospectus Regulation
and is also a person (a) having professional experience in matters
relating to investments and who falls within the definition of
"investment professionals" in Article 19(5) of the Order, or (b)
who falls within Article 49(2)(a) to (d) of the Order, or (c) to
whom this Announcement may otherwise lawfully be communicated;
34. if it is in a member state of the EEA, it is an EU Qualified Investor;
35. no action has been or will be taken by either the Company or
Lead Manager or the Co-Manager or any person acting on behalf of
the Company or Lead Manager or the Co-Manager that would, or is
intended to, permit a public offer of the Placement Shares in any
country or jurisdiction where any such action for that purpose is
required;
36. it is acting as principal only in respect of the Placement
or, if it is acting for any other person (a) it is duly authorised
to do so and has full power to make the acknowledgments,
undertakings, representations and agreements and give the
indemnities herein on behalf of each such person, and (b) it is and
will remain liable to the Company and/or the Lead Manager and the
Co-Manager for the performance of all its obligations as a Placee
in respect of the Placement (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 Placement Shares
by or on behalf of any person for whom it is acting;
37. (a) it and any person acting on its behalf is entitled to
acquire the Placement Shares under the laws of all relevant
jurisdictions which apply to it; (b) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; (c) 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 Lead Manager or the Co-Manager, the Company or any of their
respective affiliates or any of their respective Representatives
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placement; and (d) the
acquisition of the Placement 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;
38. 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 Placement 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;
39. it (and any person acting on its behalf) has the funds
available to pay for the Placement 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 Placement Shares
allocated to it in accordance with the terms and conditions of this
Announcement (including this Appendix) on the due time and date set
out herein, failing which the relevant Placement Shares may be
placed with other persons or sold as the Co-Manager may in its
absolute discretion determine and without liability to such Placee,
and it will remain liable for any amount by which the net proceeds
of such sale falls short of the product of the Placement Price and
the number of Placement Shares allocated to it and may be required
to bear any stamp duty or stamp duty reserve tax or other similar
taxes (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 Placement Shares on its behalf;
40. its allocation (if any) of Placement Shares will represent a
maximum number of Placement Shares which it will be entitled, and
required, to acquire, and that the Co-Manager or the Company may
call upon it to acquire a lower number of Placement Shares (if
any), but in no event in aggregate more than the aforementioned
maximum;
41. neither the Lead Manager nor the Co-Manager nor any of their
respective affiliates nor any of their respective Representatives
nor any person acting on behalf of any of them, are making any
recommendations to it or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placement and participation in the Placement is on the basis that
it is not and will not be a client of any of the Lead Manager or
the Co-Manager and the Lead Manager and the Co-Manager have no
duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for giving
advice in relation to the Placement nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placement Agreements nor for the exercise or performance of
any of their rights and obligations thereunder including any rights
to waive or vary any conditions or exercise any termination right.
In addition, it acknowledges and agrees that neither the Lead
Manager or the Co-Manager nor their affiliates are acting for the
Company with respect to the Placement and will have no
responsibilities, duties or liabilities, whether direct or
indirect, whether arising in tort, contract or otherwise in
connection with the Placement or to any person in connection with
the Placement;
42. the person whom it specifies for registration as holder of
the Placement Shares will be (a) itself, or (b) its nominee, as the
case may be. Neither the Lead Manager nor the Co-Manager nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to indemnify on an after-tax
basis and hold harmless the Company, each of the Lead Manager and
the Co-Manager and their respective affiliates and each of their
respective Representatives in respect of the same on an after-tax
basis on the basis that the Placement Shares will be allotted to
the CREST stock account of the Lead Manager or the Co-Manager (or
either one of them) who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
43. it will indemnify, on an after-tax basis, and hold harmless
the Company, each of the Lead Manager and the Co-Manager and their
respective affiliates and their respective Representatives from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising, directly or indirectly, out of or in
connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this
Appendix and further agrees that the provisions of this Appendix
shall survive after completion of the Placement;
44. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Co-Manager 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 Placement Shares agreed to
be taken up by it under the Placement;
45. in connection with the Placement, any of the Lead Manager
and the Co-Manager and any of their respective affiliates acting as
an investor for their own account may acquire Placement Shares and
in that capacity may acquire, retain, purchase or sell for their
own account such New Ordinary Shares in the Company and any other
securities of the Company or related investments and may offer or
sell such securities or other investments otherwise than in
connection with the Placement. 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 the Lead Manager and the Co-Manager or their
respective affiliates in such capacity. In addition, the Lead
Manager and the Co-Manager may enter into financing arrangements
and swaps with investors in connection with which the Lead Manager
and the Co-Manager may from time to time acquire, hold or dispose
of such securities of the Company, including the Placement Shares.
Neither the Lead Manager nor the Co-Manager nor 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;
46. a communication that the transaction or the book is
"covered" (i.e., indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Lead Manager and the Co-Manager. The Lead Manager and the
Co-Manager reserve the right to take up a portion of the securities
in the Placement as a principal position at any stage at their sole
discretion, inter alia, to take account of the Company's
objectives, MiFID II requirements and/or their allocation
policies;
47. its commitment to acquire Placement Shares on the terms set
out in this Announcement (including this Appendix) and in the
contract note or trade confirmation will continue notwithstanding
any amendment that may in the future be made to the terms and
conditions of the Placement 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 Co-Manager's conduct of the Placement;
48. neither the Company nor the Co-Manager owes any fiduciary or
other duties to any Placee in respect of any acknowledgements,
confirmations, representations, warranties, undertakings or
indemnities in the Placement Agreements;
49. it understands and agrees that it may not rely on any
investigation that any of the Lead Manager or the Co-Manager or any
person acting on its behalf may or may not have conducted with
respect to the Company and its affiliates, the Placement Shares or
the Placement and the Lead Manager and the Co-Manager have not made
any representation or warranty to it, express or implied, with
respect to the suitability or merits of any transactions it may
enter into in connection with the Placement, or as to the
condition, financial or otherwise, of the Company and its
affiliates, or as to any other matter relating thereto, and no
information has been prepared by, or is the responsibility of, the
Lead Manager and the Co-Manager for the purposes of the
Placement;
50. acknowledges and agrees that time is of the essence as
regards its obligations under this Appendix;
51. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including 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 and
such non-contractual obligations, except that enforcement
proceedings in respect of the obligation to make payment for the
Placement Shares (together with any interest chargeable thereon)
may be taken by the Co-Manager 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; and
52. the Company, the Lead Manager and the Co-Manager and their
respective affiliates and their respective Representatives and
others will rely upon the truth and accuracy of the
acknowledgements, representations, warranties, indemnities,
undertakings and agreements set forth herein and which are given to
each of the Lead Manager and the Co-Manager on its own behalf and
on behalf of the Company and are irrevocable and it irrevocably
authorises the Company and the Lead Manager and Co-Manager 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. It agrees that if any of the acknowledgements,
representations, warranties, undertakings and agreements made in
connection with its subscribing and/or acquiring of Placement
Shares is no longer true or accurate, it shall promptly notify the
Company and the Co-Manager.
The agreement to allot and issue Placement Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placement Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty and representation from each Placee, that the Placement
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placement
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placement Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor the
Lead Manager and the Co-Manager will be responsible and each Placee
shall indemnify on an after-tax basis and hold harmless the
Company, the Lead Manager and the Co-Manager and their respective
affiliates and their respective Representatives for any stamp duty
or stamp duty reserve tax or other similar tax paid or otherwise
payable by them in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify
the Co-Manager accordingly.
Neither the Company nor the Lead Manager and the Co-Manager is
liable to bear any capital duty, stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties
relating thereto) payable in or outside the United Kingdom by any
Placee or any other person on a Placee's acquisition of any
Placement Shares or the agreement by a Placee to acquire any
Placement Shares. Each Placee agrees to indemnify on an after-tax
basis and hold harmless the Company, each of the Lead Manager and
the Co-Manager and their respective affiliates and their respective
Representatives from any and all interest, fines or penalties in
relation to any such duties or taxes.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Co-Manager
accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Lead Manager and the Co-Manager
and/or any of their respective affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of
the Placement Shares. Each Placee acknowledges and is aware that
the Lead Manager and the Co-Manager are receiving a fee in
connection with their role in respect of the Placement as detailed
in the Placement Agreements. When a Placee or person acting on
behalf of the Placee is dealing with the Co-Manager any money held
in an account with the Co-Manager 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 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
Co-Manager 's money in accordance with the client money rules and
will be used by the Co-Manager in the course of its own business;
and the Placee will rank only as a general creditor of the
Co-Manager.
The rights and remedies of the Lead Manager and the Co-Manager
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.
All times and dates in this Announcement may be subject to
amendment by the Co-Manager (in its absolute discretion). The
Co-Manager shall notify the Placees and any persons acting on
behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, any of the Lead Manager and the
Co-Manager or their respective affiliates or their respective
Representatives pursuant to this Announcement where the payment (or
any part thereof) is chargeable to any tax, a basis such that the
amount so payable shall be increased so as to ensure that after
taking into account any tax chargeable (or which would be
chargeable but for the availability of any relief unrelated to the
loss, damage, cost, charge, expense or liability against which the
indemnity is given on such amount (including on the increased
amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
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END
IOEQBLFLXFLZFBL
(END) Dow Jones Newswires
November 20, 2023 11:45 ET (16:45 GMT)
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