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, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA, NEW ZEALAND OR SINGAPORE 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 AN ADMISSION DOCUMENT AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014. ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, 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
25 May 2018
Echo Energy plc
("Echo" or the "Company")
Placing and subscription to raise £8.5 million
Echo Energy plc (AIM: ECHO), the South and Central American focused upstream gas company, today announces a successful conditional placing and subscription (the "Placing") to raise £8.5 million, before expenses, through the issue of 71,185,447 new ordinary shares in the Company ("Ordinary Shares") at a placing price of 12.0 pence per Ordinary Share (the "Placing Price").
Since the Company's acquisition of its Argentinian portfolio and re-admission to AIM in January 2018, the Company has initiated a busy 2018 Argentinian work programme and to date the Company and its partner Compañía General de Combustibles S.A. ("CGC"), operator of the assets, have successfully completed the workover of three existing wells at Fracción D and commenced a back-to-back four exploration well drilling campaign at Fracción C and Laguna Los Capones. As announced on 18 May 2018, the drilling of the first exploration well at Fracción C, ELM-1004, has been successfully completed.
Given the early successes of the Argentinian work programme and the attractive domestic contractor rates available to the Company at the current time, the Company and its Argentinian partner wish to accelerate their commitment to the already planned 2,000 square kilometre seismic acquisition campaign over the Tapi Aike asset (the "Full Tapi Aike Seismic Programme") to secure favourable current pricing terms. The Board expects that committing to Full Tapi Aike Seismic Programme at currently available terms would result in cost savings to the Company in excess of US$7 million over the previously expected costs over the course of the programme at Tapi Aike. The net proceeds of the Placing will be sufficient to enable the Company to commit to the Full Tapi Aike Seismic Programme and related costs.
As a result, the net proceeds of the Placing will be applied towards the Company's proposed increased short term commitments in relation to the Full Tapi Aike Seismic Programme and towards the Company's general working capital requirements.
Highlights
· The Company has conditionally raised £8.5 million through the issue of new Ordinary Shares at the Placing Price.
· The Placing Price is 12.0 pence per Ordinary Share.
· The Placing Price represents: (i) a discount of 14.8 per cent. to the volume weighted average price per Ordinary Share for the 30 days ended 24 May 2018 of 14.07 pence per Ordinary Share; (ii) a discount of 31.4 per cent. to the Echo placing price of 17.5 pence per Ordinary Share at the time of the Company's re-admission to AIM in January 2018; and (iii) a discount of 17.2 to the closing mid-market price per Ordinary Share on 24 May 2018, being the latest practicable date prior to the publication of this announcement.
· The Placing consists of: (i) a placing by Pareto Securities Limited ("Pareto") of 38,710,448 new Ordinary shares with institutional investors at the Placing Price; and (ii) subscriptions for 32,474,999 new Ordinary Shares with certain other investors at the Placing Price.
· Net proceeds of the Placing will be used to fund the Company's proposed increased short term commitments in relation to an accelerated seismic acquisition campaign over the Company's Tapi Aike asset following early success in the Argentinian work programme and the Company's general working capital requirements.
The Placing has been conducted in accordance with the terms and conditions set out in the Appendix to this announcement. The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing.
For further information contact:
Echo Energy plc Fiona MacAulay, CEO Will Holland, CFO |
[email protected] [email protected] |
Pareto Securities Ltd (Lead Manager and Bookrunner) Soren Clausen Davide Finelli Matilda Mäkitalo |
+44 (0)20 7786 4370 |
Smith & Williamson (Nominated Adviser) David Jones Ben Jeynes Katy Birkin |
+44 (0)20 7131 4000 |
Hannam & Partners (Advisory) LLP (Corporate Broker) Giles Fitzpatrick Andrew Chubb Ernest Bell |
+44 (0)20 7907 8500 |
About Echo
Echo is a South and Central American focused upstream oil and gas company pursuing a growth strategy launched in April 2017. In January 2018, Echo completed the acquisition, onshore Argentina, of 50 per cent. interests in each of the CGC operated Fracción C, Fracción D and Laguna De Los Capones concessions and in the Tapi Aike exploration permit (the "Argentinian Portfolio") and has since initiated its busy 2018 Argentinian work programme.
Background to, and reasons for, the Placing
Since the Company's acquisition of the Argentinian Portfolio and re-admission to AIM in January 2018, the Company has initiated a busy 2018 Argentinian work programme and to date the Company and its partners have successfully completed the workover of three existing wells at Fracción D and commenced a back-to-back four exploration well drilling campaign at Fracción C. As announced on 18 May 2018, the drilling of the first exploration well, ELM-1004, has been successfully completed.
Given the early successes of the Argentinian work programme and the attractive domestic contractor rates currently available to the Company, the Company wishes to accelerate its commitment to a wider seismic acquisition campaign over the Company's Tapi Aike asset to secure favourable current pricing. The Board expects that committing to a wider seismic acquisition campaign on currently available terms would see cost saving in excess of US$7 million over the course of the seismic acquisition programme at Tapi Aike.
The net proceeds of the Placing will be applied towards the Company's proposed increased short term commitments in relation to an accelerated seismic acquisition campaign over the Company's Tapi Aike asset and towards the Company's general working capital requirements.
The Placing
The Company has conditionally raised £8.5 million, before expenses, through the Placing by way of: (i) a placing by Pareto of 38,710,448 new Ordinary Shares at the Placing Price; and (ii) a subscription for 32,474,999 new Ordinary Shares with certain institutions at the Placing Price.
Use of Proceeds
|
Placing (£m) |
Increased near term seismic commitments and associated costs |
6.3 |
Additional working capital |
1.7 |
Estimated transaction costs |
0.5 |
Total |
8.5 |
The Placing Price represents: (i) a discount of 14.8 per cent. to the volume weighted average price per Ordinary Share for the 30 days ended 24 May 2018 of 14.07 pence per Ordinary Share; (ii) a discount of 31.4 per cent. to the placing price at the time of the Company's re-admission to AIM in January 2018 of 17.5 pence per Ordinary Share; and (iii) a discount of 17.2 per cent. to the closing mid-market price per Ordinary Share on 24 May 2018, being the latest practicable date prior to the publication of this announcement.
On 25 May 2018, the Company, Pareto and Smith & Williamson entered into the Placing Agreement pursuant to which Pareto agreed, subject to certain conditions, to use their reasonable endeavours to procure subscribers for the Placing Shares pursuant to the Placing.
The Placing is conditional, inter alia, upon:
(i) compliance by the Company in all material respects with its obligations under the Placing Agreement; and
(ii) Admission having become effective by not later than 8.00 a.m. on 31 May 2018.
Under the Placing Agreement, which may be terminated by Pareto or Smith & Williamson in certain circumstances (including force majeure) prior to Admission, the Company has given certain warranties and indemnities to Pareto and Smith & Williamson concerning, inter alia, the accuracy of the information contained in this announcement.
Application will be made for the Placing Shares to be admitted to trading on AIM market of the London Stock Exchange plc ("AIM"). It is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM on 31 May 2018.
The Placing Shares will rank, on issue, pari passu in all respects with the Company's existing Ordinary Shares. The Placing Shares will be issued free from all liens, charges and encumbrances.
Effect of the Placing
On Admission, the Company's enlarged share capital, as enlarged by the issue of the Placing Shares (the "Enlarged Share Capital"), will consist of 474,939,144 Ordinary Shares. On this basis, the Placing Shares will represent 15.0 per cent. of the Enlarged Share Capital.
Director/PDMR Shareholding
Fiona MacAulay, the Company's Chief Executive Officer, is participating in the Placing, conditionally subscribing for 83,333 Placing Shares. On Admission, Fiona MacAulay will be interested in a total of 83,333 Ordinary Shares representing 0.02 per cent. of the Enlarged Share Capital.
Expected Timetable of Principal Events
Announcement of the Placing |
25 May 2018 |
Admission and commencement of dealings in the Placing Shares |
31 May 2018 |
Placing Shares credited to CREST members' accounts (where applicable) |
31 May 2018 |
Despatch of definitive share certificates for the Placing Shares in certificated form (where applicable) |
15 June 2018 |
1. The dates and times given in this announcement are based on the Company's current expectations and may be subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.
2. All references are to London time unless stated otherwise.
Current Trading and Prospects
In January 2018, Echo completed the acquisition, onshore Argentina, of 50 per cent. interests in each of Fracción C, Fracción D and Laguna De Los Capones concessions and in the Tapi Aike exploration permit and has since initiated its busy 2018 Argentinian work programme.
Following the commencement of a three well workover programme at Fracción D and the announcement of the Company's full year results for the year ended 31 December 2017 in the first half of April 2018, the Company was pleased to confirm the first export cargo of oil from Fracción C and Fracción D on 18 April 2018. Echo's share of the cargo from Q1 2018 share of oil production from Fracción C and Fracción D was approximately 25,000 barrels. Additionally, gas sales during Q1 2018 of 245.1 million standard cubic feet, net to Echo, were sold into the domestic market and a further 81.5 million standard cubic feet produced was utilised in the field for fuel and power. Total sales receipts net to Echo before royalty, tax and operating expenses for Q1 2018 are anticipated to be approximately US$2.7 million.
In May 2018 the Company reported the commencement of drilling of ELM-1004, the first exploration well in a four well back-to-back drilling campaign in the Company's Fracción C asset and, on 18 May 2018 Echo was pleased to announce the successful drilling of ELM-1004.
ELM-1004 was drilled into the Lower Tobífera formation to a total measured depth of 1,760 metres and encountered over 40 metres of gas shows through the Upper Tobífera with gas peaks of over 195,000 ppm and a full distribution of C1 to C5 hydrocarbons, as measured against referenced background gas levels of less than 10,000 ppm outside of the zone.
Pre-drill resources for the ELM-1004 well were calculated on the basis of net pay of 7-11-15m (P90-P50-P10). The determination of net pay from wireline log analysis with the complex mineralogy of the volcanic reservoir was, as normal in the basin, complicated, however initial interpretation computes around 14.5m of net pay within the section, that being towards the upper end of the range and encouraging from a volumetric and value perspective.
A production casing string has been run and cemented in place in anticipation of the arrival of the completion rig, scheduled for June 2018, at which point the well will be tested to determine deliverability of the reservoir.
IMPORTANT INFORMATION
Smith & Williamson Corporate Finance Limited ("Smith & Williamson") is authorised and regulated by the FCA in the United Kingdom and is acting exclusively as nominated adviser to the Company (for the purposes of the AIM Rules for Companies) and no one else in connection with the Placing and Admission. Smith & Williamson will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Smith & Williamson nor for providing advice in relation to the transactions and arrangements detailed in this announcement for which the Company and the Directors are solely responsible and, without limiting the statutory rights of any recipient of this announcement, no liability is accepted by Smith & Williamson for the accuracy of any information or opinions contained in this Announcement or for omissions of any material information for which it is not responsible. Smith & Williamson is not making any representation or warranty, express or implied, as to the contents of this announcement. The responsibilities of Smith & Williamson as the Company's nominated adviser solely for the purposes of the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any Director or to any other person in respect of his decision to invest in the Company in reliance on any parts of this announcement.
Pareto is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no other person in connection with the Placing. Pareto will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Pareto nor for providing advice in relation to the transactions and arrangements detailed in this Announcement for which the Company and the Directors are solely responsible and, without limiting the statutory rights of any person to whom this announcement is issued, no liability is accepted by any of Pareto for the accuracy of any information or opinions contained in this announcement or for the omission of any material information for which it is not responsible. Pareto is not making any representation or warranty, express or implied, as to the contents of this announcement.
The distribution of the Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing the Announcement must satisfy themselves that it is lawful to do so. No action has been taken by the Company or Pareto that would permit an offering of such shares or possession or distribution of the Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession the Announcement comes are required by the Company and Pareto to inform themselves about, and to observe, such restrictions.
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 Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Pareto 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.
The Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in the Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in the Announcement is subject to change without notice and Pareto, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of the Announcement.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND PARETO TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE OF THE EEA TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE OF THE EEA) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86(7) OF THE FSMA; AND (C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY PARETO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PUPROSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
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 ANY MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACITON 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 THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, 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 INFORMAITON CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR 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, 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.
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 possession, any state of the United States and the District of Columbia), Australia, Canada, Japan or 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.
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 Placing 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 or the Japanese Ministry of Finance; the relevant clearances have not bee, 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 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 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.
Persons (including individuals, funds or otherwise) who have chosen to participate in the Placing are deemed to have read and understood this Announcement, including this Appendix, in its entirety and to have made such offer on the terms and conditions, and have provided the representations, warranties, acknowledgements, and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given. In particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) 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 any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Pareto has been given to the offer or resale; or (ii) 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. (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States, unless in the case of this clause (ii), acting with investment discretion for such person or, if such person is a corporation or partnership, the person agreeing to purchase the Placing Shares is an employee of such person authorised to make such purchase;
4. 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 and agreements contained in this Announcement; and
5. it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.
The Company and Pareto will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
Details of the Placing
Pareto has entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out in that agreement, Pareto will agree to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.
The Placing will comprise the placing of the Placing Shares.
The Placing is conditional upon the Placing Agreement becoming unconditional in all respects.
The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares ("Admission") to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 31 May 2018.
Participation in, and principal terms of, the Placing
Pareto are arranging the Placing severally and not jointly or jointly and severally as agents for and on behalf of the Company.
The Placing Price will be a fixed price of 12.0 pence per Placing Share.
Each Placees' allocation will be confirmed orally to Placees by Pareto and a contract note will be despatched as soon as possible thereafter ("Confirmation").
Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such Confirmation) and in accordance with the Company's articles of association. For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Placing Shares to be subscribed for by that Placee regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s).
Each Placee will be required to pay to Pareto , on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to Pareto and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Pareto , to pay to them (or as they may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for. Each Placee will be deemed to have read and understood this Appendix in its entirety, to the participating in the Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. To the fullest extent permitted by law and applicable Financial Conduct Authority ("FCA") rules (the "FCA Rules"), neither (i) Pareto, (ii) any of its respective directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any person connected with Pareto as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in the Placing is 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'.
Completion of the Placing will be subject to the 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 Agreement'. In the event that the Placing Agreement does not otherwise become unconditional in any respect or is terminated, the Placing will not proceed and all funds delivered by the Placee to Pareto in respect of the Placee's participation will be returned to the Placee at the Placee's risk without interest.
By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not otherwise be capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix.
To the fullest extent permissible by law, neither the Company, Pareto, nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Pareto nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Pareto 's conduct of the Placing.
Conditions of the Placing
The obligations of Pareto under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:
(a) the Company having complied with its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission); and
(b) Admission having occurred not later than 8.00 a.m. 31 May 2018 or such later date as the Company, Smith & Williamson and Pareto may agree, but in any event not later than 8.00 a.m. on 15 June 2018.
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing are not fulfilled or waived by Pareto and Smith & Williamson by the respective time or date where specified, (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Each of Pareto and Smith & Williamson in their respective absolute discretion, may waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of Pareto, Smith & Williamson and the Company or any other person 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 they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they 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 Pareto and Smith & Williamson.
Termination of the Placing Agreement
Each of Pareto and Smith & Williamson is entitled at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:
(a) the Company fails, in any material respect, to comply with any of its obligations under the Placing Agreement; or
(b) any of the warranties given by the Company in the Placing Agreement has ceased to be true and accurate in any respect; or
(c) there happens, develops or comes into effect: i) a general moratorium on commercial banking activities in the United Kingdom, the United States or a member state of the EEA declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom which in the good faith opinion of Smith & Williamson and Pareto , makes it impractical or inadvisable to proceed with the Placing ; or ii) the outbreak or escalation of hostilities or acts of terrorism or war; or iii) trading in any securities of the Company has been suspended or limited by the Financial Conduct Authority or the London Stock Exchange or trading generally on a major financial market has been suspended or limited or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by the London Stock Exchange or by such order of any regulatory authority or governmental entity which in the good faith opinion of Smith & Williamson and Pareto, makes it impractical or inadvisable to proceed with the Placing .
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by Pareto and Smith & Williamson of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Pareto and Smith & Williamson and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this announcement (including this Appendix) released by the Company today, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Pareto or any other person and none of Pareto nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the 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 system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the opinion of Pareto, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who are invited to participate in it by Pareto.
Each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placess to Pareto and settlement instructions.
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 that it has in place with Pareto.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Pareto. Settlement should be through Pareto against CREST ID: BA01F. For the avoidance of doubt, Placing allocations will be booked with a trade date of 25 May 2018 and settlement date of 31 May 2018.
The Company will deliver the Placing Shares to the CREST accounts operated by Pareto as agents for the Company and Pareto will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment. The Placing Shares will be held as nominee for the relevant Placee.
It is expected that settlement will take place on 31 May 2018 in respect of the Placing, on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Pareto.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and 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, Placees 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 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 UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) the following:
That it:
1. represents and warrants that it has read this Announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. acknowledges that it has received this Announcement solely for its use and has not redistributed or duplicated it;
3. acknowledges and agrees that no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
4. acknowledges that its participation in the Placing shall also be subject to the provisions of the Placing Agreement and the memorandum and articles of association of the Company in force both before and immediately after Admission;
5. acknowledges that the ordinary shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), 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 Exchange 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;
6. acknowledges that none of Pareto nor the Company nor any of their respective affiliates nor 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 other than this Announcement; nor has it requested any of Pareto, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
7. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Pareto, nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not 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 itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Pareto or the Company or their respective affiliates and none of Pareto nor the Company nor their respective affiliates will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
8. represents and warrants that it if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made generally available;
9. acknowledges that none of Pareto nor any person acting on their behalf nor any of their respective affiliates has or shall have any liability for any publicly available or filed 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;
10. represents and warrants that 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, the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as may be required by the Regulations;
11. if a financial intermediary, as that term is used in Article 3(2) of Ethe Prospectus Directive, represents and warrants that the Placing Shares subscribed for 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 to Qualified Investors, or in circumstances in which the prior consent of Pareto has been given to the proposed offer or resale;
12. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, 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 Financial Services and Markets Act 2000 ("FSMA");
13. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to 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 in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive (Directive 2003/71/EC) (including any relevant implementing measure in any member state);
14. represents and warrants 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 section 21(1) of FSMA does not require approval of the communication by an authorised person;
15. represents and warrants 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;
16. represents and warrants that it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or is a person to whom this Announcement may otherwise be lawfully communicated;
17. acknowledges that any offer of Placing Shares may only be directed at persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and represents and agrees that it is such a qualified investor;
18. represents and warrants that it and any person acting on its behalf is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations, and that its subscription of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise.
19. acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Canadian, Japanese, Australian or South African securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Canada, Japan, Australia or the Republic of South Africa or their respective territories and possessions, except subject to limited exemptions;
20. warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Pareto, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing;
21. acknowledges and agrees that its purchase of Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;
22. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Pareto may in its discretion determine and without liability to such Placee;
23. acknowledges that none of Pareto nor any of their affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Pareto for the purposes of the Placing and that Pareto 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;
24. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of Pareto nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Pareto in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Pareto who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
25. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such 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 and/or Pareto 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;
26. acknowledges that Pareto and its affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Pareto to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
27. agrees to indemnify on an after tax basis and hold the Company, Pareto and their respective affiliates 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 in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
28. represents and warrants that it will acquire any Placing Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
29. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the relevant contract notes 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 conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and Pareto. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing 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 Pareto 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 notify Pareto accordingly;
30. understands that no action has been or will be taken by any of the Company or Pareto or any person acting on behalf of the Company or Pareto that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
31. in making any decision to subscribe for the Placing Shares, confirms 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 confirms that it is experienced in investing in securities of this nature in this sector 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 further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;
32. represents and warrants that it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the Placing Shares; and (d) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Pareto;
33. understands and agrees that it may not rely on any investigation that Pareto or any person acting on its behalf may or may not have conducted with respect to the Company, or the Placing and Pareto has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by Pareto or the Company for the purposes of this Placing;
34. acknowledges and agrees that it will not hold Pareto or any of its affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") and that neither Pareto nor any person acting on behalf of Pareto makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information; and
35. understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly, may not be offered or sold or otherwise transferred in the United States except pursuant to a registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and, in connection with any such transfer, the Company shall be provided, as a condition to transfer, with a legal opinion of counsel, in form and by counsel reasonably satisfactory to the Company, that no such Securities Act registration is or will be required and with appropriate certifications by the transferee as to appropriate matters.
36. if a Placee is purchasing the Placing Shares outside the United States, the Placee (and any person acting on such Placee's behalf) agrees, represents and warrants as follows:
(a) it is aware that the Placing Shares are being offered outside the United States in reliance on Regulation S promulgated under the Securities Act;
(b) it is, at the time of the offer and acceptance of the Placing Shares, outside the United States for the purposes of Regulation S; and
(c) it did not purchase or otherwise acquire the Placing Shares based on or due to directed selling efforts (as defined in Rule 902 under the Securities Act), including based on an advertisement in a publication with a general circulation in the United States, nor has it seen or been aware of any activity that, to its knowledge, constitutes directed selling efforts in the United States.
The foregoing representations, warranties and confirmations are given for the benefit of the Company and Pareto.
In addition, Placees should note that they will be liable for any 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 subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Pareto or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Pareto, any money held in an account with Pareto on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Pareto money in accordance with the client money rules and will be used by Pareto in the course of its own business; and the Placee will rank only as a general creditor of Pareto.
All times and dates in this Announcement may be subject to amendment. Pareto shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is not a guide to future performance and persons needing advice should consult an independent financial adviser.
