13 December 2021 – TheNewswire – Altus Strategies Plc (AIM:ALS), (TSXV:ALTS), (OTC:ALTUF) announces its intention to conduct a placing (the “Placing”) of newly issued ordinary shares of nominal value of £0.05 each (“Ordinary Shares”) in the Company (the “Placing Shares”) to both existing and new institutional investors and a proposed concurrent subscription by its major shareholder, La Mancha Fund SCSp (“La Mancha”), various Altus directors, officers and other investors (the “Subscription” and, together with the Placing, being the "Fundraise") of new Ordinary Shares (the "Subscription Shares" and, together with the Placing Shares, being the “Fundraise Shares”) at a price of 53.5p / C$ 0.90 per Fundraise Share. The Company is seeking to raise approximately US$25 million (approximately £18.8 million) before expenses from the Fundraise. The net proceeds of the Fundraise will be used to acquire a gold focussed portfolio of royalties in Australia and Africa from Newcrest Mining Limited (“Newcrest”) as separately announced by the Company earlier today. The Company is also in advanced discussions for a potential debt facility with established groups for between US$16 million to US$25 million.
BMO Capital Markets Limited (“BMO”) has been appointed as sole bookrunner in connection with the Placing (the “Sole Bookrunner”), Shard Capital Partners LLP (“Shard”) and SP Angel Corporate Finance LLP (“SP Angel”) are acting as lead managers in relation to the Placing (the “Lead Managers”). SP Angel is acting as the Company’s nominated adviser ("Nomad").
Highlights:
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Proposed Fundraise of approximately US$ 25 million with net proceeds to be used to acquire a gold focussed portfolio of royalties in Australia and Africa including cash paying royalties and for general corporate purposes.
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Portfolio of royalties to be acquired for up to US$ 24 million from Newcrest
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Fundraise Shares are offered at a price of 53.5p / C$ 0.90 per share
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BMO is acting as Sole Bookrunner and SP Angel Shard are acting as Lead Managers in respect of the Placing
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La Mancha, Altus directors, officers and other investors intend to participate in the Fundraise
Steve Poulton, Chief Executive of Altus, commented:
“Altus is pleased to have appointed BMO as Sole Bookrunner on the proposed Fundraise to be used to acquire a gold focussed portfolio of up to 24 royalties from Newcrest for up to US$ 24 million. The portfolio includes royalties over two producing gold mines, one near-production gold mine as well as up to 15 development stage projects and six exploration stage projects, with 23 of the royalties being in Australia and one in Côte d’Ivoire.”
The Placing will be conducted in accordance with the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and the Appendix together being this "Announcement") through an accelerated bookbuild process (the "Bookbuild") to be launched immediately following release of this Announcement. The price at which the Fundraise Shares are to be issued (the "Fundraise Price") has been set at 53.5p / C$ 0.90 per Fundraise Share.
Use of Fundraise Proceeds
The Company has also separately announced today that it has agreed to acquire a portfolio of up to 24 royalties over existing producing mines, near-term development projects, and exploration assets in Côte d’Ivoire and Australia from Newcrest (the "Acquisition"). The net proceeds from the Fundraise will be used to fund the Acquisition.
The Placing and the Subscription are not conditional upon completion of the Acquisition. Whilst completion of the acquisition of those royalties not subject to a right of first refusal is expected to occur shortly after Admission, if the Acquisition does not complete, in whole or in part, the Company will use the net proceeds of the Fundraise to partially repay the La Mancha Facility and for future potential royalty acquisitions, investment opportunities and general corporate purposes.
The announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section and the detailed terms and conditions described in the Appendix to this announcement (which forms part of this announcement, such announcement and the Appendix together being this "Announcement").
Details of the Placing
The Placing Shares are being offered by way of the Bookbuild, which will be launched immediately following this Announcement. The final number of the Placing Shares, the timing of the closing of the Bookbuild and allocations are at the absolute discretion of the Sole Bookrunner, in consultation with the Company. A further announcement will be made following the closing of the Placing and Subscription, confirming the final details of the Fundraise.
The Placing is not being underwritten by the Sole Bookrunner or the Lead Managers and is subject to the conditions and termination rights set out in the placing agreement between the Company, the Sole Bookrunner and the Lead Managers (the “Placing Agreement”). Further details of the Placing Agreement can be found in the terms and conditions contained in the Appendix to this Announcement.
Attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this Announcement. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix. In particular, investors should read and understand the information provided in the ‘Important Information’ section of this Announcement.
Details of the Subscription
In conjunction with the Placing, certain Altus directors and officers and La Mancha have indicated that they will be willing to subscribe for Subscription Shares at the Fundraise Price.
Details of the Fundraise
The completion of the Placing and the Subscription is proposed to be conditional upon, inter alia, Admission to trading on AIM (“Admission”) and receipt of conditional approval of the TSX Venture Exchange (“TSX-V”).
The Fundraise Shares will be subject to a four month restriction on resale in Canada (including through the TSX-V).
The Placing Shares will also be offered to Australian professional or sophisticated investors. In addition to the sale of Fundraise Shares in the UK, Canada and Australia, Fundraise Shares may be sold into other countries upon agreement of the Company and the Sole Bookrunner and in compliance with applicable law.
Neither the Fundraise nor the Acquisition require shareholder approval. The Fundraise Shares, if issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on, or in respect of, the Ordinary Shares after the date of issue of the Fundraise Shares.
La Mancha Facility
In August 2021, Altus entered into a US$ 29 million facility with a wholly owned subsidiary of its 35.08% shareholder, La Mancha, of which US$ 29 million has been drawn down. The La Mancha Facility incorporates an automatic prepayment provision which applies to future cash proceeds from equity capital raised by Altus which has been waived in respect of the Fundraise.
Notwithstanding the Fundraise, the La Mancha Facility and interest accrued under the La Mancha Facility is repayable on 17 February 2022. La Mancha has indicated to the Company that in the event that the facility is not repaid on the scheduled maturity date, it will act reasonably in considering a suitable extension. The Company is confident that it will be able to repay the La Mancha Facility on or before it becoming repayable and is in advanced discussions for a potential debt facility with established groups for between US$ 16 million to US$ 25 million.
No break fees, early repayment fees or other fees are payable by Altus to La Mancha, or to any other party, in connection with the La Mancha Facility.
Related Party Transactions
La Mancha, as a substantial shareholder, is a "related party" pursuant to the AIM Rules for Companies and Canadian Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, La Mancha’s proposed participation in the Subscription will constitute a related party transaction pursuant to AIM Rule 13 and MI 61-101 ("Related Party Transaction"). Any subscriptions by Altus’ directors and officers will also constitute related party transactions under MI 61-101. Any subscriptions by the Company’s directors will also constitute a related party transactions under the AIM Rules for Companies. Due to the timing of the Fundraise and Bookbuild, the Company is unable to file a material change report with the appropriate Canadian securities regulators more than 21 days before the closing of the Fundraise.
For further information, you are invited to visit the Company’s website www.altus-strategies.com or contact:
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Altus Strategies Plc Steven Poulton, Chief Executive |
Tel: +44 (0) 1235 511 767 E-mail: [email protected] |
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BMO Capital Markets Limited (Sole Bookrunner) Tom Rider / Pascal Lussier Duquette |
Tel: +44 (0) 20 7236 1010 |
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SP Angel Corporate Finance LLP (Nominated Adviser) Richard Morrison / Adam Cowl |
Tel: +44 (0) 20 3470 0470 |
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SP Angel Corporate Finance LLP (Broker) Grant Barker Rob Rees |
Tel: +44 (0) 20 3470 0471 Tel: +44 (0) 20 3470 0535 |
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Shard Capital (Broker) Isabella Pierre / Damon Heath |
Tel: +44 (0) 20 7186 9927 |
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Yellow Jersey PR (Financial PR & IR) Charles Goodwin / Henry Wilkinson |
Tel: +44 (0) 20 3004 9512 E-mail: [email protected] |
About Altus Strategies Plc
Altus Strategies (AIM: ALS, TSX-V: ALTS & OTCQX: ALTUF) is a mining royalty company generating a diversified and precious metal focused portfolio of assets. The Company’s differentiated approach of generating royalties on its own discoveries in Africa and acquiring royalties globally through financings and acquisitions with third parties, has attracted key institutional investor backing. The Company engages constructively with all stakeholders, working diligently to minimise its environmental impact and to promote positive economic and social outcomes in the communities where it operates. For further information, please visit www.altus-strategies.com.
TSX Venture Exchange Disclaimer
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organisation of Canada accepts responsibility for the adequacy or accuracy of this release.
Market Abuse Regulation Disclosure
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, the Republic of South Africa, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.
No action has been taken by the Company, the Banks or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
Residents in the United Kingdom and the EEA
This Announcement is directed at and is only being distributed to: (a) persons in member states of the European Economic Area (the “EEA”) who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("Qualified Investors"), (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and who (i) have professional experience in matters relating to investments 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 (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc”) of the Order; or; (d) are persons falling within Article 50 ("sophisticated investors") of the Order; or (c) persons to whom it may otherwise be lawfully communicated (each such person in (a), (b), (c) and (d), a "Relevant Person"). This Announcement and the information in it must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement does not itself constitute an offer for sale or subscription of any securities in the Company.
No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with either the Prospectus Regulation or the UK Prospectus Regulation) to be published.
Residents in the United States
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States or to any “US person” (as that term is defined in Regulation S of the US Securities Act), except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Fundraise Shares is being made in the United States or elsewhere.
Residents in Canada
The securities referred to herein have not been and will not be qualified for distribution or distribution to the public under applicable Canadian securities laws and, accordingly, any sale of the securities will be made on a basis which is exempt from the prospectus requirements of such securities laws. The securities referred to herein are not being offered to and may not be purchased by, or for the benefit of, persons resident in Canada except for “accredited investors” within the meaning of that term in National Instrument 45-106 Prospectus Exemptions, of the Canadian securities administrators (“NI 45-106”). The information included in this Announcement is not intended to, and does not, comply with all of the disclosure requirements that would apply under applicable Canadian securities law if the Fundraise was being qualified pursuant to a prospectus filed with the relevant Canadian securities regulatory authorities. The Fundraise Shares will be subject to a statutory restricted resale / hold period in Canada for a period of four months following the closing of the Fundraise.
No securities commission or similar securities regulatory authority in Canada has reviewed or in any way passed upon this Announcement or the contents hereof, or the merits of the Fundraise Shares and any representation to the contrary is an offense under applicable Canadian securities laws.
Residents in the Hong Kong
This announcement has not been reviewed by any regulatory authority in Hong Kong and it has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong Kong, the “CWUMPO”), nor has it been authorised by the Securities and Futures Commission pursuant to the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong, the “SFO”). Accordingly, the Placing shares have not been and will not be offered or sold in Hong Kong, by means of any document other than (i) to ‘professional investors’ (as defined in the SFO and any rules made under that ordinance) or (ii) in other circumstances which do not result in the document being a ‘prospectus’ as defined in the CWUMPO or which do not constitute an offer to the public within the meaning of the CWUMPO. No advertisement, invitation or document relating to the Placing shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Placing shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person to whom Placing shares are issued may sell, or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares. References in this announcement to Hong Kong are to the Hong Kong Special Administrative Region of the People’s Republic of China.
Residents in Australia
This announcement is not a disclosure statement or prospectus prepared in accordance with the Corporations Act 2001 (Cth) ("Corporations Act") and does not purport to be complete nor does it contain all of the information that would be required for a disclosure statement or prospectus. It should be read in conjunction with the Company’s other periodic releases. The Fundraise Shares are only available for subscription by residents in Australia who are ‘sophisticated investors’ within the meaning of section 708(8) of the Corporations Act or ‘professional investors’ within the meaning of section 708(11) of the Corporations Act and who execute a valid subscription agreement. Any person who is not a sophisticated investor or a professional investor should act or rely on this Announcement or any of its contents.
Forward Looking Statements
Certain statements in this Announcement are forward-looking statements with respect to the Company’s expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected financial results, are forward ‐ looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward ‐ looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward ‐ looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company, BMO, Shard Capital and SP Angel expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.
Other Cautions
BMO Capital Markets Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.
SP Angel Corporate Finance LLP, which is authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement. SP Angel Corporate Finance LLP’s responsibilities as the Company’s nominated adviser under 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 to any other person.
Shard Capital Partners LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.
This Announcement is being 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 or on behalf of the Banks (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of any of the Banks and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by any of the Banks and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute a recommendation concerning any investor’s options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company’s shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The Fundraise Shares to be issued pursuant to the Fundraise will not be admitted to trading on any stock exchange other than AIM. The Fundraise Shares will, when issued, form part of the Ordinary Shares currently listed for trading on the TSX-V.
Appendix 1 to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendices) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in Appendix 1 to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix 1 to this Announcement.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (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 any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, each of the Banks 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 Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Appendix 1
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (III) PERSONS WHO FALL WITHIN THE DEFINITION OF "SOPHISTICATED INVESTOR" IN ARTICLE 50 OF THE ORDER, OR (C) IF IN AUSTRALIA, PERSONS WHO ARE SOPHISTICATED OR PROFESSIONAL INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF SECTION 708 OF THE CORPORATIONS ACT 2001 (CTH), OR PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT HAS NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG AND IT HAS NOT BEEN, AND WILL NOT BE, REGISTERED AS A PROSPECTUS UNDER THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG KONG, THE “CWUMPO”), NOR HAS IT BEEN AUTHORISED BY THE SECURITIES AND FUTURES COMMISSION PURSUANT TO THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG, THE “SFO”). ACCORDINGLY, THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE OFFERED OR SOLD IN HONG KONG, BY MEANS OF ANY DOCUMENT OTHER THAN (I) TO ‘PROFESSIONAL INVESTORS’ (AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THAT ORDINANCE) OR (II) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A ‘PROSPECTUS’ AS DEFINED IN THE CWUMPO OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE CWUMPO. NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE PLACING SHARES HAS BEEN OR WILL BE ISSUED, OR HAS BEEN OR WILL BE IN THE POSSESSION OF ANY PERSON FOR THE PURPOSE OF ISSUE, IN HONG KONG OR ELSEWHERE THAT IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO PLACING SHARES THAT ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO PROFESSIONAL INVESTORS (AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THAT ORDINANCE). NO PERSON TO WHOM PLACING SHARES ARE ISSUED MAY SELL, OR OFFER TO SELL, SUCH SHARES IN CIRCUMSTANCES THAT AMOUNT TO AN OFFER TO THE PUBLIC IN HONG KONG WITHIN SIX MONTHS FOLLOWING THE DATE OF ISSUE OF SUCH SHARES. REFERENCES IN THIS ANNOUNCEMENT TO HONG KONG ARE TO THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA.
BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES MAY ONLY BE OFFERED OR SOLD (I) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S"); OR (II) WITHIN THE UNITED STATES TO CERTAIN QUALIFIED INVESTORS IN TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING IN THE UNITED STATES.
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 FUNDRAISE OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, CANADA, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings ascribed to them in Appendix 2.
This Announcement is for information purposes only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States of America (including its territories and possessions, any state of the United States and the District of Columbia)(the “United States”), Canada, Australia, New Zealand, Hong Kong, South Africa or Japan (each a "Restricted Territory") or in any other jurisdiction where such offer or solicitation is unlawful. No public offering of securities will be made in connection with the Placing in the any Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in any Restricted Territory or in any other jurisdiction in which such release, publication or distribution is unlawful. The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, BMO Capital Markets Limited ("BMO”), Shard Capital Partners LLP (“Shard Capital”) and SP Angel Corporate Finance LLP (“SP Angel”) (together the "Banks"), or any of their respective Affiliates, or any of their, or their respective Affiliates’ partners, directors, officers, members, employees, agents or advisers which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by each of the Company and the Banks to inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under either the Prospectus Regulation or the UK Prospectus Regulation, as applicable. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or in any other jurisdiction where such offer or sale is unlawful or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory or in any other jurisdiction where such offer or sale is unlawful.
NOTICE TO CANADIAN INVESTORS
No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and the Banks that such person: (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or distribution; and (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario) (the "OSA").
The Placing Shares are being sold in Canada in reliance on an exemption or exemptions from the requirements to provide the relevant Placees with a prospectus and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the applicable Canadian securities laws will not be available to the relevant Placees. The Placing Shares will be subject to statutory resale (hold) restrictions for a period of four months under the applicable Canadian securities laws and any resale of the Placing Shares must be made in accordance with such resale restrictions or in reliance on an available exemption therefrom. Each Placee is solely responsible (and Company not in any way responsible) for compliance with applicable securities laws in the resale of any Placing Shares.
NOTICE TO AUSTRALIAN INVESTORS
No offer of securities is made pursuant to this Announcement in Australia except to a person who has represented to the Company that such person is a ‘sophisticated investor’ (within the meaning of section 708(8) of the Corporations Act 2001 (Cth) (Corporations Act)) or ‘professional investor’ within the meaning of section 708(11) of the Corporations Act. Any person who is not a sophisticated investor or a professional investor should act or rely on this Announcement or any of its contents.
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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 any Bank or any of their respective Affiliates, nor any of their or their respective Affiliates’ partners, directors, officers, employees, agents or advisers 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 party or its advisers, and any liability therefore is expressly disclaimed.
The Banks are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
None of the Company, the Banks nor their respective Affiliates, nor any of its, or their respective Affiliates’, partners, directors, officers, employees, agents or advisers, makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following the release of this Announcement, the Banks will commence an accelerated bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. The books will open with immediate effect following release of this Announcement. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
The Banks and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.
Details of the Placing Agreement and the Placing Shares
The Banks are acting as placement agents in connection with the Placing. The Banks have entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Banks have agreed, as agents for the Company, severally to use their respective reasonable endeavours to procure Placees for Placing Shares at a price per Placing Share determined as part of the Bookbuild (the "Placing Price") and as set out in the Placing Agreement.
The number of Placing Shares in the Placing and the Placing Price will be determined following completion of the Bookbuild and set out in the term sheet to be entered into between BMO (the “Bookrunner”) and the Company (the "Term Sheet"). The final number of Placing Shares and their allocations will be decided at the close of the Bookbuild. The timing of the closing of the bookbuild will be at the discretion of the Company and the Bookrunner. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the Bookbuild.
In accordance with the terms and subject to the conditions in the Placing Agreement, the Placing is not underwritten and in the event that subscribers are not obtained for all or any of the Placing Shares (being the “Unplaced Shares”) or in the event of a default to make payment by any subscribers procured by the Banks, there will be no obligation on any Bank to subscribe for any Unplaced Shares or defaulted Placing Shares.
In addition, the Company is seeking to raise funds through the issue of the Subscription Shares pursuant to the Subscription. The Subscription is not being underwritten by the Banks or any other person.
The Placing Shares and the Subscription Shares have been or will be duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares and the Subscription Shares will be issued free of any encumbrances, liens or other security interests.
Application for Admission to Trading on AIM and Listing on the TSX-V
Application has been made to the London Stock Exchange plc for the admission of the Placing Shares and the Subscription Shares to trading on AIM (“Admission”). Application has also been made to the TSX Venture Exchange (“TSX-V”) to approve the issuance of the Placing Shares and the Subscription Shares.
It is expected that Admission will take place at 8.00 am on 15 December 2021 (or such later date as may be agreed between the Company and the Bookrunner, provided that such date is no later than 8.00 am on the Long Stop Date).
Participation in, and principal terms of, the Placing
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional in respect of the Placing and not having been terminated in accordance with its terms. The Banks’ obligations under the Placing Agreement with respect to the Placing are conditional on certain conditions, including (without limitation):
If: (i) any of the conditions contained in the Placing Agreement, including (without limitation) those described above, are not fulfilled or (where applicable) waived by the Bookrunner by the relevant time or date specified (or such later time or date as the Company and the Bookrunner may agree, being not later than 8.00 am on the Long Stop Date); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse 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 it in respect thereof.
The Bookrunner may, at its absolute discretion, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions (to the extent that the Bookrunner is permitted to waive such condition pursuant to the Placing Agreement). Any such extension or waiver will not affect Placees’ commitments as set out in this Announcement. The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.
Neither the Bookrunner nor any of its respective Affiliates, nor any of its or their respective Affiliates’ partners, directors, officers, employees, agents or advisers shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or another person 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 it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
The Bookrunner is entitled at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if:
By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after oral confirmation by the Banks following the close of the Bookbuild.
By participating in the Bookbuild, each Placee agrees with the Company and the Banks that the exercise by the Company or the Banks of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Banks or for agreement between the Company and the Banks (as the case may be) and that neither the Company nor either of the Banks need make any reference to, or undertake any consultation with, Placees and that neither they 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) whatsoever in connection with any such exercise.
No prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing or the Placing Shares, and Placees’ commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement and any Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the contract note (referred to in paragraph above under "Participation in, and principal terms of, the Placing") to be provided to individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Banks and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Banks or their respective Affiliates or any other person and none of the Banks nor the Company, nor any of their respective Affiliates 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 (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in making an offer to participate in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Lock-up
The Company has undertaken to the Bookrunner that, between the date of the Placing Agreement and 120 calendar days after Admission, it will not, without the prior written consent of the Bookrunner (such consent not to be unreasonably withheld or delayed), enter into certain transactions involving or relating to the Ordinary Shares, other than pursuant to the Placing, subject to certain customary carve-outs agreed between the Bookrunner and the Company.
By participating in the Placing, Placees agree that the exercise by the Bookrunner of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Bookrunner and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BJ9TYB96) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Banks and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Bank and settlement instructions. It is expected that such contract note will be despatched on or around 14 December 2021 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment for any Placing Shares is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Bank.
The Company will deliver the relevant Placing Shares in accordance with the Placing Agreement, to a CREST account operated by the relevant Bank as agent for the Company and each Bank will enter its delivery (DEL) instruction into the CREST system. The Banks will hold any Placing Shares delivered to this account as nominee for the relevant Placees procured by it. 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.
It is expected that settlement of the Placing Shares will be on 15 December 2021 on a T+1 basis in accordance with the instructions given by the Banks.
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 Barclays Bank PLC as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the Banks 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 shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf. The foregoing is without prejudice to any cause of action the Banks may have against a defaulting Placee.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that thecontract note 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 to as provided below, be so registered free from any liability to United Kingdom stamp duty or United Kingdom stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Banks nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing each prospective Placee (and any person acting on such Placee’s behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be and (or itself and for any such prospective Placee) with each of the Banks (in their capacity as placing agents in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares the following:
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a.“Unless permitted under securities legislation, the holder of this security must not trade the security before [●] 2022.” [Date will be four months and one day after the closing of the Placing
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b.it further acknowledges that the securities represented by the share certificate or DRS confirmation are listed on the TSX-V; however, the securities cannot be traded through the facilities of TSX-V since they are not freely transferable, and consequently any certificate representing such securities is not "good delivery" in settlement of transactions on TSX-V.
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British Columbia Securities Commission |
Alberta Securities Commission
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Ontario Securities Commission |
Autorité des marchés financiers 800, Square Victoria, 22e étage C.P. 246, Tour de la Bourse
Montréal, Québec H4Z 1G3
E-mail: [email protected] |
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each of the Banks (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that none of the Banks or the Company owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents or nominees, direct from the Company for the Placing Shares in question. None of the Company or the Banks will be responsible for any UK stamp duty or UK stamp duty reserve tax or any other transfer taxes (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. None of the Banks nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes ("transfer taxes") or related interest, fines or penalties that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of the United Kingdom. Each 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 transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold the Banks, the Company, their respective Affiliates and any person acting on any of their respective behalf harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that any Banks or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Banks are receiving a fee in connection with their role in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the Banks, any money held in an account with any of the Banks 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 the 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 the Banks’ money in accordance with the client money rules and will be used by the Banks in the course of its own business, and the Placee will rank only as a general creditor of the Banks.
All times and dates in this Announcement may be subject to amendment. Either of the Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.
No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of the Banks and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
If a Placee is a discretionary fund manager, the Placee may be asked to disclose in writing or orally to the Banks the jurisdiction in which the funds are managed or owned.
Each Placee may be asked to disclose in writing or orally to the Banks:
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(a)if he or she is an individual, his or her nationality; or
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(b)if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
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Appendix 2
The following definitions apply throughout this Announcement unless the context otherwise requires:
|
Acquisitions |
means the proposed acquisitions by the Company (or members of its Group) of certain royalties from Newcrest Operations Limited and certain other entities within its group. |
|
Admission |
has the meaning given to in in Appendix 1 of this Announcement. |
|
Affiliate |
has the meaning given in Rule 50I(b) of Regulation D under the US Securities Act or Rule 405 under the US Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings. |
|
AIM |
the AIM Market operated by the London Stock Exchange Plc |
|
AIM Rules |
means the AIM Rules for Companies published by the London Stock Exchange plc. |
|
Announcement |
means this announcement (including its Appendices). |
|
Banks |
means BMO, Shard Capital and SP Angel. |
|
BMO |
means BMO Capital Markets Limited (company number 02928824). |
|
Bookbuild |
means the accelerated bookbuilding process to be commenced by the Banks to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement. |
|
Bookrunner |
means BMO. |
|
Company |
means Altus Strategies plc (company number 10746796). |
|
Corporations Act |
means the Corporations Act 2001 (Austrlia). |
|
CREST |
means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form. |
|
EEA |
means European Economic Area. |
|
EEA Qualified Investor |
means qualified investors as defined in Article 2(e) of the Prospectus Regulation. |
|
Euroclear |
means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales. |
|
Exchange Information |
has the meaning given to in in Appendix 1 of this Announcement. |
|
FCA or Financial Conduct Authority |
means the UK Financial Conduct Authority. |
|
FSMA |
means the Financial Services and Markets Act 2000 (as amended, including any regulations made pursuant thereto). |
|
Group |
means the Company and its subsidiary undertakings. |
|
Information |
has the meaning given to in in Appendix 1 of this Announcement. |
|
Long Stop Date |
means 20 December 2021. |
|
MAR |
means the Market Abuse Regulation (EU) No.596/2014 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018. |
|
Order |
has the meaning given to it in the main body of this Announcement. |
|
Ordinary Shares |
means the ordinary shares of £0.05 each in the capital of the Company. |
|
PCMLTFA |
has the meaning given to in in Appendix 1 of this Announcement. |
|
Placee |
means any person procured by either of the Banks (acting as agents for and on behalf of the Company), on the terms and subject to the conditions of the Placing Agreement, to subscribe for the Placing Shares pursuant to the Placing. |
|
Placing |
has the meaning given to it in the main body of this Announcement. |
|
Placing Agreement |
has the meaning given to it in Appendix I to this Announcement. |
|
Placing Documents |
means any press announcement, presentation materials and any other document published or issued by or on behalf of the Company for the purposes of the Placing or the applications for Admission (including any amendments and supplements to the foregoing). |
|
Placing Price |
means the single price payable to the Banks by all Placees whose bids in the Bookbuild are successful, established through the Bookbuild. |
|
Placing Shares |
has the meaning given to it in the main body of this Announcement. |
|
Prospectus Regulation |
means the Prospectus Regulation (EU) 2017/1129. |
|
Regulations |
has the meaning given to it in Appendix 1 of this Announcement. |
|
Regulation S |
means Regulation S promulgated under the US Securities Act. |
|
Regulatory Information Service |
means a primary information provider that has been approved by the FCA to disseminate regulated information. |
|
Relevant Persons |
has the meaning given to in in Appendix 1 of this Announcement. |
|
Restricted Territory |
means the United States, Canada, Australia, New Zealand, Hong Kong, the Republic of South Africa or Japan. |
|
Shard Capital |
means Shard Capital Partners LLP (registered number OC360394). |
|
SP Angel |
means SP Angel Corporate Finance LLP (registered number OC317049). |
|
Subscribers |
means certain potential investors (who are not Placees) who enter into subscription agreements with the Company. |
|
Subscription |
the conditional subscription by the Subscribers for the Subscription Shares at the Placing Price, further details of which are set out in this Announcement. |
|
Subscription Shares |
the new Ordinary Shares to be subscribed for directly with the Company by the Subscribers. |
|
subsidiary |
has the meaning given to that term in the Companies Act 2006. |
|
subsidiary undertaking |
has the meaning given to that term in the Companies Act 2006. |
|
Target Market Assessment |
has the meaning given to it in the main body of this Announcement. |
|
Terms and Conditions |
means the terms and conditions of the Placing set out in Appendix I to this Announcement. |
|
Term Sheet |
means the term sheet as may be executed by the Company and the Bookrunner. |
|
transfer taxes |
means stamp duty or stamp duty reserve tax or any other similar duties or taxes. |
|
TSX-V |
has the meaning given to it in the main body of this Announcement. |
|
uncertificated or in uncertificated form |
means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST. |
|
UK Prospectus Regulation |
means Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. |
|
UK Qualified Investor |
means qualified investors as defined in Article 2(e) of the UK Prospectus Regulation. |
|
United Kingdom or UK |
means the United Kingdom of Great Britain and Northern Ireland. |
|
United States |
means the United States of America, its territories and possessions, any state of the United States and the District of Columbia. |
|
US Securities Act |
means the U.S. Securities Act of 1933, as amended. |
Unless otherwise indicated in this Announcement, all references to "", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the UK. All references to "U.S.$","$" or "dollars" are to the lawful currency of the United States of America.
**END**
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR") as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR.
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