TIDMLND
RNS Number : 3089P
Landore Resources Limited
16 February 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (NO. 596/2014) AS
IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND
SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
Landore Resources Limited
("Landore Resources" or the "Company")
(AIM Ticker: LND.L)
GBP 3.5 million Fundraising
Landore Resources Limited (AIM:LND), is pleased to announce it
has conditionally raised gross proceeds of GBP3.5 million through
an oversubscribed placing and subscription of 11,666,667 new
Ordinary Shares at a price of 30 pence per new Ordinary Share with
new and existing institutional investors in the Company (the
"Fundraising").
Highlights
A total of 10,125,167 new Ordinary Shares in the Company have
been placed with institutional investors (the "Placing") and a
total of 1,541,500 new Ordinary Shares in the Company were
subscribed for by new institutional investors and Directors of the
Company (together the "New Ordinary Shares"), together raising
gross proceeds of GBP3.5 million (C$ 6.2 million) at a price of 30
pence per New Ordinary Share (the "Issue Price"), a 9.77 per cent.
discount to the closing mid-market price of an Ordinary Share on 15
February 2021 (the latest practicable date prior to this
Announcement) being 33.25 pence. The New Ordinary Shares will
represent, in aggregate, approximately 11.16 per cent. of the
Company's enlarged share capital immediately following
admission.
The net proceeds of the Fundraising will allow the Company
to:
-- Complete 9,000 metres of follow-up drilling on identified
gold targets and infill soil sampling from Felix Lake to the BAM
Gold Project to include ground geophysics and soil sampling;
-- Undertake further studies and commission a refreshed
Preliminary Economic Assessment ("PEA") and Resource Report;
and
-- Continue to evaluate all options to maximise Shareholder
value, including identifying a strategic investor or alternative
corporate transaction, and will provide the Company with working
capital for a period until 31 December 2021.
Cenkos Securities Plc ("Cenkos") is acting as Nominated Adviser
and Sole Broker to the Company in connection with the
Fundraising.
Commenting on the Fundraising, Chief Executive Officer of
Landore Resources, Bill Humphries, said:
"We are delighted with the ongoing support of our existing
shareholders and welcome our new institutional shareholders. The
completion of this Fundraising allows the Company to fast track the
development of the existing BAM Gold Resource by taking advantage
of the full winter drilling window and updating both our PEA and
Resource Report."
For more information, please contact:
Landore Resources Limited
Bill Humphries, Chief Executive Officer Tel: 07734 681262
Glenn Featherby, Finance Director Tel: 07730 420318
Cenkos Securities (Nominated Adviser
and Broker)
Derrick Lee / Peter Lynch Tel: 0131 220 9100
Background to and Reasons for the Fundraising
Landore Resources is primarily focused on the development of its
100 per cent. owned Junior Lake property which is located in the
province of Ontario, Canada, approximately 235 kilometres
north-northeast of Thunder Bay. Its Junior Lake mining leases are
host to the BAM East Gold Deposit, the B4-7
Nickel-Copper-Cobalt-PGEs resource, the VW Nickel resource and
numerous other highly prospective mineral occurrences including
three Lithium occurrences. The Junior Lake property is located in
Ontario province, Canada, a politically secure and mining friendly
location, one of the top 10 mining jurisdictions in the world, with
Goldcorp Inc, Barrick Gold Corp and Detour Gold Corp all operating
producing mines in the region.
On 7 January 2020, the Company announced a technical report and
preliminary economic assessment of the BAM Gold Project at the
Junior Lake Property, completed by Cube Consulting Pty Ltd
("Cube"). The report was prepared in compliance with the
requirements of the Canadian National Instruments 43-101 Standards
of Disclosure for Mineral Projects ("NI 43-101"). The mineral
resource outputs of the report are detailed below:
TABLE 1 MINERAL RESOURCES AS AT December 30, 2019 - BAM GOLD Project
Landore Resources Canada Inc. - Junior Lake Project
Cut-Off Tonnes Grade Contained Metal
Category Material Type (Au g/t) (kt) (g/t Au) (Oz Au)
------------ --------------- ----------- ------- ---------- ----------------
Indicated ALL >0.3 21,930 1.06 747,000
Inferred ALL >0.3 9,153 0.91 268,000
The Company is undertaking the Fundraising in order to commence
with a scope of works for the BAM Gold Deposit. There are four core
elements to the planned work programme (the "Work Programme"):
1. complete a 9,000 metre follow-up drilling programme on
identified gold targets to advance the Base Case in-pit
mineralisation of the existing BAM Gold deposit;
2. complete infill soil sampling from Felix Lake to the BAM resource;
3. commission a refreshed Preliminary Economic Assessment ("PEA") and Resource Report; and
4. advance the Inferred mineralisation in the current resource to Indicated status.
The Company's available cash resources as of 12 February 2021
amount to GBP517,112, which is expected to provide sufficient
working capital for the business until 30 April 2021 . In the event
that the Fundraising does not conclude, the Company will not be in
a position to proceed with the Work Programme and additional funds
will be required to provide sufficient working capital to support
the Company beyond 30 April 2021.
Use of Proceeds
The Directors believe the BAM Gold Project is highly prospective
and the Company intends to use the proceeds of the Fundraising as
below:
Use Cost (C$) GBP (1.71Ex)
----------------------------------------------- ---------- -------------
BAM Gold Deposit 9,000 metres drilling,
assays etc 2,420,000
Personnel and logistics 1,070,000
Studies & consultants 1,010,000
Management & administration 500,000
Total 5,000,000 2,900,000
----------------------------------------------- ---------- -------------
PLC and Transaction Costs 600,000
Total Funding Requirement 3,500,000
----------------------------------------------- ---------- -------------
The Fundraising will enable the Directors to continue to
evaluate all options to maximise shareholder value and provide
sufficient working capital for a period until 31 December 2021.
Information on the Fundraising
The Fundraising will raise gross proceeds of approximately
GBP3.5 million through the issue by the Company of 10,125,167
Placing Shares and 1,541,500 Subscription Shares at a price of 30
pence per share. The Issue Price of 30 pence is equivalent to a
9.77 per cent. discount to the closing mid-market price of an
Ordinary Share on 15 February 2021 (the latest practicable date
prior to the announcement of the Fundraising) being 33.25
pence.
The Fundraising is conditional, inter alia, upon:
-- the Placing Agreement becoming unconditional in all respects
(save for Admission) and not having been terminated in accordance
with its terms;
-- the Subscription Agreements becoming unconditional in all
respects (save for Admission); and
-- Admission becoming effective on or before 8.00 a.m. on 22
February 2021 (or such later date and/or time as the Company and
Cenkos may agree, being no later than 8.00 a.m. on 5 March 2021)
.
The New Ordinary Shares represent, in aggregate, approximately
12.63 per cent. of the Existing Ordinary Shares and will represent
approximately 11.16 per cent. of the enlarged share capital of the
Company upon Admission (following admission of shares admitted to
trading on 17 February 2021 resulting from the exercise of
warrants).
The Placing Agreement contains customary warranties given by the
Company to Cenkos as to matters relating to the Group and its
business and a customary indemnity given by the Company to Cenkos
in respect of liabilities arising out of or in connection with the
Fundraising. Cenkos is entitled to terminate the Placing Agreement
in certain limited circumstances prior to Admission, including
circumstances where any of the warranties are found not to be true
or accurate or were misleading in any respect or the occurrence of
certain force majeure events.
The New Ordinary Shares are not being made available to the
public and are not being offered or sold in any jurisdiction where
it would be unlawful to do so.
Related Party Transaction
William Humphries, Chief Executive Officer of the Company, has
subscribed directly with the Company to purchase 166,667 Ordinary
Shares at the Issue Price. Following this subscription, Mr.
Humphries will have a beneficial interest in 5,430,856 Ordinary
Shares in the Company, representing approximately 5.20 per cent. of
the enlarged issued share capital of the Company on Admission.
Glenn Featherby, Finance Director of the Company, has subscribed
directly with the Company to purchase 133,333 Ordinary Shares at
the Issue Price. Following this subscription, Mr. Featherby will
have a beneficial interest in 2,667,279 Ordinary Shares in the
Company, representing approximately 2.55 per cent. of the enlarged
issued share capital of the Company on Admission.
Helen Green, a Non-Executive Director of the Company, has
subscribed directly with the Company to purchase 33,333 Ordinary
Shares at the Issue Price. Following this subscription, Mrs. Green
will have a beneficial interest in 247,640 Ordinary Shares in the
Company, representing approximately 0.24 per cent. of the enlarged
issued share capital of the Company on Admission.
Canaccord Genuity Group Inc, a substantial shareholder of the
Company, has agreed to subscribe for 1,542,333 Ordinary Shares at
the Issue Price through the Fundraising. Following this placing,
Canaccord Genuity Group Inc will have a beneficial interest in
14,111,004 Ordinary Shares in the Company, representing
approximately 13.5 per cent. of the enlarged issued share capital
of the Company on Admission.
The participation of Canaccord Genuity Group Inc and William
Humphries, Glenn Featherby and Helen Green (together the
"Participating Directors") in the Fundraising is deemed to be
related party transactions for the AIM Rules for Companies. The
independent Director considers, having consulted with the Company's
nominated adviser, Cenkos, that the terms of Canaccord Genuity
Group Inc's, and the Participating Directors', participation in the
Fundraising are fair and reasonable insofar as Shareholders are
concerned.
Cenkos Warrants
In consideration of Cenkos' services in connection with the
Placing, the Company has agreed to allot and issue the Cenkos
Warrants to Cenkos. Pursuant to the terms of the Warrant
Instrument, the Cenkos Warrants are exercisable at a price of 45
pence per Ordinary Share at any time during the exercise period of
two years following the date of the Company's annual general
meeting.
Admission
Application has been made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
currently expected that Admission will become effective, and that
dealings in the New Ordinary Shares will commence on AIM, at 8.00
a.m. on 22 February 2021 ("Admission"). The New Ordinary Shares
will, when issued, rank pari passu with the Existing Ordinary
Shares.
Following Admission, the Company's issued share capital will
consist of 104,505,711 Ordinary Shares with voting rights. Landore
Resources does not hold any Ordinary Shares in treasury.
Following Admission, the aforementioned figure of 104,505,711
Ordinary Shares may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, Landore Resources under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Timetable
The times and dates set out below are subject to change, and may
be adjusted by the Company in consultation with Cenkos. In the
event of any significant changes from the below expected timetable,
details of the new times and dates will be notified to Shareholders
by an announcement on a Regulatory Information Service.
Admission and commencement of dealings in 8.00 a.m. 22 February
the New Ordinary Shares 2021
CREST accounts to be credited with New Ordinary 22 February 2021
Shares
Expected date for dispatch of certificates by 1 March 2021
in respect of New Ordinary Shares to be
issued in certificated form
Each of the times and dates above refer to Greenwich Mean
Time.
IMPORTANT NOTICES
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Notices" section of this Announcement and in the
Appendix.
The information communicated in this Announcement contains
inside information for the purposes of the Market Abuse Regulations
(No. 596/2014) as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("MAR"). Upon
the publication of this Announcement via regulatory news service
this inside information is now considered to be in the public
domain.
This Announcement does not constitute a prospectus for the
purposes of the Prospectus Regulation Rules of the Financial
Conduct Authority, nor does it comprise an admission document
prepared in accordance with the AIM Rules. Accordingly, this
Announcement has not been approved by or filed with the Financial
Conduct Authority and is not intended to provide the basis for any
investment decision in respect of Landore Resources or other
evaluation of any securities of Landore Resources or any other
entity and should not be considered as a recommendation that any
investor should subscribe for or purchase any such securities.
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 Cenkos
or by any of its affiliates as to or in relation to, the accuracy
or completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Cenkos is authorised and regulated in the United Kingdom by the
FCA and is acting as nominated adviser and sole broker to the
Company for the purposes of the AIM Rules. Cenkos is acting
exclusively for the Company and no one else and will not be
responsible to any other person for providing protections afforded
to its customers nor for providing advice in relation to the
contents of this Announcement. No representation, warranty, express
or implied, is made by Cenkos for the accuracy of any information
or opinions contained in this Announcement or the omission of any
material information, nor has Cenkos authorised the contents of
this Announcement for any purpose and no liability whatsoever is
accepted by it. Cenkos expressly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise which it might otherwise have in respect of this
Announcement.
Forward-Looking Statements
This Announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of such terms and phrases,
variations or comparable expressions, including references to
assumptions. The forward-looking statements in this Announcement
are based on current expectations and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. These
forward-looking statements speak only as at the date of this
Announcement. No statement in this Announcement is intended to
constitute a profit forecast or profit estimate for any period.
Neither the Directors nor the Group undertake any obligation to
update forward-looking statements other than as required by the AIM
Rules or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who has been invited to
and who has chosen to participate in the Placing by making or
accepting an oral and legally binding offer to acquire Placing
Shares is deemed to have read and understood this Announcement in
its entirety (including the Appendix) and to have made such offer
on the terms and subject to the conditions set out in this
Announcement and to have provided the representations, warranties,
undertakings agreements and acknowledgements contained in the
Appendix. The Company and Cenkos and their respective affiliates
will rely upon the truth and accuracy of the representations,
warranties, undertakings, agreements and acknowledgements contained
in the Appendix.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise.
"Admission" the admission of the New Ordinary Shares to
trading on AIM becoming effective in accordance
with rule 6 of the AIM Rules
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the London Stock Exchange's rules for companies
relating to AIM titled "AIM Rules for Companies"
"Announcement" this Announcement (including the Appendix and
information contained therein)
"Cenkos" Cenkos Securities plc, the Company's nominated
adviser and broker for
the purpose of the Placing
"Cenkos Warrants" means the warrants to subscribe for 700,000
Ordinary Shares, granted by the Company in
accordance with the Warrant Instrument and
to be subscribed for by Cenkos
"certificated" a share or other security not held in uncertificated
or "in certificated form (that is, not in CREST)
form"
"Company" or "Landore Landore Resources Limited
Resources"
"Company's Registrars" Rysaffe International Services Limited
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(SI 2001 No. 3875), as amended
"Directors" the directors of the Company
"Euroclear" means Euroclear UK & Ireland Limited
"Existing Ordinary the issued share capital of the Company as
Shares" at the date of this Announcement , being 92,339,044
Ordinary Shares
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000,
as amended
"Fundraising" the Placing and the Subscription
"Group" the group of which the Company and its subsidiary
undertakings are members
"Issue Documents" this Announcement, the Placing Agreement and
each further announcement or other document
used in connection with the Placing
"Issue Price" 30 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"MAR" the Market Abuse (EU) Regulation (No. 596/2014)
as it forms part of United Kingdom domestic
law by virtue of the European Union (Withdrawal)
Act 2018
"Money Laundering the Money Laundering, Terrorist Financing and
Regulations 2017" Transfer of Funds (Information on the Payer)
Regulations 2017, Money Laundering Regulations
2007, the money laundering provisions of the
Criminal Justice Act 1993, Part VIII of FSMA
(together with the provisions of the Money
Laundering Sourcebook of the FCA and the manual
of guidance produced by the Joint Money Laundering
Steering Group in relation to financial sector
firms), the Terrorism Act 2000, the Anti Terrorism
Crime and Security Act 2001, the Proceeds of
Crime Act 2002 and the Terrorism Act 2006
"New Ordinary Shares" the Placing Shares and the Subscription Shares
"Ordinary Shares" the ordinary shares of no par value in the
capital of the Company
"Placee" any person that has conditionally agreed to
subscribe for Placing Shares
"Placing" the conditional placing, by Cenkos, as agent
of and on behalf of the Company, of the Placing
Shares on behalf of the Company at the Issue
Price on the terms and subject to the conditions
contained in the Placing Agreement
"Placing Agreement" the conditional placing agreement dated 16
February 2021 between the Company and Cenkos
in connection with the Placing
"Placing Shares" 10,125,167 new Ordinary Shares to be conditionally
placed for cash pursuant to the Placing
"RIS" or "Regulatory a service approved by the London Stock Exchange
Information Service" for the distribution to the public of AIM announcements
and included within the list on the website
of the London Stock Exchange
"Securities Act" the US Securities Act of 1933 (as amended)
"Shareholder" a registered holder of Ordinary Shares
"Subscribers" certain new institutional investors and Directors
who have agreed to subscribe for the Subscription
Shares pursuant to the Subscription
"Subscription" the conditional subscription of the Subscription
Shares at the Issue Price on the terms and
subject to the conditions contained in the
Subscription Agreements
"Subscription Agreements" the individual agreements between the Company
and the Subscribers in connection with the
Subscription
"Subscription Shares" 1,541,500 new Ordinary Shares to be conditionally
subscribed for cash pursuant to the Subscription
"uncertificated" a shareholding which is recorded on the register
or "in uncertificated of members of the Company as being held in
form" uncertificated form in CREST and title to which,
by virtue of the CREST Regulations, may be
transferred by means of CREST
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland
"Warrant Instrument" the deed dated 16 February 2021 entered into
by the Company relating to the grant of the
Cenkos Warrants to Cenkos
"GBP", "Pounds the lawful currency of the United Kingdom
Sterling" or "Pence"
Appendix - Terms and Conditions of the Placing
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF
IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT:
(A) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS
IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMED (THE "PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"); AND
(B) QUALIFIED INVESTORS IN THE UNITED KINGDOM WHO ARE PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN LANDORE RESOURCES LIMITED.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES EXCEPT
PURSUANT TO AN EXEMPTION FROM 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.
SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE
COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF,
AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION
FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF
SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS DOCUMENT,
WILL NOT BE ACCEPTED. NO REPRESENTATION IS BEING MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION UNDER THE SECURITIES ACT FOR THE
REOFFER, RESALE, PLEDGE OR TRANSFER OF THE PLACING SHARES.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company or Cenkos or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being directed solely at
persons in circumstances in which section 21(1) of the FSMA does
not apply.
The relevant clearances have not been, nor will they be,
obtained from the US Securities and Exchange Commission or from the
securities commission of any province or territory of Canada, no
prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be,
obtained for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing
Shares and the Placing Shares have not been, nor will they be,
registered under or offering in compliance with the securities laws
of any state, province or territory of the United States,
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who has been
invited to and who has chosen to participate in the Placing (a
"Placee") is deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to provide the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Announcement.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things):
1 that it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2 that in the case of a Relevant Person in the United Kingdom
who acquires any Placing Shares pursuant to the Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(E) of the Prospectus Regulation;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any member state of the
European Economic Area ("EEA") which has implemented the Prospectus
Regulation other than Qualified Investors or in circumstances in
which the prior consent of Cenkos has been given to the offer or
resale; or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
3 that it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority
to make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
4 that 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.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and any information publicly announced through a
Regulatory Information Service (as defined in the AIM Rules) by or
on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to
any further terms set forth in the form of confirmation to be sent
to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
Cenkos, the Company or any other person and none of Cenkos, the
Company or any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Cenkos has today entered into a placing agreement (the "Placing
Agreement") with the Company under which, on the terms and subject
to the conditions set out in the Placing Agreement, Cenkos as agent
and broker for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares at
the Issue Price. The Placing is conditional upon, amongst other
things, Admission becoming effective and the Placing Agreement
becoming unconditional and not being terminated in accordance with
its terms.
The Placing Shares will, when issued, be subject to the articles
of incorporation of the Company and credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
Subject to, amongst other things, the Placing Agreement becoming
unconditional and not being terminated in accordance with its
terms, it is expected that Admission will take place no later than
8.00 a.m. on 22 February 2021 and that dealings in the Placing
Shares on AIM will commence at the same time.
Principal terms of the Placing
1 Cenkos is acting as nominated adviser and broker to the
Placing, as agent for and on behalf of the Company. Cenkos is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA") and is acting exclusively for the Company
and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to its customers or
for providing advice in relation to the matters described in this
Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Cenkos to participate.
Cenkos and any of its affiliates are entitled to participate in the
Placing.
3 The Issue Price will be a fixed price of 30 pence per Placing
Share. No commissions will be paid to Placees or by the Placees in
respect of any Placing Shares.
4 Each Placee's allocation has been confirmed to Placees orally
by Cenkos, and a contract note has been despatched by Cenkos to
each Placee. The oral confirmation to such Placee constitutes an
irrevocable, legally binding commitment upon such person (who will
at that point became a Placee), in favour of Cenkos and the
Company, under which it agreed to acquire the number of Placing
Shares allocated to it at the Issue Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's articles of incorporation. Except with Cenkos' written
consent, such commitment is not capable of variation or revocation
at the time at which it is submitted.
5 Each Placee's allocation and commitment has also been
evidenced by a form of confirmation issued to such Placee by
Cenkos. The terms of this Appendix are deemed incorporated in that
form of confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Cenkos (as agent for the Company), to
pay to it (or as it may direct) in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing were confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
8 All obligations of Cenkos under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing".
9 By participating in the Placing, each Placee has agreed that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) Cenkos, (b) any of Cenkos' respective
affiliates, agents, directors, officers, consultants, (c) to the
extent not contained within (a) or (b), any person connected with
any of Cenkos as defined in the FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of Cenkos), (d) any
person acting on any of Cenkos' behalf, shall have any liability
(including to the extent permissible by law, any fiduciary duties)
to Placees or to any other person whether acting on behalf of a
Placee or otherwise. In particular, neither Cenkos nor any of its
respective affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of
their conduct of the Placing or of such alternative method of
effecting the Placing as Cenkos and the Company may agree.
Registration and Settlement
Participation in the Placing is only available to persons who
are invited to participate in it by Cenkos.
Each Placee allocated Placing Shares in the Placing has been
sent a contract note stating the number of Placing Shares allocated
to it at the Issue Price, the aggregate amount owed by such Placee
to Cenkos (as agent for the Company) and settlement
instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed as directed by Cenkos
in accordance with either the standing CREST or certificated
settlement instructions which they have in place with Cenkos.
Settlement of transactions in the Placing Shares (ISIN:
GG00BMX4VR69) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 22 February 2021 unless otherwise
notified by Cenkos and Admission is expected to occur no later than
8.00 a.m. on 22 February 2021 unless otherwise notified by Cenkos.
Admission and Settlement may occur at an earlier date, which if
achievable, will be notified through a Regulatory Information
Service. Settlement will be on a delivery versus payment basis.
However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and Cenkos may agree that the
Placing Shares should be issued in certificated form. Cenkos
reserves the right to require settlement for the Placing Shares,
and to deliver the Placing Shares to Placees, by such other means
as they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with
regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by Cenkos.
Each Placee has agreed that if it does not comply with these
obligations, Cenkos may sell any or all of their Placing Shares on
their behalf and retain from the proceeds, for Cenkos' own account
and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the amount owed by it and for
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of their
Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Cenkos under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) Admission occurring by not later than 8.00 a.m. on 22
February 2021 (or such later date as the Company and Cenkos may
agree in writing, in any event being not later than 8.00 a.m. on 5
March 2021);
(b) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(c) in the opinion of Cenkos, acting in good faith, none of the
warranties or undertakings on the part of the Company contained in
the Placing Agreement being or having become untrue, inaccurate or
misleading at any time before Admission;
(d) there being no development or event prior to Admission of
which Cenkos was unaware when entering into the Placing Agreement
which in the opinion of Cenkos, acting in good faith, would require
a supplementary press announcement; and
(e) Cenkos' obligations under the Placing Agreement not being
terminated in accordance with its terms,
(all conditions to the obligations of Cenkos included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and Cenkos may agree, provided that
the time for satisfaction of the condition set out in (a) above
shall not be extended beyond 8.00 a.m. on 5 March 2021), or the
Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on
whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by Cenkos,
in their absolute discretion by notice in writing to the Company
and Cenkos may also agree in writing with the Company to extend the
time for satisfaction of any condition. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
Cenkos may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Cenkos, the Company nor any of their respective
affiliates, agents, directors, officers, employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing
nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Cenkos.
Termination of the Placing
Cenkos may terminate the Placing Agreement, in accordance with
its terms, at any time prior to Admission if, inter alia:
1 it comes to the attention of Cenkos that any of the warranties
were not true or accurate, or were misleading when given or deemed
given; or
2 it comes to the attention of Cenkos that the Company has
failed to comply with its obligations under the Placing Agreement
which is material in the context of the Placing; or
3 it comes to the attention of Cenkos that any statement
contained in the Issue Documents has become or been discovered to
be untrue, inaccurate or misleading; or
4 there has occurred, in the opinion of Cenkos (acting in good
faith), any material adverse change in the financial position or
prospects or business of the Company and its subsidiary
undertakings (taken as whole); or
5 there has occurred a force majeure event which, in the opinion
of Cenkos, will or is likely to be prejudicial to the Placing or
(acting in good faith) Admission or to the subscription for Placing
Shares by Placees.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and Cenkos that the exercise by the Company or Cenkos of
any right of termination, waiver or any condition or decision to
extend or not the time for satisfaction of any condition or any
other right or other discretion under the Placing Agreement shall
be within the absolute discretion of the Company or Cenkos and that
neither of the Company nor Cenkos need make any reference to such
Placee and that neither Cenkos, the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by Cenkos of a form of confirmation confirming each
Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where Cenkos expressly agree in writing to the contrary):
1 it has read, understood and accepts the terms and conditions
set out within this Announcement in its entirety and that its
acquisition of the Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and 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 Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this
Announcement and the Publicly Available Information (as defined in
paragraph 4 below);
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Regulation; and (b) has been or will be prepared in connection with
the Placing;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither Cenkos, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement,
or and any information publicly announced by the Company to a
Regulatory Information Service (the "Publicly Available
Information") nor has it requested any of Cenkos, the Company, any
of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them to provide
it with any such information;
5 neither Cenkos, any person acting on behalf of it or any of
their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information; (b) neither
Cenkos, the Company nor any of their respective affiliates, agents,
directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information; (c) it has
conducted its own investigation of the Company, the Placing and the
Placing Shares, satisfied itself that the information is still
current and relied on that investigation for the purposes of its
decision to participate in the Placing; and (d) has not relied on
any investigation that Cenkos or any person acting on their behalf
may have conducted with respect to the Company, the Placing or the
Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither Cenkos nor any
persons acting on its behalf is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
9.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement under
those laws or otherwise) and complied with all necessary
formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment
company it is aware of and acknowledges it is required to comply
with all applicable laws and regulations with respect to its
subscription for Placing Shares;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
the United States, Australia, Canada, Japan, the Republic of
Ireland or the Republic of South Africa, and it acknowledges and
agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation
of Australia, Canada, Japan, the Republic of Ireland or the
Republic of South Africa and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
11 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
12 neither Cenkos, their respective affiliates, agents,
directors, officers or employees nor any person acting on behalf of
any of them is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of any of
Cenkos and Cenkos has no duties or responsibilities to it for
providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
13 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to Cenkos for the Placing Shares allocated to
it in accordance with the terms and conditions of this Announcement
on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such
terms as Cenkos may, in its absolute discretion determine without
liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
14 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither Cenkos nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
acquire Placing Shares pursuant to the Placing and agrees to pay
the Company and Cenkos in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be
allotted to a CREST stock account of Cenkos or transferred to a
CREST stock account of Cenkos who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
15 it is acting as principal only in respect of the Placing 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,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and Cenkos for
the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another
person);
16 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
17 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
18 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (b) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article 2(E)
the Prospectus Regulation. For such purposes, it undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
19 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
20 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
21 if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Regulation other
than Qualified Investors, or in circumstances in which the express
prior written consent of Cenkos has been given to the offer or
resale;
22 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
23 neither Cenkos nor any of its respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or for
any information previously published by or on behalf of the Company
or any other written or oral information made available to or
publicly available or filed information or any representation,
warranty or undertaking relating to the Company, and will not be
liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or elsewhere, provided that nothing in this
paragraph shall exclude any liability of any person for fraud;
24 neither Cenkos, the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of Cenkos, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of Cenkos' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
25 acknowledges and accepts that Cenkos may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Placing Shares and/or related instruments for
its own account for the purpose of hedging its underwriting
exposure or otherwise and, except as required by applicable law or
regulation, Cenkos will not make any public disclosure in relation
to such transactions;
26 Cenkos and its affiliates, each acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by Cenkos and/or any of their respective affiliates, acting
as an investor for its or their own account(s). Neither Cenkos nor
the Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
27 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to the expiry of a
period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of
their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus
Regulation;
28 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2017 (together, the "Regulations") and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
29 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018 and the Proceeds
of Crime Act 2002 and confirms that it has and will continue to
comply with those obligations;
30 in order to ensure compliance with the Money Laundering
Regulations 2017, Cenkos (for itself and as agent on behalf of the
Company) or the Company's Registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Cenkos or the Company's Registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Cenkos' absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Cenkos' or the Company's
Registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity Cenkos
(for themselves and as agent on behalf of the Company) or the
Company's Registrars have not received evidence satisfactory to
them, Cenkos and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
31 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Cenkos'
conduct of the Placing;
32 it irrevocably appoints any duly authorised officer of Cenkos
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe or purchase upon the terms
of this Announcement;
33 the Company, Cenkos and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the representations,
warranties, acknowledgements and agreements, which are given to
Cenkos, on their own behalf and on behalf of the Company and are
irrevocable;
34 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
35 time is of the essence as regards its obligations under this Appendix;
36 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Cenkos;
37 the Placing Shares will be issued subject to the terms and
conditions of this Announcement; and
38 these terms and conditions in this Announcement and all
documents into which this Announcement is incorporated by reference
or otherwise validly forms a part and/or any agreements entered
into pursuant to these terms and conditions and all agreements to
acquire shares pursuant to the Placing will be governed by and
construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Cenkos 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Cenkos and each of their respective affiliates, agents,
directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Announcement or incurred by Cenkos, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Announcement shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor Cenkos shall be responsible for such stamp
duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and they should notify Cenkos
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and Cenkos in the event that either
the Company and/or Cenkos has incurred any such liability to such
taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Announcement are given to Cenkos for
itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that Cenkos does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Cenkos may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with any of Cenkos, any money held in an account with
Cenkos on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each 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 Cenkos' money
(as applicable) in accordance with the client money rules and will
be held by it under a banking relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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END
IOEFLFEDFEIRLIL
(END) Dow Jones Newswires
February 16, 2021 12:57 ET (17:57 GMT)
Grafico Azioni Landore Resources (LSE:LND)
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