Prospex Energy PLC Proposed Placing and Subscription and Retail Offer

RNS Number : 2529Z

Prospex Energy PLC

05 August 2024

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

 

 

Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and Gas

 

5 August 2024

 

Prospex Energy PLC

("Prospex" or the "Company")

 

Proposed Placing and Subscription to raise a minimum of £3.27 million and retail offer for up to £500,000

Fundraising to enable investment in the company owning the Viura Field in Spain

 

Prospex Energy PLC (AIM: PXEN), the AIM quoted investment company focused on European gas and power projects, is pleased to announce that it plans to raise £3.27 million by way of a Placing ("Placing") and Subscription ("Subscription") of 54,500,000 new Ordinary Shares of 0.1p in the Company at a price of 6 pence per share (the "Issue Price").

 

In addition, the Company is proposing a retail offer to existing shareholders for up to 8,333,333 new Ordinary Shares at the Issue Price to raise up to an additional £500,000 (the "Retail Offer", and together with the Placing and Subscription, the "Fundraise"). The Retail Offer may be increased by the board depending on demand.  The proceeds from the Fundraise will be used to execute a transaction in which Prospex will acquire an indirect ownership of the Viura producing gas field in northern Spain (the "Viura Field") amounting to up to 10% as outlined further below.

 

Placing and Subscription

 

The Placing will be through the issue of 7,000,000 new ordinary shares ("Placing Shares") of 0.1p each in the capital of the Company to qualified investors ("Placees") at the Issue Price. The Placing is being made available to certain qualified investors but is not available to the public and will be conducted by way of an accelerated bookbuild ("Bookbuild"), which will open immediately following release of this announcement in accordance with the terms and conditions set out in the Appendix.  The amount of the Placing may be increased depending on demand.  The Bookbuild is being managed by VSA Capital Limited ("VSA") who are acting as sole Broker.

 

HEYCO Energy Group, Inc., ("Heyco Energy") the majority owner of HEYCO Energy Iberia, the owner of 58.7964% of the Viura Field, has indicated their intention to subscribe for 41,666,668 new Ordinary Shares at the Issue Price amounting to £2.5m (the "Heyco Subscription Shares") as part of the Subscription.  Certain existing shareholders have also indicated their intention to subscribe for 5,833,332 new Ordinary Shares at the Issue Price amounting to approximately £350,000 (the "Existing Shareholder Shares", and together with the Heyco Subscription Shares, the "Subscription Shares") as part of the Subscription.

 

In addition certain Directors have indicated that they intend to participate in the Placing for 1,166,665 Placing Shares at the Issue Price amounting in aggregate to approximately £70,000 as detailed below.

 

Retail Offer

 

In addition to the Placing and Subscription, existing shareholders will be given an opportunity to participate in the Retail Offer by subscribing for new Ordinary Shares via the Winterflood Retail Access Platform ("WRAP") to raise up to approximately £500,000 (before expenses) at the Issue Price, to provide existing retail shareholders in the Company an opportunity to participate in the Fundraise.  The Retail Offer may be increased by the board depending on demand.

 

Those investors who subscribe for new Ordinary Shares pursuant to the Retail Offer (the "Retail Shares") will do so pursuant to the terms and conditions of the Retail Offer announcement that will be released immediately following this announcement.

 

Reason for the Fundraise

 

The gross proceeds will amount to £3.27 million of which the Company expects to acquire a minimum of 6% of Heyco Energy Iberia S.L. ("HEI"), which may increase depending on the outcome of the Fundraise.

 

To the extent that the Retail Offer reaches the target fundraising of £500,000, Prospex will invest further into HEI, and in the event that this amount increases Prospex may invest up to a maximum amount of 10% with Prospex responsible for up to 20% of costs for the first 3 years.  In the event an amount less than 10% is acquired the cost responsibility will be pro-rated downwards.  

 

HEI will use the funding from the HEI Investors (defined below) to part fund the new development well: Viura 1B which spudded on 24 June 2024 with drilling ongoing, together with a workover for a water injection test.  Assuming a 10% interest in HEI, Prospex will also be responsible for 20% of the costs of the HEI development programme in 2025 and 2026, estimated at a further £6.85 million, which may be fully or partially funded from new production income.  HEI is a subsidiary of the Heyco Energy Group Inc. of the USA ("Heyco"), which is owned by members of the Yates family of Dallas, Texas.  HEI extracts and sells natural gas in Spain from the Viura gas field (as operator), representing more than 80% of Spain's natural gas production.  HEYCO currently has a 58.7964%   interest in Viura. The other participants in the ownership of the Viura Field Development are Sociedad de Hidrocarburos de Euskadi, S.A. ("SHESA") (owner of the 37.6901% of the Concession) and Oil and Gas Skills, S.A. (owner of the 3.5135% of the Concession). On 5 April 2024, HEI entered into an asset purchase agreement with SHESA for the acquisition of the participation of SHESA in the Viura Field Development which is subject to the fulfilment of certain conditions precedent.

 

The Viura producing gas field onshore in northern Spain has original gas in place of 211 Bcf (6 Bcm) and 2P reserves of 105 Bcf (3 Bcm).  To date just 16 Bcf (0.5 Bcm) of gas has been produced from Viura meaning that the remaining 2P reserves are 90 Bcf (2.5 Bcm).  After this acquisition and the acquisition of SHESA's interest by HEI is complete, Prospex will own approximately up to 10% of HEI of the booked reserves together with the existing and future production and will own up to 10% of the existing production facilities of the Viura gas plant which is connected to the Spanish national grid.

 

Schedule Four Disclosure

 

For the year ended 31 December 2023, HEI's unaudited accounts show revenue of €11,193,219, loss before tax of €1,295,201, and gross assets of €19,936,631 and net assets of €5,931,568.

 

Mark Routh, Prospex's CEO, commented:

"This acquisition marks a very important step in the growth of Prospex.  It adds a third producing gas asset onshore in Europe in a jurisdiction in which we are already present and with a highly respected and competent operator in Heyco Energy.  The acquisition adds proven gas reserves to our portfolio and adds significant new gas production in the very short term. 

 

"Heyco Energy Group Inc in the USA is investing directly into this Prospex placement having undertaken extensive due diligence on the current Prospex assets in Spain and Italy.  This is an important vote of confidence in Prospex's portfolio from a key industry player.  Heyco Energy Group will become the Company's largest shareholder and will be an important strategic investor in Prospex following the fund raise that has been organised by our broker VSA Capital.

 

"With the recent extension of the El Romeral concessions being confirmed by the Spanish regulatory authorities, this positions Prospex as an important energy producer in Spain.  With the five new wells on the El Romeral concessions advancing through the permitting process, Prospex is set to become a significant supplier of energy to the Spanish nation further enhancing its energy security.

 

"In addition to the qualified investors contributing through the Placing and Subscription, I am pleased that we are able to offer our existing retail shareholders an opportunity to contribute to the Fundraise through the Retail Offer.

 

"I look forward to updating shareholders on the exciting results of our participation in the Viura 1B development well drilling which should reach the reservoir target later this month, thus adding another producing gas asset to our portfolio in an exclusive and high value deal."

 

George Yates, CEO of HEYCO Energy, commented:

 

 "Having undertaken an in-depth review of the existing assets of Prospex, we are pleased to become a significant shareholder in the Company and to welcome Prospex as an investor in the Viura field in Spain".

 

* * ENDS * *

 

For further information visit www.prospex.energy or contact the following:

 

Mark Routh	Prospex Energy PLC	Tel: [phone]
Ritchie Balmer Rory Murphy David Asquith	Strand Hanson Limited (Nominated Adviser)	Tel: [phone]
Andrew Monk (Corporate Broking) Andrew Raca / Tommy Jackson (Corporate Finance)	VSA Capital Limited	Tel: [phone] [e-mail]
Ana Ribeiro / Charlotte Page	St Brides Partners Limited	Tel: [phone]

 

Notes

 

Glossary:

scm                        Standard cubic metres

scm/d                   Standard cubic metres per day

MMscm               Million standard cubic metres

Bcm                       Billion standard cubic metres

Bcf                          Billion standard cubic feet

MMscfd               million standard cubic feet per day

MWh                     Mega Watt hour

TTF                         The 'Title Transfer Facility' - a virtual trading point for natural gas in the Netherlands.

 

Qualified Person Signoff

 

In accordance with the AIM notice for Mining and Oil and Gas Companies, the Company discloses that Mark Routh, the CEO and a director of Prospex Energy plc has reviewed the technical information contained herein.  Mark Routh has an MSc in Petroleum Engineering and has been a member of the Society of Petroleum Engineers since 1985.  He has over 40 years operating experience in the upstream oil and gas industry.  Mark Routh consents to the inclusion of the information in the form and context in which it appears.

 

Additional background on the Fundraising

 

In Spain there are only three onshore producing gas fields, El Romeral, Viura and Marismas.  Prospex currently owns a 49.9% share in El Romeral and with this acquisition and HEI's acquisition of SHESA's interest in Viura, the Company will own up to 10% of the Viura concession, depending on the outcome of the Fundraising, through its shareholding in HEI.

 

HEI acquired its interest in the Viura gas field and became operator in 2022.  A new 3D seismic survey was acquired in 2013.  There is one well in production in the field which produces intermittently as water production is managed.  There is a workover planned on an existing well to convert it into a water injection disposal well.  Heyco has permits in place to drill two wells, Viura 1B (currently drilling) and Viura 3B, scheduled in the second half of 2025.  Permits have been submitted to drill a third development well on the concession Viura 3A in the second half of 2025.

 

The Viura 1B well commenced drilling operations on 22 June 2024 - at an estimated gross cost of £20.6 million and is expected to reach the reservoir horizon mid to late August 2024.  The new investors into HEI are funding 50% of the development costs to earn 25% ownership of HEI.  8.291055% of new HEI shares have already been allocated to new US based investors in HEI.  Their investment in HEI is on the same terms, in that they are funding 16.5834% of the development costs to earn a 8.291055% ownership in HEI.  Prospex is funding up to 20% of the development costs of the HEI development programme comprising the current well in 2024 and the proposed 2025/2026 two well drilling programme to earn up to 10% ownership of HEI and indirectly up to 10% of the Viura asset.  The two wells to be drilled in the second half of 2025 are to be funded from revenues from existing and new production from Viura or from new funds if required.  Viura 1B is expected to be generating revenues from production as early as September this year.  The 2025 & 2026 development programme is to be funded by future cash calls or from Phase 1 production or both. 

 

There is a preferred pay-back mechanism for Prospex and all participants (including HEGI and new investors) of new investment in HEI, the ("HEI Investors"). The HEI Investors will enjoy a 10% interest on their capital investment from the existing and future production from Viura.  Until the HEI Investors have recovered their full capital commitments, plus the 10% preferred return, Heyco Energy Group will not receive production income on their other 50% ownership of HEI over and above operating expenses and an allowance for Spanish taxes and royalties.  The three phase, three-year Viura development programme is estimated to cost a total of £55.4 million ($70.4 million).  Heyco Energy Group is funding over 50% of that programme and the new HEI Investors are funding nearly 50% through their interest in the HEI company which earns them nearly an indirect 25% ownership of the Viura asset (up to net 10% to Prospex, depending on the outcome of the Fundraising). 

 

Prospex's share of the 2025 development programme is estimated at £10.9 million.  This figure will be reduced by the preferred payback mechanism from current and future Viura production.  Based on a conservative gas price assumption of €31/MWh Prospex estimates that this figure will be reduced to ~£3.3 million by May 2025 when the cash call is due for the 2025 drilling campaign.  If the gas prices achieved in the coming year are higher than €31/MWh then the requirement for further funding is reduced or even negated.  (N.B. The TTF current gas price is ~€35/MWh.)

 

Further details of the Placing and Subscription

 

It is expected that the Placing will result in the issue of a minimum of 7,000,000 new Ordinary Shares and the Subscription will result in the issue of 47,500,000 new Ordinary Shares, in each case at the Issue Price. Together the Placing and the Subscription will raise a minimum of £3.27 million before expenses for the Company.

 

The Issue Price represents a discount of approximately 8.3 per cent. to the closing middle market price of 6.5 pence per Ordinary Share on 2 August 2024, being the latest closing price prior to this Announcement.

 

The Company will privately offer the Subscription Shares to HEYCO Energy Group, Inc. and a limited number of entities and individuals both within and outside of the United Kingdom, under applicable regulatory exemptions as appropriate.

 

Pursuant to a placing agreement dated 5 August 2024 between VSA Capital and the Company (the "Placing Agreement"), VSA Capital have conditionally agreed, as agent on behalf of the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares and Subscription Shares.

 

The Placing is subject to the terms and conditions set out in the Appendix to this Announcement. VSA capital will commence the Bookbuild in respect of the Placing immediately following the release of this Announcement. The final number of Placing Shares and Subscription Shares will be determined at the close of the Bookbuild and will be announced as soon as practicable thereafter.

 

The timing of the closing of the Bookbuild, the number of new Ordinary Shares to be issued pursuant to the Placing and Subscription and allocations among subscribers are at the absolute discretion of VSA Capital, in consultation with the Company and may be increased depending on demand.  A further announcement confirming the final details of the Placing and Subscription will be made following the closing of the Bookbuild. VSA Capital reserve the right to close the Bookbuild without further notice. The Placing and Subscription is being undertaken on a reasonable endeavours basis and is not being underwritten.

 

The new Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares including, without limitation, the right to receive all dividends and other distributions declared, made or paid on or after the date of issue.

 

The Placing, Subscription and Retail Offer are not conditional on the passing of resolutions at a General Meeting.

 

Director participation

 

Bill Smith (Non-Executive Chairman), Alasdair Buchanan (Non-Executive Director) and Andrew Hay (Non-Executive Director) are intending to participate in the Placing as follows:

Director	Amount (£)	Shares
Bill Smith	24,999.96	416,666
Alasdair Buchanan	24,999.96	416,666
Andrew Hay	19,999.98	333,333
Total	69,999.90	1,166,665

 

Related Party Transaction

The participation in this Placing by certain Directors of the Company, constitutes a related party transaction under the AIM Rules.

 

Mark Routh as the sole director who is not subscribing in the Placing and who is therefore independent of the issue of the Placing Shares to those participating Directors is satisfied that the terms of the participation by the other Directors of the Company is fair and reasonable, having consulted with the Company's nominated adviser, Strand Hanson Limited, insofar as the Company's shareholders are concerned according to AIM Rule 13 - 'related party transaction'.

 

Admission to AIM

 

Application will be made to the London Stock Exchange plc for admission of the Placing Shares and the Subscription Shares to trading on AIM, subject to completion of the Bookbuild ("First Admission"). The First Admission is expected to occur on or around 12 August 2024 or such later time and/or date as VSA Capital and the Company may agree (being in any event no later than 8.00 a.m. on 31 August 2024).

 

Application will be made to the London Stock Exchange plc for admission of the Retail Shares to trading on AIM ("Second Admission"), subject to completion of the Placing and the Subscription.

 

The times and dates set out throughout this Announcement may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised times and dates which will also be notified to the London Stock Exchange and, where appropriate, shareholders of the Company. Shareholders of the Company may not receive any further written communication.

 

References to times in this Announcement are to the time in London, UK unless otherwise stated.

 

IMPORTANT NOTICES

 

Notice to Distributors

 

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the district of Columbia (collectively, the "United States").  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 U.S. Securities Act of 1933, as amended.  No public offering of securities is being made in the United States.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained within chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK 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 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 chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK 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 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 UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, VSA Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.

 

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of chapters 9A or 10A respectively of the 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 Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

 

EU Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). The Ordinary Shares are not appropriate for a target market of investors whose objectives include no capital loss.  Notwithstanding the 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; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital projection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, VSA Capital will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

 

Forward Looking Statements

 

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", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' beliefs or current expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

 

Notice to overseas persons

 

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

 

This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in  the United States, Australia, Canada, Japan,  the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.  Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

 

General

 

Certain information in this announcement has been provided by Heyco as majority owner of HEI.  This information has not previously been publicly published and has not been independently verified by either of Heyco or HEI and no representation, warranty, assurance or undertaking, express or implied, is or will be made and no responsibility or liability is or will be accepted by Heyco, HEI or any of their respective affiliates in respect of such information.  The Company has reviewed such information and believes it reasonable to place reliance on such information, based on the work it has undertaken.

 

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) or any previous Announcement made by the Company is incorporated into, or forms part of, this announcement.

 

This Announcement has been issued by, and is the sole responsibility of, the Company. 

 

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser to the Company in connection with the Placing and the Subscription. Strand Hanson will not be responsible for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Strand Hanson has not authorised the contents of, or any part of, this announcement, no representation or warranty, express or implied, is made by Strand Hanson in respect of such contents, and no liability whatsoever is accepted by Strand Hanson for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Strand Hanson for its own fraud. Strand Hanson'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.

 

VSA Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as sole Broker to the Company in connection with the Placing and the Subscription. VSA Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of VSA Capital or for providing advice to any other person in connection with the Placing, the Subscription or any acquisition of shares in the Company. VSA Capital is not making any representation or warranty, express or implied, as to the contents of this Announcement. VSA Capital has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by VSA Capital for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of VSA Capital for its own fraud.

 

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that the 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.

 

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information.

 

The new Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

 

The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Bookbuild, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and/or written legally binding offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement (including the Appendix ) in its entirety, to be making or accepting such offer on the terms and subject to the conditions of the Placing set out in this Announcement and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in the Appendix.

 

The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

 

 

APPENDIX

 

TERMS AND CONDITIONS OF THE PLACING AND BOOKBUILD

 

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

 

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT (TOGETHER, THIS "ANNOUNCEMENT") AND THE INFORMATION IN THE ANNOUNCEMENT ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION"), AND WHO: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

 

NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTIONS OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW AND 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 THE SALE OR SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.

 

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION (OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS) IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, TAX, FINANCIAL, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES. THE PRICE OF 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 DISPOSAL OF SUCH PLACING SHARES.

 

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or Regulation (EU) 2017/1129, as amended (the "EU Prospectus Regulation"), as appropriate.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not require the approval of the relevant communication by an authorised person.

 

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the EEA.

 

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part of it) should seek appropriate advice before taking any action.

 

This Announcement should be read in its entirety. In particular, any prospective subscriber for Placing Shares (a "Placee") should read and understand the information provided in the "Important Notices" section of this Announcement.

 

By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety (including this Appendix), to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in this Announcement (including this Appendix) and to be providing the representations, warranties, undertakings, agreements, acknowledgements and indemnities contained in this Announcement (including this Appendix).

 

Save where defined in this Appendix, capitalised terms shall have the same meaning as those given in the Announcement.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

 

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

 

1.      it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

 

2.      in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(a)      it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and

(b)      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 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 the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of VSA Capital Limited ("VSA Capital") has been given to the offer or resale; or

(ii)       where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

 

3.      in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:

(a)      it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and

(b)      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:           

(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 a Relevant State other than Qualified Investors or in circumstances in which the prior consent of VSA Capital has been given to the offer or resale; or

(ii)    where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

 

4.      it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, undertakings, agreements, acknowledgements and indemnities contained in this Announcement;

 

5.      it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement; and

 

6.      except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

 

The Company and VSA Capital will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, agreements and acknowledgements. Each Placee hereby agrees with VSA Capital and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be allotted and issued. A Placee shall, without limitation, become so bound if VSA Capital confirms (orally or in writing) to such Placee its allocation of Placing Shares.

 

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to subscribe for the number of Placing Shares allocated to it at the Issue Price 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.

 

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 prospectus or other offering document has been or will be submitted to be approved by the UK's Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the information contained in this Announcement and the announcement of the results of the Placing (the "Result of Placing Announcement") (together, the "Placing Documents") and any information publicly announced through a regulatory information service ("RIS") by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the trade confirmation sent to Placees.

 

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of VSA Capital or the Company or any other person and none of VSA Capital, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). 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.

 

No Placee should consider any information in this Announcement to be legal, financial, tax or business advice. Each Placee should consult its own legal adviser, tax adviser, financial adviser and business adviser for legal, tax, financial and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Details of the Placing Agreement and the Placing Shares

 

VSA Capital is acting as sole Broker in connection with the Placing and has entered into a placing agreement with the Company (the "Placing Agreement") under which, on the terms and subject to the conditions set out in the Placing Agreement as agent for and on behalf of the Company, has  agreed to use its reasonable endeavours to procure Placees for the Placing Shares and the Subscription Shares. The Placing and Subscription is not being underwritten.

 

The price per Ordinary Share at which the Placing Shares are to be placed is 6 pence. The timing of the closing of the book and allocations are at the discretion of VSA Capital, in consultation with the Company.

 

By participating in the Placing, Placees agree to subscribe for Placing Shares. The Placing will be for 7,000,000 Placing Shares. These will be allotted and issued within the Directors' existing authorities to allot and issue Ordinary Shares in the Company on a non-pre-emptive basis.

 

 Placees' participation in the Placing will be at the absolute discretion of VSA Capital, in consultation with each Placee and the Company.

 

The Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid up and will be issued subject to the Articles of Association of the Company and 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 on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.

 

Application for admission to trading on AIM

Application will be made to the London Stock Exchange plc for admission of the Placing Shares to trading on AIM.

 

It is expected that admission to trading on AIM of the Placing Shares and the Subscription Shares will occur at 8.00 a.m. on 12 August 2024 (or such later time or date as VSA Capital may agree with the Company, being no later than 8.00 a.m. on 31  August 2024) and that dealings in the Placing Shares and the Subscription Shares on AIM will commence at that time.

 

Bookbuild

VSA Capital will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). 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.

 

VSA Capital and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

 

Participation in, and principal terms of, the Placing

1.       VSA Capital is acting as sole Broker to the Placing, as agent for and on behalf of the Company, on the terms and subject to the conditions of the Placing Agreement. Strand Hanson is acting as nominated adviser to the Company in connection with the Placing and Admission. Each of VSA Capital and Strand Hanson are authorised and regulated entities in the United Kingdom by the FCA and are acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company in relation to the matters described in this Announcement.

 

2.       Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by VSA Capital. VSA may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.

 

3.       Following a successful completion of the Bookbuild, the Company will confirm the closing of the Placing via the Result of Placing Announcement.

 

4.       To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at VSA Capital. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by VSA Capital on the basis referred to in paragraph 6 below. VSA Capital reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the absolute discretion of VSA Capital, subject to agreement with the Company.

 

5.       The Bookbuild is expected to close at or around 9.00am on 6 August 2024 but may be closed earlier or later at the discretion of VSA Capital. VSA Capital may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of VSA Capital) to vary the number of shares to be issued pursuant to the Placing, in its absolute discretion.

 

6.       Allocations of the Placing Shares will be determined by VSA Capital after consultation with the Company (and in accordance with VSA Capital's allocation policy as has been supplied by them to the Company in advance of such consultation). Placees' participation in the Placing will be at the absolute discretion of VSA Capital, in consultation with each Placee and the Company. Allocations will be confirmed orally by VSA Capital to Placees and a trade confirmation will be despatched as soon as possible thereafter. VSA Capital's oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of VSA Capital and the Company, to subscribe for the number of Placing Shares allocated to it and to pay the Issue Price in respect of each such share on the terms and conditions set out in this Appendix and in accordance with the Articles of Association of the Company. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with VSA Capital's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

 

7.       Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.

 

8.       Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for/purchased pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

 

9.       All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

 

10.    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.

 

11.    To the fullest extent permissible by law, none of VSA Capital, Strand Hanson, the Company nor any of their respective affiliates, agents, directors, officers, employees or advisers shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of VSA Capital, Strand Hanson, the Company, nor any of their respective affiliates, agents, directors, officers, employees or advisers shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the conduct of the Placing or of such alternative method of effecting the Placing as VSA Capital and the Company may agree.

 

12.    The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out in this Appendix will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or VSA Capital's conduct of the Placing.

 

Conditions of the Placing

The Placing is conditional, amongst other things, upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. VSA Capital's obligations under the Placing Agreement are conditional on certain  conditions (the "Conditions"), including (amongst others):

 

1.    the Placing Agreement not having been terminated prior to Admission;

 

2.    Admission having occurred not later than 8.00 a.m. on 12 August 2024 or such later date as the Company and VSA may agree, but in any event not later than 8.00 a.m. on 31 August 2024 (the "Long Stop Date");

 

3.    the Subscription Letters having been executed by the parties to them and becoming unconditional in all respects (save for Admission) and not having lapsed or been breached, varied or terminated;

 

4.    the Result of Placing Announcement having been released to the London Stock Exchange no later than 7.00 a.m. on the Business Day after the date of the Placing Agreement; and

 

5.    the Company having complied with its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission (in the sole opinion of VSA Capital, acting in good faith);

 

VSA Capital may, at its absolute discretion, and on such terms as it considers appropriate, waive or extend the time for fulfilment of all or any part of any of the Conditions (to the extent that VSA Capital is permitted to waive such Condition pursuant to the Placing Agreement).

 

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by VSA Capital by the relevant time or date specified (or such later time or date as VSA Capital may agree with the Company, being no later than 8.00 a.m. on 31  August 2024); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares that has not been unconditionally issued at such time shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

 

Neither VSA Capital, 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 VSA Capital.

 

Right to terminate under the Placing Agreement

VSA Capital is entitled, at any time before Admission of the Placing Shares, to terminate the Placing Agreement in relation to the Placing Shares that has not at that time been unconditionally issued in accordance with its terms in certain circumstances, including (amongst other things):

1.     the Company has failed in any material respect to comply with its obligations under the Companies Act, the City Code (to the extent applicable), FSMA or the AIM Rules in relation to the Placing and/or the Subscription;

2.     any statement contained in the Placing Documents is in VSA Capital's reasonable opinion, untrue, incorrect or misleading in any material respect;

3.     the subscribers of the Subscription Shares have failed or will be unable to comply in any material respect with any of their obligations under the subscription letters to which they are party;

4.     a subscription letter has been terminated or is otherwise no longer in full force and effect;

5.         there has been a breach of any of the Warranties or any other obligations on the part of the Company under the Placing Agreement which in VSA Capital's reasonable opinion it considers to be material in the context of the Placing and/or the Subscription; and .

6.     any of the Warranties was not materially true or accurate, or was misleading in any material respect when given or deemed given or at any time if they were to be repeated (by reference to the facts and circumstances in each case then existing) would no longer be true and accurate, or would be misleading.

 

Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement in relation to the Placing Shares that have not been unconditionally issued at such time, subject to certain exceptions.

 

By participating in the Placing, each Placee agrees that (a) the exercise by VSA Capital of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of VSA Capital 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 or failure to so exercise, and (b) its rights and obligations terminate only in the circumstances described above under "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after oral confirmation by VSA Capital of the allocation and commitments following the close of the Bookbuild.

 

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BMFZVZ53) following Admission will take place within the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & International Limited ("CREST"), subject to certain exceptions. VSA Capital reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that it may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

 

Following the close of the Bookbuild, each Placee shall be allocated Placing Shares in the Placing and will be sent a trade confirmation stating the number of Placing Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with VSA Capital.

 

The Company will deliver (or will procure the delivery of) the Placing Shares to a CREST account operated by the receiving agent, Neville Registrars Limited, or as VSA Capital may otherwise direct as agent for the Company and VSA Capital will enter delivery instructions into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

 

It is expected that settlement in respect of the Placing Shares will take place on 12 August 2024 on a delivery versus payment basis.

  

Each Placee is deemed to agree that, if it does not comply with these obligations, VSA Capital may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for VSA Capital's account and benefit, an amount equal to the aggregate amount owed by that Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax ("SDRT") or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

 

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued 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 SDRT. If there are any circumstances in which any stamp duty or SDRT or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or SDRT is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither VSA Capital or the Company shall be responsible for payment thereof.

 

Representations, warranties, undertakings and acknowledgements

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with VSA Capital (in its capacity as sole Broker and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:

 

1.      it has read and understood this Announcement (including this Appendix) in its entirety and 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 in this Announcement (including this Appendix) and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing, the Company, the Placing Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;

 

2.      the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and EU Market Abuse Regulation (EU/596/2014) as it forms part of UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended)("MAR"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

 

3.      to be bound by the terms of the Articles of Association of the Company;

 

4.      the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither of VSA Capital nor the Company will be responsible for any liability to stamp duty or SDRT or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify VSA Capital and the Company on an after-tax basis in respect of any Indemnified Taxes;

 

5.      neither VSA Capital nor any of their respective affiliates, agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;

 

6.      time is of the essence as regards its obligations under this Appendix;

 

7.      any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to VSA Capital;

 

8.      it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such documents to any person;

 

9.      it has not received (and will not receive) a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document (a) is required under the UK Prospectus Regulation or other applicable law; and (b) has been or will be prepared in connection with the Placing;

 

10.   in connection with the Placing, either of VSA Capital and any of its affiliates acting as an investor for its own account may subscribe for Placing Shares and in that capacity may retain, purchase or sell for its own account such Placing Shares and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares to VSA Capital or any of their respective affiliates acting in such capacity;

 

11.   VSA Capital and its respective affiliates may enter into financing arrangements and swaps with investors in connection with which either VSA Capital or any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;

 

12.   VSA Capital does not intend to disclose the extent of any investment or transactions referred to in paragraphs 10 and 11 above otherwise than in accordance with any legal or regulatory obligation to do so;

 

13.   VSA Capital does not owe any fiduciary or other duties to any Placee in respect of any discretions, obligations, representations, warranties, undertakings or indemnities in the Placing Agreement;

 

14.   its participation in the Placing is on the basis that it is not and will not be a client of VSA Capital in connection with its participation in the Placing and that VSA Capital does not have any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any discretions, obligations, representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

 

15.   the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company (and such other persons specifically identified as accepting responsibility to certain parts thereto (if any)) and neither VSA Capital nor any of its affiliates nor their respective agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, the Placing Documents, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

 

16.   Certain information in this announcement has been provided by Heyco as majority owner of HEI.  This information has not previously been publicly published and has not been independently verified by either of Heyco or HEI and no representation, warranty, assurance or undertaking, express or implied, is or will be made and no responsibility or liability is or will be accepted by Heyco, HEI or any of their respective affiliates in respect of such information.  Further, whilst the Company has reviewed such information and believes it reasonable to place reliance on such information, such information has not been independently verified by the Company;

 

17.   the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents or any Publicly Available Information (save that, in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 16), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;

 

18.   it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by either VSA Capital nor the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;

 

19.   neither VSA Capital nor the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested either of VSA Capital or the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;

 

20.   neither VSA Capital nor the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

 

21.   it may not rely, and has not relied, on any investigation that VSA Capital  or any of its affiliates or any person acting on its behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and no such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;

 

22.   in making any decision to subscribe for Placing Shares it:

(a)    has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the Placing Shares;

(b)    will not look to VSA Capital for all or any part of any such loss it may suffer;

(c)    is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;

(d)    is able to sustain a complete loss of an investment in the Placing Shares;

(e)    has no need for liquidity with respect to its investment in the Placing Shares;

(f)    has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and

(g)    has conducted its own due diligence, examination, investigation and assessment of the Company and its group, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

 

23.   it is subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, confirmations, undertakings, representations, warranties and agreements contained in this Appendix;

 

24.   it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:

(a)    duly authorised to do so and has full power to make the acknowledgments, representations and agreements in this Announcement on behalf of each such person; and

(b)    will remain liable to the Company and/or VSA Capital for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

 

25.   it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in either of VSA Capital or the Company or any of their respective affiliates and its and their directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

 

26.   where it is subscribing for Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account;

 

27.   it irrevocably appoints any duly authorised officer of  VSA Capital as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe for upon the terms of this Appendix;

 

28.   the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the Restricted Jurisdictions, or any state, province, territory or jurisdiction thereof;

 

 

29.   the Placing Shares may not be offered, sold, or delivered, directly or indirectly, in or into the Restricted Jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company or either of VSA Capital or any person acting on behalf of the Company or either of VSA Capital that would, or is intended to, permit a public offer of the Placing Shares in the Restricted Jurisdictions or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

 

30.   no action has been or will be taken by any of the Company or VSA Capital or any person acting on behalf of the Company or VSA Capital that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

 

31.   unless otherwise specifically agreed with VSA Capital, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, a Restricted Jurisdiction;

 

32.   it may be asked to disclose in writing or orally to VSA Capital:

(a)    if he or she is an individual, his or her nationality; or

(b)    if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

 

33.   it is, and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act of 1933, as amended ("US Securities Act");

 

34.   it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

 

35.   it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

 

36.   it understands that the Company has not undertaken to determine whether it will be treated as a passive foreign investment company ("PFIC") for US federal income tax purposes for the current year, or whether it is likely to be so treated for future years and neither the Company nor VSA Capital makes any representation or warranty with respect to the same. Accordingly, neither the Company nor VSA Capital can provide any advice to United States investors as to whether the Company is or is not a PFIC for the current tax year, or whether it will be in future tax years. Accordingly, neither the Company nor either of VSA Capital undertakes to provide to United States investors or shareholders any information necessary or desirable to facilitate their filing of annual information returns, and United States investors and shareholders should not assume that this information will be made available to them;

 

37.   if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

 

38.   it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

 

39.   if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of VSA Capital has been given to each proposed offer or resale;

 

40.   if in the United Kingdom, that it is a person (a) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (b) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (c) to whom it may otherwise lawfully be communicated;

 

41.   if in the United Kingdom, unless otherwise agreed by VSA Capital, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

 

42.   it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

 

43.   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 and it acknowledges and agrees that the Placing Documents have not and will not have been approved by either of VSA Capital  in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

 

44.   it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in FSMA and MAR) in respect of anything done in, from or otherwise involving, the United Kingdom);

 

45.   if it is a pension fund or investment company, its subscription for/purchase of Placing Shares is in full compliance with applicable laws and regulations;

 

46.   it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR, the EU Market Abuse Regulation 596/2014 and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA 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;

 

47.   in order to ensure compliance with the Regulations, VSA Capital (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to VSA Capital or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at VSA Capitals' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at VSA Capitals' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify each of VSA Capital (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either of VSA Capital and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

 

48.   the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or SDRT liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

 

49.   it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out in this Announcement, failing which the relevant Placing Shares may be placed with other subscribers or sold as VSA Capital 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 relevant Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, SDRT or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;

 

50.   any money held in an account with VSA Capital on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from VSA Capitals' money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

 

51.   its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that either of VSA Capital or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

 

52.   Neither VSA Capital nor any of its affiliates, nor any person acting on behalf of them, is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and VSA Capital is not  acting for it or its clients, and that VSA Capital will not be responsible for providing the protections afforded to clients or customers of VSA Capital or for providing advice in respect of the transactions described in this Announcement;

 

53.   it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or VSA Capital conduct of the Placing;

 

54.   if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:

(a)    used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;

(b)    used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or

(c)    disclosed such information to any person, prior to the information being made publicly available;

 

55.   the rights and remedies of the Company and VSA Capital under the terms and conditions in this Appendix 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; and

 

56.   these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England 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 (including any dispute regarding the existence, validity or termination of such contract or relating to any non- contractual or other obligation arising out of or in connection with 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 either the Company or VSA Capital in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

 

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well as VSA Capital and are irrevocable. Each of VSA Capital and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings.

 

Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and VSA Capital to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this Announcement.

 

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, each of VSA Capital and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred byVSA Capital , the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of that Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

 

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 Placing Shares will not be admitted to trading on any stock exchange other than AIM.

 

VSA Capital is authorised and regulated by the FCA in the United Kingdom and is acting as sole Broker exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

 

Strand Hanson is authorised and regulated by the FCA in the United Kingdom and is acting as Nominated Adviser exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement. Strand Hanson'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.

 

Taxation

The agreement to allot and issue certain of the Placing Shares by the Company to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and SDRT relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question.

 

There should be no liability to stamp duty or SDRT arising on the allotment of the Placing Shares by the Company. The registration of and the issue of definitive share certificates to Placees should not give rise to any liability to stamp duty or SDRT.

 

In addition, neither UK stamp duty nor SDRT should arise on the transfers/sale of Ordinary Shares on AIM (including instruments transferring Shares and agreements to transfer Ordinary Shares).

 

Such statements assume that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealings in the Placing Shares, stamp duty or SDRT or other similar taxes or duties may be payable, for which neither the Company nor either of VSA Capital will be responsible and the Placees shall indemnify the Company and VSA Capital on an after-tax basis for any stamp duty or SDRT or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or either of VSA Capital in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own tax advice and notify VSA Capital accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

 

The Company and VSA Capital are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify VSA Capital and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold either of VSA Capital and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, SDRT and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

 

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares. 

 

 

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