TIDMUKOG
RNS Number : 7411E
UK Oil & Gas PLC
09 July 2021
UK Oil & Gas PLC
("UKOG" or the "Company")
Open Offer of up to 2,643,429,529 Open Offer Shares at GBP0.0018
per share
UK Oil & Gas PLC (London AIM: UKOG) is pleased to announce
that as per its 5(th) July announcement, it proposes to raise up to
GBP4.7m (before expenses) via an Open Offer of up to 2,643,429,529
Open Offer Shares at GBP0.0018 per New Ordinary Share, the same
price per share as its placing of 2(nd) July 2021. Under the Open
Offer, the Company intends to provide all Qualifying Shareholders
(other than, subject to certain exceptions, Restricted Shareholders
and US persons) with the opportunity to subscribe for up to 1 Open
Offer Share for every 5 Existing Ordinary Shares held by them.
The total amount that the Company could raise under the Open
Offer is GBP4.7 million (before expenses), assuming all the Open
Offer Entitlements are taken up.
The Company will shortly be posting a circular to Shareholders
(the "Circular") containing detailed information about the Open
Offer, a copy of which will also be available shortly on the
Company's website: https://www.ukogplc.com/
Further details of the Open Offer are set out in the extract
from the Letter from the Chairman of the Company below, together
with the expected timetable.
For further information, please contact:
UK Oil & Gas PLC
Stephen Sanderson / Kiran Morzaria Tel: 01483 900582
W H Ireland Ltd (Nominated Adviser and Broker)
James Joyce / James Sinclair-Ford Tel: 020 7220 1666
Communications
Brian Alexander Tel: 01483 900582
The information contained within this announcement is deemed by
the Company to constitute inside information under UK MAR
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2021
Record Date and time for entitlements under 6.00 p.m. on 7 July
the Open Offer 2021
Announcement of the Open Offer and posting 7.00 a.m. on 9 July
of the Circular and Application Forms 2021
Existing Ordinary Shares marked 'ex' by London 8.00 a.m. on 12
Stock Exchange July 2021
Basic Entitlements and Excess Open Offer 8.00 a.m. on 12
Entitlements credited to stock accounts in July 2021
CREST of Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal 4.30 p.m. on 20
of Basic Entitlements and Excess Open Offer July 2021
Entitlements from CREST
Latest time for depositing Basic Entitlements 3.00 p.m. on 21
and Excess Open Offer Entitlements into CREST July 2021
Latest time and date for splitting of Application 3.00 p.m. on 22
Forms (to satisfy bona fide market claims July 2021
only
Latest time and date for receipt of completed 11.00 a.m. on 26
Application Forms and payment in full under July 2021
the Open Offer or settlement of relevant
CREST instruction (as appropriate
Allocation of Excess Shares to Qualifying 26 July 2021
Shareholders
Results of Open Offer announced through an 26 July 2021
RIS
Admission and commencement of dealings in 27 July 2021
the Open Offer Shares
Open Offer Shares credited to CREST stock 27 July 2021
accounts
Despatch of definitive share certificates within 14 days of
for Open Offer Shares held in certificated Admission
form
Notes:
(1) References to times in the Circular are to London time (unless otherwise stated).
(2) The dates and timing of the events in the above timetable
and in the rest of the Circular are indicative only and may be
subject to change at the absolute discretion of the Company. If any
of the above times or dates should change, the revised times and/or
dates will be notified to the Shareholders by an announcement to an
RIS.
(3) In order to subscribe for Open Offer Shares under the Open
Offer, Qualifying Shareholders will need to follow the procedure
set out in Part II of the Circular and, where relevant, complete
the accompanying Application Form. If Qualifying Shareholders have
any queries or questions relating to the Circular, the completion
and return of the Application Form, or the procedure for acceptance
and payment, or wish to request another Application Form, they
should contact the Registrar, Corporate Actions on 01252 821390 or,
if calling from outside the UK on +44 01252 821390 where relevant,
quoting the allotment number of their Application Form..
OPEN OFFER STATISTICS
Closing Price per Existing Ordinary Share (1) 0.18 pence
Issue Price of each New Ordinary Share 0.18 pence
Discount to Closing Price per Existing Ordinary
Share 0%
Number of Existing Ordinary Shares in issue
(2) 13,218 ,369,752
Entitlement under Open Offer (3) 1 Open Offer Share
for each 5 Existing
Ordinary Shares
Number of Open Offer Shares to be offered for up to 2,643,429,529
subscription by the Company
Maximum proceeds of Open Offer (before expenses) GBP4,758,173
(4)
Maximum Enlarged Share Capital following Admission
(4) 18,625,688,159
Maximum percentage of Enlarged Share Capital
represented by the Open Offer Shares 14.19%
Estimated aggregate net proceeds of the Open GBP4,758,173
Offer (4)
Notes:
(1) The Closing Price on AIM on 7 July 2021, being the last
practicable Business Day prior to the publication of the
Circular.
(2) As at 8 July 2021, being the last practicable Business Day
prior to the publication of the Circular.
(3) The actual number of Open Offer Shares to be issued under
the Open Offer will be subject to rounding down to eliminate
fractions.
(4) Assuming the maximum number of Open Offer Shares is allotted pursuant to the Open Offer.
1. Introduction
As announced on 5 July 2021, the Company has successfully raised
GBP5,000,000 through a placing of 2,763,888,878 Placing Shares at a
price of GBP0.0018 per Ordinary Share.
In addition, the Company is now proposing to raise up to GBP4.7m
(before expenses) approximately through the issue of up to
2,643,429,529 Open Offer Shares by way of an Open Offer at
GBP0.0018 per New Ordinary Share. The Issue Price represents a
discount of approximately 22 per cent. to closing price of the
Ordinary Shares on 1 July 2021. Under the Open Offer, the Company
intends to provide all Qualifying Shareholders (other than, subject
to certain exceptions, Restricted Shareholders and US persons) with
the opportunity to subscribe for up to 1 Open Offer Shares for
every 5 Existing Ordinary Share held by them.
The total amount that the Company could raise under the Open
Offer is GBP4.7 million (before expenses), assuming all the Open
Offer Entitlements are taken up.
This letter sets out in more detail the background to and
reasons for the Open Offer and its terms.
2. Background to and reasons for the Open Offer and use of proceeds
The Company is an energy company primarily focused upon oil and
gas exploration and production in the UK and Turkey onshore
sectors. The Company aims to build a sustainable oil and gas
production base that can act as a springboard to further worldwide
petroleum opportunities and to help its diversification into the
emerging geothermal and renewable energy fields.
Its UK onshore portfolio consists of direct and indirect
interests in six oil and gas exploration, appraisal, development
and production assets, all situated within the Weald and
Purbeck-Wight Basins of southern England.
The Company holds a majority operating interest in the producing
Horse Hill oil field which has the necessary planning consent for
further infill drilling in the Portland and underlying Kimmeridge
reservoirs and a water injector well. It also has a non-operating
interest in the long established producing Horndean oil field and
holds majority interests in four further UK onshore oil and gas
discoveries, including the significant Loxley Portland gas
discovery, assessed to be the second largest gas accumulation ever
discovered and flow tested in the UK onshore (see the Company's RNS
of 21 September 2020).
The Company's portfolio in Turkey consists of a 50% non-operated
working interest in the 305 km(2) M47-b1, b2 licence (the Resan
Licence) in south east Turkey, containing the potentially
significant undeveloped Basur-Resan oil discovery and a further
identified exploration prospect, Prospect A.
As stated in the Company's announcement of 15th January 2021,
the Basur-Resan appraisal project is assessed to contain
significantly greater discovered oil volumes than any of the
Company's UK projects. It is therefore the focus of the Company's
2021 activities.
The Resan Licence is the subject of ongoing operational
activities, with the construction of the well site and drilling pad
for the first modern appraisal well, Basur-3, near complete. The
company has contributed its share of Basur-3 site construction
costs, long lead well equipment and all 2D seismic reprocessing
costs necessary to define the Basur-3 drilling location and well
plan. As previously reported, the Company expects the Basur-3 well
to commence drilling in summer this year.
As announced on 23rd July and 14th October 2020, under the terms
of the Company's acquisition of its 50% interest in the Resan
Licence the Company agreed to wholly fund the first $5 million of
the Resan Licence's commitment work programme, currently 4 wells
and 100 km of seismic. Thereafter the Company will pay its 50%
working share of all costs.
The agreed 2021 joint venture work programme of Basur-3 and 120
line km of seismic is estimated at an aggregate gross cost of
approximately $5 million (drilling $3.5 million, seismic $1.5
million) excluding coring, post well analyses, seismic processing
and drill and seismic related contingencies. A further appraisal
well Resan-6 is expected to be drilled next year post processing
and interpretation of the new seismic data.
As per the Company's announcement of 9th December 2020, it has
also applied to the Turkish regulatory authorities for a 50%
interest in four further blocks within 3 licences lying to the
south and south east of the Resan Licence, covering approximately
600 km(2) in total.
The four application blocks have received little prior historic
exploration activity and straddle multiple large identified
undrilled surface geological features, each geologically similar to
the Company's Basur-Resan oil discovery and the nearby East Sadak
producing oil field. The block immediately adjacent to the South
East of the Resan Licence is assessed to contain a possible
extension of the Basur-Resan oil accumulation.
Should the block immediately to the SE of the Resan Licence be
awarded to the Company and its joint venture partner, the
Basur-Resan seismic programme is planned to be extended into the
new block. This will ensure that any extension of the Basur-Resan
accumulation can be properly assessed and included in a forward
drilling programme. Any additional acquisition will increase gross
seismic acquisition costs directly in proportion to the additional
kilometres acquired.
In addition, within its UK portfolio, the Company also plans to
fund regulatory works at Horse Hill, ongoing licence obligations
and work related to the planning applications to drill at its
Loxley and Isle of Wight sites, together with costs related to
developing new geothermal projects at its sites and elsewhere.
In order to deliver the Company's stated strategy and growth
objectives, it will require further funds in the near future for,
amongst other things, its funding obligations under the agreed work
programme for the Resan Licence and any of the new Licence
applications should they be awarded to the Company and its
partner.
3. Details of the Placing and the Open Offer
As announced on 5 July 2021, the Company has successfully raised
GBP5,000,000 through a placing of 2,763,888,878 Placing Shares at a
price of GBP0.0018 per Ordinary Share.
As per the Company's notice of general meeting dated 21 May 2021
the Company explained that it will require further funds in the
near future for amongst other things, its funding obligations under
the agreed work programme for the Resan Licence and any new licence
blocks should those be awarded to the Company and its partner. The
Company will make available to the Shareholders an opportunity to
participate in any fundraising on terms which are the same as the
terms that will be offered to any placing to new investors by way
of an open offer on a pre-emptive basis. Should an open offer be
successful on a cost benefit basis the Company will make available
to the Shareholders an opportunity to participate in all future
fundraisings either: (i) by way of an open offer on a pre-emptive
basis; or (ii) through a mechanism that allows shareholders
participate in fundraising on a more general basis. The Company is
proposing to raise up to approximately GBP4.7m (before expenses)
pursuant to the Open Offer.
Only Qualifying Shareholders will be able to participate in the
Open Offer. The Open Offer is not underwritten. The Open Offer is
not conditional upon the level of applications made to subscribe
under the Open Offer or upon any minimum level of proceeds being
raised.. Accordingly, even if the Open Offer is not fully
subscribed, Open Offer Shares will be issued to Qualifying
Shareholders who have applied (subject to the terms and conditions
set out in the Circular and the Application Form).
The Open Offer provides Qualifying Shareholders with the
opportunity to subscribe for Open Offer Shares at the
Issue Price on the following basis:
Open Offer Shares for every 5 Existing Ordinary Share
and so on in proportion for any other number of Existing
Ordinary Shares then held.
Fractions of Open Offer Shares will not be allotted to
Qualifying Shareholders in the Open Offer and, where necessary,
entitlements under the Open Offer will be rounded down to the
nearest whole number of Open Offer Shares.
The Open Offer is subject to Admission becoming effective by
8.00 a.m. on 27 July 2021, (or such later time or date not being
later than 8.00 a.m. on 27 August 2021 as the Company may
decide).
Excess Applications
Qualifying Shareholders are also being given the opportunity to
apply for Excess Open Offer Shares at the Offer Price through the
Excess Application Facility. Qualifying Shareholders may apply for
Excess Open Offer Shares up to a maximum number of Excess Open
Offer Shares equal to 5 times their basic entitlement under the
Open Offer as set out in Box 5 in the Application Form. The total
number of Open Offer Shares is fixed and will not be increased in
response to any applications under the Excess Application Facility.
Applications under the Excess Application Facility shall be
allocated in such manner as the Directors may determine, in their
absolute discretion, and no assurance can be given that the
applications by Qualifying Shareholders will be met in full or in
part or at all.
The aggregate number of Ordinary Shares available for
subscription pursuant to the Open Offer (including under the Excess
Application Facility) is up to 2,643,429,529 Ordinary Shares.
Qualifying Shareholders should note that the Open Offer is not a
rights issue. Qualifying CREST Shareholders should also note that
although the Open Offer Entitlements will be admitted to CREST and
be enabled for settlement, applications in respect of entitlements
under the Open Offer may only be made by the Qualifying CREST
Shareholder originally entitled or by a person entitled by virtue
of a bona fide market claim raised by Euroclear UK & Ireland's
Claims Processing Unit. Qualifying non-CREST Shareholders should be
aware that the Application Form is not a negotiable document and
cannot be traded. Qualifying Shareholders should also be aware that
in the Open Offer, unlike in a rights issue, any Open Offer Shares
not applied for will not be sold in the market nor will they be
placed for the benefit of Qualifying Shareholders who do not apply
under the Open Offer.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the
Open Offer Shares to be admitted to trading on AIM. It is expected
that such Admission will become effective and that dealings will
commence at 8.00 a.m. on 27 July 2021. Further information in
respect of settlement and dealings in the Open Offer Shares is set
out in Part II of the Circular.
Overseas Shareholders
Information for Shareholders who have registered addresses
outside the United Kingdom, who are citizens or residents of
countries other than the United Kingdom or who are US persons,
appears in paragraph 7 of Part II of the Circular, which sets out
the restrictions applicable to such persons. If you are an Overseas
Shareholder, it is important that you read that part of the
Circular.
CREST Instructions
Application has been made for the Open Offer Entitlements for
Qualifying CREST Shareholders to be admitted to CREST. It is
expected that the Open Offer Entitlements will be admitted to CREST
on 27 July 2021. Applications through the CREST system may only be
made by the Qualifying Shareholder originally entitled or by a
person entitled by virtue of a bona fide market claim.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in Part II of the Circular
and, in the case of Qualifying non-CREST Shareholders, in the
Application Form.
4. Effect of the Open Offer
Upon Admission, and assuming full take up of the Open Offer
Shares, the Enlarged Share Capital is expected to be 18,625,688,159
Ordinary Shares. On this basis, the Open Offer Shares will
represent approximately 14.19 per cent. of the Enlarged Share
Capital.
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of
Admission.
5. Action to be taken
The latest time for applications under the Open Offer to be
received is 11 am on 26 July 2021. The procedure for application
and payment depends on whether, at the time at which application
and payment is made, you have an Application Form in respect of
your entitlement under the Open Offer or have Open Offer
Entitlements credited to your stock account in CREST in respect of
such entitlement.
If you are a Qualifying non-CREST Shareholder you will have
received an Application Form which gives details of your Basic
Entitlement under the Open Offer (as shown by the number of the
Open Offer Entitlements allocated to you). If you wish to apply for
Open Offer Shares under the Open Offer, you should complete the
accompanying Application Form in accordance with the procedure for
application set out in Part II of the Circular and on the
Application Form itself. The completed Application Form,
accompanied by full payment, should be returned by post or by hand
(during normal business hours only) to Share Registrars Limited at
The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR so as to
arrive as soon as possible and in any event no later than 11 a.m.
on 26 July 2021.
If you are a Qualifying CREST Shareholder, no Application Form
is enclosed but you will receive a credit to your appropriate stock
account in CREST in respect of the Open Offer Entitlements
representing your Basic Entitlement under the Open Offer. You
should refer to the procedure for application set out in Part II of
the Circular. The relevant CREST instruction must have settled by
no later than 11.00 a.m. on 26 July 2021.
If you are in any doubt as to what action you should take, you
should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.
6. Recommendation
The Board, taking into account the options available to the
Company, considers that the Open Offer is in the best interests of
the Company and its Shareholders as a whole.
Part I
1. Introduction
The Company proposes to issue up to 2,643,429,529 Open Offer
Shares in order to raise gross proceeds of approximately GBP4.7m by
way of the Open Offer (assuming that the Open Offer is subscribed
in full). Upon completion of the Open Offer (assuming it is
subscribed in full), the Open Offer Shares will represent
approximately 14.19 per cent. of the Enlarged Share Capital.
The Open Offer Shares to be issued pursuant to the Open Offer
will, following Admission, rank pari passu in all respects with the
Existing Ordinary Shares and will carry the right to receive all
dividends and distributions declared, made or paid on or in respect
of the Ordinary Shares after Admission. The Open Offer is an
opportunity for Qualifying Shareholders to apply to subscribe for
Open Offer Shares at the Issue Price in accordance with the terms
of the Open Offer. Qualifying Shareholders are also being offered
the opportunity to apply for additional Open Offer Shares in excess
of their Basic Entitlements to the extent that other Qualifying
Shareholders do not take up their Basic Entitlements in full.
Any Qualifying Shareholder who has sold or transferred all or
part of his registered holding of Existing Ordinary Shares prior to
the date on which the shares are marked ex-entitlement is advised
to either (a) complete Box 8 of the Application Form and send the
Circular together with the Application Form) to the purchaser or
transferee (except if the purchaser or transferee resides in any
Restricted Jurisdiction); or (b) consult his stockbroker, bank or
other agent through or to whom the sale or transfer was effected,
as soon as possible since the invitation to apply for Open Offer
Shares under the Open Offer may be a benefit which may be claimed
from him by the purchasers under the rules of the London Stock
Exchange.
A summary of the arrangements relating to the Open Offer is set
out below. The Circular and, for Qualifying non-CREST Shareholders,
the Application Form contain the formal terms and conditions of the
Open Offer. Your attention is drawn to Part II which gives details
of the procedure for application and payment for the Open Offer
Shares.
Qualifying Shareholders are also being given the opportunity to
apply for Excess Open Offer Shares at the Offer Price through the
Excess Application Facility. Qualifying Shareholders may apply for
Excess Open Offer Shares up to a maximum number of Excess Open
Offer Shares equal to 5 times their basic entitlement under the
Open Offer as set out in Box 5 in the Application Form. The total
number of Open Offer Shares is fixed and will not be increased in
response to any applications under the Excess Application Facility.
Applications under the Excess Application Facility shall be
allocated in such manner as the Directors may determine, in their
absolute discretion, and no assurance can be given that the
applications by Qualifying Shareholders will be met in full or in
part or at all.
2. The Open Offer
The Company hereby invites Qualifying Shareholders, on the terms
and subject to the conditions set out herein and, for Qualifying
non-CREST Shareholders, in the accompanying Application Form, to
subscribe for Open Offer Shares at GBP0.0018 per Open Offer Share
(payable in cash in full on application and free of all expenses)
on the basis of:
1 Open Offer Shares for every 5 Existing Ordinary Share
registered in their name at the Record Date and so on in
proportion for any other number of Existing Ordinary Shares then
held. Applications by Qualifying Shareholders will be satisfied in
full up to their Basic Entitlements. The ability of Qualifying
Shareholders to accept the Offer may be restricted in certain
jurisdictions. The attention of Overseas Shareholders is drawn to
paragraph 7 of this Part II.
Fractions of Open Offer Shares will not be allotted to
Qualifying Shareholders in the Open Offer and, where necessary,
entitlements under the Open Offer will be rounded down to the
nearest whole number of Open Offer Shares.
Qualifying Shareholders may subscribe for less than their Basic
Entitlements should they so wish. Subject to availability,
Qualifying Shareholders may in addition subscribe for Excess Shares
using the Excess Application Facility. The Excess Application
Facility will enable Qualifying Shareholders, provided they have
taken up their Basic Entitlement in full, to apply for whole
numbers of Excess Shares in excess of their Basic Entitlement up to
an amount equal to the total number of Open Offer Shares available
under the Open Offer less an amount equal to the relevant
Qualifying Shareholder's Basic Entitlement. Please see below for
further details of the Excess Application Facility.
Holdings of Existing Ordinary Shares in certificated and
uncertificated form will be treated as separate holdings for the
purpose of calculating Basic Entitlements, as will holdings under
different designations and in different accounts.
Qualifying CREST Shareholders will have their Open Offer
Entitlements and Excess Open Offer Entitlements credited to their
stock accounts in CREST and should refer to paragraphs 2, 4 and 8
of this Part II and also to the CREST Manual for further
information on the relevant CREST procedures.
Excess Applications
Qualifying Shareholders may subscribe for any number of Open
Offer Shares subject to the limit on applications under the Excess
Application Facility referred to below. The Basic Entitlement, in
the case of Qualifying Non-CREST Shareholders, is equal to the
number of Open Offer Shares shown in Box 5 on the Application Form
or, in the case of Qualifying CREST Shareholders, is equal to the
number of Open Offer Entitlements standing to the credit of their
stock account in CREST.
The Excess Application Facility enables Qualifying Shareholders
to apply for any whole number of Excess Shares. Qualifying
non-CREST Shareholders who wish to apply to subscribe for more than
their Basic Entitlements should complete Boxes 2(a), 2(b), 2(c) and
3 on the Application Form. Applications for Excess Shares may be
allocated in such manner as the Directors may determine, in their
absolute discretion, and no assurance can be given that
applications by Qualifying Shareholders will be met in full or in
part or at all.
The aggregate number of Ordinary Shares available for
subscription pursuant to the Open Offer (including under the Excess
Application Facility) is 2,643,429,529 Open Offer Shares.
Qualifying Shareholders should be aware that the Open Offer is
not a rights issue. Qualifying non- CREST Shareholders should also
note that their Application Forms are not negotiable documents and
cannot be traded. Qualifying CREST Shareholders should note that,
although the Basic Entitlements and Excess Open Offer Entitlements
will be credited to CREST and be enabled for settlement,
applications in respect of Basic Entitlements and Excess Open Offer
Entitlements may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona
fide market claim raised by Euroclear's Claims Processing Unit.
Open Offer Shares not applied for by Qualifying Shareholders under
the Open Offer will not be sold in the market for the benefit of
those who do not apply to take up their Basic Entitlements and
Excess Open Offer Entitlements, but may be allotted to Qualifying
Shareholders to meet any valid applications under the Excess
Application Facility and the net proceeds will be retained for the
benefit of the Company. Qualifying Shareholders who do not apply to
take up Open Offer Shares will have no rights under the Open Offer.
If valid acceptances are not received in respect of all the Open
Offer Shares under the Open Offer, unallocated Open Offer Shares
may be allotted to Qualifying Shareholders to meet any valid
applications under the Excess Application Facility and the proceeds
retained for the benefit of the Company.
Any Qualifying Shareholder who has sold or transferred all or
part of his registered holding(s) of Existing Ordinary Shares prior
to 6.00 p.m. on 12 July 2021 is advised to consult his stockbroker,
bank or other agent through or to whom the sale or transfer was
effected as soon as possible since the invitation to apply for Open
Offer Shares under the Open Offer may be a benefit which may be
claimed from him by the purchasers under the rules of the London
Stock Exchange.
The Existing Ordinary Shares are already admitted to CREST. No
further application for admission to CREST is accordingly required
for the Open Offer Shares. All such Open Offer Shares, when issued
and fully paid, may be held and transferred by means of CREST.
Application will be made for the Basic Entitlements and Excess
Open Offer Entitlements to be admitted to CREST. The conditions for
such admission having already been met, the Basic Entitlements and
Excess Open Offer Entitlements are expected to be admitted to CREST
with effect from 8.00 a.m. on 27 July 2021.
The Open Offer Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares. The Open Offer Shares are not being made available in whole
or in part to the public except under the terms of the Open
Offer.
Overseas Shareholders are referred to the section entitled
"Overseas Shareholders" set out in paragraph 7] of this Part
II.
The Existing Ordinary Shares are in registered form, are traded
on AIM and are not traded on any other exchange. The Open Offer
Shares will also be in registered form, will be issued credited as
fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares. The Open Offer Shares will be issued only
pursuant to the Open Offer and, subject as set out in this Part II,
will not otherwise be marketed or made available in whole or in
part to the public.
The net proceeds of the Open Offer (assuming full take-up) will
amount to a maximum of approximately GBP4.7 million. The Open Offer
Shares (assuming full take-up) will represent approximately 14.19
per cent. of the Enlarged Share Capital.
3. Conditions and further terms of the Open Offer
The Open Offer is subject to Admission becoming effective by
8.00 a.m. on 27 July 2021 (or such later time or date not being
later than 8.00 a.m. on 27 August 2021 as the Company may decide).
Accordingly, if that condition is not satisfied, the Open Offer
will not proceed and any applications made by Qualifying
Shareholders will be rejected. In such circumstances, application
monies will be returned (at the applicant's sole risk), without
payment of interest, as soon as practicable thereafter. Revocation
of applications for Open Offer Shares cannot occur after dealings
have begun.
No temporary documents of title will be issued in respect of
Open Offer Shares held in uncertificated form. Definitive
certificates in respect of Open Offer Shares taken up are expected
to be posted to those Qualifying Shareholders who have validly
elected to hold their Open Offer Shares in certificated form within
14 days of Admission. In respect of those Qualifying Shareholders
who have validly elected to hold their Open Offer Shares in
uncertificated form, the Open Offer Shares are expected to be
credited to their stock accounts maintained in CREST on 27 July
2021.
Application will be made for the Open Offer Shares to be
admitted to trading on AIM. Admission is expected to occur at 8.00
a.m. on 27 July 2021, when dealings in the Open Offer Shares are
expected to begin.
If for any reason it becomes necessary to adjust the expected
timetable as set out in the Circular, the Company will make an
appropriate announcement to an RIS giving details of the revised
dates.
4. Procedure for application and payment
The action to be taken by Qualifying Shareholders in respect of
the Open Offer depends on whether, at the relevant time, a
Qualifying Shareholder has an Application Form in respect of his
Basic Entitlement or a Qualifying Shareholder has his Basic
Entitlement and Excess Open Offer Entitlement credited to his CREST
stock account in respect of such entitlement.
Qualifying Shareholders who hold their Existing Ordinary Shares
in certificated form on the Record Date will be allotted Open Offer
Shares in certificated form. Qualifying Shareholders who hold all
or part of their Existing Ordinary Shares in uncertificated form
will be allotted Open Offer Shares in uncertificated form to the
extent that their entitlement to Open Offer Shares arises as a
result of holding Existing Ordinary Shares in uncertificated form.
However, it will be possible for Qualifying Shareholders to deposit
Open Offer Entitlements into, and withdraw them from, CREST.
Further information on deposit and withdrawal from CREST is set out
in paragraph 4.2(g) of this Part II.
CREST sponsored members should refer to their CREST sponsor, as
only their CREST sponsor will be able to take the necessary action
specified below to apply under the Open Offer in respect of the
Basic Entitlements and Excess Open Offer Entitlements of such
members held in CREST. CREST members who wish to apply under the
Open Offer in respect of their Basic Entitlements and Excess Open
Offer Entitlements in CREST should refer to the CREST Manual for
further information on the CREST procedures referred to below.
Qualifying Shareholders who do not want to take up or apply for
the Open Offer Shares under the Open Offer should take no action
and should not complete or return the Application Form or send a
CREST instruction.
4.1 If you have an Application Form in respect of your
entitlement under the Open Offer
(a) General
Subject as provided in paragraph 7 of this Part II in relation
to Overseas Shareholders, Qualifying non-CREST Shareholders will
have received an Application Form with the Circular. The
Application Form shows the number of Existing Ordinary Shares
registered in their name at the Record Date in Box 4. It also shows
the number of Open Offer Shares which represents their Basic
Entitlement under the Open Offer, as shown by the Basic Entitlement
allocated to them as set out in Box 5. Box 6 shows how much they
would need to pay if they wish to take up their Basic Entitlement
in full. Qualifying non-CREST Shareholders wishing to take up their
Basic Entitlement in full should complete Boxes 2(c) and 3.
Fractions of Open Offer Shares will not be allotted to
Qualifying Shareholders in the Open Offer and, where necessary,
entitlements under the Open Offer will be rounded down to the
nearest whole number of Open Offer Shares. Qualifying non-CREST
Shareholders may apply for less than their Basic Entitlement should
they wish to do so. Qualifying Shareholders wishing to apply for
Open Offer Shares representing less than their Basic Entitlement
may do so by completing Boxes 2(a), 2(c) and 3 of the Application
Form. Subject to availability, and assuming that the relevant
Qualifying non-CREST Shareholder has accepted his Basic Entitlement
in full, such Qualifying non-CREST Shareholders may also apply for
any whole number of Excess Shares in excess of their Basic
Entitlement up to an amount equal to the total number of Open Offer
Shares available under the Open Offer less an amount equal to such
Qualifying Shareholder's Basic Entitlement by completing Box 2(b of
the Application Form (see paragraph 2 of this Part II). Qualifying
non-CREST Shareholders may hold such an Application Form by virtue
of a bona fide market claim (see paragraph 4.1(b) of this Part
II).
The instructions and other terms set out in the Application Form
form part of the terms of the Open Offer.
(b) Bona fide market claims
Applications to subscribe for Open Offer Shares may only be made
on the Application Form and may only be made by the Qualifying
non-CREST Shareholder named in it or by a person entitled by virtue
of a bona fide market claim in relation to a market purchase of
Existing Ordinary Shares prior to the date upon which the Existing
Ordinary Shares were marked "ex" for the purposes of entitlement to
participate in the Open Offer. Application Forms may not be
assigned, transferred or split, except to satisfy bona fide market
claims, up to 3.00 p.m. on 22 July 2021. The Application Form is
not a negotiable document and cannot be separately traded. A
Qualifying non-CREST Shareholder who has sold or otherwise
transferred all or part of his holding of Existing Ordinary Shares
prior to the date upon which the Existing Ordinary Shares were
marked "ex" for the purposes of entitlement to participate in the
Open Offer, should consult his broker or other professional adviser
as soon as possible, as the invitation to subscribe for Open Offer
Shares under the Open Offer may be a benefit which may be claimed
by the transferee from his counterparty. Qualifying non-CREST
Shareholders who have sold all or part of their registered holdings
should, if the market claim is to be settled outside CREST,
complete Box 8 on the Application Form and immediately send it to
the stockbroker, bank or other agent through whom the sale or
transfer was effected for onward transmission to the purchaser or
transferee or to the Registrar in accordance with the instructions
set out in the accompanying Application Form. The Application Form
should not, however, subject to certain exceptions, be forwarded to
or transmitted in or into any Restricted Jurisdiction.
If the market claim is to be settled outside CREST, the
beneficiary of the claim should follow the procedures set out in
the accompanying Application Form. If the market claim is to be
settled in CREST, the beneficiary of the claim should follow the
procedures set out in paragraph 4.2(e) below.
(c) Excess Application Facility
Subject to availability, Qualifying Shareholders may apply to
subscribe for Excess Shares using the Excess Application Facility,
should they wish, provided they have agreed to take up their Basic
Entitlement in full. Qualifying non-CREST Shareholders wishing to
apply for Excess Shares, up to an amount equal to the total number
of Open Offer Shares available under the Open Offer less an amount
equal to a Qualifying Shareholder's Basic Entitlement, may do so by
completing Boxes 2(b) of the Application Form. The total number of
Open Offer Shares is fixed and will not be increased in response to
any Excess Applications. Excess Applications will therefore only be
satisfied to the extent that other Qualifying Shareholders do not
apply for their Basic Entitlement in full. Applications under the
Excess Application Facility shall be allocated in such manner as
the Directors may determine, in their absolute discretion, and no
assurance can be given that the applications by Qualifying
Shareholders will be met in full or in part or at all. Excess
monies in respect of applications which are not met in full will be
returned to the applicant (at the applicant's risk) without
interest as soon as practicable thereafter by way of cheque or
CREST payment, as appropriate.
(d) Application procedures
Qualifying non-CREST Shareholders wishing to apply to subscribe
for all or any of the Open Offer Shares to which they are entitled
should complete the Application Form in accordance with the
instructions printed on it. Completed Application Forms should be
posted in the accompanying reply-paid envelope (for use only in the
UK) or delivered by hand (during normal business hours only) to
Share Registrars Limited at The Courtyard, 17 West Street, Farnham,
Surrey, GU9 7DR (who will act as receiving agent in relation to the
Open Offer), with a cheque or banker's draft drawn in Sterling on a
bank or building society in the UK, the Channel Islands or the Isle
of Man which is either a member of the Cheque and Credit Clearing
Company Limited or the CHAPS Clearing Company Limited or which has
arranged for its cheques or banker's drafts to be cleared through
the facilities provided for members of any of those companies.
Cheques should be drawn on the personal account to which the
Shareholder has sole or joint title to the funds. Third party
cheques will not be accepted with the exception of banker's drafts
or building society cheques where the bank or building society has
endorsed the back of the cheque or draft by adding the
Shareholder's details and the branch stamp. Such cheques or
banker's drafts must bear the appropriate sort code in the top
right-hand corner and must be for the full amount payable on
application. Payments via CHAPS, BACS or electronic transfer will
not be accepted. Applications must be received by Share Registrars
Limited (at the address detailed above) no later than 11.00 a.m. on
26 July 2021, after which time Application Forms will not be valid.
Once submitted, applications are irrevocable and receipt thereof
will not be acknowledged. If an Application Form is being sent by
post in the UK, Qualifying Shareholders are recommended to allow at
least four working days for delivery. Application Forms delivered
by hand will not be checked upon delivery and no receipt will be
provided.
Cheques should be made payable to "Share Registrars Limited
Receiving Agent Account" and crossed "A/C Payee Only". It is a
condition of application that cheques will be honoured on first
presentation and the Company may in its absolute discretion elect
not to treat as valid any application in respect of which a cheque
is not so honoured. The Company may in its sole and absolute
discretion, but shall not be obliged to, treat an Application Form
as valid and binding on the person by whom or on whose behalf it is
lodged, even if not completed in accordance with the relevant
instructions or not accompanied by a valid power of attorney where
required, or if it otherwise does not strictly comply with the
terms and conditions of the Open Offer. The Company further
reserves the right (but shall not be obliged) to accept either
Application Forms received after 11.00 a.m. on 26 July 2021.
Multiple applications will not be accepted. All documents and
remittances sent by post or to an applicant (or as the applicant
may direct) will be sent at the applicant's own risk.
Cheques and banker's drafts are liable to be presented for
payment upon receipt. Post-dated cheques will not be accepted. If
they are presented before the conditions of the Open Offer are
fulfilled, the application monies will be kept in a separate
non-interest bearing bank account until the conditions are fully
met. If the conditions of the Open Offer are not fulfilled on or
before 8.00 a.m. on 27 July 2021, or such later date as the Company
may determine (being no later than 8.00 a.m. on 27 August 2021),
the Open Offer will lapse and all application monies will be
returned without interest by crossed cheque in favour of the first
named applicant through the post at the risk of the applicant(s) as
soon as is practicable after that date.
Cheques, which must be drawn on the personal account where you
have sole or joint title to the funds, should be made payable to
"Share Registrars Limited Receiving Agent Account". Third party
cheques, other than building society cheques or banker's drafts,
where the building society or bank has confirmed that you have
title to the underlying funds by detailing the account name on the
back of the cheque/draft and adding the bank stamp, will not be
accepted.
If Open Offer Shares have already been allotted to a Qualifying
non-CREST Shareholder and such Qualifying non-CREST Shareholder's
cheque or banker's draft is not honoured upon first presentation or
such Qualifying non-CREST Shareholder's application is subsequently
otherwise deemed to be invalid, the Receiving Agent shall be
authorised (in its absolute discretion as to manner, timing and
terms) to make arrangements, on behalf of the Company, for the sale
of such Qualifying non-CREST Shareholder's Open Offer Shares and
for the proceeds of sale (which for these purposes shall be deemed
to be payments in respect of successful applications) to be paid to
and retained by the Company. None of the Receiving Agent, WH
Ireland or the Company, nor any other person, shall be responsible
for, or have any liability for, any loss, expense or damage
suffered by such Qualifying non- CREST Shareholder as a result.
(e) Effect of valid application
All documents and remittances sent by post by or to an applicant
(or as the applicant may direct) will be sent at the applicant's
own risk. By completing and delivering an Application Form, the
applicant:
(i) agrees that all applications under the Open Offer and any
contracts or non-contractual obligations resulting therefrom, shall
be governed by and construed in accordance with the laws of
England;
(ii) represents and warrants to the Company, the Receiving Agent
and WH Ireland that he has the right, power and authority, and has
taken all action necessary, to make the application under the Open
Offer and to execute, deliver and exercise his rights, and perform
his obligations under any contracts resulting therefrom and that he
is not a person otherwise prevented by legal or regulatory
restrictions from applying for Open Offer Shares or acting on
behalf of any such person on a non-discretionary basis;
(iii) confirms that, in making the application, the applicant is
not relying on any information or representation other than that
contained in the Circular, and the applicant accordingly agrees
that no person responsible solely or jointly for the Circular or
any part thereof, or involved in the preparation thereof, shall
have any liability for any such information or representation not
so contained herein and further agrees that, having had the
opportunity to read the Circular, the applicant will be deemed to
have had notice of all information in relation to the Company
contained in the Circular (including information incorporated by
reference);
(iv) confirms that, in making the application, he is not relying
and has not relied on WH Ireland or any other person affiliated
with WH Ireland in connection with any investigation of the
accuracy of any information contained in the Circular or his
investment decision;
(v) confirms that no person has been authorised to give any
information or to make any representation concerning the Company or
the Open Offer Shares (other than as contained in the Circular)
and, if given or made, any such other information or representation
should not be relied upon as having been authorised by the Company
or WH Ireland;
(vi) represents and warrants to the Company, the Receiving Agent
and WH Ireland that he is the Qualifying Shareholder originally
entitled to the Basic Entitlement or that he received such Basic
Entitlement by virtue of a bona fide market claim;
(vii) represents and warrants to the Company, the Receiving
Agent and WH Ireland that, if the applicant received some or all of
their Basic Entitlement from a person other than the Company, the
applicant is entitled to apply under the Open Offer in relation to
such Open Offer Entitlements by virtue of a bona fide market
claim;
(viii) requests that the Open Offer Shares to which he will
become entitled be issued to him on the terms set out in the
Circular and the Application Form and be subject to the articles of
association of the Company;
(ix) represents and warrants to the Company, the Receiving Agent
and WH Ireland that he is not a person who by virtue of being
resident in or a citizen of any country outside the United Kingdom
is prevented by the law of any relevant jurisdiction from lawfully
applying for Open Offer Shares;
(x) represents and warrants to the Company, the Receiving Agent
and WH Ireland that he is not, nor is he applying on behalf of any
person who is, a citizen or resident, or which is a corporation,
partnership or other entity created or organised in or under any
laws, of any Restricted Jurisdiction or any jurisdiction in which
the application for Open Offer Shares is prevented by law and he is
not applying with a view to re-offering, re-selling, transferring
or delivering any of the Open Offer Shares which are the subject of
his application to, or for the benefit of, a person who is a
citizen or resident or which is a corporation, partnership or other
entity created or organised in or under any laws of any Restricted
Jurisdiction or any jurisdiction in which the application for Open
Offer Shares is prevented by law (except where proof satisfactory
to the Company has been provided to the Company that he is able to
accept the invitation by the Company free of any requirement which
it (in its absolute discretion) regards as unduly burdensome), nor
acting on behalf of any such person on a non-discretionary basis
nor such person otherwise prevented by legal or regulatory
restrictions from applying for Open Offer Shares under the Open
Offer;
(xi) acknowledges that the Open Offer Shares have not been offered to him by the Company, and
(xii) represents and warrants to the Company, the Receiving
Agent and WH Ireland that he is not, and nor is he applying as
nominee or agent for, a person who is or may be liable to notify
and account for tax under the Stamp Duty Reserve Tax Regulations
1986 at any of the increased rates referred to in Section 93
(depository receipts) or Section 96 (clearance services) of the
Finance Act 1986.
Further representations and warranties are contained in the
Application Form.
Should you need information with regard to these procedures,
please contact Share Registrars Limited, on 01252 821390 or, if
calling from outside the UK on +44(0)1252 821390, where relevant,
quoting the allotment number of your Application Form. Share
Registrars Limited cannot provide advice on the merits of the Open
Offer nor give any financial, legal or tax advice.
Qualifying Shareholders who do not wish to apply for the Open
Offer Shares under the Open Offer should take no action and should
not complete or return the Application Form.
4.2If you have your Basic Entitlement and Excess Open Offer
Entitlement credited to your stock account in CREST in respect of
your entitlement under the Open Offer
(a) General
Subject as provided in paragraph 7 of this Part II in relation
to certain Overseas Shareholders, each Qualifying CREST Shareholder
will receive a credit to his stock account in CREST of his Open
Offer Entitlements equal to the number of Open Offer Shares which
represents his Basic Entitlement. Fractions of Open Offer Shares
will not be allotted to Qualifying Shareholders in the Open Offer
and, where necessary, entitlements under the Open Offer will be
rounded down to the nearest whole number of Open Offer Shares.
The CREST stock account to be credited will be an account under
the participant ID and member account ID that apply to the Existing
Ordinary Shares held on the Record Date by the Qualifying CREST
Shareholder in respect of which the Basic Entitlement and Excess
Open Offer Entitlement have been allocated.
If for any reason the Basic Entitlements and/or Excess Open
Offer Entitlements cannot be admitted to CREST, or the stock
accounts of Qualifying CREST Shareholders cannot be credited, by
close of business on 12 July 2021, or such later time and/or date
as the Company may decide, an Application Form will be sent to each
Qualifying CREST Shareholder in substitution for the Basic
Entitlements and Excess Open Offer Entitlements which should have
been credited to his stock account in CREST. In these
circumstances, the expected timetable as set out in the Circular
will be adjusted as appropriate and the provisions of the Circular
applicable to Qualifying non-CREST Shareholders with Application
Forms will apply to Qualifying CREST Shareholders who receive such
Application Forms.
CREST members who wish to apply to subscribe for some or all of
their entitlements to Open Offer Shares should refer to the CREST
Manual for further information on the CREST procedures referred to
below. Should you need information with regard to these procedures,
please contact Share Registrars Limited on 01252 821390 or, if
calling from outside the UK on +44 (0)1252 821390. Share Registrars
Limited cannot provide advice on the merits of the Open Offer nor
give any financial, legal or tax advice.
If you are a CREST sponsored member you should consult your
CREST sponsor if you wish to apply for Open Offer Shares as only
your CREST sponsor will be able to take the necessary action to
make this application in CREST.
(b) Bona fide market claims
Each of the Basic Entitlement and the Excess Open Offer
Entitlement will constitute a separate security for the purposes of
CREST and will have a separate ISIN. Although Basic Entitlements
and the Excess Open Offer Entitlements will be admitted to CREST
and be enabled for settlement, applications in respect of Basic
Entitlements and the Excess Open Offer Entitlements may only be
made by the Qualifying Shareholder originally entitled or by a
person entitled by virtue of a bona fide market claim transaction.
Transactions identified by the CREST Claims Processing Unit as
"cum" the Basic Entitlement and the Excess Open Offer Entitlement
will generate an appropriate market claim transaction and the
relevant Basic Entitlement(s) and Excess Open Offer Entitlement(s)
will thereafter be transferred accordingly.
(c) Excess Application Facility
Subject to availability, a Qualifying Shareholder may apply to
subscribe for Excess Shares using the Excess Application Facility,
should they wish, provided they have agreed to take up their Basic
Entitlement in full. The Excess Application Facility enables the
relevant Qualifying CREST Shareholder to apply for Excess Shares in
excess of their Basic Entitlement up to an amount equal to the
total number of Open Offer Shares available under the Open Offer
less an amount equal to the relevant Qualifying CREST Shareholder's
Basic Entitlement.
An Excess Open Offer Entitlement may not be sold or otherwise
transferred. Subject as provided in paragraph 7 of this Part II in
relation to Overseas Shareholders, the CREST accounts of Qualifying
CREST Shareholders will be credited with an Excess Open Offer
Entitlement in order for any applications for Excess Shares to be
settled through CREST.
Qualifying CREST Shareholders should note that, although the
Basic Entitlements and the Excess Open Offer Entitlements will be
admitted to CREST, they will have limited settlement capabilities
(for the purposes of market claims only). Neither the Basic
Entitlements nor the Excess Open Offer Entitlements will be
tradable or listed and applications in respect of the Open Offer
may only be made by the Qualifying Shareholders originally entitled
or by a person entitled by virtue of a bona fide market claim.
To apply for Excess Shares pursuant to the Open Offer,
Qualifying CREST Shareholders should follow the instructions in
paragraphs 4.2(d) and (f) below and must not return a paper form
and cheque.
Should a transaction be identified by the CREST Claims
Processing Unit as "cum" the Basic Entitlement and the relevant
Basic Entitlement be transferred, the Excess Open Offer
Entitlements will not transfer with the Basic Entitlement claim,
but will be transferred as a separate claim. Should a Qualifying
CREST Shareholder cease to hold all of his Existing Ordinary Shares
as a result of one or more bona fide market claims, the Excess Open
Offer Entitlement credited to CREST and allocated to the relevant
Qualifying Shareholder will be transferred to the purchaser. Please
note that a separate USE instruction must be sent to Euroclear in
respect of any application under the Excess Application
Facility.
The total number of Open Offer Shares is fixed and will not be
increased in response to any applications under the Excess
Application Facility. Applications under the Excess Application
Facility will therefore only be satisfied to the extent that other
Qualifying Shareholders do not apply for their Basic Entitlements
in full. Applications under the Excess Application Facility shall
be allocated in such manner as the Directors may determine, in
their absolute discretion, and no assurance can be given that the
applications by the relevant Qualifying Shareholders will be met in
full or in part or at all. Excess monies in respect of applications
which are not met in full will be returned to the applicant (at the
applicant's risk) without interest as soon as practicable
thereafter by way of cheque or CREST payment, as appropriate.
(d) USE instructions
Qualifying CREST Shareholders who are CREST members and who want
to apply for Open Offer Shares in respect of all or some of their
Basic Entitlement and Excess Open Offer Entitlement in CREST must
send (or, if they are CREST sponsored members, procure that their
CREST sponsor sends) a USE instruction to Euroclear which, on its
settlement, will have the following effect:
(i) the crediting of a stock account of the Receiving Agent
under the participant ID and member account ID specified below,
with a number of Basic Entitlements and/or Excess Open Offer
Entitlements corresponding to the number of Open Offer Shares
applied for; and
(ii) the creation of a CREST payment, in accordance with the
CREST payment arrangements, in favour of the payment bank of the
Receiving Agent in respect of the amount specified in the USE
instruction which must be the full amount payable on application
for the number of Open Offer Shares referred to in paragraph 4.2
(d)(i) above.
(e) Content of USE instruction in respect of Basic Entitlements
The USE instruction must be properly authenticated in accordance
with Euroclear's specifications and must contain, in addition to
the other information that is required for settlement in CREST, the
following details:
(i) the number of Open Offer Shares for which application is
being made (and hence the number of the Basic Entitlement(s) being
delivered to Share Registrars Limited in its capacity as receiving
agent):
(ii) the ISIN of the Open Offer Basic Entitlement. This is GB00BP68J509;
(iii) the CREST participant ID of the accepting CREST member;
(iv) the CREST member account ID of the accepting CREST member
from which the Basic Entitlements are to be debited;
(v) the participant ID of Share Registrars Limited in its
capacity as receiving agent. This is 7RA36;
(vi) the member account ID of Share Registrars Limited in its
capacity as receiving agent is RECEIVE;
(vii) the amount payable by means of a CREST payment on
settlement of the USE instruction. This must be the full amount
payable on application for the number of Open Offer Shares referred
to in paragraph 4.2(e)(i) above;
(viii) the intended settlement date. This must be on or before 11.00 a.m. on 26 July 2021; and
(ix) the corporate action number for the Open Offer. This will
be available by viewing the relevant corporate action details in
CREST.
In order for an application under the Open Offer to be valid,
the USE instruction must comply with the requirements as to
authentication and contents set out above and must settle on or
before 11.00 a.m. on 26 July 2021.
In order to assist prompt settlement of the USE instruction,
CREST members (or their sponsors, where applicable) may consider
adding the following non-mandatory fields to the USE
instruction:
(i) a contact name and telephone number (in the free format shared note field); and
(ii) a priority of at least 80.
CREST members and, in the case of CREST sponsored members, their
CREST sponsors, should note that the last time at which a USE
instruction may settle on 26 July 2021 in order to be valid is
11.00 a.m. on that day.
In the event that Admission does not take place on 27 July 2021
or such later time and date as UKOG may determine (being no later
than 8.00 a.m. on 27 August 2021), the Open Offer will lapse, the
Open Offer Entitlements admitted to CREST will be disabled and
Share Registrars Limited will refund the amount paid by a
Qualifying CREST Shareholder by way of a CREST payment, without
interest, within 14 days thereafter. The interest earned on such
monies will be retained for the benefit of the Company.
(f) Content of USE instruction in respect of Excess Open Offer Entitlements
The USE instruction must be properly authenticated in accordance
with Euroclear specifications and must contain, in addition to the
other information that is required for settlement in CREST, the
following details:
(i) the number of Open Offer Shares for which the application is
being made (and hence the number of the Excess Open Offer
Entitlement(s) being delivered to Share Registrars Limited in its
capacity as receiving agent);
(ii) the ISIN of the Excess Open Offer Entitlement. This is GB00BP68J616;
(iii) the CREST participant ID of the accepting CREST member;
(iv) the CREST member account ID of the accepting CREST member
from which the Excess Open Offer Entitlements are to be
debited;
(v) the participant ID of Share Registrars Limited in its
capacity as receiving agent. This is 7RA36;
(vi) the member account ID of the Share Registrars Limited in
its capacity as receiving agent. This is RECEIVE;
(vii) the amount payable by means of a CREST payment on
settlement of the USE instruction. This must be the full amount
payable on application for the number of Open Offer Shares referred
to in paragraph 4.2(f)(i) above;
(viii) the intended settlement date. This must be on or before 11.00 a.m. on 26 July 2021; and
(ix) the corporate action number for the Open Offer. This will
be available by viewing the relevant corporate action details in
CREST.
In order for the application in respect of an Excess Open Offer
Entitlement under the Open Offer to be valid, the USE instruction
must comply with the requirements as to authentication and contents
set out above and must settle on or before 11.00 a.m. on 26 July
2021.
In order to assist prompt settlement of the USE instruction,
CREST members (or their sponsors, where applicable) may consider
adding the following non-mandatory fields to the USE
instruction:
(i) a contact name and telephone number (in the free format shared note field); and
(ii) a priority of at least 80.
CREST members and, in the case of CREST sponsored members, their
CREST sponsors, should note that the last time at which a USE
instruction may settle on 26 July 2021 in order to be valid is
11.00 am. on that day. Please note that automated CREST generated
claims and buyer protection will not be offered on the Excess Open
Offer Entitlement security.
In the event that Admission does not take place on 27 July 2021
or such later date as the Directors determine (being no later than
8.00 a.m. on 27 August 2021), the Open Offer will lapse, the Basic
Entitlements and Excess Open Offer Entitlements admitted to CREST
will be disabled and Share Registrars Limited will refund the
amount paid by a Qualifying CREST Shareholder by way of a CREST
payment, without interest, within 14 days thereafter. The interest
earned on such monies will be retained for the benefit of the
Company.
(g) Deposit of Open Offer Entitlements into, and withdrawal from, CREST
A Qualifying non-CREST Shareholder's entitlement under the Open
Offer as shown by his Basic Entitlement set out in his Application
Form may be deposited into CREST (either into the account of the
Qualifying Shareholder named in the Application Form or into the
file name of a person entitled by virtue of a bona fide market
claim). Similarly, Basic Entitlements and Excess Open Offer
Entitlements held in CREST may be withdrawn from CREST so that the
entitlement under the Open Offer and Excess Open Offer Entitlement
are reflected in an Application Form. Normal CREST procedures
(including timings) apply in relation to any such deposit or
withdrawal, subject (in the case of a deposit into CREST) as set
out in the Application Form.
A holder of an Application Form who is proposing to deposit the
entitlement set out in such form into CREST is recommended to
ensure that the deposit procedures are implemented in sufficient
time to enable the person holding or acquiring the Open Offer
Entitlements to apply under the Excess Application Facility
following their deposit into CREST to take all necessary steps in
connection with taking up the entitlement prior to 11.00 a.m. on 26
July 2021. After depositing their Basic Entitlements into their
CREST account, CREST holders will, shortly after that, receive a
credit for their Excess Open Offer Entitlement.
In particular, having regard to normal processing times in CREST
and on the part of Share Registrars Limited, the recommended latest
time for depositing an Application Form with the CREST Courier and
Sorting Service, where the person entitled wishes to hold the
entitlement under the Open Offer set out in such Application Form
as his Open Offer Entitlements in CREST, is 3.00 p.m. on 21 July
2021, and the recommended latest time for receipt by Euroclear of a
dematerialised instruction requesting withdrawal of Open Offer
Entitlements from CREST is 4.30 p.m. on 20 July 2021, in either
case so as to enable the person acquiring or (as appropriate)
holding the Open Offer Entitlements following the deposit or
withdrawal (whether as shown in an Application Form or held in
CREST) to take all necessary steps in connection with applying in
respect of the Open Offer Entitlements prior to 11.00 a.m. on 26
July 2021. CREST holders inputting the withdrawal of their Basic
Entitlements from their CREST account must ensure that they
withdraw both their Basic Entitlements and the Excess Open Offer
Entitlements.
Delivery of an Application Form with the CREST deposit form duly
completed whether in respect of a deposit into the account of the
Qualifying Shareholder named in the Application Form or into the
name of another person, shall constitute a representation and
warranty to the Company and Share Registrars Limited by the
relevant CREST member(s) that it/they is/are not in breach of the
provisions of the notes under the paragraph headed "Instructions
for depositing entitlements under the Open Offer into CREST" on
page 3 of the Application Form, and a declaration to Company and
Share Registrars Limited from the relevant CREST member(s) that
it/they is/are not citizen(s) or resident(s) of any Restricted
Jurisdiction and, where such deposit is made by a beneficiary of a
market claim, a representation and warranty that the relevant CREST
member(s) is/are entitled to apply under the Open Offer by virtue
of a bona fide market claim.
(h) Validity of application
A USE instruction complying with the requirements as to
authentication and contents set out above which settles by no later
than 11.00 a.m. on 26 July 2021 will constitute a valid application
under the Open Offer.
(i) CREST procedures and timings
CREST members and (where applicable) their CREST sponsors should
note that Euroclear does not make available special procedures, in
CREST, for any particular corporate action. Normal system timings
and limitations will therefore apply in relation to the input of a
USE instruction and its settlement in connection with the Open
Offer. It is the responsibility of the CREST member concerned to
take (or, if the CREST member is a CREST sponsored member to
procure that his CREST sponsor takes) such action as shall be
necessary to ensure that a valid application is made as stated
above by 11.00 a.m. on 26 July 2021. In connection with this, CREST
members and (where applicable) their CREST sponsors are referred in
particular to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
(j) Incorrect or incomplete applications
If a USE instruction includes a CREST payment for an incorrect
sum, UKOG, through Share Registrars Limited, reserves the
right:
(i) to reject the application in full and refund the payment to
the CREST member in question, without payment of interest;
(ii) in the case that an insufficient sum is paid, to treat the
application as a valid application for such lesser whole number of
Open Offer Shares as would be able to be applied for with that
payment at the Issue Price, refunding any unutilised sum to the
CREST member in question, without payment of interest; and
(iii) in the case that an excess sum is paid, to treat the
application as a valid application for all the Open Offer Shares
referred to in the USE instruction, refunding any unutilised sum to
the CREST member in question, without payment of interest.
(k) Effect of valid application
A CREST member who makes or is treated as making a valid
application in accordance with the above procedures thereby:
(i) agrees that all applications under the Open Offer and any
contracts or non-contractual obligations resulting therefrom, shall
be governed by and construed in accordance with the laws of
England;
(ii) represents and warrants to the Company, the Receiving Agent
and WH Ireland that he has the right, power and authority, and has
taken all action necessary, to make the application under the Open
Offer and to execute, deliver and exercise his rights, and perform
his obligations under any contracts resulting therefrom and that he
is not a person otherwise prevented by legal or regulatory
restrictions from applying for Open Offer Shares or acting on
behalf of any such person on a non-discretionary basis;
(iii) agrees to pay the amount payable on application in
accordance with the above procedures by means of a CREST payment in
accordance with the CREST payment arrangements (it being
acknowledged that the payment to Share Registrars Limited ' payment
bank in accordance with the CREST payment arrangements shall, to
the extent of the payment, discharge in full the obligation of the
CREST member to pay to the Company the amount payable on
application);
(iv) confirms that, in making the application, the applicant is
not relying on any information or representation other than that
contained in the Circular, and the applicant accordingly agrees
that no person responsible solely or jointly for the Circular or
any part thereof, or involved in the preparation thereof, shall
have any liability for any such information or representation not
so contained herein and further agrees that, having had the
opportunity to read the Circular, the applicant will be deemed to
have had notice of all information in relation to the Company
contained in the Circular (including information incorporated by
reference);
(v) confirms that, in making the application, he is not relying
and has not relied on WH Ireland or any other person affiliated
with WH Ireland in connection with any investigation of the
accuracy of any information contained in the Circular or his
investment decision;
(vi) confirms that no person has been authorised to give any
information or to make any representation concerning the Company or
the Open Offer Shares (other than as contained in the Circular)
and, if given or made, any such other information or representation
should not be relied upon as having been authorised by the Company
or WH Ireland;
(vii) represents and warrants to the Company, the Receiving
Agent and WH Ireland that he is the Qualifying Shareholder
originally entitled to the Basic Entitlement and Excess Open Offer
Entitlement or that he received such Basic Entitlement and Excess
Open Offer Entitlement by virtue of a bona fide market claim;
(viii) represents and warrants to the Company, the Receiving
Agent and WH Ireland that, if the applicant received some or all of
their Basic Entitlement and Excess Open Offer Entitlement from a
person other than the Company, the applicant is entitled to apply
under the Open Offer in relation to such Open Offer Entitlements by
virtue of a bona fide market claim;
(ix) requests that the Open Offer Shares to which he will become
entitled be issued to him on the terms set out in the Circular and
subject to the articles of association of the Company;
(x) represents and warrants to the Company, the Receiving Agent
and WH Ireland that he is not a person who by virtue of being
resident in or a citizen of any country outside the United Kingdom
is prevented by the law of any relevant jurisdiction from lawfully
applying for Open Offer Shares;
(xi) represents and warrants to the Company, the Receiving Agent
and WH Ireland that he is not, nor is he applying on behalf of any
person who is, a citizen or resident, or which is a corporation,
partnership or other entity created or organised in or under any
laws, of any Restricted Jurisdiction or any jurisdiction in which
the application for Open Offer Shares is prevented by law and he is
not applying with a view to re-offering, re-selling, transferring
or delivering any of the Open Offer Shares which are the subject of
his application to, or for the benefit of, a person who is a
citizen or resident or which is a corporation, partnership or other
entity created or organised in or under any laws of any Restricted
Jurisdiction or any jurisdiction in which the application for Open
Offer Shares is prevented by law (except where proof satisfactory
to the Company has been provided to the Company that he is able to
accept the invitation by the Company free of any requirement which
it (in its absolute discretion) regards as unduly burdensome), nor
acting on behalf of any such person on a non-discretionary basis
nor such person otherwise prevented by legal or regulatory
restrictions from applying for Open Offer Shares under the Open
Offer;
(xii) acknowledges that the Open Offer Shares have not been
offered to him by the Company, WH Ireland or any of their
affiliates by means of any: (a) "directed selling efforts" as
defined in Regulation S under the Securities Act or (b) "general
solicitation" or "general advertising" as defined in Regulation D
under the Securities Act; and
(xiii) represents and warrants to the Company, the Receiving
Agent and WH Ireland that he is not, and nor is he applying as
nominee or agent for, a person who is or may be liable to notify
and account for tax under the Stamp Duty Reserve Tax Regulations
1986 at any of the increased rates referred to in Section 93
(depository receipts) or Section 96 (clearance services) of the
Finance Act 1986.
(l) Company's discretion as to the rejection and validity of applications
The Company may in its sole and absolute discretion:
(i) treat as valid (and binding on the CREST member concerned)
an application which does not comply in all respects with the
requirements as to validity set out or referred to in this Part
II;
(ii) accept an alternative properly authenticated dematerialised
instruction from a CREST member or (where applicable) a CREST
sponsor as constituting a valid application in substitution for or
in addition to a USE instruction and subject to such further terms
and conditions as the Company may determine;
(iii) treat a properly authenticated dematerialised instruction
(in this sub-paragraph the "first instruction") as not constituting
a valid application if, at the time at which Share Registrars
Limited receives a properly authenticated dematerialised
instruction giving details of the first instruction or thereafter,
either the Company or Share Registrars Limited have received actual
notice from Euroclear of any of the matters specified in Regulation
35(5)(a) of the CREST Regulations in relation to the first
instruction. These matters include notice that any information
contained in the first instruction was incorrect or notice of lack
of authority to send the first instruction; and
(iv) accept an alternative instruction or notification from a
CREST member or CREST sponsored member or (where applicable) a
CREST sponsor, or extend the time for settlement of a USE
instruction or any alternative instruction or notification, in the
event that, for reasons or due to circumstances outside the control
of any CREST member or CREST sponsored member or (where applicable)
CREST sponsor, the CREST member or CREST sponsored member is unable
validly to apply for Open Offer Shares by means of the above
procedures. In normal circumstances, this discretion is only likely
to be exercised in the event of any interruption, failure or
breakdown of CREST (or any part of CREST) or on the part of the
facilities and/or systems operated by Share Registrars Limited in
connection with CREST.
5. Money Laundering Regulations
5.1 Holders of Application Forms
It is a term of the Open Offer that, to ensure compliance with
the Money Laundering Regulations, the money laundering provisions
of the Criminal Justice Act 1993, Part VIII of FSMA and the
Proceeds of Crime Act 2002 (together with other guidance and source
books produced in relation to financial sector firms), Share
Registrars Limited may at its absolute discretion require
verification of identity from any person lodging an Application
Form (the "applicant") including, without limitation, any applicant
who: (i) tenders payment by way of cheque or banker's draft drawn
on an account in the name of a person or persons other than the
applicant; or (ii) appears to Share Registrars Limited to be acting
on behalf of some other person. In the former case, verification of
the identity of the applicant may be required. In the latter case,
verification of the identity of any person on whose behalf the
applicant appears to be acting may be required.
If the Application Form is submitted by a UK regulated broker or
intermediary acting as agent and which is itself subject to the
Money Laundering Regulations, any verification of identity
requirements are the responsibility of such broker or intermediary
and not of the Receiving Agent. In such case, the lodging agent's
stamp should be inserted on the Application Form. The person
lodging the Application Form with payment and in accordance with
the other terms as described above (the "acceptor"), including any
person who appears to the Receiving Agent to be acting on behalf of
some other person, accepts the Open Offer in respect of such number
of Open Offer Shares as is referred to therein (for the purposes of
this paragraph 5, the "relevant Open Offer Shares") and shall
thereby be deemed to agree to provide the Receiving Agent with such
information and other evidence as the Receiving Agent may require
to satisfy the verification of identity requirements.
If the Receiving Agent determines that the verification of
identity requirements apply to any acceptor or application, the
relevant Open Offer Shares (notwithstanding any other term of the
Open Offer) will not be issued to the relevant acceptor unless and
until the verification of identity requirements have been satisfied
in respect of that acceptor or application. The Receiving Agent is
entitled, in its absolute discretion, to determine whether the
verification of identity requirements apply to any acceptor or
application and whether such requirements have been satisfied, and
neither the Receiving Agent nor the Company will be liable to any
person for any loss or damage suffered or incurred (or alleged),
directly or indirectly, as a result of the exercise of such
discretion.
If the verification of identity requirements apply, failure to
provide the necessary evidence of identity and address within a
reasonable time may result in delays in the despatch of share
certificates or in crediting CREST accounts. If, within a
reasonable time following a request for verification of identity,
the Receiving Agent has not received evidence satisfactory to it as
aforesaid, the Company may, in its absolute discretion, treat the
relevant application as invalid, in which event the monies payable
on acceptance of the Open Offer will be returned (at the acceptor's
risk) without interest to the account of the bank or building
society on which the relevant cheque or banker's draft was
drawn.
Submission of an Application Form with the appropriate
remittance will constitute a warranty to each of the Receiving
Agent, the Company and WH Ireland from the applicant that the Money
Laundering Regulations will not be breached by the application of
such remittance.
5.2 Basic Entitlements and Excess Open Offer Entitlements in CREST
If you hold your Basic Entitlement and Excess Open Offer
Entitlement in CREST and apply for Open Offer Shares in respect of
all or some of your Basic Entitlement and Excess Open Offer
Entitlement as agent for one or more persons and you are not a UK
or EU regulated person or institution (e.g. a UK financial
institution), then, irrespective of the value of the application,
the Receiving Agent is obliged to take reasonable measures to
establish the identity of the person or persons on whose behalf you
are making the application. You must therefore contact the
Receiving Agent before sending any USE instruction or other
instruction so that appropriate measures may be taken.
Submission of a USE instruction which on its settlement
constitutes a valid application as described above constitutes a
warranty and undertaking by the applicant to provide promptly to
the Receiving Agent such information as may be specified by the
Receiving Agent as being required for the purposes of the Money
Laundering Regulations. Pending the provision of evidence
satisfactory to the Receiving Agent as to identity, the Receiving
Agent may in its absolute discretion take, or omit to take, such
action as it may determine to prevent or delay issue of the Open
Offer Shares concerned. If satisfactory evidence of identity has
not been provided within a reasonable time, then the application
for the Open Offer Shares represented by the USE instruction will
not be valid. This is without prejudice to the right of the Company
to take proceedings to recover any loss suffered by it as a result
of failure to provide satisfactory evidence as to the identity of
the person or persons on whose behalf the application is made.
6. No public offering outside the United Kingdom
The Company has not taken or will take any action in any
jurisdiction that would permit a public offering of Ordinary Shares
or distribution of the Circular (or any other offering or publicity
materials or application form(s) relating to the Open Offer Shares)
in any jurisdiction where action for that purpose may be required,
other than in the United Kingdom.
7. Overseas Shareholders
7.1 General
THE OFFER OF OPEN OFFER SHARES TO PERSONS RESIDENT IN, OR WHO
ARE CITIZENS OF, COUNTRIES OTHER THAN THE UNITED KINGDOM MAY BE
AFFECTED BY THE LAW OR REGULATORY REQUIREMENTS OF THE RELEVANT
JURISDICTION. IT IS THE RESPONSIBILITY OF ALL PERSONS (INCLUDING,
WITHOUT LIMITATION, NOMINEES AND TRUSTEES) OUTSIDE THE UNITED
KINGDOM WHO WISH TO APPLY FOR OPEN OFFER SHARES TO SATISFY
THEMSELVES AS TO FULL OBSERVANCE OF THE LAWS AND REGULATORY
REQUIREMENTS OF THE RELEVANT TERRITORY IN CONNECTION THEREWITH,
INCLUDING OBTAINING ALL NECESSARY GOVERNMENTAL OR OTHER CONSENTS,
COMPLYING WITH ANY OTHER RELEVANT FORMALITIES AND PAYING ANY ISSUE,
TRANSFER OR OTHER TAXES DUE IN SUCH TERRITORIES.
Overseas Shareholders who are in any doubt as to whether they
require any governmental or other consents or need to observe any
other formalities to enable them to accept and apply for their
entitlement to Open Offer Shares should consult their own
professional advisers.
Subject to certain exceptions, Application Forms will not be
sent to Overseas Shareholders, nor will Open Offer Entitlements be
credited to a stock account of Overseas Shareholders, who are in
the United States or any Restricted Jurisdiction or to US persons
except that Application Forms may be sent to, or Open Offer
Entitlements may be credited to the stock account in CREST of,
certain of these Overseas Shareholders if they can prove to the
satisfaction of the Company that such action would not result in a
contravention of any applicable legal or regulatory
requirements.
Receipt of the Circular and/or an Application Form or the
crediting of Open Offer Entitlements to a stock account in CREST
will not constitute an offer in those jurisdictions in which it
would be illegal to make such an offer and, in those circumstances,
the Circular and/or an Application Form will be deemed to have been
sent for information only and should not be copied or
redistributed.
Accordingly, persons receiving a copy of the Circular and/or an
Application Form and/or receiving a credit of Open Offer
Entitlements to a stock account in CREST should not, in connection
with the Open Offer, distribute or send the Application Form or
transfer the Open Offer Entitlements to any person in or into any
jurisdiction where to do so would or might contravene local
securities laws or regulations. If an Application Form or a credit
of Open Offer Entitlements to a stock account in CREST is received
by any person in any such territory, or by his/her agent or
nominee, he/she must not seek to apply for his/her entitlement to
Open Offer Shares under the Open Offer except under an express
written agreement between him/her and the Company. Any person who
does forward the Circular and/or an Application Form or transfer
the Open Offer Entitlements into any such territories (whether
under a contractual or legal obligation or otherwise) should draw
the recipient's attention to the contents of this paragraph 7.
The comments set out in this paragraph 7 are intended as a
general guide only and any Qualifying Shareholder who is in doubt
as to his/her ability to accept the offer of Open Offer Shares
should consult his/her professional adviser immediately.
None of the Company or WH Ireland nor any of their respective
representatives is making any representation to any offeree or
purchaser of Open Offer Shares regarding the legality of an
investment in the Open Offer Shares by such offeree or purchaser
under the laws applicable to such offeree or purchaser.
The Company reserves the right to treat as invalid any
acceptance or purported acceptance of the offer of Open Offer
Shares which appears to the Company or its agents to have been
executed, effected or despatched in a manner which may involve a
breach of the legislation of any jurisdiction or if it believes, or
its agents believe, that the same may violate applicable legal or
regulatory requirements or if a Qualifying Shareholder, in the case
of an application or an Application Form, provides an address for
delivery of share certificates for Open Offer Shares in any
jurisdiction outside the United Kingdom in which it would be
unlawful to deliver such share certificates.
Notwithstanding any other provision of the Circular or the
Application Form, the Company reserves the right to permit any
Qualifying Shareholder to apply for his/her entitlement to Open
Offer Shares under the Open Offer if the Company in its sole and
absolute discretion is satisfied that the transaction in question
is exempt from or not subject to the legislation or regulations
giving rise to the restrictions in question or would not result in
the contravention of any applicable legal or regulatory
requirements.
Those Shareholders who wish, and are permitted, to subscribe for
Open Offer Shares should note that payments must be made as
described in paragraph 4 above of this Part II.
7.2 United States of America
The Open Offer Shares have not been and will not be registered
under the Securities Act and, subject to certain exceptions, may
not be directly or indirectly offered, sold, taken up, delivered or
transferred in or into the United States or to, or for the account
or benefit of, a US person.
The Circular does not constitute an offer for, or an invitation
to apply for, or an offer or invitation to purchase or subscribe
for, Open Offer Shares and Application Forms are not being sent to,
and no Open Offer Entitlements will be credited to a stock account
in CREST of, and applications will not be accepted from, any
Shareholder or other person with a registered address in the United
States, unless otherwise determined by the Company in its sole and
absolute discretion and effected in a lawful manner.
Subject to certain exceptions, envelopes containing Application
Forms should not be postmarked or otherwise despatched from the
United States. Application Forms which appear to the Company to
have been sent from or which are postmarked in the United States
may be deemed to be invalid and the Company will not be bound to
authorise the delivery of any Open Offer Shares in the United
States or to any person who provides an address in the United
States for receipt of Open Offer Shares or who fails to make the
representations and warranties set out in the Application Form and
in paragraph 7.5 below to the effect that such person is not in the
United States and is not acting for the account or benefit of a US
person.
Until 40 days after the commencement of the Open Offer, an offer
or sale of Open Offer Shares within the United States by a dealer
that is not participating in the Open Offer may violate the
registration requirements of the Securities Act.
Subject to certain exceptions, the Open Offer Shares will be
distributed, offered or sold, as the case may be, outside the
United States in offshore transactions within the meaning of, and
in accordance with, Regulation S under the Securities Act.
Each person to which the Open Offer Shares are distributed,
offered or sold outside the United States will be deemed by its
subscription for the Open Offer Shares to have represented and
agreed, on its behalf and on behalf of any investor accounts for
which it is subscribing the Open Offer Shares, as the case may be,
that:
(i) it is acquiring the Open Offer Shares from the Company in an
"offshore transaction" as defined in Regulation S under the
Securities Act; and
(ii) the Open Offer Shares have not been offered to it by the
Company or WH Ireland by means of any "directed selling efforts" as
defined in Regulation S under the Securities Act.
Each subscriber acknowledges that the Company and WH Ireland
will rely upon the truth and accuracy of the foregoing
representations and agreements, and agrees that if any of the
representations and agreements deemed to have been made by such
subscriber by its subscription for the Open Offer Shares, as the
case may be, are no longer accurate, it shall promptly notify the
Company and WH Ireland. If such subscriber is subscribing for the
Open Offer Shares as a fiduciary or agent for one or more investor
accounts, each subscriber represents that it has sole investment
discretion with respect to each such account and full power to make
the foregoing representations and agreements on behalf of each such
account.
Each subscriber acknowledges that it will not resell the Open
Offer Shares without registration or an available exemption or
safeharbour from registration under the Securities Act.
7.3 Overseas territories
Due to restrictions under the securities laws of the United
States and the Restricted Jurisdictions no Application Forms in
relation to the Open Offer will be sent to Qualifying Shareholders
who have registered addresses, or are resident or located, in the
United States or any of the Restricted Jurisdictions. Similarly,
Open Offer Entitlements will not be credited to the CREST accounts
of Qualifying Shareholders who have registered addresses, or are
resident or located in the United States or any of the Restricted
Jurisdictions. Qualifying Shareholders who have a registered
address, or are resident or located, in the United States or any of
the Restricted Jurisdictions will not be entitled to take up rights
under the Open Offer unless the Company is satisfied that such
action would not result in the contravention of any registration or
other legal or regulatory requirement in any jurisdiction. No offer
of Open Offer Shares is being made by virtue of the Circular or the
Application Forms into the United States or any Restricted
Jurisdiction.
The notice in the London Gazette referred to in paragraph 7.4
below will state where a copy of the Circular and the Application
Form may be inspected or obtained. Any person in the United States
or a Restricted Jurisdiction who obtains a copy of an Application
Form is required to disregard it, except with the express consent
of the Company.
Application Forms will be posted to all Overseas Shareholders
who are Qualifying non-CREST Shareholders other than, subject to
certain exceptions, Qualifying Shareholders who have a registered
address, or are resident or located in the United States or any of
the Restricted Jurisdiction, and Open Offer Entitlements will be
credited to the CREST accounts of all Overseas Shareholders who are
Qualifying Shareholders other than, subject to certain exceptions,
Qualifying Shareholders who have registered addresses, or are
resident or located, in the United States or any of the Restricted
Jurisdictions. Such Overseas Shareholders may, subject to the laws
of the relevant jurisdictions, accept their rights under the Open
Offer in accordance with the instructions set out in the Circular
and, if relevant, the Application Form.
Qualifying Shareholders who have registered addresses in or who
are located in or who are citizens of, all countries other than the
United Kingdom should consult their professional advisers as to
whether they require any governmental or other consents or need to
observe any formalities to enable them to take up their rights
under the Open Offer.
7.4 Representations and warranties relating to Overseas
Shareholders
(a) Qualifying non-CREST Shareholders
Any person completing and returning an Application Form or
requesting registration of the Open Offer Shares comprised therein
represents and warrants to the Company, WH Ireland and the
Registrars that, except where proof has been provided to the
Company's satisfaction that such person's use of the Application
Form will not result in the contravention of any applicable legal
requirements in any jurisdiction: (i) such person is not requesting
registration of the relevant Open Offer Shares from within the
United States or any Restricted Jurisdiction; (ii) such person is
not in any territory in which it is unlawful to make or accept an
offer to acquire Open Offer Shares or to use the Application Form
in any manner in which such person has used or will use it; (iii)
such person is not acting on a non- discretionary basis for a
person located within the United States or any Restricted
Jurisdiction or any territory referred to in (ii) above at the time
the instruction to accept was given; and (iv) such person is not
acquiring Open Offer Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any
such Open Offer Shares into any of the above territories. The
Company and/or Share Registrars Limited may treat as invalid any
acceptance or purported acceptance of the allotment of Open Offer
Shares comprised in an Application Form if it: (i) appears to the
Company or its agents to have been executed, effected or dispatched
from the United States or a Restricted Jurisdiction or in a manner
that may involve a breach of the laws or regulations of any
jurisdiction or if the Company or its agents believe that the same
may violate applicable legal or regulatory requirements; or (ii)
provides an address in a Restricted Jurisdiction for delivery of
the share certificates of Open Offer Shares (or any other
jurisdiction outside the United Kingdom in which it would be
unlawful to deliver such share certificates); or (iii) purports to
exclude the representation and warranty required by this
sub-paragraph 7.5(a).
(b) Qualifying CREST Shareholders
A CREST member or CREST sponsored member who makes a valid
acceptance in accordance with the procedures set out in this Part
II represents and warrants to the Company and WH Ireland that,
except where proof has been provided to the Company's satisfaction
that such person's acceptance will not result in the contravention
of any applicable legal requirement in any jurisdiction: (i)
neither it nor its client is within any Restricted Jurisdiction;
(ii) neither it nor its client is in any territory in which it is
unlawful to make or accept an offer to acquire Open Offer Shares;
(iii) it is not accepting on a non- discretionary basis for a
person located within any Restricted Jurisdiction or any territory
referred to in
(ii) above at the time the instruction to accept was given; and
(iv) neither it nor its client is acquiring any Open Offer Shares
with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any such Open Offer Shares
into any of the above territories.
7.5 Waiver
The provisions of this paragraph 7 and of any other terms of the
Open Offer relating to Overseas Shareholders (whether in the
Circular or the Application Form, if relevant) may be waived,
varied or modified as regards specific Shareholders or on a general
basis by the Company, in its absolute discretion. Subject to this,
the provisions of this paragraph 7 supersede any terms of the Open
Offer inconsistent herewith. References in this paragraph 7 to
Shareholders shall include references to the person or persons
executing an Application Form and, in the event of more than one
person executing an Application Form, the provisions of this
paragraph 7 shall apply to them jointly and to each of them.
8 Admission, settlement and dealings and publication
The result of the Open Offer is expected to be announced on 26
July 2021. Application will be made to the London Stock Exchange
for the Open Offer Shares to be admitted to trading on AIM. It is
expected that, subject to the Open Offer becoming unconditional in
all respects, Admission will become effective and that dealings in
the Open Offer Shares will commence on 27 July 2021. The earliest
date for settlement of such dealings will be 27 July 2021. The
Existing Ordinary Shares are already admitted to CREST and the Open
Offer Shares to be admitted to CREST in due course. All such
shares, when issued and fully paid, may be held and transferred by
means of CREST.
The conditions to admission to CREST having already been met,
the Open Offer Shares are expected to be admitted to CREST with
effect from 27 July 2021. Basic Entitlements and Excess Open Offer
Entitlements held in CREST are expected to be disabled in all
respects after 11.00 a.m. on 26 July 2021 (being the latest
practicable date for applications under the Open Offer). Open Offer
Shares will be issued in uncertificated form to those persons who
submitted a valid application for Open Offer Shares by utilising
the CREST application procedures and whose applications have been
accepted by the Company on the day on which such conditions are
satisfied (expected to be 26 July 2021). On this day, Share
Registrars Limited will instruct Euroclear to credit the
appropriate stock accounts of such persons with such persons'
entitlements to Open Offer Shares with effect from Admission
(expected to be 27 July 2021). The stock accounts to be credited
will be accounts under the same CREST participant IDs and CREST
member account IDs in respect of which the USE instruction was
given.
Notwithstanding any other provision of the Circular, the Company
reserves the right to send Qualifying CREST Shareholders an
Application Form instead of crediting the relevant stock account
with Open Offer Entitlements, and to allot and/or to issue any Open
Offer Shares in certificated form. In normal circumstances, this
right is only likely to be exercised in the event of any
interruption, failure or breakdown of CREST (or any part of CREST),
or on the part of the facilities and/or systems operated by Share
Registrars Limited in connection with CREST. This right may also be
exercised if the correct details (such as participant ID and member
account ID details) are not provided as requested on the
Application Form.
For Qualifying non-CREST Shareholders who have applied by using
an Application Form, share certificates for the Open Offer Shares
validly applied for are expected to be despatched by post within 14
days of Admission. No temporary documents of title will be issued.
Pending despatch of definitive share certificates, transfers of the
Open Offer Shares by Qualifying non-CREST Shareholders will be
certified against the register of members of the Company. All
documents or remittances sent by or to an applicant (or his agent
as appropriate) will (in the latter case) be sent through the post
and will (in both cases) be at the risk of the applicant.
Qualifying CREST Shareholders should note that they will be sent no
confirmation of the credit of the Open Offer Shares to their CREST
stock account nor any other written communication by the Company in
respect of the issue of the Open Offer Shares.
The result of the Open Offer will be announced and made public
through an announcement to an RIS as soon as reasonably
practicable.
9 Share option schemes
Since the Open Offer is only being made to Qualifying
Shareholders in accordance with the Act, the Open Offer is not
being extended to the holders of options under the Company's share
option schemes.
10 Times and dates
The Company shall, in its absolute discretion, and after
consultation with its financial and legal advisers, be entitled to
amend the dates on which Application Forms are despatched or amend
or extend the latest date for acceptance under the Open Offer and
all related dates set out in the Circular and in such circumstances
shall make an announcement to an RIS. If a supplementary circular
is published by the Company two or fewer Business Days prior to the
latest time and date for acceptance and payment in full under the
Open Offer specified in the Circular, the latest date for
acceptance under the Open Offer shall be extended to the date that
is at least three Business Days after the date of publication of
the supplementary circular (and the dates and times of principal
events due to take place following such date shall be extended
accordingly).
11 FSMA and Prospectus Rules
As the maximum total consideration payable under the Open Offer
is limited to an amount in Sterling which is less than EUR8
million, the Open Offer falls within the exemption set out in
section 86(1)(e) of FSMA and accordingly no prospectus will be
prepared in relation to the Open Offer.
12 Governing law and jurisdiction
The terms and conditions of the Open Offer as set out in the
Circular, the Application Form and any non- contractual obligation
related thereto shall be governed by, and construed in accordance
with, the laws of England. The courts of England are to have
exclusive jurisdiction to settle any dispute which may arise out of
or in connection with the Open Offer, the Circular or the
Application Form including, without limitation, disputes relating
to any non-contractual obligations arising out of or in connection
with the Open Offer, the Circular or the Application Form. By
taking up Open Offer Shares under the Open Offer in accordance with
the instructions set out in the Circular and, where applicable, the
Application Form, Qualifying Shareholders irrevocably submit to the
jurisdiction of the courts of England and waive any objection to
proceedings in any such court on the ground of venue or on the
ground that proceedings have been brought in an inconvenient
forum.
13 Further information
Your attention is drawn to the terms, conditions and other
information printed on any Application Form.
This information is provided by RNS, the news service of the
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END
MSCQKLBBFDLLBBQ
(END) Dow Jones Newswires
July 09, 2021 02:29 ET (06:29 GMT)
Grafico Azioni Uk Oil & Gas (LSE:UKOG)
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