Wrap Text
Proposed Placing to raise approximately £10 million
Jubilee Metals Group PLC
("Jubilee" or "the Company" or "the Group")
Registration number (4459850)
Altx share code: JBL
AIM share code: JLP
ISIN: GB0031852162
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU)
NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF JUBILEE METALS GROUP PLC IN
ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND
UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX III WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.
15 December 2023
Proposed Placing to raise approximately £10 million
The Company announces its intention to conduct a conditional placing of new ordinary shares in the Company
("Ordinary Shares") to raise gross proceeds of approximately £10 million (approximately US$12 million), before
expenses, by way of the issue of new ordinary shares in the capital of the Company (the "Placing") to new and
existing eligible investors at a price of 5.5 pence per share (the "Placing Price").
The following sets out the background to, and the reasons for, the Placing and explains why the Directors consider
the Placing to be in the best interests of the Company and its Shareholders as a whole.
Background
As announced on 12 December 2023 (the "JV Announcement"), Jubilee executed a binding agreement, subject
to certain conditions, to progress the strategic investment into a historical copper waste rock dump in Zambia.
Early estimates suggest that there could be as much as 350 million tonnes of waste rock material on surface,
with preliminary surface sampling returning grades of 1.5% copper (the "Project"). In addition, on the same date,
the Company announced a binding term sheet with Abu Dhabi based International Resources Holding RSC
Limited ("IRH"). Subject to due diligence, and internal consents, it is intended that Jubilee and IRH will form a
dedicated special purpose vehicle ("the SPV") before the end of January 2024, through which both the
acquisition of the copper waste rock asset and the implementation of the processing solution will be funded.
Jubilee will hold a minimum of 30% funded position of the SPV. In addition, Jubilee will be appointed to manage
the date to day operation of the SPV as well as be appointed to design, implement and operate the process
solution. The consideration for the acquisition of the waste rock dump is US$30 million, which is to be paid in
instalments over a period of 18 months (with an initial payment of US$1.75 million) and project costs are
anticipated to be in the order of US$50 million assuming the implementation of only four copper processing
units capable of producing an approximate 20 000 tonnes of copper units per annum from historical waste
("Green Copper". Further details of these arrangements are set out in the JV Announcement.
This Green Copper potential is in addition to the existing capitalisation and ramp-up of copper production
through the implementation of Jubilee's integrated Roan concentrator and Sable refinery copper operations, as
well as the current expansion of its chrome operations in South Africa.
The targeted capital raise specifically focusses on this new Project to enable the accelerated implementation of
the Project while maintaining the investment into the expansion of the existing copper and chrome operations.
Use of Proceeds
The Company is seeking to raise approximately £10 million (approximately US$12 million), before expenses,
specifically targeting its Zambian Copper operations, in order to:
• Pay the initial payment of US$1.75 million, due under the agreement for the acquisition of the copper
waste rock dump announced on 12 December 2023 detailed above and progress resource and process
design (a total of c.US$4.5m).
• Expand the sulphide recovery circuits at the Company's Sable Refinery to accommodate increased
sulphide concentrate production from newly acquired projects (c.US$5.7m).
• Progress the project development phase of the Mufulira slag project, with early-stage bulk trial and
processing (c.US$2.5m).
• For general working capital purposes.
Placing Details
• Placing of new Ordinary Shares to raise approximately £10 million (approximately US$12 million)
(before expenses).
• Placing to be conducted via an accelerated bookbuild process launching immediately following this
Announcement.
• The Placing is conditional upon the passing of the Resolution at the General Meeting.
• The Placing Shares, assuming full take-up and completion of the Placing, will represent approximately
6.23 per cent. of the Enlarged Share Capital.
• The Placing Price represents:
o a zero per cent. discount to the 30-day volume-weighted average price; and
o a discount of approximately 19 per cent. to the Closing Price of 6.8 pence per Ordinary Share on
14 December 2023, being the latest practicable date prior to the publication of this
Announcement.
Leon Coetzer, CEO of Jubilee, commented:
"Jubilee's copper portfolio continues to expand in Zambia as demonstrated by our ability to secure what we
believe to be the best waste rock projects. The partnership announced recently with Abu Dhabi based IRH is a
hugely exciting new venture which has the potential to catapult our growth and copper production profile. This
partnership affords Jubilee the opportunity to accelerate its copper from waste production profile without the
associated capital burden.
The money raised will allow us to accelerate the manufacturing of our new copper modules on these new projects
and importantly secure the long lead items with suppliers in what is a tight market for key materials. The funds
will also allow us to expand our plant at Sable by increasing the copper sulphide capacity to meet the increase in
volumes.
This proposed fundraise is in addition to our existing funded growth projects in South Africa and Zambia. By fast-
tracking this new waste rock project, we will be able to bring forward production and revenues quicker than
funding from existing cash flow."
The Placing
The Placing is being conducted by WH Ireland and Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg") as joint brokers and joint bookrunners in relation to the Placing (the "Joint Brokers"). A placing
agreement has been entered into between the Company and the Joint Brokers in connection with the Placing
(the "Placing Agreement").
The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will open with
immediate effect following the release of this Announcement, in accordance with the terms and conditions set
out in Appendix III to this Announcement.
A further announcement confirming the closing of the Bookbuild and the number of Placing Shares to be issued
pursuant to the Placing is expected to be made in due course.
The Placing is not being underwritten and the allotment and issue of the Placing Shares is conditional, inter alia,
upon:
• the passing, without amendment, of the Resolution, at the General Meeting;
• Admission becoming effective by no later than 8.00 a.m. on 4 January 2024 (or such other time and/or
date, being no later than 8.00 a.m. on 15 February 2024, as the Joint Brokers and the Company may
agree);
• the conditions in the Placing Agreement being satisfied or (if applicable) waived; and
• the Placing Agreement not having been terminated in accordance with its terms prior to Admission .
Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing will not proceed.
The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary
Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of
the Ordinary Shares from the date of Admission. The Placing Shares will represent approximately 6.23 per cent.
of the Enlarged Share Capital.
Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective, and dealing
in the Placing Shares will commence, at 8.00 a.m. (London time) on 4 January 2024.
The Joint Brokers have the right to terminate the Placing Agreement in certain circumstances prior to Admission,
including (but not limited to): in the event that any of the warranties set out in the Placing Agreement are not
true and accurate when given or the Company fails to comply with any of its obligations prior to Admission. The
Joint Brokers may also terminate the Placing Agreement if there has been a material adverse change in national
or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an
imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or
direction which, in the opinion of the Joint Brokers, makes it impractical or inadvisable to proceed with the
Placing or Admission. If this termination right is exercised or if the conditionality in the Placing Agreement is not
satisfied, the Placing will not proceed.
The timing of the closure of the Bookbuild, the number of Placing Shares and the allocation of the Placing Shares
between Placees is to be determined at the discretion of the Company and the Joint Brokers.
A further announcement will be made following the closure of the Bookbuild, confirming the results of the
Placing and a circular convening the General Meeting to consider the Resolution is expected to be despatched
shortly thereafter.
The expected timetable of principal events in connection with the Placing is set out in Appendix I to this
Announcement.
Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to
such terms in Appendix II of this Announcement, unless the context requires otherwise.
For further information, please contact:
Jubilee Metals Group PLC Tel: +27 (0) 11 465 1913
Leon Coetzer (CEO) / Neal Reynolds (CFO)
PR & IR Adviser - Tavistock Tel: +44 (0) 20 7920 3150
Jos Simson/ Gareth Tredway
Nominated Adviser - SPARK Advisory Partners Limited Tel: +44 (0) 20 3368 3555
Andrew Emmott/ James Keeshan
Joint Broker - Berenberg Tel: +44 (0) 20 3207 7800
Matthew Armitt/ Jennifer Lee/ Detlir Elezi
Joint Broker – WH Ireland Tel: +44 (0) 20 7220 1670/
Harry Ansell/ Katy Mitchell +44 (0) 113 394 6618
JSE Sponsor - Questco Corporate Advisory Proprietary Tel: +27 (0) 11 011 9212
Limited
Alison McLaren
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements".
These forward-looking statements can be identified by the use of forward-looking terminology, including the
terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends",
"may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Company's prospects, growth and strategy, planned work
at the Company's projects and the expected results of such work, mineral grades and mineral reserve and
resource estimates. By their nature, forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance. The Company's actual performance, achievements and
financial condition may differ materially from those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of operations, performance, achievements and
financial condition are consistent with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent periods. Any forward-looking
statements that the Company makes in this Announcement speak only as of the date of such statement and
(other than in accordance with their legal or regulatory obligations) neither the Company, nor WH Ireland
Limited nor any of their respective associates, directors, officers or advisers shall be obliged to update such
statements. Comparisons of results for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and should only be viewed as historical
data.
SPARK Advisory ("SPARK"), which is authorised and regulated in the United Kingdom by the FCA, is acting as
nominated adviser exclusively for the Company and no one else in connection with the contents of this
Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its
client in relation to the contents of this Announcement nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or for providing advice in relation to the contents
of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on SPARK by
the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder, SPARK accepts no responsibility whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement, whether as to the past or the future.
SPARK accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save
as referred to above), which it might otherwise have in respect of the contents of this Announcement or any
such statement. The responsibilities of SPARK as the Company's Nominated Adviser under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are
not owed to the Company or to any director or shareholder of the Company or any other person, in respect of
its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or
otherwise.
Berenberg, which is authorised by the German Federal Financial Supervisory Authority (BaFin) and authorised
and subject to limited regulation in the United Kingdom by the FCA, is acting as broker exclusively for the
Company and no one else in connection with the Placing and the contents of this Announcement and will not
regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing
nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the Placing. Apart from the responsibilities and liabilities, if any, which may
be imposed on Berenberg by FSMA or the regulatory regime established thereunder, Berenberg accepts no
responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of
this Announcement including its accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company
and the contents of this Announcement, whether as to the past or the future. Berenberg accordingly disclaims
all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which
it might otherwise have in respect of the contents of this Announcement or any such statement.
WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker exclusively
for the Company and no one else in connection with the Placing and the contents of this Announcement and
will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to
the Placing nor will it be responsible to anyone other than the Company for providing the protections afforded
to its clients or for providing advice in relation to the contents of this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on WH Ireland by FSMA or the regulatory regime
established thereunder, WH Ireland accepts no responsibility whatsoever, and makes no representation or
warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or
any other person, in connection with the Company and the contents of this Announcement, whether as to the
past or the future. WH Ireland accordingly disclaims all and any liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of
this Announcement or any such statement.
The Placing Shares have not been and will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United
States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. The Placing Shares have not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the
Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United
States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.
No public offering of securities is being made in the United States.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province
or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New Zealand or the Japanese Ministry of Finance;
the relevant clearances have not been, and will not be, obtained from 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, and nor will they be, registered under or offered in compliance with the securities laws of any
state, province or territory of Canada, Australia, Japan, New Zealand 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 Canada, Australia, Japan, New Zealand or the Republic
of South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any
national, resident or citizen of Australia, Japan, New Zealand or the Republic of South Africa or to any investor
located or resident in Canada.
No public offering of the Placing Shares is being made in the United States, the United Kingdom or elsewhere.
All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation, or
the UK Prospectus Regulation, (as the case may be) from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom only in circumstances in which section
21(1) of FSMA does not apply.
The information in this Announcement, which includes certain information drawn from public sources, does not
purport to be comprehensive and has not been independently verified. This Announcement contains statements
that are, or may be deemed forward-looking statements, which relate, inter alia, to the Company's proposed
strategy, plans and objectives. Such forward-looking statements involve known and unknown risks, uncertainties
and other important factors beyond the control of the Company (including but not limited to future market
conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the
political, social or economic framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from such forward-looking statements.
The content of this Announcement has not been approved by an authorised person within the meaning of the
FSMA. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an
individual to a significant risk of losing all of the property or other assets invested. The price of securities and
any income expected from them may go down as well as up and investors may not get back the full amount
invested upon disposal of the securities. Past performance is no guide to future performance, and persons
needing advice should consult an appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation)
to be published. This Announcement and the terms and conditions set out herein are for information purposes
only and are directed only at persons who are: (a) persons in Member States who are Qualified Investors; and
(b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters
relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order;
or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being
referred to as relevant persons").
This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons
who are not relevant persons. Persons distributing this Announcement must satisfy themselves that it is lawful
to do so. Any investment or investment activity to which this Announcement and the terms and conditions set
out herein relates is available only to relevant persons and will be engaged in only with relevant persons.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility
or liability is or will be accepted by the Joint Brokers or by any of its affiliates or agents as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this
Announcement 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.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this Announcement.
APPENDIX I
Expected Timetable of Principal Events
Announcement of the Placing 15 December 2023
Announcement of the results of the Placing 15 December 2023
General Meeting 3 January 2024
Admission and commencement of dealing in Placing at 8.00 a.m. on 4 January 2024*
Shares
CREST accounts credited in respect of Placing Shares on 4 January 2024*
in uncertificated form
Despatch of definitive share certificates in respect of within 14 days of Admission*
Placing Shares to be issued in certificated form
*conditional on the passing of the Resolution at the General Meeting and the Placing Agreement otherwise
having become unconditional and not having been terminated in accordance with its terms.
Each of the times and dates set out in the above timetable and mentioned in this Announcement are subject to
change by the Company, in which event details of the new times and dates will be notified to Placees by the
Joint Brokers or by an announcement through a Regulatory Information Service, as the case may be.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
Act the Companies Act 2006 (as amended);
Admission admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules;
AIM, a market of that name operated by the London Stock
AIM Exchange;
AIM Rules the AIM Rules for Companies, as published by the London Stock
Exchange and amended from time to time;
Announcement this announcement (including the Appendices, which form part of
this announcement);
Berenberg Joh. Berenberg, Gossler & Co. KG, London Branch of 60
Threadneedle Street, London, EC2R 8HP;
Board or Directors the directors of the Company or any duly authorised committee
thereof;
Bookbuild the accelerated bookbuild to be conducted by the Joint Brokers
pursuant to the Placing Agreement and this Announcement;
certificated or in certificated form a share or other security not held in uncertificated form (that is,
not in CREST);
Closing Price the closing middle market price of an Existing Ordinary Share as
derived from the AIM Appendix to the Daily Official List of the
London Stock Exchange;
Company or Jubilee Jubilee Metals Group plc, a company incorporated in England and
Wales with company number 04459850 whose registered office is
at 1st Floor, 7/8 Kendrick Mews, London, SW7 3HG;
CREST the computerised settlement system (as defined in the CREST
Regulations) operated by Euroclear UK & International Limited,
which facilitates the holding and transfer of title to shares in
uncertificated form;
CREST Regulations the Uncertificated Securities Regulations 2001 (as amended);
Enlarged Share Capital the issued share capital of the Company as enlarged by the issue
of the Placing Shares;
Existing Ordinary Shares the 2,738,129,981 Ordinary Shares in issue at the date of this
Announcement;
EU Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and
Council of 14 June 2017 and any relevant implementing measures
in any Member State of the European Economic Area;
Financial Conduct Authority or FCA the Financial Conduct Authority in its capacity as the competent
authority for the purposes of Part IV of FSMA;
FSMA the Financial Services and Markets Act 2000 (as amended);
General Meeting the general meeting of the Company to be convened and held on
3 January 2024 (or any adjournment thereof);
Group the Company and its subsidiaries;
Joint Brokers WH Ireland Limited and Berenberg;
London Stock Exchange London Stock Exchange plc;
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company;
Placees subscribers for Placing Shares;
Placing the conditional placing of the Placing Shares pursuant to the
Placing Agreement;
Placing Agreement the conditional agreement dated 15 December 2023 between the
Company, Berenberg and WH Ireland in connection with the
Placing;
Placing Price 5.5p;
Placing Shares the new Ordinary Shares to be issued pursuant to the Placing;
Publicly Available Information any information announced through a Regulatory Information
Service by or on behalf of the Company on or prior to the date of
this Announcement;
Regulatory Information Service one of the regulatory information services authorised by the FCA
to receive, process and disseminate regulatory information;
Qualified Investors in member states of the European Economic Area, "qualified
investors" within the meaning of article 2(e) of the EU Prospectus
Regulation, and in the UK, "qualified investors" within the
meaning of article 2(e) of the UK Prospectus Regulation;
Resolution the resolution to be proposed at the General Meeting, which shall
be the resolution required to complete the authority of the
Directors to issue the Placing Shares;
Shareholders the holders of Ordinary Shares;
uncertificated or in uncertificated form recorded on the register of members of Jubilee as being held in
uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
UK Prospectus Regulation the EU Prospectus Regulation as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended;
US$ dollars, the lawful currency of the United States of America;
WH Ireland W H Ireland Limited, a company incorporated in England and
Wales with company number 02002044 whose registered office is
situated at 24 Martin Lane, London EC4R 0DR; and
£, pounds, penny or pence sterling, the lawful currency of the United Kingdom.
APPENDIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE
INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A)
PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE
AGREED BY THE JOINT BROKERS, QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO
ARE (I) QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED)
(THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION AND IS
EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS
OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING
DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY
LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN 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 (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR
ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED
IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO
DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF
THEIR SHARES.
The 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 or the South African Reserve Bank; and the Placing
Shares have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the United States, Australia, Canada,
Japan, New Zealand, or 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, New Zealand, or South Africa or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse Regulation No. 596/2014 ("EU
MAR"), which is part of English law by virtue of the European Union (Withdrawal) Act 2018 (as amended) were
taken in respect of the Placing, with the result that certain persons became aware of inside information, as
permitted by UK MAR. That inside information is set out in this announcement and has been disclosed as soon
as possible in accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons that received
inside information in a market sounding are no longer in possession of inside information relating to the
Company and its securities.
Information to Distributors
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the
UK Product Governance Rules) 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 investors who meet the criteria of professional clients and eligible counterparties, each defined
in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market
Assessment").
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" and/or "distributor" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i) compatible with an end target market
of: (a) investors who meet the criteria of professional clients and (b) eligible counterparties (each as defined in
MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should
note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment;
such securities offer no guaranteed income and no capital protection; and an investment in such securities is
compatible only with investors who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks
of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Joint Brokers will
only procure investors who meet the criteria of professional clients and eligible counterparties each as defined
under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU Target Market Assessment
does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A
respectively of COBS or MiFID II, as applicable; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation
to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice
before taking any action.
These terms and conditions apply to persons making an offer to acquire Placing Shares and should be read in
their entirety. Each Placee hereby agrees with the Joint Brokers and the Company to be bound by these terms
and conditions. A Placee shall, without limitation, become so bound if the Joint Brokers confirms to such Placee
its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the
number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and conditions set out
in this Announcement and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise
any rights to rescind or terminate or otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals,
funds or others) on whose behalf a commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Brokers and the Company have entered into a Placing Agreement, under which the Joint Brokers have,
on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to
procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten by the Joint
Brokers or any other person.
The number of the Placing Shares will be determined following completion of the Placing. The timing of the
closing of the Placing and the number and allocation of Placing Shares, are at the discretion of the Joint Brokers,
following consultation with the Company. Allocations will be confirmed orally or by email by the Joint Brokers
following the close of the Placing. A further announcement confirming these details will then be made as soon
as practicable following completion of the Placing.
The Placing Shares will, when issued, be subject to the Articles, will be credited as fully paid and rank pari
passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the
Placing Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading on AIM of the Placing
Shares. Subject (amongst other things) to the passing of the Resolution, it is expected that settlement of any
such shares and Admission will become effective at 8.00 a.m. on 4 January 2024 and that dealings in the Placing
Shares will commence at that time.
Placing
The Joint Brokers will today commence an accelerated bookbuilding process to determine demand for
participation in the Placing by potential Placees at the Placing Price. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
The Joint Brokers and the Company shall be entitled to effect the Placing by such alternative method to the
Placing as they may, in their discretion, determine.
The principal terms of the Placing are as follows:
1. The Joint Brokers are arranging the Placing as agent for, and Joint Brokers of, the Company.
2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited
to participate by the Joint Brokers.
3. The bookbuild, if successful, will establish the number of Placing Shares to be issued at the Placing Price,
which will be determined by the Joint Brokers, in consultation with the Company, following completion of
the Placing. The results of the Placing, including the number of Placing Shares, will be announced on a
Regulatory Information Service following completion of the Placing.
4. To bid in the Placing, prospective Placees should communicate their bid by telephone to their usual contact
at either of the Joint Brokers. Each bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe. Bids may be scaled down by the Joint Brokers on the basis referred to in
paragraph 8 below.
5. The timing of the closing of the Placing will be at the discretion of the Joint Brokers. The Company reserves
the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute
discretion.
6. Allocations of the Placing Shares will be determined by the Joint Brokers, following consultation with the
Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Joint Brokers
following the close of the Placing and a trade confirmation or contract note will be dispatched as soon as
possible thereafter. Oral or emailed confirmation from either of the Joint Brokers will give rise to an
irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of
the Joint Brokers and the Company, under which it agrees to acquire by subscription the number of Placing
Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out
in this Appendix and in accordance with the Articles. Except with the Joint Broker's consent, such
commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the close of the Placing detailing the results of
the Placing and the number of Placing Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Joint Brokers may choose not to accept bids and/or to accept
bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation
with the Company) and may scale down any bids for this purpose on such basis as it may determine. The
Joint Brokers may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the
Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after
that time.
9. A bid in the Placing will be made on the terms and subject to the conditions in the Announcement (including
this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the
Joint Broker's consent, will not be capable of variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or other announcement will be made by the Joint
Brokers or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for
all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on
the basis explained below under "Registration and Settlement".
12. All obligations of the Joint Brokers under the Placing will be subject to fulfilment of the conditions referred
to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below
under "Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law and the applicable rules of the FCA, neither the Joint Brokers, nor
the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any
liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or
not a recipient of these terms and conditions) in respect of the Placing. In particular, neither the Joint
Brokers, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees
shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the
Joint Broker's conduct of the Placing or of such alternative method of effecting the Placing as the Joint
Brokers and the Company may determine.
15. The Placing is not subject to any minimum fundraising and no element of the Placing is underwritten by
the Joint Brokers or any other person.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated
in accordance with its terms.
The Joint Broker's obligations under the Placing Agreement are conditional on, inter alia:
1. the Resolution having been duly passed at the General Meeting;
2. the delivery by the Company to the Joint Brokers of certain documents required under the Placing
Agreement;
3. the Company having fully performed its obligations under the Placing Agreement to the extent that such
obligations fall to be performed prior to Admission;
5. the issue and allotment of the Placing Shares, conditional only upon Admission;
6. Admission becoming effective by no later than 8.00 a.m. on 4 January 2024 or such other date and time as
may be agreed between the Company and the Joint Brokers, not being later than 8.00 a.m. on 15 February
2024 (the "Long Stop Date"); and
7. the Placing Agreement not having been terminated by the Joint Brokers in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled
or (where applicable) waived by the Joint Brokers by the respective time or date where specified (or such later
time or date as the Joint Brokers may notify to the Company, being not later than the Long Stop Date); (ii) any
of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
The Joint Brokers may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for
(subject to the Long Stop Date), compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement, save that the condition relating to Admission
taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither the Joint Brokers, 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 the Joint Brokers.
Right to terminate the Placing Agreement
The Joint Brokers are entitled, at any time before Admission, to terminate the Placing Agreement by giving notice
to the Company in certain circumstances, including, inter alia:
1. if any of the warranties given in the Placing Agreement are not true and accurate or are misleading in any
material respect when given;
2. the Company has failed to comply with its material obligations under the Placing Agreement in the period
prior to Admission;
3. any significant change or new matter arises, or is likely to arise, as a result of which any of the conditions
set out in the Placing Agreement will not be satisfied or (if possible to be waived) waived by the requisite
time and/or date;
4. there has been any material change in, or any development likely to involve a prospective material change
in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management,
properties, assets, rights, results of operations or prospects of any Group Company; or
5. there has been, or is reasonably likely to occur, a material adverse change in national or international
monetary, political, financial or economic conditions or currency exchange rates or foreign exchange
controls which in the opinion of the Joint Brokers has a material and adverse effect on the Placing or
otherwise render the Placing temporarily or permanently impracticable or inadvisable.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective
Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by
the Joint Brokers of any right of termination or other discretion under the Placing Agreement shall be within the
absolute discretion of the Joint Brokers and that the Joint Brokers need not make any reference to Placees in
this regard and that neither the Joint Brokers nor any of its respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been
nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or in
any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted
to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and
Placees' commitments will be made solely on the basis of the information contained in the Announcement
(including this Appendix) and the Publicly Available Information. Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and
confirms that it has not relied on any other information (other than the Publicly Available Information),
representation, warranty, or statement made by or on behalf of the Company or the Joint Brokers or any other
person and neither the Joint Brokers, the Company nor any other person will be liable for any Placee's decision
to participate in the Placing based on any other information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the Joint Brokers, the Company or their
respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position of the Company in accepting a participation in
the Placing. Neither the Company nor the Joint Brokers are making any undertaking or warranty to any Placee
regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar
laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note in accordance with the standing arrangements in place with the Joint Brokers,
stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such
Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is
completed as directed by the Joint Brokers in accordance with the standing CREST settlement instructions which
they have in place with the Joint Brokers.
Settlement of transactions in the Placing Shares (ISIN: GB0031852162) following Admission will take place within
CREST provided that, subject to certain exceptions, the Joint Brokers reserves the right to require settlement
for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems
necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement will take place in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the
arrangements set out above at the rate of 4 percentage points above the prevailing Bank of England base rate
as determined by the Joint Brokers.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Brokers may sell any
or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the
Joint Broker's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the
Joint Brokers on demand for any shortfall below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing
Shares, each Placee confers on the Joint Brokers such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which the Joint Brokers lawfully takes in pursuance of such sale.
Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully
complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Joint Brokers nor the Company will be liable in any circumstances for the
payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing
Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably makes
the following representations, warranties, acknowledgements, agreements and undertakings (as the case may
be) to the Joint Brokers for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including this Appendix, in its entirety and that its
subscription for Placing Shares is subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination
by it in any circumstances;
3. that the exercise by the Joint Brokers of any right or discretion under the Placing Agreement shall be within
the absolute discretion of the Joint Brokers and the Joint Brokers need not have any reference to it and
shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against the Joint Brokers or the Company, or any of
their respective officers, directors, employees agents or advisers, under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only agreement between it, the Joint Brokers and
the Company in relation to its participation in the Placing and supersedes any previous agreement between
any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation
in the Placing, is not relying on any information or representation or warranty in relation to the Company
or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and
the Publicly Available Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, the
Joint Brokers nor any of their respective officers, directors or employees will have any liability for any such
other information, representation or warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (i) the Placing
Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in any Member State of the European Economic Area which has
implemented the EU Prospectus Regulation or the UK, respectively, other than Qualified Investors or in
circumstances in which the prior consent of the Joint Brokers has been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA, or the
UK respectively, other than Qualified Investors, the offer of those Placing Shares to it is not treated under
the EU Prospectus Regulation or the UK Prospectus Regulation as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect the Joint Brokers to have any duties or
responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book, and that the Joint Brokers is not acting for it or its
clients, and that the Joint Brokers will not be responsible for providing the protections afforded to
customers of the Joint Brokers or for providing advice in respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the
business, financial or other position of the Company in accepting a participation in the Placing and that it
shall not be entitled to rely upon any material regarding the Placing Shares or the Company (if any) that
the Joint Brokers or the Company or any of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has provided, other than the information in this
Announcement and the Publicly Available Information; nor has it requested any of the Joint Brokers, the
Company or any of their respective affiliates, agents, directors, officers or employees or any person acting
on behalf of any of them to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US Person as defined in Regulation S under the
Securities Act ("Regulation S") and is subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing
Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any
form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the
Securities Act;
9. that the Placing Shares have not been and will not be registered under the Securities Act, or under the
securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold, pledged, resold, transferred,
delivered or distributed into or within the United States except in compliance with the registration
requirements of the Securities Act and applicable state securities requirements or pursuant to exemptions
therefrom;
10. that the only information on which it is entitled to rely on and on which it has relied in committing to
subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information,
such information being all that it deems necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing
based on this Announcement and the Publicly Available Information only;
11. that neither the Joint Brokers nor the Company nor any of their respective affiliates, agents, directors,
officers or employees has made any representation or warranty to it, express or implied, with respect to
the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly
Available Information;
12. that, unless specifically agreed with the Joint Brokers, it is not and was not acting on a non-discretionary
basis for the account or benefit of a person located within the United States or any US Person at the time
the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing
Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any
Placing Shares into the United States or to any US Person and it will not reoffer, resell, pledge or otherwise
transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in accordance with any applicable securities
laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, Japan, New Zealand, the Republic of South Africa
or a corporation, partnership or other entity organised under the laws of Australia, Canada, Japan, New
Zealand, the Republic of South Africa and that it will not (unless an exemption under the relevant securities
laws is applicable) offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares
in Australia, Canada, Japan, New Zealand or the Republic of South Africa or to or for the benefit of any
person resident in Australia, Canada, Japan, New Zealand, the Republic of South Africa and each Placee
acknowledges that the relevant clearances or exemptions are not being obtained from the Securities
Commission of any province or territory of Canada, that no prospectus has been or will be lodged with,
filed with or registered by the Australian Securities and Investments Commission, the Canadian Securities
Administrators, the Japanese Ministry of Finance, the Securities Commission of New Zealand or the South
African Reserve Bank and that the Placing Shares are not being offered for sale and may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa
or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful;
14. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in
which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-
discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will
not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering
materials concerning the Placing or the Placing Shares to any persons within the United States or to any US
Persons;
16. that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions
which apply to it and that it has fully observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all necessary formalities and that it has
not taken any action which will or may result in the Company or the Joint Brokers or any of their respective
directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any
territory in connection with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe
for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by
each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its
behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix
and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment
letter relating to the Placing in the form provided to it by the Joint Brokers;
19. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional
experience in matters relating to investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net worth companies,
unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of
the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and
in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business;
20. that, unless otherwise agreed by the Joint Brokers, it is a Qualified Investor;
21. that, unless otherwise agreed by the Joint Brokers, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing
Shares for investment only and not with a view to resale or distribution;
22. that it has only communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised person;
23. that any money held in an account with the Joint Brokers (or their respective nominees) on its behalf and/or
any person acting on its behalf will not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated
from the Joint Brokers' (or their respective nominees') money in accordance with such client money rules
and will be used by the Joint Brokers in the course of its own business and each Placee will rank only as a
general creditor of the Joint Brokers;
24. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the
interest in its Ordinary Shares in accordance with the requirements of Chapter 5 of the Disclosure Guidance
and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections
67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance
Act 1986;
26. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it
is subscribing for under the Placing unless and until Admission becomes effective;
27. that it appoints irrevocably any director of either of the Joint Brokers as its agent for the purpose of
executing and delivering to the Company and/or its registrars any document on its behalf necessary to
enable it to be registered as the holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation or financial product advice and
that neither the Joint Brokers nor the Company has considered its particular objectives, financial situation
and needs;
29. that it has sufficient knowledge, sophistication and experience in financial, business and investment matters
as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear,
the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Joint Brokers and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company and the Joint Brokers will rely on the
truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if
any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Joint
Brokers and the Company. All confirmations, warranties, acknowledgements and undertakings given by
the Placee, pursuant to this Announcement (including this Appendix) are given to the Joint Brokers for itself
and on behalf of the Company and will survive completion of the Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the
execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing,
and that it is not relying on the Company or the Joint Brokers to provide any legal, financial, tax or other
advice to it;
33. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and
that the Joint Brokers shall notify it of such amendments;
34. that (i) it has complied with its obligations under the Criminal Justice Act 1993, FSMA and UK MAR, (ii) in
connection with money laundering and terrorist financing, it has complied with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds (information on the Payer)
Regulations 2017 (as amended) and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions are prohibited
under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by,
or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury
or the United States Department of State; (b) named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant
to a regulation of the European Union or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Joint Brokers such evidence, if any, as
to the identity or location or legal status of any person which the Joint Brokers may request from it in
connection with the Placing (for the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Joint Brokers on the basis that any failure by it to do so may result in the number
of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced
to such number, or to nil, as the Joint Brokers may decide in its absolute discretion;
35. that it will not make any offer to the public within the meaning of the EU Prospectus Regulation or the UK
Prospectus Regulation of those Placing Shares to be subscribed for and/or purchased by it;
36. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing
Shares for its own account as principal or for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation
therein to such person or any third person with respect of any Placing Shares; save that if it is a private
client stock, broker or fund manager it confirms that in purchasing the Placing Shares it is acting under the
terms of one or more discretionary mandates granted to it by private clients and it is not acting on an
execution only basis or under specific instructions to purchase the Placing Shares for the account of any
third party;
37. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to
these terms and conditions shall be governed by and construed in accordance with the laws of England and
Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Brokers
in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of
its securities have a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such
Placees at an address notified to the Joint Brokers;
39. that the Joint Brokers owe no fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;
40. that the Joint Brokers may, in their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares;
41. that no prospectus or offering document has been or will be prepared in connection with the Placing and it
has not received and will not receive a prospectus or other offering document in connection with the
Placing or the Placing Shares;
42. undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares
allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as the Joint Brokers may in their sole
discretion determine and without liability to such Placee, who will remain liable for any amount by which
the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar
taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing
Shares;
43. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it
will be entitled, and required, to acquire, and that the Joint Brokers and/or the Company may call upon it
to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum; and
44. that if it has received any confidential price sensitive information concerning the Company in advance of
the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of the Company; or (iii)
disclosed such information to any person, prior to such information being made publicly available.
The Company, the Joint Brokers and their respective affiliates will rely upon the truth and accuracy of each of
the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint
Brokers for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general
basis by the Joint Brokers.
The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom
such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement
relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in
question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp
duty or stamp duty reserve tax may be payable, for which neither the Company or the Joint Brokers will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares
has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the
Joint Brokers in the event that any of the Company and/or the Joint Brokers have incurred any such liability to
UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify
the Joint Brokers accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the subscription or purchase by them of any
Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including the Appendices) may be subject to amendment. The Joint
Brokers shall notify the Placees and any person acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or
warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will
be accepted by the Joint Brokers or by any of its respective affiliates or agents as to or in relation to, the accuracy
or completeness of this Announcement or any other written or oral information made available to or publicly
available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Date: 18-12-2023 07:05:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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