THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN REABOLD RESOURCES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF REABOLD RESOURCES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
For immediate release
28 February 2018
Reabold Resources plc
("Reabold" or the "Company")
Proposed placing by way of a conditional accelerated bookbuild
to raise up to £7.33 million (the "Placing")
and
Notice of General Meeting
The Board of Reabold (AIM: RBD), the AIM traded investment company investing in the E&P sector, today announces a proposed Placing by way of an accelerated bookbuild to raise up to £7.33 million (before expenses).
Summary of the Placing
· The Company intends to raise up to £7.33 million (before expenses) through the placing of up to 1,222,000,000 new Ordinary Shares ("Placing Shares") arranged by Arden Partners plc ("Arden") and Whitman Howard Limited ("Whitman Howard") (together, the "Joint Brokers") at 0.6 pence per share with new and certain existing shareholders.
· Further details of the Placing are set out below and in the Appendix to this Announcement.
· The net proceeds from the Placing will provide the Company with capital to exploit a number of opportunities that the Directors believe have the capacity to provide significant returns on investment.
· Completion of the Placing is conditional, amongst other things, upon on Admission to AIM of the Placing Shares and Shareholder approval of Resolutions 1 and 2 to enable the issue of the Placing Shares, which will be sought at a General Meeting of the Company expected to be held at 11.00 a.m. on 19 March 2018.
· A Circular containing further details of the Placing and including a notice convening the General Meeting is expected to be despatched to Shareholders following completion of the Bookbuild Process (as defined below) and will thereafter be available on the Company's website, www.reabold.com.
Further details of the Placing
Arden and Whitman Howard are acting as joint brokers in connection with the placing. Arden is sole bookrunner in connection with the Placing.
The Placing, by way of an accelerated bookbuild, will be launched immediately following the release of this Announcement and will be made available to eligible new and existing institutional investors (the "Bookbuilding Process"). The book will close at the discretion of Arden (following consultation with the Company and Whitman Howard). The completion of the Bookbuilding Process will be announced as soon as practicable.
The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this Announcement. The Placing is not underwritten.
By choosing to participate in the Placing and by making an oral and/or written legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety, including the Appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.
The Placing Shares will, when issued, represent 79% of the Existing Ordinary Shares prior to the issue of the Placing Shares and 44% of the enlarged issued share capital following the Placing and will be fully paid and will 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 issue.
Application will be made for the Placing Shares to be admitted to trading on AIM.
Settlement for the Placing Shares and Admission is expected to take place on 8.00 a.m. on 20 March 2018. The Placing is conditional upon, among other things, Resolutions 1 and 2 being duly passed at the General Meeting and admission to trading on AIM becoming effective in respect of the Placing Shares.
The Appendix sets out further information relating to the Placing and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
Background to and reasons for the Placing
The Company is an investment company investing in the E&P sector. The Company's investing policy is to acquire direct and indirect interests in exploration and producing projects and assets in the natural resources sector, and consideration is currently given to investment opportunities anywhere in the world. However it is the Board's intention, to concentrate on investments in European oil and gas projects.
The Company raised £3.96m by way of a placing in September 2017 and £1.96m by way of subscription in October 2017. The proceeds of the two transactions were used to invest £1.5m into Corallian Energy Limited ("Corallian") for a 35.4 percent interest in the company and £1.5m into Danube Petroleum Limited ("Danube"), a newly formed subsidiary of ASX listed ADX Energy Ltd, (ASX:ADX) for a 29 percent interest in the Danube.
Corallian has a portfolio of UK oil & gas licences, including the Colter appraisal project ("Colter"), that Corallian management states has a high chance of success given the appraisal nature of the project together with industry comparative low drilling costs.
Danube holds a 50 percent interest in the high impact Parta licence ("Parta"), onshore Romania, and a 100% interest in a low-risk appraisal campaign within Parta, comprising of two wells planned in H2 2018 to test 33 BCF prospective and contingent resources.
The Board have considered the feasibility and cost-effectiveness of including an open offer to existing shareholders in conjunction with the placing which is principally to institutional shareholders. Given the existing small number of shareholders in the Company, their conclusion was that this was not the right time to do so; but this will be considered for any future raises to support the Company's investing policy as the shareholder base grows.
Use of proceeds
The net proceeds of the Placing will be used to invest in opportunities that meet the Company's investing policy. The Directors believe that current market conditions have created a portfolio of viable potential investments which could be executed completed expediently on favourable terms. The Directors believe that by raising capital, the Company will be well positioned to exploit the best of these opportunities. Although there can be no certainty that any particular potential investment identified by the Company will complete, the Directors believe that there is sufficient number of projects in the UK and Continental Europe (including in existing investments) that they will be able to deploy the capital raised in the short term.
An updated presentation on the Company's existing investments and illustrative examples of the type of further potential investments the Company could consider making in accordance with its investing policy is available today on the Company's website at www.reabold.com. There can be no certainty that the Company will be successful in making any such potential pipeline investments.
Current trading and prospects
As announced on 12 February 2018, Reabold is intending to participate in a further Corallian fundraise. This will allow Corallian to drill the Colter prospect at a 50% equity interest, and to exercise an option to drill Wick at a 40% interest as opposed to its current fully carried 25%.
Corallian expects the Colter well to be drilled in Q2 2018 and the Wick well to be drilled in Q3 2018.
In Romania, Danube Petroleum expects to drill the first well in the Parta appraisal programme in H2 2018. Danube is sufficiently funded for this first well. The planned Parta appraisal well consists of a two well programme, and Danube is open to incremental funding from financial investors or oil company partners to facilitate the drilling of the second well. Reabold may, but is not committed to, increase its investment into Danube Petroleum.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, the Joint Brokers, as agent for the Company, have conditionally agreed to use reasonable endeavours to procure subscribers for the Placing Shares.
The Placing has not been underwritten by the Joint Brokers. The Placing Agreement is conditional, amongst other things, upon 1 and 2 being duly passed at the General Meeting and Admission of the Placing Shares becoming effective on or before 8.00 a.m. on 20 March 2018 (or such later time and/or date as the Company and Arden may agree, but in any event by no later than 8.00 a.m. on 30 March 2018).
The Placing Agreement contains customary warranties from the Company in favour of the Joint Brokers and the Nominated Advisor in relation to, amongst other matters, the accuracy of the information in this document and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify the Joint Brokers and Nominated Advisor in relation to certain defined liabilities that it may incur in respect of the Placing. Arden has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to the Joint Brokers and the Nominated Advisor in the Placing Agreement, the failure of the Company to comply in any material respect with any of its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Company as a whole.
The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Placing including all legal and other professional fees and expenses.
The Placing Shares have not been made available to the public and have not been offered or sold in any jurisdiction where it would be unlawful to do so.
All Placing monies received by Arden under the terms of the Placing will not become the property of the Company until Admission of the Placing Shares.
The General Meeting
The Directors do not currently have Shareholder authority to carry out the Placing or to allot all of the Placing Shares. Accordingly, the Board will be seeking the approval of Shareholders at the General Meeting to allot and issue the Placing Shares in connection with the Placing and to disapply statutory pre-emption rights. Further, the Board is seeking the approval of Shareholders at the General Meeting to allot and issue Ordinary Shares, in addition to those to be allotted under the Placing, to create headroom to allow the board to issue a limited number of Ordinary Shares following the Placing. This latter authority will expire at the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2018 or the date falling 18 months from the date of passing the relevant Resolution.
Set out in the Circular proposed to be despatched to Shareholders is a notice convening the General Meeting to be held at 11.00 a.m. on 19 March 2018 at the offices of Hill Dickinson LLP, 105 Jermyn Street, London SW1Y 6EE, at which the following Resolutions will be proposed:
1. Resolution 1 is proposed as an ordinary resolution, to authorise the Directors to allot the Placing Shares pursuant to the Placing and, to be passed, more than half of the votes cast must be in favour of the resolution;
2. Resolution 2 is proposed as a special resolution to authorise the Directors, under section 570(1) of the Act, to allot the Placing Shares pursuant to the Placing for cash on a non-pre-emptive basis and, to be passed, at least three quarters of the votes cast must be in favour of the resolution;
3. Resolution 3 is proposed as an ordinary resolution to authorise the Directors, under section 551 of the Act to allot shares up to a nominal amount of £276,241.59 in addition to any existing authorities including any granted under Resolution 1 and, to be passed, more than half of the votes cast must be in favour of the resolution; and
4. Resolution 4 is proposed as a special resolution to authorise the Directors, under section 570(1) of the Act, to allot shares up to a nominal amount of £276,241.59 in addition to any existing authorities including any granted under Resolution 2 and, to be passed, at least three quarters of the votes cast must be in favour of the resolution.
Following the Placing the Directors will have utilised nearly all of their authorities to issue new ordinary shares free of pre-emption rights and accordingly they are seeking by way of Resolutions 3 and 4 shareholders' authority to issue up to a further 276,241,590 Ordinary Shares. Whilst the Directors have no current plans to utilise such additional headroom it will allow them to react quickly and cost effectively to any future opportunities that may arise. If such authority were to be granted it would represent 10% of the enlarged issued share capital of the Company following the Placing.
Expected timetable |
2018 |
Announcement of the Placing and Bookbuilding Process commences |
10.30 a.m. on 28 February |
Publication of the Circular and Form of Proxy |
28 February |
Latest time and date for receipt of completed Forms of Proxy and CREST voting instructions |
11.00 a.m. on 15 March |
Latest time and date for settlement of relevant CREST instructions |
11.00 a.m. on 15 March |
General Meeting |
11.00 a.m. on 19 March |
Results of the General Meeting announced |
19 March |
Admission and commencement of dealings in the Placing Shares on AIM |
8.00 a.m. on 20 March |
Expected date for CREST accounts to be credited in respect of Placing Shares in uncertificated form |
20 March |
Each of the times and dates above refer to London time and are subject to change by the Company. Any such change will be notified to Shareholders by an announcement through a Regulatory Information Service. The Circular will contain further details of the expected timetable for the Placing, the General Meeting and Admission.
Capitalised terms used but not defined in this Announcement shall have the meanings given to such terms in the section headed "Definitions" below save that any capitalised term defined in the Appendix shall have such meaning in the Appendix to the exclusion, in the Appendix only, of any definition of such term elsewhere in this Announcement.
Enquiries:
Reabold Resources plc |
020 7440 640 |
Sachin Oza, Co-Chief Executive |
|
Stephen Williams, Co-Chief Executive |
|
Arden Partners (Joint Broker and bookrunner) |
020 7614 5900 |
Paul Shackleton / Daniel Gee-Summons - Corporate Finance |
|
Fraser Marshall - Corporate Broking (bookrunning enquiries) |
|
Whitman Howard (Joint Broker) |
020 7659 1234 |
Nick Lovering |
|
Grant Barker |
|
Beaumont Cornish (Nominated Advisers) |
020 7628 3396 |
Roland Cornish |
|
Felicity Geidt |
|
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (3) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE 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 REABOLD.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF 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 OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint 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. Persons into whose possession this Announcement comes are required by the Company and Arden to inform themselves about and to observe any such restrictions.
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 Financial Services and Markets Act 2000 (as amended) does not apply.
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.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares 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 the Appendix.
This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Arden, which is authorised and regulated by the FCA in the United Kingdom, is acting as bookrunner and joint broker to the Company in connection with the Placing. Arden will not be responsible to any person other than the Company for providing the protections afforded to clients of Arden or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Arden is not making any representation or warranty, express or implied, as to the contents of this Announcement. Arden has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Arden for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
Whitman Howard, which is authorised and regulated by the FCA in the United Kingdom, is acting as joint broker to the Company in connection with the Placing. Whitman Howard will not be responsible to any person other than the Company for providing the protections afforded to clients of Whitman Howard or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Whitman Howard is not making any representation or warranty, express or implied, as to the contents of this Announcement. Whitman Howard has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Whitman Howard for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
Beaumont Cornish, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser to the Company for the purposes of the AIM Rules in connection with the Placing and, as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to the Company or its Directors or to any other person or entity. Beaumont Cornish will not be responsible to any person other than the Company for providing the protections afforded to clients of Beaumont Cornish or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Beaumont Cornish is not making any representation or warranty, express or implied, as to the contents of this Announcement. Beaumont Cornish has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Brokers or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement or in any previous announcement or in any presentation issued by the Company was or is intended to be a profit forecast or estimate, and no statement in this Announcement nor in any previous announcement or in any presentation issued by the Company 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 pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this Announcement.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Brokers or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Arden and Whitman Howard will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (3) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE 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 REABOLD.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
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 OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint 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. Persons into whose possession this Announcement comes are required by the Company and Arden to inform themselves about and to observe any such restrictions.
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 Financial Services and Markets Act 2000 (as amended) does not apply.
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.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares 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 the Appendix.
This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Arden, which is authorised and regulated by the FCA in the United Kingdom, is acting as bookrunner and joint broker to the Company in connection with the Placing. Arden will not be responsible to any person other than the Company for providing the protections afforded to clients of Arden or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Arden is not making any representation or warranty, express or implied, as to the contents of this Announcement. Arden has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Arden for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
Whitman Howard, which is authorised and regulated by the FCA in the United Kingdom, is acting as joint broker to the Company in connection with the Placing. Whitman Howard will not be responsible to any person other than the Company for providing the protections afforded to clients of Whitman Howard or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Whitman Howard is not making any representation or warranty, express or implied, as to the contents of this Announcement. Whitman Howard has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Whitman Howard for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
Beaumont Cornish, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser to the Company for the purposes of the AIM Rules in connection with the Placing and, as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to the Company or its Directors or to any other person or entity. Beaumont Cornish will not be responsible to any person other than the Company for providing the protections afforded to clients of Beaumont Cornish or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Beaumont Cornish is not making any representation or warranty, express or implied, as to the contents of this Announcement. Beaumont Cornish has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Brokers or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement or in any previous announcement or in any presentation issued by the Company was or is intended to be a profit forecast or estimate, and no statement in this Announcement nor in any previous announcement or in any presentation issued by the Company 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 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 (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this Announcement.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Arden or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
A Circular explaining the background to and reasons for the Placing and containing the Notice of General Meeting is expected to be posted to shareholders following the close of the Bookbuilding Process. A copy of the Circular and Notice of General Meeting will thereafter be made available on the Company's website, www.reabold.com
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with the Joint Brokers. Pursuant to the Placing Agreement, the Joint Brokers have, subject to the terms and conditions set out therein, agreed to use reasonable endeavours, as agents of the Company, to procure subscribers for the Placing Shares pursuant to the Bookbuilding Process described in this Announcement and as set out in the Placing Agreement.
The Placing is conditional on the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of association of the Company, 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.
The Placing Shares will be issued free of any encumbrance, lien or other security interest.
Application for admission to trading
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement (the "Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 20 March 2018.
Bookbuilding Process
Commencing today, Arden will be conducting an accelerated bookbuilding process (to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, Arden will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may, after consultation with the Company, determine. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by the Joint Brokers. The Joint Brokers and each of their Affiliates are entitled to participate as Placees in the Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 4.30 p.m. on 28 February 2018, but may be closed at such earlier or later time as Arden may, in its absolute discretion (after consultation with the Company), determine. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Issue Price (the "Placing Results Announcement").
A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with Arden's consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its a sales contact at Arden or Whitman Howard. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. If successful, Arden will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Arden's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company pursuant to which each such Placee will be required to accept 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 herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Arden. The terms of this Appendix will be deemed incorporated in that trade confirmation.
Arden reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Arden also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Arden.
Each Placee's obligations will be owed to the Company and to Arden. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Arden, as agent of the Company, to pay to Arden (or as Arden may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of the Joint Brokers, any holding company of the Joint Brokers, any subsidiary of the Joint Brokers, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Affiliate of the Joint Brokers") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Brokers, any Affiliate of the Joint Brokers nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of the conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Arden may determine.
All obligations of the Joint Brokers under the Placing will be subject to fulfillment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of 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 Joint Brokers under the Placing Agreement are conditional, amongst other things, upon:
1. the warranties on the part of the Company contained in the Placing Agreement being true and accurate in all material respects and not misleading on and as of the date of the Placing Agreement and at Admission of the Placing Shares and the Joint Brokers and the Nominated Advisor receiving a certificate from the Company confirming such is the case;
2. the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
3. the obligations of the Joint Brokers not having been terminated (as described below under "Right to terminate under the Placing Agreement");
4. the Company allotting, subject to Admission, the Placing Shares in accordance with the Placing Agreement; and
5. Admission of the Placing Shares occurring not later than 8.00 a.m. on 20 March 2018 or such later time and/or date as the Joint Brokers may agree in writing with the Company (but in any event not later than 8.00 a.m. on 30 March 2018).
If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by Arden), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of the Joint Brokers, the Company, any Affiliate of the Joint Brokers, or any holding company of the Company, any subsidiary of the Company, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company or any of their respective directors, officers and employees (each a "Reabold Affiliate") 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 it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that the Joint Brokers' rights and obligations in respect of the Placing terminate, amongst others, in the circumstances described below under "Right to terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Arden has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to the Joint Brokers in the Placing Agreement, the failure of the Company to comply in any material respect with any of its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Company.
By participating in the Placing, each Placee agrees with Arden that the exercise by Arden of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Arden and that Arden need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, the Joint Brokers, any Affiliate of the Joint Brokers nor any Reabold Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.
No Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the UK or elsewhere in the European Economic Area. No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to the Joint Brokers and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Brokers (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Affiliate of the Joint Brokers, any persons acting on its or their behalf or the Company or any Reabold Affiliate and none of the Joint Brokers, any Affiliate of the Joint Brokers, any persons acting on their behalf, the Company, any Reabold Affiliate or any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with the Joint Brokers for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the delivery versus payment mechanism, subject to certain exceptions. Arden reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as it may deem necessary, including, without limitation, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date |
16 March 2018 |
Settlement Date |
20 March 2018 |
ISIN Code |
GB00B95L0551 |
SEDOL |
B95L055 |
Deadline for input instruction into CREST |
15 March 2018 |
CREST ID for Arden |
601 |
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Arden and settlement instructions. Placees should settle against the Arden CREST ID shown above. It is expected that such trade confirmation will be despatched on the Trade Date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Arden.
It is expected that settlement will take place on the Settlement Date shown above on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by the Joint Broker.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these obligations, Arden may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Arden's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, none of the Joint Brokers or the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees in each case as a fundamental term of their application for Placing Shares as set out below:
1. that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing and the issue of the Placing Shares will be governed by and be subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained inf this Announcement (including this Appendix) and it undertakes not to redistribute, forward, transfer, duplicate or otherwise transmit this Announcement;
2. that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuilding Process, the Placing or the Placing Shares;
3. that it will indemnify on an after-tax basis and hold harmless each of the Company, the Joint Broker, Affiliate of the Joint Brokers and Reabold Affiliates and any person acting on their behalf from any and all costs, losses, 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 in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;
4. that the Placing Shares will be admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with AIM Rule 26 and other applicable laws and regulations (the "Exchange Information"), which includes certain business and financial and the Company's announcements and circulars published in the past 12 months, and that the Placee is able to obtain or access this Exchange Information without undue difficulty and is aware of the contents of the Exchange Information;
5. that none of the Joint Brokers, any Affiliate of the Joint Brokers or any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company; nor has it requested any of the Joint Brokers, any Affiliate of the Joint Brokers or any person acting on their behalf to provide it with any such material or information;
6. that (i) none of the Joint Brokers, any Affiliate of the Joint Brokers or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Joint Brokers and that the Joint Brokers do not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right, and (ii) neither it nor, as the case may be, its clients expect the Joint Brokers to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that the Joint Brokers are not acting for it or its clients, and that the Joint Brokers will not be responsible to any person other than the Company for providing protections afforded to its clients;
7. that the content of this Announcement is exclusively the responsibility of the Company and that none of the Joint Brokers, any Affiliate of the Joint Brokers or any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and none of the Joint Brokers, any Affiliate of the Joint Brokers or any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any other information whatsoever and in particular it is not relying on any investigation that the Joint Brokers, any Affiliate of the Joint Brokers or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;
8. that 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 Placing. It has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations and has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved;
9. that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing;
10. that it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement;
11. that it has not relied on any information relating to the Company contained in any research reports prepared by the Joint Brokers, any Affiliate of the Joint Brokers or any person acting on their behalf and understands that (i) none of the Joint Brokers, any Affiliate of the Joint Brokers or any person acting on their behalf has or shall have any liability for any public information relating to the Company or otherwise or any representation; (ii) none of the joint Brokers, any Affiliate of the Joint Brokers, or any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of the Joint Brokers, any Affiliate of the Joint Brokers, or any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
12. that (i) it is entitled to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in the Company, the Joint Brokers, any Affiliate of the Joint Brokers, Reabold Affiliate or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
13. that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
14. that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S;
15. that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
16. that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased 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 European Economic Area which has implemented the Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of Arden has been given to such an offer or resale;
17. that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;
18. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;
19. that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
20. that it has complied with its obligations: (i) under the Criminal Justice Act 1993 and the Market Abuse Regulation (EU 596/2014); (ii) in connection with the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017) and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations ((i), (ii), (a) and (b), together, the "Regulations") and rules and guidance on anti-money laundering produced by the FCA and, if it is 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; and it is permitted to subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to it and it has have complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017);
21. that if in the United Kingdom, represents and warrants that: (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc") of the FPO, or (c) it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive, or (d) if not a person meeting the criteria set out in (a) or (b) of this paragraph 21 or the other criteria of qualified investors for the purposes of section 86(7) of FSMA, he or she is a director of the Company at the time of the Placing or (d) it is person to whom this announcement may otherwise lawfully be communicated;
22. that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
23. that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement and with any trade confirmation sent by Arden (or on its behalf) to it in respect of its allocation of Placing Shares and its participation in the Placing on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Arden may, in its absolute discretion, determine 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;
24. that none of the Joint Brokers, any Affiliate of the Joint Brokers or any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that none of the Joint Brokers, any Affiliate of the Joint Brokers or any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Arden's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
25. that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Arden nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Arden which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;
26. 26. that it irrevocably appoints any director of Arden as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
27. that it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;
28. that any person who confirms to Arden on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Arden to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;
29. that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Arden will be responsible. If this is the case, the Placee should take its own advice and notify Arden accordingly;
30. that when a Placee or any person acting on behalf of the Placee is dealing with Arden, any money held in an account with Arden 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. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated in accordance with the client money rules and will be used by Arden in the course of its business; and the Placee will rank only as a general creditor of Arden (as the case may be);
31. that in order to ensure compliance with the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Arden (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Arden or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Arden's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Arden's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Arden (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Arden 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;
33. that the Company, Arden, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;
34. that the basis of allocation will be determined by Arden at its absolute discretion and that the right is reserved to reject in whole or in part and/or scale back any participation in the Placing;
35. the Company and Arden may produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
36. that its commitment to subscribe for Placing Shares on the terms and conditions set out herein will continue notwithstanding any amendment that may in future be made to the terms 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 Arden's conduct of the Placing;
37. that time is of the essence as regards its obligations under this Appendix;
38. that any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Arden;
39. that it will be bound by the terms of the articles of association of the Company; and
40. that the 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 and any non-contractual obligations arising out of or in connection with such agreements 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 (including any non-contractual obligations) arising out of or in connection with any such agreements, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Arden 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.
The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company, the Joint Brokers and the Nominated Adviser (for their own benefit and, where relevant, the benefit of any Affiliate of the Joint Brokers or Reabold Affiliate and any person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Whitman Howard, Beaumont Cornish, Arden, any Affiliate of the Joint Brokers, any Reabold Affiliate, or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Arden will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Brokers in the event that any of the Company, any Reabold Affiliate, either of the Joint Brokers or any Affiliate of the Joint Brokers has incurred any such liability to stamp duty or stamp duty reserve tax.
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 UK 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.
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. Arden shall notify the Placees and any person acting on behalf of the Placees of any such changes.
Each Placee, and any person acting on behalf of the Placee, acknowledges that Arden does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Brokers or any Affiliate of the Joint Brokers may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
The rights and remedies of the Joint Brokers, the Nominated Adviser and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to Arden and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; and
3. such other "know your client" information as Arden may reasonably request.
DEFINITIONS
In this Announcement, the following words and expressions shall, unless the context provides otherwise, have the following meanings:
"Act" |
the Companies Act 2006, as amended |
"Admission" |
admission to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules in respect of the relevant Placing Shares |
"AIM" |
the AIM market operated by the London Stock Exchange |
"AIM Rules" |
the AIM Rules for Companies published by the London Stock Exchange as amended from time to time |
"Announcement" |
this announcement, including the Appendix |
"Arden" |
Arden Partners PLC, the Company's joint broker and sole bookrunner for the purposes of the Placing and Admission |
"Beaumont Cornish" |
Beaumont Cornish Limited, the Company's nominated adviser |
"Board" or "the Directors" |
the directors of the Company, as at the date of this document |
"certificated" or "in certificated form" |
an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST) |
"Circular" |
the circular to be sent to Shareholders setting out the details of the proposed Placing and the Notice of General Meeting |
"Company" or "Reabold" |
Reabold Resources plc, a company incorporated in England and Wales under the Companies Act 1985 with registered number 03542727 |
"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations) |
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) |
"Existing Ordinary Shares" |
the 1,540,415,896 existing Ordinary Shares in issue at the date of this Announcement, all of which are admitted to trading on AIM |
"E & P" |
Exploration and Production |
"FCA" |
the Financial Conduct Authority of the UK |
"Form of Proxy" |
the form of proxy to be accompany the Circular for use in relation to the General Meeting |
"FSMA" |
the Financial Services and Markets Act 2000 (as amended) |
"General Meeting" |
the general meeting of the Company to be held at the offices of Hill Dickinson LLP, 105 Jermyn Street, London SW1Y 6EE at 11.00 a.m. on 19 March 2018 |
"Issue Price" |
0.6 pence |
"London Stock Exchange" |
London Stock Exchange plc |
"MAR" |
the EU Market Abuse Regulation (596/2014/EU) |
Nominated Advisor |
Beaumont Cornish |
"Notice of General Meeting" |
the notice convening the General Meeting which will be set out in the Circular |
"Ordinary Shares" |
the ordinary shares of 0.1p (£0.001) each in the capital of the Company |
"Placing" |
the conditional placing of the Placing Shares by Arden as agent for and on behalf of the Company, pursuant to the Placing Agreement, further details of which are set out in this Announcement and the Circular |
"Placing Agreement" |
the conditional agreement between te Company, the Joint Brokers and the Nominated Adviser dated 28 February 2018 in respect of the Placing |
"Placing Shares" |
up to 1,222,000,000 new Ordinary Shares to be issued pursuant to the Placing |
"Regulatory Information Service" |
a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website |
"Resolutions" |
the resolutions to be set out in the Notice of General Meeting |
"Restricted Jurisdiction" |
the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction where to offer, sell, take up, deliver or transfer in, into or from would constitute a breach of local securities laws or regulations |
"Shareholders" |
holders of Ordinary Shares |
"uncertificated" or "in uncertificated form" |
an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
"Whitman Howard" |
Whitman Howard Limited, the Company's joint broker for the purposes of the Placing and Admission |
"£", "pounds sterling", "pence" or "p" |
are references to the lawful currency of the United Kingdom |
