Colocación y suscripción propuestas
LA COMPAÑÍA CONSIDERA QUE LA INFORMACIÓN CONTENIDA EN ESTE ANUNCIO CONSTITUYE INFORMACIÓN PRIVILEGIADA SEGÚN LO ESTIPULADO BAJO EL REGLAMENTO SOBRE ABUSO DE MERCADO (UE) NO. 596/2014 YA QUE FORMA PARTE DEL DERECHO INTERNO DEL REINO UNIDO DE CONFORMIDAD CON LA LEY DE 2018 (RETIRADA) DE LA UNIÓN EUROPEA, ENMENDADA. CON LA PUBLICACIÓN DE ESTE ANUNCIO A TRAVÉS DE UN SERVICIO DE INFORMACIÓN REGULATORIA, ESTA INFORMACIÓN SE CONSIDERA DE DOMINIO PÚBLICO.
ESTE ANUNCIO, INCLUYENDO LOS APÉNDICES A ESTE ANUNCIO Y LA INFORMACIÓN CONTENIDA EN EL MISMO, ESTÁ RESTRINGIDO Y NO ES PARA PUBLICACIÓN, DIVULGACIÓN O DISTRIBUCIÓN, DIRECTA O INDIRECTA, TOTAL O PARCIAL, EN O HACIA LOS ESTADOS UNIDOS, AUSTRALIA, CANADÁ, JAPÓN , LA REPÚBLICA DE SUDÁFRICA O NUEVA ZELANDA O CUALQUIER OTRA JURISDICCIÓN EN LA QUE SERÍA ILEGAL HACERLO.
ESTE ANUNCIO, INCLUYENDO LOS ANEXOS A ESTE ANUNCIO, ES ÚNICAMENTE CON FINES INFORMATIVOS Y NO CONSTITUYE EN SÍ MISMO UNA OFERTA DE VENTA O SUSCRIPCIÓN DE CUALQUIER VALORES DE LA COMPAÑÍA. THIS ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF ARC MINERALS LTD IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
ESTE ANUNCIO DEBE LEERSE EN SU TOTALIDAD. EN PARTICULAR, DEBE LEER Y COMPRENDER LA INFORMACIÓN PROPORCIONADA EN LOS ANEXOS INCLUYENDO EL ANEXO III QUE CONTIENE LOS TÉRMINOS Y CONDICIONES DE LA COLOCACIÓN.
11 de marzo de 2024
Arc Minerals Ltd.
("Arc Minerals", la "Compañía" o el "Grupo")
Proposed Placing and Subscription to raise approximately £3.5 million and Issue of Warrants
Arc Mineral Limited (AIM:ARC) announces its intention to raise approximately £3.5m (before expenses) through the issue of new ordinary shares of no par value in the capital of the Company (the "Acciones ordinarias") at 1.8p per Ordinary Share (the "Precio de emisión") and the issue of certain Warrants, to subscribers of the new Ordinary Shares in the ratio of one Warrant for each Ordinary Share subscribed for (the "Suma tu empresa"). The net proceeds of the Fundraise will be used to fund Arc's current exploration activities, its potential acquisition strategy, a potential off-market buyback and for general working capital purposes.
The Placing Price represents a discount of approximately 5.3 per cent. to the Closing Price on AIM of 1.9 pence per Ordinary Share on 8 March 2024, being the latest practicable business day prior to the publication of this Announcement.
Resumen
· The Company intends to raise approximately £3.5million, in aggregate, pursuant to the Fundraise (further details outlined below). The allotment and issue of the new Ordinary Shares pursuant to the Fundraise is within the Company's ability to issue shares, pursuant to the Act.
· Certain Directors and senior managers of the Company and other investors have indicated their intention to participate in the Fundraise, by way of a direct subscription with the Company.
· The Company also proposes to issue Warrants to all subscribers in the Fundraise granting rights to subscribe for one additional Ordinary Share for each warrant held in the ratio of one warrant for every one new Ordinary Share issued to such person. The Warrants are exercisable at a price of 3 pence per Ordinary Share during the Warrant Exercise Period.
· The Directors intend that the net proceeds of the Fundraise will be used to fund the Company's exploration activities in Botswana; to fund its potential acquisition strategy (as detailed below), to fund a potential off-market buyback of Ordinary Shares from a significant overseas shareholder and for working capital purposes.
la recaudación de fondos will comprise:
· A placing (the "Colocación") through the issue of new Ordinary Shares (the "Colocación de acciones") at the Issue Price;
· A direct subscription (the "Suscripción") with the Company for new Ordinary Shares (the "Acciones de suscripción"); y
· The issue of Warrants to all subscribers in the Fundraise at the 1:1 ratio described above, such Warrants are exercisable at a price of 3 pence per Ordinary Share during the Warrant Exercise Period.
La Colocación se efectuará mediante un bookbuild acelerado (el "Construcción de libros") at the Issue Price. The Bookbuild will open with immediate effect following the release of this Announcement. A further announcement confirming the closing of the Bookbuild and the number of new Ordinary Shares to be issued pursuant to the Placing and Subscription is expected to be made in due course.
The Placing is subject to the terms and conditions set out in Appendix III to this Announcement. WH Ireland Limited ("WH Irlanda") is acting as bookrunner (the "corredor de libros") en relación con la Colocación.
The following sets out the background to, and the reasons for, the Fundraise and explains why the Directors consider the Fundraise to be in the best interests of the Company and its Shareholders as a whole.
Justificación de la recaudación de fondos
Following the successful completion of a joint venture agreement with a subsidiary of Anglo American plc for the development of its Zambian copper projects (see announcement dated 10 November 2023), the Company is now focusing on its wider interests in Botswana and the potential to acquire new licence areas in Zambia. In Botswana the Company intends to undertake an induced polarization survey and further drilling in 2024. More details of the Company's activities in Botswana are set out in the Company's announcement dated 25 January 2024. At the same time, the Company is looking to acquire new licences areas within the Zambian copper belt, and the Directors have commenced an initial assessment programme to identify potential targets. To date there are approximately three licence areas of interest to the Directors, including one where discussions are at an advanced stage. Whilst there can be no guarantee that any of these conversations will progress, or that any new licences will be acquired, the Directors believe these discussions are indicative of the potential opportunities within the area.
Los Directores también proponen utilizar parte de los ingresos de la recaudación de fondos para emprender una posible recompra fuera del mercado de las Acciones Ordinarias de la Compañía de un importante accionista extranjero (un "Recompra potencial"). Any Potential Buyback would be subject to, amongst other matters, the agreement of commercial terms, and any necessary regulatory and legal approvals. If the Potential Buyback completes it is the Directors' intention that the acquired Ordinary Shares would then be cancelled. The Directors believe that the ability to buy back a specific targeted shareholding in this manner will be beneficial to shareholders as a whole since by executing such a transaction, the Company should be able to ensure that the shares are disposed of in an orderly manner so as to avoid a considerable volume of shares being sold in the market far in excess of normal daily volumes of trades.
Uso de los ingresos
Accordingly, the Company is seeking to raise approximately £3.5m:
· To progress its Botswana exploration programme;
· To assess potential new licence areas in Zambia, and, if a target licence area is identified, to fund the associated due diligence, costs of acquiring the licence and any initial work programmes ("Potential Licence Acquisition Process");
· To undertake the Potential Buyback; and
· For working capital purposes.
The Directors anticipate applying approximately £2,000,000 of the Fundraise to the Potential Licence Acquisition Process and the Potential Buyback. In the event that no new licence areas are identified and/or the Potential Buyback does not progress, all associated funds will be applied for general working capital purposes and to progress work on the Company's Botswana licences.
La colocación
The Placing is being conducted by WH Ireland as Bookrunner in relation to the Placing ("WHI"). A placing agreement has been entered into between the Company and WHI in connection with the Placing (the "Acuerdo de colocación").
The Placing Shares are being offered by way of an accelerated bookbuild (the "Construcción de libros"), which will open with immediate effect following the release of this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement. A further announcement confirming the closing of the Bookbuild and the number of Placing Shares to be issued pursuant to the Placing is expected to be made in due course.
La colocación no está suscrita.
The timing of the closure of the Bookbuild, the number of Placing Shares and the allocation of the Placing Shares between Placees is to be determined at the discretion of the Company and the Bookrunner.
Los miembros del público no son elegibles para participar en la Colocación.
The allotment and issue of the Placing Shares is conditional, inter alia, upon:
· Admission becoming effective by no later than 8.00 a.m. on 25 March 2024 (or such other time and/or date, being no later than 8.00 a.m. on 15 April 2024, as WHI and the Company may agree);
· the conditions in the Placing Agreement in respect of the Placing Shares being satisfied or (if applicable) waived; and
· the Placing Agreement not having been terminated in accordance with its terms prior to Admission.
Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing will not proceed.
The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission, in the case of the Placing Shares. Assuming full take up of the Placing, the Placing Shares will represent approximately 13.6 por ciento. del Capital Social Ampliado.
Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective, and dealing in the Placing Shares will commence, at 8.00 a.m. (London time) on or around 25 de marzo de 2024.
WHI has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that any of the warranties set out in the Placing Agreement are not true and accurate when given or the Company fails to comply with any of its obligations prior to either Admission. WHI may also terminate the Placing Agreement if there has been a material adverse change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction which, in the opinion of WHI, makes it impractical or inadvisable to proceed with the Placing. If this termination right is exercised, or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.
A further announcement will be made following the closure of the Bookbuild, confirming the results of the Placing.
The expected timetable of principal events in connection with the Placing is set out in Appendix I to this Announcement.
Las órdenes
As referred to above, the Company has also agreed to issue Warrants to all subscribers in the Fundraise on the basis of one Warrant for every one new Ordinary Share subscribed for. Such Warrants would be issued following Admission, with each Warrant granting the holder the right to subscribe for one new Ordinary Share. The Warrants are exercisable at a price of 3 pence per Ordinary Share on the earlier of;
· either the date falling 30 days after the 30th consecutive day upon which the Ordinary Shares have traded at price of 4.5 pence or above; or
· the date falling 3 years from the date of the issue of the Warrants.
The issue and validity of the Warrants is conditional upon Admission being effective and occurring on or before the Long Stop Date.
The Warrants may be exercised in whole or in part during the Warrant Exercise Period and are not secured.
The Warrants are in certificated form. There are also provisions in the Warrant Instrument for convening meetings of the holders of Warrants and for modification of rights under the Warrant Instrument.
A copy of the Warrant Instrument is available on the Company's website.
La suscripción
Nicholas von Schirnding and Rémy Welschinger being Directors of the Company, Ian Lynch and Vassilios Carellas being senior management of the Company, and certain other investors have indicated their intention to subscribe for new Ordinary Shares at the Issue Price pursuant to the terms and conditions of subscription letters to be entered into between the relevant Directors and the Company on or about the date hereof.
The Subscription is not part of the Placing and any Subscription Shares would be subscribed pursuant to the terms of subscription agreements between the Company and the relevant subscribers.
Promover details relating to the Subscription, including the total number of new Ordinary Shares subscribed for and the aggregate gross proceeds of the Subscription, will be announced as soon as practicable after closure
of the Bookbuild.
Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix III.
Para más información, por favor póngase en contacto con:
Minerales de arco | +44 0 20 7917 2942 |
Nicholas von Schirnding (presidente ejecutivo) | |
WH Ireland Limited (Nomad y suela Broker) | Tel: + 44 (0) 20 7220 1666 |
Harry Ansell/Katy Mitchell/ Isaac Hooper | |
Shard Capital Partners LLP (agente colocador) | Tel: + 44 (0) 207 186 9957 |
Gareth Burchell / Damon Heath / Simon Niven |
NOTICIAS IMPORTANTES
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy, planned work at the Company's projects and the expected results of such work, mineral grades and mineral reserve and resource estimates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor WH Ireland Limited nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
WH Ireland Limited ("WH Ireland"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on WH Ireland by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, WH Ireland accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Accordingly, WH Ireland disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of WH Ireland as the Company's Nominated Adviser and Broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.
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 may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, 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 have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.
No se está realizando ninguna oferta pública de valores en los Estados Unidos.
Las autorizaciones pertinentes no se han obtenido ni se obtendrán de la comisión de valores de ninguna provincia o territorio de Canadá; no se ha presentado ni registrado ningún folleto ante la Comisión Australiana de Valores e Inversiones, la Autoridad de Mercados Financieros de Nueva Zelanda o el Ministerio de Finanzas japonés; las autorizaciones pertinentes no se han obtenido ni se obtendrán del Banco de la Reserva de Sudáfrica ni de ningún otro organismo aplicable en la República de Sudáfrica en relación con la Colocación de Acciones; y las Acciones de Colocación no han sido ni serán registradas ni ofrecidas de conformidad con las leyes de valores de ningún estado, provincia o territorio de Canadá, Australia, Japón, Nueva Zelanda o la República de Sudáfrica. En consecuencia, las Acciones de Colocación no podrán (a menos que sea aplicable una exención conforme a las leyes de valores pertinentes) ser ofrecidas, vendidas, revendidas o entregadas, directa o indirectamente, en Canadá, Australia, Japón, Nueva Zelanda o la República de Sudáfrica o cualquier otra jurisdicción fuera del Reino Unido o para, o por cuenta o beneficio de, cualquier nacional, residente o ciudadano de Australia, Japón, Nueva Zelanda o la República de Sudáfrica o para cualquier inversor ubicado o residente en Canadá.
No public offering of the Placing Shares is being made in the United States, the United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation, or the UK Prospectus Regulation, (as the case may be) from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
La información de este Anuncio, que incluye cierta información extraída de fuentes públicas, no pretende ser exhaustiva y no ha sido verificada de forma independiente. Este Anuncio contiene declaraciones que son, o pueden ser consideradas, declaraciones a futuro, que se relacionan, Entre otros, a la estrategia, planes y objetivos propuestos por la Compañía. Dichas declaraciones prospectivas implican riesgos conocidos y desconocidos, incertidumbres y otros factores importantes fuera del control de la Compañía (incluidos, entre otros, las condiciones futuras del mercado, los cambios legislativos y regulatorios, las acciones de los reguladores gubernamentales y los cambios en el entorno político, social o marco económico en el que opera la Compañía) que podría causar que el desempeño real o los logros de la Compañía sean materialmente diferentes de dichas declaraciones prospectivas.
The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this Announcement for the purpose 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 price of securities 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 securities. Past performance is no guide to future performance, and persons needing advice should consult an appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States who are Qualified Investors; and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling 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 "Ordenar"); (ii) son personas comprendidas en el artículo 49(2)(a) a (d) ("sociedades de alto valor neto, asociaciones no constituidas en sociedad, etc.") de la Orden; o (iii) son personas a las que de otro modo podría ser comunicada legalmente; (todas esas personas juntas se denominan personas relevantes").
Este Anuncio y los términos y condiciones establecidos en el mismo no deben actuar ni confiar en ellos personas que no sean personas relevantes. Las personas que distribuyan este Anuncio deben asegurarse de que es legal hacerlo. Cualquier inversión o actividad de inversión a la que se relacionen este Anuncio y los términos y condiciones establecidos en este documento está disponible solo para personas relevantes y se realizará solo con personas relevantes.
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 WHI or by any of its 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.
Ninguna declaración en este Anuncio pretende ser un pronóstico o estimación de ganancias, y ninguna declaración en este Anuncio debe interpretarse en el sentido de que las ganancias por acción de la Compañía para los años financieros actuales o futuros necesariamente coincidirían o excederían las ganancias históricas publicadas por participación de la empresa.
Ni el contenido del sitio web de la Compañía ni ningún sitio web accesible por hipervínculos en el sitio web de la Compañía está incorporado o forma parte de este Anuncio.
APÉNDICE I
Calendario esperado de eventos principales
| ||
Anuncio de la Colocación
| 11 de marzo de 2024
| |
Close of Placing and Announcement of the results of the Placing and Subscription
| 11 de marzo de 2024 | |
Admission and commencement of dealing in the Placing Shares and Subscription Shares
| at 8.00 a.m. on or around 25 March 2024 | |
CREST accounts credited in respect of the Placing Shares in uncertificated form
| at 8.00 a.m. on or around 25 March 2024 | |
Despatch of definitive share certificates in respect of the Placing Shares and Subscription Shares to be issued in certificated form and certificates in respect of the Warrants
| dentro de los 14 días posteriores a la admisión |
Each of the times and dates set out in the above timetable and mentioned in this Announcement are subject to change by the Company, in which event details of the new times and dates will be notified to Placees by WHI or by an announcement through a Regulatory Information Service, as the case may be.
APÉNDICE II
Definiciones
The following definitions apply throughout this Announcement, unless the context otherwise requires:
Actúe | the BVI Business Companies Act (No. 16 of 2004) as amended, and includes the regulations made under the Act; |
Admisiones | The Admission of the Placing Shares and Subscription Shares to trading on AIM; |
AIM | AIM, a market of that name operado por el London Stock Exchange; |
Reglas de AIM | the AIM Rules for Companies, as published by the La Bolsa de Londres and amended from time to time; |
Anuncio | this announcement (including the Appendices, which form part of this announcement); |
Junta Directiva or directiva | the directors of the Company or any duly authorised committee thereof; |
Construcción de libros | the accelerated bookbuild to be conducted by WHI pursuant to the Placing Agreement and this Announcement; |
corredor de libros | WH Irlanda |
titulado or en forma certificada | a share or other security not held in uncertificated form (that is, not in CREST); |
Precio de cierre | the closing middle market price of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange; |
Empresa or Minerales de arco | Arc Minerals Ltd, a company incorporated in England and Wales with company number 1396532, whose registered office is at Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, VG 1110; |
CREST
| the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & International Limited, which facilitates the holding and transfer of title to shares in uncertificated form; |
Regulaciones CREST
| las Regulaciones de Valores No Certificados de 2001 (modificado); |
Intereses de depositario | intereses depositarios representativos de las Acciones Ordinarias |
Capital social ampliado | the issued share capital of the Company as enlarged by the issue of the Placing Shares; |
Acciones ordinarias existentes | las 1,233,065,129 Ordinary Shares in issue at the date of this Announcement; |
Reglamento de folletos de la UE | Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 and any relevant implementing measures in any Member State of the European Economic Area; |
Autoridad de Conducta Financiera or FCA | the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part IV of FSMA; |
FSMA | la Ley de Mercados y Servicios Financieros de 2000 (enmendada); |
Grupo procesos | the Company and its subsidiaries; |
Precio de emisión | 1.8p |
La Bolsa de Londres | Bolsa de Valores de Londres plc; |
Acciones ordinarias | ordinary shares of no par value in the capital of the Company; |
Lugares | subscribers for Placing Shares; |
Colocación | the conditional placing of the Placing Shares pursuant to the Placing Agreement; |
Acuerdo de colocación | the conditional agreement dated 11 March 2024 between the Company and WH Ireland in connection with the Placing; |
Colocación de acciones | aproximadamente 194 million Ordinary Shares to be issued pursuant to the Placing following the conclusion of the Bookbuild; |
Información disponible públicamente | any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; |
Inversores calificados | in member states of the European Economic Area, "qualified investors" within the meaning of article 2(e) of the EU Prospectus Regulation, and in the UK, "qualified investors" within the meaning of article 2(e) of the UK Prospectus Regulation; |
Servicio de información reglamentaria | one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information; |
Accionistas | the holders of Ordinary Shares; |
Suscripción | the proposed direct subscription with the Company by certain Directors, advisory board members of the Company and certain other investors for new Ordinary Shares |
no certificado or en forma no certificada | recorded on the register of members of Arc Minerals 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; |
UK or Reino Unido | el Reino Unido de Gran Bretaña e Irlanda del Norte; |
Reglamento de folletos del Reino Unido | the EU Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; |
US$ | dollars, the lawful currency of the United States of America; |
Instrumento de garantía | means the instrument dated on or around the date of this Announcement constituting the Warrants |
Warrants | means the unlisted warrants to be issued, conditional on completion of the Fundraise, to subscribers of Ordinary Shares under the Fundraise, granting to the holders thereof rights to subscribe for new Ordinary Shares exercisable at a price of 3 pence per Ordinary Share during the Warrant Exercise Period in accordance with the terms of the Warrant Instrument.
|
Período de ejercicio de garantía | the earlier of either the date falling 30 days after the 30th consecutive day upon which the Ordinary Shares have traded at price of 4.5 pence or above, or the date falling 3 years from the date of the issue of the Warrants. |
WH Irlanda or WHI | W H Ireland Limited, a company incorporated in England and Wales with company number 02002044 whose registered office is situated at 24 Martin Lane, London EC4R 0DR; and |
£, pounds, penny or pence | sterling, the lawful currency of the United Kingdom. |
APÉNDICE III
Términos y condiciones de la Colocación
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANUNCIO") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY WHI, QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
ESTE ANUNCIO NO ES UNA OFERTA DE VENTA O SUSCRIPCIÓN EN NINGUNA JURISDICCIÓN EN LA QUE DICHA OFERTA, SOLICITUD O VENTA SERÍA ILEGAL BAJO LAS LEYES DE VALORES DE CUALQUIER JURISDICCIÓN. ESTE ANUNCIO NO CONSTITUYE POR SÍ MISMO UNA OFERTA DE VENTA O SUSCRIPCIÓN DE VALORES DE LA COMPAÑÍA. ESTE ANUNCIO NO ES UNA OFERTA O SOLICITUD DE UNA OFERTA DE COMPRA O SUSCRIPCIÓN DE VALORES EN LOS ESTADOS UNIDOS. LOS VALORES MENCIONADOS EN ESTE DOCUMENTO NO HAN SIDO NI SERÁN REGISTRADOS BAJO LA LEY DE VALORES DE LOS ESTADOS UNIDOS DE 1933, Y SUS MODIFICACIONES (LA "LEY DE VALORES"), Y NO PUEDEN OFRECERSE NI VENDERSE EN LOS ESTADOS UNIDOS, EXCEPTO EN CONFORMIDAD CON UNA EXENCIÓN APLICABLE DE , O COMO PARTE DE UNA TRANSACCIÓN NO SUJETA A LOS REQUISITOS DE REGISTRO DE LA LEY DE VALORES. NI LA COMISIÓN DE BOLSA Y VALORES DE LOS ESTADOS UNIDOS NI NINGUNA AUTORIDAD REGULADORA DE VALORES DE NINGÚN ESTADO U OTRA JURISDICCIÓN DE LOS ESTADOS UNIDOS HA APROBADO O DESAPROBADO UNA INVERSIÓN EN LOS VALORES NI TRANSMITIDO O APROBADO LOS MÉRITOS DE LA COLOCACIÓN O LA EXACTITUD O ADECUACIÓN DE LOS CONTENIDO DE ESTE ANUNCIO. CUALQUIER DECLARACIÓN EN CONTRARIO ES UN DELITO PENAL EN LOS ESTADOS UNIDOS. NO SE REALIZA OFERTA PÚBLICA DE VALORES EN LOS ESTADOS UNIDOS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
The distribution of the terms and conditions 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 Bookrunner 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 the terms and conditions 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 these terms and conditions come are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.
These terms and conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
In the United Kingdom, these terms and conditions are being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.
Las autorizaciones pertinentes no se han obtenido ni se obtendrán de la comisión de valores de ninguna provincia o territorio de Canadá; ningún prospecto ha sido presentado o registrado por la Comisión Australiana de Valores e Inversiones o el Ministerio de Finanzas de Japón o el Banco de la Reserva de Sudáfrica; y las Acciones de Colocación no han sido, ni serán, registradas o calificadas para distribución, según corresponda bajo u ofrecidas de conformidad con las leyes de valores de cualquier estado, provincia o territorio de los Estados Unidos, Australia, Canadá, Japón, Nueva Zelanda , o Sudáfrica. En consecuencia, las Acciones de Colocación no pueden (a menos que sea aplicable una exención en virtud de las leyes de valores pertinentes) ser ofrecidas, vendidas, revendidas o entregadas, directa o indirectamente, en o hacia los Estados Unidos, Australia, Canadá, Japón, Nueva Zelanda o el Sur. África o cualquier otra jurisdicción en la que dicha oferta, venta, reventa o entrega sea ilegal.
Reglamento de abuso de mercado
Los sondeos de mercado, tal como se definen en el versión del Reino Unido ("UK MAR") de las Reglamento de abuso de mercado Nº 596/2014 ("EU MAR"), which is part of English law by virtue of the European Union (Withdrawal) Act 2018 (as amended) were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by UK MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
Información a los distribuidores
Únicamente a los efectos de los requisitos de gobernanza de productos contenidos en el Manual FCA de intervención de productos y libro de referencia de gobernanza de productos (las "Reglas de gobernanza de productos del Reino Unido"), y renunciando a toda y cualquier responsabilidad, ya sea que surja por agravio, contrato o de otro tipo, que cualquier "fabricante " (a los efectos de las Reglas de Gobierno de Productos del Reino Unido) puede tener con respecto a esto, las Acciones de Colocación han estado sujetas a un proceso de aprobación del producto, que ha determinado que las Acciones de Colocación son: (i) compatibles con un mercado objetivo final de inversionistas que cumplan con los criterios de clientes profesionales y contrapartes elegibles, cada uno definido en el FCA Handbook Conduct of Business Sourcebook ("COBS"); y (ii) elegible para la distribución a través de todos los canales de distribución según lo permitido por las Reglas de Gobernanza de Productos del Reino Unido (la "Evaluación del mercado objetivo del Reino Unido").
Únicamente a efectos de los requisitos de gobernanza de productos contenidos en: (a) la Directiva de la UE 2014/65/UE sobre mercados de instrumentos financieros, modificada ("MiFID II"); (b) los artículos 9 y 10 de la Directiva Delegada (UE) 2017/593 de la Comisión por la que se complementa MiFID II; y (c) medidas de implementación locales (en conjunto, los "Requisitos de gobernanza de productos de MiFID II"), y renunciando a toda y cualquier responsabilidad, ya sea que surja de un acto extracontractual, contractual o de otro tipo, que cualquier "fabricante" y/o "distribuidor" (para los a efectos de los Requisitos de gobernanza de productos de MiFID II) puedan tener con respecto a los mismos, las Acciones de colocación han estado sujetas a un proceso de aprobación del producto, que ha determinado que las Acciones de colocación son: (i) compatibles con un mercado objetivo final de: (un ) inversores que cumplan los criterios de clientes profesionales y (b) contrapartes elegibles (cada una según se define en MiFID II); y (ii) elegible para la distribución a través de todos los canales de distribución permitidos por MiFID II (la "Evaluación del mercado objetivo de la UE").
Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; such securities offer no guaranteed income and no capital protection; and an investment in such securities 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.
Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, WHI will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; 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.
Cada distribuidor es responsable de realizar su propia evaluación del mercado objetivo con respecto a las Acciones de colocación y de determinar los canales de distribución adecuados.
Las personas (incluidos, entre otros, los nominados y fideicomisarios) que tengan una obligación contractual u otra obligación legal de enviar una copia de este Apéndice o del Anuncio del que forma parte deben buscar el asesoramiento adecuado antes de tomar cualquier medida.
These terms and conditions apply to persons making an offer to acquire Placing Shares and should be read in their entirety. Each Placee hereby agrees with WHI and the Company to be bound by these terms and conditions. A Placee shall, without limitation, become so bound if WHI confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and conditions set out in this Announcement and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.
En este Apéndice, a menos que el contexto requiera lo contrario, "Ubicado" significa una Persona Relevante (incluyendo individuos, fondos u otros) en cuyo nombre se ha otorgado un compromiso para suscribir o adquirir Acciones de Colocación.
Detalles del Acuerdo de colocación y las Acciones de colocación
WHI and the Company have entered into a Placing Agreement, under which WHI has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten by WHI or any other person.
The number of the Placing Shares will be determined following completion of the Placing. The timing of the closing of the Placing and the number and allocation of Placing Shares to Placees and as between the tranches of the Placing, are at the discretion of WHI, following consultation with the Company. Allocations will be confirmed orally or by email by WHI following the close of the Placing. A further announcement confirming these details will then be made as soon as practicable following completion of the Placing.
The Placing Shares will, when issued, be subject to the Artículos, will be credited as fully paid and rank al mismo ritmo en todos los aspectos con las Acciones Ordinarias existentes, incluido el derecho a recibir todos los dividendos y otras distribuciones (si las hubiere) declaradas, realizadas o pagadas con respecto a las Acciones Ordinarias después de la fecha de emisión de las Acciones de Colocación.
Solicitud de admisión a cotización en AIM
Application will be made to the London Stock Exchange for admission to trading on AIM of the Placing Shares. It is expected that settlement of the Placing Shares (via Depositary Interests) and Admission will become effective at 8.00 a.m. on 25 March 2024 and that dealings in the Placing Shares will commence at that time.
Colocación
WHI will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
WHI and the Company shall be entitled to effect the Placing by such alternative method to the Placing as they may, in their discretion, determine.
Los términos principales de la Colocación son los siguientes:
1. WHI is arranging the Placing as agent for, and broker de la compañia.
2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by WHI.
3. The bookbuild, if successful, will establish the number of Placing Shares to be issued at the Placing Price, which will be determined by WHI, in consultation with the Company, following completion of the Placing. The results of the Placing, including the number of Placing Shares, will be announced on a Regulatory Information Service following completion of the Placing.
4. To bid in the Placing, prospective Placees should communicate their bid by telephone to their usual contact at WHI. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe. Bids may be scaled down by WHI on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Placing will be at the discretion of WHI. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares to Placees and as between the tranches of the Placing will be determined by WHI, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by WHI following the close of the Placing and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from WHI will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of WHI and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with WHI's consent, such commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the close of the Placing detailing the results of the Placing and the number of Placing Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, WHI may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. WHI may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.
9. A bid in the Placing will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with WHI's consent, will not be capable of variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or other announcement will be made by WHI or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to 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".
12. All obligations of WHI under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement".
13. 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 be capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable rules of the FCA, neither WHI, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither WHI, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of WHI's conduct of the Placing or of such alternative method of effecting the Placing as WHI and the Company may determine.
15. The Placing is not subject to any minimum fundraising and no element of the Placing is underwritten by WHI or any other person.
16. Each placee will be issued with Warrants granting rights to subscribe for one additional Ordinary Share for each warrant held in the ratio of one warrant for every one new Ordinary Share issued to those placees. The Warrants are exercisable at a price of 3 pence per Ordinary Share during the Warrant Exercise Period.
Condiciones de colocación
La Colocación está condicionada a que el Acuerdo de Colocación sea incondicional y no haya sido rescindido de acuerdo con sus términos.
WHI's obligations under the Placing Agreement are conditional on, Entre otros:
1. the delivery by the Company to WHI of certain documents required under the Placing Agreement;
2. the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;
3. the issue and allotment of the Placing Shares, conditional only upon Admission;
4. Admission becoming effective by no later than 8.00 a.m. on 25 March 2024 or such other date and time as may be agreed between the Company and WHI, not being later than 8.00 a.m. on 15 April 2024 (the "Fecha de parada larga");
5. the Placing Agreement not having been terminated by WHI in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by WHI by the respective time or date where specified (or such later time or date as WHI may notify to the Company, being not later than the Long Stop Date; (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 Placees' 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.
WHI may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for (subject to the Long Stop Date), 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, save that the conditions relating to either Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither WHI nor the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision 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 WHI.
Derecho a rescindir el Acuerdo de colocación
WHI is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, Entre otros:
1. if any of the warranties given in the Placing Agreement are not true and accurate or are misleading in any material respect when given;
2. the Company has failed to comply with its material obligations under the Placing Agreement in the period prior to Admission;
3. any significant change or new matter arises, or is likely to arise, as a result of which any of the conditions set out in the Placing Agreement will not be satisfied or (if possible to be waived) waived by the requisite time and/or date;
4. there has been any material change in, or any development likely to involve a prospective material change in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, assets, rights, results of operations or prospects of any Group Company; or
5. there has been, or is reasonably likely to occur, a material adverse change in national or international monetary, political, financial or economic conditions or currency exchange rates or foreign exchange controls which in the opinion of WHI has a material and adverse effect on the Placing or otherwise render the Placing temporarily or permanently impracticable or inadvisable.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by WHI of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of WHI and that WHI need not make any reference to Placees in this regard and that neither WHI nor any of its respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
Sin Documento de Admisión ni Folleto
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and
Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information. 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 that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or WHI or any other person and neither WHI, 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 and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by WHI, the Company or their respective officers, directors, employees or agents. 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. Neither the Company nor WHI are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registro y liquidación
Following closure of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with WHI, stating the number of Placing allocated to it at the Placing Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by WHI in accordance with the standing CREST settlement instructions which they have in place with WHI.
Settlement of transactions in the Placing Shares via Depositary Interests (ISIN: VGG045791016) following Admission will take place within CREST provided that, subject to certain exceptions, WHI reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
Se espera que la liquidación se lleve a cabo de acuerdo con las instrucciones establecidas en la nota del contrato.
Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing Bank of England base rate as determined by WHI.
Each Placee is deemed to agree that, if it does not comply with these obligations, WHI may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for WHI's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify WHI on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on WHI such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which WHI lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
Si las Acciones de Colocación se van a entregar a un custodio o agente de liquidación, los Placees deben asegurarse de que el formulario de confirmación sea copiado y entregado inmediatamente a la persona relevante dentro de esa organización.
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 or securities transfer tax. Neither WHI nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representaciones, garantías y términos adicionales
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to WHI for itself and on behalf of the Company:
1. that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for 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. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
3. that the exercise by WHI of any right or discretion under the Placing Agreement shall be within the absolute discretion of WHI, and WHI need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against WHI or the Company, or any of their respective officers, directors, employees agents or advisers, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only agreement between it, WHI and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, nor WHI, nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (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 European Economic Area ("EEA") which has implemented the EU Prospectus Regulation or the UK, respectively, other than Qualified Investors or in circumstances in which the prior consent of WHI 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, or the UK respectively, other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect WHI to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that WHI is not acting for it or its clients, and that WHI will not be responsible for providing the protections afforded to customers of WHI or for providing advice in respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares or the Company (if any) that WHI or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of WHI, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US Person as defined in Regulation S under the Securities Act ("Regulation S") and is subscribing for and/or purchasing the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and accordingly the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States except in compliance with the registration requirements of the Securities Act and applicable state securities requirements or pursuant to exemptions therefrom;
10. that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information only;
11. that neither WHI, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
12. that, unless specifically agreed with WHI, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States or any US Person at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States or to any US Person and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, Japan, New Zealand, the Republic of South Africa or a corporation, partnership or other entity organised under the laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa and that it will not (unless an exemption under the relevant securities laws is applicable) offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Australia, Canada, Japan, New Zealand or the Republic of South Africa or to or for the benefit of any person resident in Australia, Canada, Japan, New Zealand, the Republic of South Africa and each Placee acknowledges that the relevant clearances or exemptions are not being obtained from the Securities Commission of any province or territory of Canada, that no prospectus has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission, the Canadian Securities Administrators, the Japanese Ministry of Finance, the Securities Commission of New Zealand or the South African Reserve Bank and that the Placing Shares are not being offered for sale and may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful;
14. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or WHI or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by WHI;
19. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
20. that, unless otherwise agreed by WHI, it is a Qualified Investor;
21. that, unless otherwise agreed by WHI, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
22. 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;
23. that any money held in an account with WHI (or its nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from WHI's (or its nominee's) money in accordance with such client money rules and will be used by WHI in the course of its own business and each Placee will rank only as a general creditor of WHI;
24. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for under the Placing unless and until Admission becomes effective;
27. that it appoints irrevocably any director of either of WHI as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation or financial product advice and that neither WHI nor the Company has considered its particular objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and WHI 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 Company and WHI will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify WHI and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to WHI for itself and on behalf of the Company and will survive completion of the Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or WHI to provide any legal, financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that WHI shall notify it of such amendments;
34. that (i) it has complied with its obligations under the Criminal Justice Act 1993, FSMA and UK MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (information on the Payer) Regulations 2017 (as amended) and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 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 or the United States Department of State; (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 (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to WHI such evidence, if any, as to the identity or location or legal status of any person which WHI may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by WHI on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as WHI may decide in its absolute discretion;
35. that it will not make any offer to the public within the meaning of the EU Prospectus Regulation or the UK Prospectus Regulation of those Placing Shares to be subscribed for and/or purchased by it;
36. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stock, broker o administrador del fondo, confirma que al comprar las Acciones de Colocación, está actuando bajo los términos de uno o más mandatos discrecionales otorgados por clientes privados y no está actuando solo sobre una base de ejecución o bajo instrucciones específicas para comprar las Acciones de Colocación para el cuenta de cualquier tercero;
37. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions 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 or WHI in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to WHI;
39. that WHI owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
40. that WHI may, in its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
41. 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 Placing or the Placing Shares;
42. undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as WHI may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares;
43. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that WHI and/or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum; and
44. that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.
The Company, WHI and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to WHI for itself and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by WHI.
The agreement to settle a Placee's subscription and/or purchase (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 a subscription by it and/or such person direct from the Company for the Placing Shares (via Depositary Interests) in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or WHI 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and WHI in the event that any of the Company and/or WHI have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify WHI accordingly.
Además, los Placees deben tener en cuenta que serán responsables de cualquier impuesto de timbre y todos los demás sellos, emisiones, valores, transferencias, registros, documentales u otros derechos o impuestos (incluidos los intereses, multas o sanciones relacionados con ellos) pagaderos fuera del Reino Unido por ellos o cualquier otra persona en la suscripción o compra por ellos de las Acciones de colocación o el acuerdo por ellos para suscribir o comprar Acciones de colocación.
All times and dates in this Announcement (including the Appendices) may be subject to amendment. WHI shall notify the Placees and any person acting on behalf of the Placees of any changes.
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 WHI or by any of its 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.
RNS puede usar su dirección IP para confirmar el cumplimiento de los términos y condiciones, para analizar cómo interactúa con la información contenida en esta comunicación y para compartir dicho análisis de forma anónima con otros como parte de nuestros servicios comerciales. Para obtener más información sobre cómo RNS y la Bolsa de Valores de Londres utilizan los datos personales que nos proporciona, consulte nuestra Política de privacidad.