TIDMVOG
RNS Number : 9973R
Victoria Oil & Gas PLC
06 March 2019
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF VICTORIA OIL & GAS PLC IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
6 March 2019
Victoria Oil & Gas Plc
("VOG" or the "Company")
Subscription and Placing to raise up to approximately
GBP12.6 million and Proposed Board Changes
Victoria Oil & Gas Plc, the integrated natural gas producing
utility company in Cameroon, is pleased to announce a GBP12.6
million (c.US$16.5 million) equity fundraise.
Highlights:
-- Binding conditional direct share subscription by YF Finance Limited to raise GBP6.5 million
-- Proposed Placing to raise up to GBP6.1 million
-- Fundraising to be conducted at an issue price of 13 pence per share
-- The Placing is being conducted by way of an accelerated book
build process which will open with immediate effect following this
announcement
-- On completion of the Fundraising, Kevin Foo will retire as Director and Executive Chairman
-- Roger Kennedy, currently Senior Non-Executive Director, will
assume the role of Executive Chairman
-- Two additional independent non-executive directors will be appointed to the Board
Fundraising Details:
The Company has entered into a conditional agreement for a
subscription of 50,000,000 new Ordinary Shares, at an issue price
of 13 pence per share (the "Issue Price"), by YF Finance Limited
("YF Finance" or the "Subscriber") to raise GBP6.5 million, before
expenses (the "Subscription"). YF Finance is the Company's largest
shareholder and is currently interested in 11,085,239 ordinary
shares, representing approximately 7.37 per cent. of the Company's
existing issued share capital. YF Finance is wholly owned by Mr
Askar Alshinbayev and has investments in several other
international oil & gas companies.
In addition, the Company is seeking to raise an additional
GBP6.1 million, before expenses, by way of a proposed placing to
certain new and existing institutional and sophisticated investors
via its joint brokers, Shore Capital Stockbrokers Limited ("Shore
Capital") and FirstEnergy Capital LLP ("GMP FirstEnergy"), at the
Issue Price (the "Placing"). The maximum targeted amount for the
fundraising, comprising the Subscription and the Placing, is
approximately GBP12.6 million (approximately US$16.5 million) (the
"Fundraising"). The Subscription is not conditional on any minimum
amount being raised in the Placing.
The Placing is being conducted as an accelerated book build
process which will open with immediate effect following this
announcement.
The Fundraising is subject to the requisite shareholder approval
and, accordingly, the issue of the New Ordinary Shares is
conditional on, inter alia, the passing of certain resolutions by
Shareholders (the "Resolutions") at a duly convened general meeting
of the Company (the "General Meeting"), notice of which, together
with full details of the Fundraising, will be set out in the
circular to be posted to Shareholders shortly.
Ahmet Dik, CEO of VOG, commented:
"This morning's announcement to raise up to GBP12.6 million in
conjunction with the proposed Board changes is a new beginning for
VOG. The Fundraising will strengthen the Company's financial
position and provide the necessary support for the new Board and
Senior Management to take the Company to the next level. Given the
gas demand in the industrial city of Douala Cameroon, and the
Company's strategic position of being the only onshore gas supplier
and operator of the gas pipeline network, the Company can now look
to develop its Matanda project and optimise its Logbaba operations
with a view to becoming cashflow positive in the near term.
"Finally, a reduction of director salaries, which I welcome, is
evidence of the new Board's focus to drive the Company to ensure
Shareholder returns."
Background to and reasons for the Fundraising
The Fundraising serves to demonstrate the strong financial
support and interest in the Company's activities from the
Subscriber and other new and existing institutional shareholders
and recognises both the achievements to date of the Company's
business model as well as the changes required to ensure that the
business can maximise its full growth potential and value creation
for all Shareholders.
The period from December 2017 to December 2018 was particularly
challenging for the Company. Following completion of an expensive
drilling programme in December 2017, the Company experienced the
non-renewal on 1 January 2018 of a key gas sales agreement with
Eneo Cameroon S.A. ("ENEO"), its major grid-power customer.
Consequently, with significantly reduced revenues in 2018, the
Company immediately took steps to reduce its operating costs and
restructure certain bank debt obligations.
On 22 December 2018, the Company announced an agreement, subject
to documentation, with ENEO to resume gas supply for a period of
three years to the Logbaba 30MW Power Station on a take or pay
basis with a minimum load of 80 per cent., thereby securing
significant revenues. The Company welcomes the resumption of its
gas supply to ENEO, which will add significant revenues to the
Company from January 2019; however, the Company requires an
injection of new equity to satisfy its working capital requirements
and planned capital expenditure on its projects.
Reflecting the support from the Subscriber and new and existing
Shareholders, the Company will continue to cut costs in its London
and Cameroon operations. This includes a reduction of 41% in the
cash cost of salaries of directors, comprising a 33% reduction in
the CEO's salary and a 50% reduction of the Executive Chairman's
salary. To further align the interests of the Directors with
Shareholders, it is proposed, subject to Board approval, to grant
options to Directors and senior management over a number of
Ordinary Shares equivalent to 6% of the enlarged issued capital of
the Company with an exercise price of 14p and exercise period of 5
years.
The changes to the Board will rejuvenate and energise the
management team, paving the way for the Company to achieve its
targets with a view to providing positive returns to Shareholders.
The Company will use the proceeds of the Fundraising to continue to
invest in its Logbaba and Matanda projects in Cameroon with a focus
on connecting new customers; to execute the cost reduction plans;
to re-pay certain debt and outstanding creditors obligations; and
to improve the Group's general working capital (see "Use of
Proceeds" section below)
By way of a financial update, the Company notes:
-- Unaudited net revenue for 2018 was US$10.6 million (2017:
US$23.5 million), reflecting the loss of revenue from the Company's
grid-power business.
-- Unaudited cash and cash equivalents as at 31 December 2018
were US$3.6 million (2017: US$11.5 million).
-- Trade receivables were US$2.7 million (2017: US$6.2 million)
and trade payables were US$5.5 million (2017: US$8.8 million).
-- Total borrowings were US$20.9 million (2017: US$24.5 million).
-- Net debt was US$17.3 million (2017: US$13.1 million).
Use of Proceeds
The net proceeds of the Fundraising will enable the Company
to:
-- maintain and expand its existing operations in Cameroon, with
a focus on securing new customers and increasing revenue;
-- complete Well LA 108 at Logbaba and fund the ongoing
development of the Matanda project, a key focus for the
Company;
-- continue to implement its cost reduction programme in both
the London and Cameroon operations;
-- restructure and reduce the Group's existing bank and trade indebtedness; and
-- fund its working capital requirements.
Additional information on the Fundraising is set out below.
Attention is also drawn to the section headed 'Important Notice'
and to the Appendix to this Announcement containing, inter alia,
the terms and conditions of the Placing (representing important
information for Placees only). The final number of Placing Shares
to be issued in connection with the Placing will be determined by
GMP FirstEnergy and Shore Capital at the close of the book build
process, and the results of the Placing will be announced as soon
as practicable thereafter. The timing of the closing of the book,
pricing and allocations is at the absolute discretion of the
Company, GMP FirstEnergy and Shore Capital.
For further information, please visit www.victoriaoilandgas.com
or contact:
Victoria Oil & Gas Plc
Ahmet Dik - Chief Executive Officer Tel: +44 (0) 20 7921
8820
Andrew Diamond - Finance Director
Strand Hanson Limited (Nominated & Financial Adviser)
Rory Murphy / Ritchie Balmer / Jack Botros Tel: +44 (0) 20 7409
3494
Shore Capital Stockbrokers Limited (Joint Broker)
Mark Percy / Toby Gibbs (corporate finance) Tel: +44 (0) 207 408
4090
Jerry Keen (corporate broking)
GMP FirstEnergy (Joint Broker)
Jonathan Wright / Hugh Sanderson Tel: +44 (0) 207 448 0200
Camarco (Financial PR)
Billy Clegg Tel: +44 (0) 203 757 4983
Nick Hennis Tel: +44 (0) 203 781 8330
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
Introduction
The Company intends to raise up to approximately GBP12.6 million
(approximately US$16.5 million) by way of the Fundraising, although
it reserves the right to increase or reduce the amount being raised
via the Placing based on investor demand. The book build will open
with immediate effect following this announcement. The timing of
the closing of the book build, the number of Placing Shares and
allocations are at the sole discretion of the Company and the joint
brokers.
A further announcement will be made on the closing of the book
build process in due course.
The Placing is conditional, amongst other things, upon:
-- the passing of the Resolutions relating to the Fundraising at
the General Meeting expected to be held on or around 3 April
2019;
-- the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; and
-- Admission becoming effective by no later than 8.00 a.m. on 4
April 2019 or such later time and/or date (being no later than 8.00
a.m. on 18 April 2019) as Shore Capital, GMP First Energy and the
Company may agree.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and 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 their
issue.
Shareholders are reminded that the Fundraising is conditional,
amongst other things, on the passing of the Resolutions to be
proposed at the General Meeting. Shareholders should be aware that
if those Resolutions are not approved at the General Meeting,
neither the Placing nor the Subscription will proceed. The Placing
is not underwritten.
Application will be made to the London Stock Exchange for the
admission of the New Ordinary Shares to trading on AIM. Subject to
Shareholder approval of the Resolutions at the General Meeting, it
is expected that Admission will occur and that dealings in the New
Ordinary Shares will commence at 8.00 a.m. on 4 April 2019 at which
time it is also expected that the New Ordinary Shares will be
enabled for settlement in CREST.
Principal terms of the Subscription
The Subscription Shares are being subscribed for directly by the
Subscriber at the Issue Price, pursuant to a subscription agreement
between the Subscriber and the Company dated 6 March 2019 (the
"Subscription Agreement").
Upon completion of the Fundraising, assuming the maximum amount
of GBP6.1 million is raised pursuant to the Placing, the Subscriber
will hold approximately 24.7 per cent. of the Company's ordinary
share capital, as enlarged by the Fundraising. The Subscription
Shares are not subject to claw back. In the unlikely event that the
Placing does not proceed, the Subscriber will reduce the number of
Subscription Shares subscribed for such that its holding in the
Company does not exceed 29.9 per cent. of the Company's enlarged
issued ordinary share capital.
The Fundraising is conditional on, inter alia, the receipt of
Shareholder approval of the Resolutions (as set out below) at a
duly convened General Meeting. It is expected that the Subscription
Shares and the Placing Shares will be admitted to trading on AIM
("Admission") on or around 4 April 2019 (the "Admission Date"). A
circular to Shareholders (the "Circular"), incorporating a notice
of the General Meeting containing the requisite Resolutions will be
issued shortly.
The New Ordinary Shares to be issued pursuant to the Fundraising
will be fully paid and will rank pari passu in all respects with
the Company's existing ordinary shares. The Issue Price represents
a discount of approximately 13.6 per cent. to the closing
mid-market price of 15.04 pence per ordinary share on 5 March 2019,
being the latest practicable Business Day prior to the date of this
announcement.
The Subscription is conditional upon the following:
(a) the Circular being published in accordance with the AIM
Rules for Companies and the Companies Act 2006 (the "2006 Act"), to
include a notice of the General Meeting containing the
Resolutions;
(b) the passing of the Resolutions at the General Meeting;
(c) Admission occurring no later than 8.00 a.m. on the Admission Date;
(d) the value of the total Fundraising being no more than GBP12.6 million;
(e) Mr Kevin Foo retiring as Executive Chairman and Director of
the Company with effect from no later than Admission;
(f) Mr Roger Kennedy being appointed as Executive Chairman with
effect from no later than Admission; and
(g) two new independent non-executive directors of the Company
being appointed with effect from no later than Admission.
(together, the "Conditions").
The Conditions are not capable of waiver except by written
agreement by each of the Subscriber and the Company (subject to
advice from Strand Hanson).
The Subscription Agreement will terminate if:
(a) the Conditions are not satisfied by 4 June 2019, being the
90th day following the date of the Subscription Agreement (or such
later date as may be agreed between the Subscriber and the
Company); or
(b) a Material Adverse Change shall occur before the date that
the Circular is published. With certain exceptions, a "Material
Adverse Change" is an event that causes a material adverse effect
on the Group, taken as a whole.
The following Resolutions are to be put to the General
Meeting:
(a) an ordinary resolution of the Company to authorise the
directors of the Company to issue the New Ordinary Shares under
section 550 of the 2006 Act; and
(b) a special resolution under section 570 of the 2006 Act to
disapply pre-emption rights in relation to the issue of the New
Ordinary Shares.
Following Admission, the Subscriber shall, for such time as it
holds (i) 10 per cent. or more of the Company's issued share
capital, have the right to appoint a non-executive director to the
Board, or (ii) 20 per cent. or more of the Company's issued share
capital, have the right to appoint two non-executive directors to
the Board; provided, however, that the Subscriber's right to
appoint such second non-executive director shall be subject to an
additional independent non-executive director being appointed to
the Board at the same time.
In the event that the Resolutions are not passed at the General
Meeting, then the Subscriber shall have the option (but no
obligation), within five Business Days after the date of the
General Meeting, to elect by written notice to the Company to
subscribe for the maximum number of such shares at the Issue Price
as would be permitted within the Company's existing share capital
authorities.
For a period of two years following the Admission Date, if the
Company decides to issue new ordinary shares (other than under the
Company's share option and incentive schemes) it shall first give
notice to the Subscriber of the proposed terms of such issue (the
"Pre-Emption Notice") and the Subscriber may, at any time within
five Business Days from receipt of the Pre-Emption Notice, notify
the Company, in writing, that it wishes to participate in such
share issue by subscribing for such amount of shares as is required
so that the Subscriber's interest in the Company is not diluted by
the proposed share issue (the "Equal Subscription"). If the
Subscriber elects to participate in the proposed share issue, the
share issue may only proceed on the basis that the Subscriber is
able to subscribe for the Equal Subscription.
Relationship and Lock-in and Orderly Marketing Agreements
The Subscriber has agreed to enter into, no later than the
Admission Date, a relationship agreement (the "Relationship
Agreement") and a Lock-in and Orderly Marketing Agreement (the
"Lock-in Agreement"), each with the Company and the Company's
Nominated Adviser, Strand Hanson Limited.
The Relationship Agreement is conditional upon the Subscriber
holding 25 per cent. or more of the Ordinary Shares or voting
rights in the Company including any ordinary shares or voting
rights of any party acting in concert with the Subscriber
("Controlling Interest").
Pursuant to the Relationship Agreement, the parties have agreed
to manage the relationship between the Subscriber and the Company
to ensure that, among other things: (i) the Group will at all times
be capable of carrying on its business independently of the
Subscriber and its affiliates for the benefit of shareholders as a
whole; (ii) all future transactions and arrangements between the
Company and the Subscriber and its affiliates will be at arm's
length and on normal commercial terms; (iii) the Subscriber will
not use its Voting Rights (as defined therein) to prevent the
Company from complying with applicable laws and regulations; and
(iv) to ensure that the Company shall be managed in accordance with
the QCA Corporate Governance Code 2018 published by the Quoted
Companies Alliance to the extent practicable for the size, stage of
development and operations of the Group at the relevant time or any
other corporate governance regime adopted by the Board from time to
time.
More specifically, the Subscriber has agreed to exercise its
Voting Rights in compliance with the AIM Rules and in a way to
ensure that the independence of the Board is maintained.
Furthermore, the Subscriber will agree not to exercise its Voting
Rights in respect of any resolution to approve a transaction with
the Subscriber or any affiliate of the Subscriber.
The obligations of the Subscriber under the Relationship
Agreement shall automatically be suspended upon the Subscriber (or
any of its affiliates) ceasing to hold a Controlling Interest in
the Company for a period of 56 days, with such suspension to be
lifted if the Subscriber regains a Controlling Interest.
Pursuant to the Lock-in Agreement, the Subscriber undertakes
(subject to certain limited exceptions, including by way of
acceptance of a recommended takeover offer for the entire issued
share capital of the Company), not to dispose of the Subscription
Shares, (with the exception of 2,800,000 shares excluded from such
lock-up), held by it following Admission at any time prior to the
six month anniversary of the Admission Date (the "Lock-up
Period").
Furthermore, for a further period of six months from the end of
the Lock-up Period, the Subscriber undertakes not to dispose of its
Subscription Shares otherwise than through the Company's joint
brokers with a view to maintaining an orderly market in the
Ordinary Shares.
About the Subscriber
YF Finance Limited is wholly owned by Mr Askar Alshinbayev.
Details of the Placing
The Company is seeking to raise up to approximately GBP6.1
million (approximately US$8.0 million) by way of the Placing
through the issue of the Placing Shares at the Issue Price. The
Placing Shares will be offered by way of an accelerated book
building process which will launch immediately following this
announcement.
Placing Agreement
The Company, GMP FirstEnergy and Shore Capital have today
entered into the Placing Agreement, pursuant to which the Company
appointed GMP FirstEnergy and Shore Capital as the Company's agents
to use their reasonable endeavours to procure subscribers for the
Placing Shares at the Issue Price. The Placing is not being
underwritten by GMP FirstEnergy and/or Shore Capital. The Company
has agreed to pay GMP FirstEnergy and Shore Capital certain
commissions and fees in connection with the Placing.
The Placing is conditional, amongst other things, on:
-- the passing of the Resolutions to be proposed at the General Meeting;
-- the Subscription Agreement becoming unconditional in all
respects (save for any condition relating to the Placing Agreement
or Admission) and such agreement not having been terminated;
and
-- Admission of the New Ordinary Shares occurring on or before
8.00 a.m. on 4 April 2019 (or such later time and/or date as the
Company, GMP FirstEnergy and Shore Capital may agree, being not
later than 8.00 a.m. on 18 April 2019).
The Placing Agreement contains certain customary warranties
given by the Company concerning the accuracy of the information in
this announcement as well as other matters relating to the Group
and its business. The Placing Agreement is terminable by GMP
FirstEnergy and Shore Capital in certain circumstances prior to
Admission, including for force majeure or in the event of a
material adverse change to the business of the Company or the
Group. The Company has also agreed to indemnify GMP FirstEnergy and
Shore Capital against all losses, costs, charges and expenses which
they may suffer or incur as a result of, occasioned by or
attributable to the carrying out of their duties under the Placing
Agreement in respect of the Placing Shares.
The Placing Shares will, when issued, be subject to the
Articles, be credited as fully paid and rank pari passu in all
respects with each other and with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue of the Placing Shares.
Admission, settlement and CREST
Application will be made to the London Stock Exchange for
Admission of the New Ordinary Shares to trading on AIM. It is
expected that, subject to the passing of the Resolutions at the
General Meeting, Admission will become effective at 8.00 a.m. on 4
April 2019 (or such later date as the Company, GMP FirstEnergy,
Shore Capital and the Subscriber (to the extent applicable) may
agree, being not later than 8.00 a.m. on 18 April 2019) and that
dealings in the New Ordinary Shares will also commence at that
time.
The Articles permit the Company to issue shares in
uncertificated form. CREST is a computerised paperless share
transfer and settlement system which allows shares and other
securities to be held in electronic rather than paper form. The
Existing Ordinary Shares are already admitted to CREST and
therefore the New Ordinary Shares will also be eligible for
settlement in CREST. CREST is a voluntary system and subscribers of
the Placing Shares and Subscription Shares who wish to retain
certificates will be able to do so upon request. The New Ordinary
Shares due to uncertificated holders are expected to be delivered
in CREST on the Admission Date.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
Admission the admission of the New Ordinary
Shares to trading on AIM becoming
effective in accordance with Rule
6 of the AIM Rules
Admission Date the date on which Admission occurs,
which is expected to be 4 April 2019
(or such later date as the Company,
GMP FirstEnergy, Shore Capital and
the Subscriber (to the extent applicable)
may agree)
AIM the market of that name operated
by the London Stock Exchange
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange from
time to time
Articles the articles of association of the
Company
Board or Directors the board of directors of the Company
or any duly authorised committee
thereof
Business Day or Business any day on which banks are open in
Days London for normal banking business
and the London Stock Exchange is
open for trading
Circular the circular to be sent to Shareholders,
setting out details of the Fundraising,
and containing the Notice of General
Meeting
Company or VOG Victoria Oil & Gas Plc a company
incorporated in England and Wales
with company number 05139892
CREST the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations
2001, as amended
Euroclear Euroclear UK & Ireland Limited, the
operator of CREST
Existing Ordinary Shares the 150,446,457 Ordinary Shares in
issue at the date of this announcement
FCA the Financial Conduct Authority in
the UK or its successor from time
to time
Form of Proxy the form of proxy which will accompany
the Circular relating to the General
Meeting
FSMA the Financial Services and Markets
Act 2000, as amended
Fundraising together the Placing and the Subscription
General Meeting the general meeting of the Company,
notice of which will be set out at
the end of the Circular, and including
any adjournment(s) thereof
GMP FirstEnergy FirstEnergy Capital LLP, joint broker
to the Company
Group the Company and its subsidiaries
and subsidiary undertakings from
time to time
Issue Price 13 pence per New Ordinary Share
London Stock Exchange London Stock Exchange plc
MAR the Market Abuse Regulation (EU/596/2014)
New Ordinary Shares together, the Placing Shares and
the Subscription Shares
Notice of General Meeting the notice of General Meeting, to
be set out at the end of the Circular
Ordinary Shares ordinary shares of 0.5 pence each
in the capital of the Company
Placees those persons who subscribe for Placing
Shares pursuant to the Placing
Placing the conditional placing of the Placing
Shares pursuant to the terms and
conditions of the Placing Agreement
Placing Agreement the conditional agreement dated 6
March 2019 and entered into between
the Company, GMP FirstEnergy and
Shore Capital relating to the Placing
Placing Shares the New Ordinary Shares to be issued
to Placees pursuant to the Placing
Prospectus Rules the Prospectus Rules made in accordance
with EU Prospectus Directive 2003/7l/EC
Registrars Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol,
BS13 8AE
Regulation S Regulation S under the Securities
Act
Regulatory Information has the meaning given in the AIM
Service Rules
Resolutions the resolutions to be proposed at
the General Meeting will be set out
in full in the Notice of General
Meeting
Securities Act the US Securities Act of 1933, as
amended
Shareholders holders of Ordinary Shares
Shore Capital Shore Capital Stockbrokers Limited,
joint broker to the Company
Strand Hanson Strand Hanson Limited, nominated
and financial adviser to the Company
Subscription the conditional subscription of the
Subscription Shares
Subscription Shares the New Ordinary Shares to be issued
to the Subscriber pursuant to the
Subscription
United Kingdom or UK the United Kingdom of Great Britain
and Northern Ireland
United States or US the United States of America, its
territories and possessions, any
state of the United States and the
District of Columbia and all other
areas subject to its jurisdiction
GBP or Sterling pounds sterling, the basic currency
of the United Kingdom
US$ United States dollar, the legal currency
of the United States
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
("FSMA"), AS AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS
AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FSMA
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN VICTORIA OIL & GAS PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by either the Company or by GMP
FirstEnergy or Shore Capital (together, the "Brokers") or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan, New Zealand, the Republic of South Africa or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the FSMA does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Fundraising or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained for the South Africa Reserve Bank
or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan, New Zealand or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Brokers has been given to the offer or resale;
or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the Financial Conduct Authority ("FCA")
in relation to the Fundraising or the Placing Shares and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly
announced through a Regulatory Information Service (as defined in
the AIM Rules for Companies) by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
form of confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Company or the Brokers or any other person and none of the Company,
the Brokers or any other person acting on such person's behalf nor
any of their respective affiliates has or shall have any liability
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Brokers have today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement, the
Brokers, as agents for and on behalf of the Company, have agreed to
use their respective reasonable endeavours to procure Placees for
the Placing Shares at the Issue Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company (the "Articles") and credited as
fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares in the capital of the Company, including
the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the
date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place no later than 8.00
a.m. on 4 April 2019 and that dealings in the Placing Shares on AIM
will commence at the same time.
Principal terms of the Placing
1. The Brokers are acting as joint placing agents and brokers to
the Fundraising, as agents for and on behalf of the Company. The
Brokers are authorised and regulated in the United Kingdom by the
FCA and are acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of the Brokers
or for providing advice in relation to the matters described in
this Announcement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are invited by the Brokers to
participate. The Brokers and any of their respective affiliates are
entitled to participate in the Placing as principal.
3. The price per Placing Share (the "Issue Price") is 13 pence
and is payable to the Brokers (as agents of the Company) by all
Placees.
4. Each Placee's allocation is determined by the Brokers in
their discretion following consultation with the Company and has
been or will be confirmed orally by the Brokers, as applicable, and
a form of confirmation will be dispatched as soon as possible
thereafter. That oral confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of the Brokers and the Company,
under which it agrees to acquire the number of Placing Shares
allocated to the Placee at the Issue Price and otherwise on the
terms and subject to the conditions set out in this Appendix and in
accordance with the Articles. Except with the prior written consent
of the Brokers, such commitment will not be capable of variation or
revocation at the time at which it is submitted.
5. Each Placee's allocation and commitment will be evidenced by
a form of confirmation issued to such Placee by the Brokers. The
terms of this Appendix will be deemed incorporated in that form of
confirmation.
6. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Brokers (as agents for the
Company), to pay to them (or as they may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
7. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8. All obligations of the Brokers under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
9. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Brokers, (b) any of their affiliates,
agents, directors, officers, consultants, (c) to the extent not
contained within (a) or (b), any person connected with the Brokers
as defined in the FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of the Brokers), (d) any person acting
on behalf of the Brokers, shall have any liability (including to
the extent permissible by law, any fiduciary duties) to Placees or
to any other person whether acting on behalf of a Placee or
otherwise. In particular, neither of the Brokers nor any of their
respective affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of
their conduct of the Fundraising or of such alternative method of
effecting the Fundraising as the Brokers and the Company may
agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
the Brokers (or either one of them), as soon as it is able which
will confirm the number of Placing Shares allocated to them, the
Issue Price and the aggregate amount owed by them to the
Brokers.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the Brokers.
Settlement of transactions in the Placing Shares (ISIN:
GB00BRWR3752) following Admission will take place within the CREST
system, subject to certain exceptions.
Settlement through CREST is expected to take place on 4 April
2019 unless otherwise notified by the Brokers and Admission is
expected to occur no later than 8.00 a.m. on 4 April 2019 unless
otherwise notified by the Brokers. Settlement will be on a delivery
versus payment basis. However, in the event of any difficulties or
delays in the admission of the Placing Shares to CREST or the use
of CREST in relation to the Placing, the Company and the Brokers
may agree that the Placing Shares should be issued in certificated
form. The Brokers reserve the right to require settlement for the
Placing Shares, and to deliver the Placing Shares to Placees, by
such other means as they deem necessary if delivery or settlement
to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by the Brokers.
Each Placee agrees that if it does not comply with these
obligations, the Brokers may sell, charge by way of security (to
any funder of the Brokers) or otherwise deal with any or all of
their Placing Shares on their behalf and retain from the proceeds,
for either of the Broker's own accounts and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due and any costs and expenses properly incurred by the Brokers as
a result of the Placee's failure to comply with its obligations.
The relevant Placee will, however, remain liable for any shortfall
below the amount owed by it and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of their Placing Shares on their behalf. Legal
and/or beneficial title in and to any Placing Shares shall not pass
to the relevant Placee until such time as it has fully complied
with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Brokers under the Placing Agreement are,
and the Placing is, conditional upon, inter alia:
(a) each of the warranties contained in the Placing Agreement
being and remaining true, accurate and not misleading until
Admission;
(b) the Company having complied in all material respects with
its obligations and having satisfied the conditions under the
Placing Agreement which fall to be performed or satisfied prior to
Admission;
(c) the Placing Agreement not having been terminated by the
Brokers in accordance with its terms;
(d) the Subscription Agreement having become unconditional in
accordance with the terms thereof (save only for any condition in
relation to the Placing Agreement of Admission) and not having been
terminated;
(e) the Company procuring that the Circular and Form of Proxy
are sent to shareholders by no later than 13 March 2019;
(f) the passing of the Resolutions (without any amendment which
has not been previously approved by GMP FirstEnergy and Shore
Capital) at the General Meeting (or any adjournment thereof);
and
(g) Admission occurring by not later than 8.00 a.m. on 4 April
2019 (or such later date as the Company and the Brokers may agree
in writing, in any event being not later than 18 April 2019),
(all conditions to the obligations of the Brokers included in
the Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and the Brokers may agree), or the
Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on
whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Fundraising" below and will not be capable of rescission or
termination by it.
Certain conditions may be waived in whole or in part by the
Brokers, in their absolute discretion, by notice in writing to the
Company and the Brokers may also agree in writing with the Company
to extend the time for satisfaction of any condition. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
The Brokers may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither the Brokers, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing
nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Brokers.
Termination of the Fundraising
The Brokers may terminate the Placing Agreement, in accordance
with its terms, at any time prior to Admission if, inter alia:
1. any of the warranties and undertakings in the Placing
Agreement were untrue or inaccurate in any material aspect, or were
misleading in any material respect when given or deemed given;
or
2. the Company fails to comply with its obligations under the
Placing Agreement in any material respect; or
3. any statement contained in this Announcement or the Circular
(the "Placing Documents") is or has become untrue, inaccurate or
misleading in any material respect or a matter has arisen which
would constitute a material omission from the Placing Documents;
or
4. there has occurred a force majeure event, or any material
adverse change has occurred in the condition, earnings, business
affairs or business prospects of the Company and its subsidiary
undertakings (taken as whole).
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and the Brokers that the exercise by the Company or the
Brokers of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or the Brokers and that none of the
Company nor the Brokers need make any reference to such Placee and
that none of the Company, the Brokers nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Fundraising"
section above and will not be capable of rescission or termination
by it after the issue by the Brokers of a form of confirmation
confirming each Placee's allocation and commitment in the
Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges, undertakes and agrees (for itself and for any such
prospective Placee) that in each case as a fundamental term of such
Placee's application for Placing Shares (save where the Brokers
expressly agree in writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Fundraising, the Company, the
Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2. it has not received a prospectus or other offering document
in connection with the Fundraising and acknowledges that no
prospectus or other offering document: (a) is required under the
Prospectus Directive; and (b) has been or will be prepared in
connection with the Fundraising;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of the Brokers, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement,
or the Publicly Available Information; nor has it requested any of
the Brokers, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
5. neither of the Brokers nor any person acting on behalf of
them or any of their respective affiliates, agents, directors,
officers or employees has or shall have any liability for any
Publicly Available Information, or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6. the only information on which it is entitled to rely on and
on which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
7. none of the Company, the Brokers nor any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information;
8. it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
9. it has not relied on any investigation that the Brokers or
any person acting on their behalf may have conducted with respect
to the Company, the Placing or the Placing Shares;
10. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither of the Brokers nor
any persons acting on behalf of them are responsible for or has or
shall have any liability for any information, representation,
warranty or statement relating to the Company contained in this
Announcement or the Publicly Available Information nor will they be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information
or otherwise. Nothing in this Appendix shall exclude any liability
of any person for fraudulent misrepresentation;
11. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia,
Canada, Japan, New Zealand, the Republic of South Africa or in any
country or jurisdiction where any such action for that purpose is
required;
12. it and/or each person on whose behalf it is
participating:
a. is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
d. has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges that it is required to comply with all applicable laws
and regulations with respect to its subscription for Placing
Shares;
13. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
14. the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or
resold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in accordance
with applicable state securities laws; and no representation is
being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares;
15. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
16. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
17. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Fundraising in or
into or from the United States (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
18. neither of the Brokers, nor their respective affiliates,
agents, directors, officers or employees nor any person acting on
behalf of any of them is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into
in connection with the Fundraising and that participation in the
Fundraising is on the basis that it is not and will not be a client
of the Brokers and the Brokers have no duties or responsibilities
to it for providing the protections afforded to its clients or for
providing advice in relation to the Fundraising nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
19. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to the Brokers for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as the Brokers may, in their
absolute discretion determine without liability to the Placee and
it will remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
20. no action has been or will be taken by any of the Company,
the Brokers or any person acting on their behalf that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
21. the person who it specifies for registration as holder of
the Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. None of the Company or the Brokers will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to acquire Placing Shares pursuant to the Fundraising and agrees to
pay the Company and the Brokers in respect of the same (including
any interest or penalties) on the basis that the Placing Shares
will be allotted to a CREST stock account of the Brokers (or either
one of them) or transferred to a CREST stock account of the Brokers
(or either one of them) who will hold them as nominee on behalf of
the Placee until settlement in accordance with its standing
settlement instructions with it;
22. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and the Brokers
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person);
23. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
24. it will not make an offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or elsewhere in
the EEA prior to the expiry of a period of six months from
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
25. it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Order, and/or an authorised person as defined in
section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified
Investor"), being a person falling within Article 2.1(e) the
Prospectus Directive. For such purposes, it undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
26. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges that this
Announcement is not being issued by the Brokers as an authorised
person under Section 21 of FSMA and therefore is not subject to the
same controls applicable to a financial promotion made by an
authorised person;
27. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
28. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of the Brokers has been given to the offer or
resale;
29. it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
30. neither of the Brokers nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has or shall have any liability for
any information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
31. acknowledges and accepts that the Brokers may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, the Brokers will not make any public
disclosure in relation to such transactions;
32. the Brokers and each of their affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by the Brokers and/or any of
their respective affiliates, acting as an investor for its or their
own account(s). None of the Company or the Brokers intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
33. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (together, the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
34. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
35. in order to ensure compliance with the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, the Brokers (each for itself and as agent
on behalf of the Company) or the Registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to the Brokers or the Registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at the Brokers' absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Brokers' or the
Registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity the
Brokers' (each for itself and as agent on behalf of the Company) or
the Registrars have not received evidence satisfactory to them, the
Brokers and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
36. acknowledges that its commitment to acquire Placing Shares
on the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the
Brokers' (or either of their) conduct of the Placing;
37. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Fundraising. It has relied
upon its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Fundraising,
including the merits and risks involved;
38. it irrevocably appoints any duly authorised officer of the
Brokers as its agent for the purpose of executing and delivering to
the Company and/or its Registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
39. the Company, the Brokers and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to the Brokers, on their own behalf and on behalf of the
Company and are irrevocable;
40. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts;
41. time is of the essence as regards its obligations under this
Appendix;
42. any document that is to be sent to it in connection with the
Fundraising will be sent at its risk and may be sent to it at any
address provided by it to the Brokers;
43. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
44. these terms and conditions in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire shares pursuant to the Placing will be governed by and
construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Brokers in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Brokers and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by the Company, the
Brokers or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
none of the Company or the Brokers shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify the
Brokers accordingly. In addition, Placees should note that they
will be liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each
Placee, or the Placee's nominee, in respect of whom (or in respect
of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Brokers in
the event that any of the Company and/or the Brokers has incurred
any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Brokers
for themselves and on behalf of the Company and are
irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Brokers do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Brokers may (at their absolute
discretion) satisfy their obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with the Brokers, any money held in an account with the
Brokers on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules; as a
consequence this money will not be segregated from the Brokers'
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Important Notice
Market soundings, as defined in MAR, were taken in respect of
the Placing with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this Announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
This Announcement does not constitute a prospectus for the
purposes of the Prospectus Rules of the Financial Conduct
Authority, nor does it comprise an admission document prepared in
accordance with the AIM Rules. Accordingly, this Announcement has
not been approved by or filed with the Financial Conduct
Authority.
This Announcement must not be distributed to a US Person (as
such term is defined in Rule 902 of Regulation S under the US
Securities Act of 1933, as amended (the "Securities Act")) or
within or into the United States, Canada, Japan, South Africa, New
Zealand or Australia. The Ordinary Shares have not nor will be
registered under the Securities Act, and may not be offered or sold
or subscribed, directly or indirectly, within the United States,
Canada, Japan, South Africa, New Zealand or Australia or to or by
any US Person or any national, resident or citizen of Canada,
Japan, the Republic of South Africa, New Zealand or Australia or
any corporation, partnership or other entity created or organised
under the laws thereof.
Strand Hanson Limited ("Strand Hanson"), which is regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated and financial adviser to the Company and is acting for
no-one else in connection with the matters referred to in this
Announcement, and will not be responsible to anyone other than the
Company for providing the protections afforded to customers of
Strand Hanson nor for providing advice to any other person in
relation to the matters referred to in this Announcement. Strand
Hanson is not making any representation or warranty, express or
implied, as to the contents of this Announcement, including the
accuracy, verification or completeness of any information contained
in this Announcement or for any other statement made or purported
to be made by the Company, or on the Company's behalf, or by them
or on their behalf, and nothing in this Announcement shall be
relied upon as a promise or representation in this respect, whether
as to the past or future. The responsibilities of Strand Hanson as
the Company's nominated adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or to any
Director, Shareholder or any other person. Strand Hanson has not
approved the contents of, or any part of, this Announcement and no
liability whatsoever is accepted by Strand Hanson for the accuracy
of any information or opinions contained in this Announcement or
for the omission of any information from this Announcement, and
accordingly Strand Hanson disclaims to the fullest extent permitted
by law all and any liability whatsoever whether arising in tort,
contract or otherwise which it might otherwise have to any person,
other than the Company, in respect of this Announcement or any such
statement.
FirstEnergy Capital LLP ("GMP FirstEnergy") and Shore Capital
Stockbrokers Limited ("Shore Capital"), which are authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
are acting as joint brokers exclusively for the Company and no one
else in connection with the matters referred to in this
Announcement, and will not be responsible to anyone other than the
Company for providing the protections afforded to their clients,
for the contents of this Announcement or for providing any advice
in relation to this Announcement. Apart from the responsibilities
and liabilities, if any, which may be imposed by the FCA or the
FSMA or the regulatory regime established thereunder, neither GMP
FirstEnergy nor Shore Capital, or any person affiliated with them,
accepts any responsibility whatsoever and neither makes any
representation or warranty, express or implied, in respect of the
contents of this Announcement including its accuracy or
completeness or for any other statement made or purported to be
made by any of them, or on behalf of them, in connection with the
Company or any matter described in this Announcement and nothing in
this Announcement is or shall be relied upon as a promise or
representation in this respect, whether as to the past or future.
Neither GMP FirstEnergy nor Shore Capital has approved the contents
of, or any part of, this Announcement and no liability whatsoever
is accepted by GMP FirstEnergy or Shore Capital for the accuracy of
any information or opinions contained in this Announcement or for
the omission of any information from this Announcement and
accordingly, GMP FirstEnergy and Shore Capital disclaim all
liability to the fullest extent permitted by law, all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have to any person, other than the Company, in respect of this
Announcement or any such statement.
Past performance is not a guide to future performance.
Forward Looking Statements
This Announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of those, variations or
comparable expressions, including references to assumptions. The
forward-looking statements in this Announcement are based on
current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements. These forward-looking
statements speak only as at the date of this Announcement. No
statement in this Announcement is intended to constitute a profit
forecast or profit estimate for any period. Neither the Directors
nor the Group undertake any obligation to update forward-looking
statements other than as required by the AIM Rules or by the rules
of any other securities regulatory authority, whether as a result
of new information, future events or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCDQLBBKXFFBBL
(END) Dow Jones Newswires
March 06, 2019 02:30 ET (07:30 GMT)
Grafico Azioni Victoria Oil & Gas (LSE:VOG)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Victoria Oil & Gas (LSE:VOG)
Storico
Da Apr 2023 a Apr 2024
