THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED, FOR INFORMATION PURPOSES ONLY AND ARE NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR
SALE IN OR INTO THE UNITED STATES, CANADA, SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE,
DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON
MARKET ABUSE, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"), AND
ARTICLE 7 REGULATION (EU) NO. 596/2014 ON MARKET ABUSE ("EU
MAR").
28 May
2024
PROPOSED EQUITY RAISING TO
PROVIDE BALANCE SHEET FLEXIBILITY DURING THE FINAL STAGES OF
RAMP-UP OF THE VARES OPERATION
Adriatic Metals Plc (ASX:ADT, LSE:ADT1,
OTCQX:ADMLF) is pleased to announce
that it intends to raise approximately US$50.0 million (approximately AU$75.8
million) by way of a placement of approximately 18.3 million CDIs
to existing and new investors at an Offer Price of
AU$4.15.
HIGHLIGHTS
· Adriatic Metals Plc (''Adriatic" or the "Company") intends to
conduct an equity raising by way of an institutional placement of
approximately US$50.0 million (approximately AU$75.8[1] million) (the "Placement") via the issue of
approximately 18.3 million CHESS Depositary Interests ("CDIs") over
new fully paid ordinary shares in the Company ("New Ordinary
Shares").
· The
offer price of AU$4.15 per CDI (the "Offer Price") represents a
discount of approximately 5.7% to the last close price of $4.40 and
11.5% to the 5-day volume weighted average price on the Australian
Securities Exchange ("ASX") on 24 May 2024 of $4.69.
· The
Placement is expected to optimise the Company's balance sheet as it
continues to progress the ramp-up of the world-class Vares
Operation and build on recent milestones such as the production of
the first saleable concentrate.
· The
proceeds of the Placement (before expenses) are intended to be used
as follows:
o US$39 million
to bolster the Company's balance sheet to provide
flexibility during the final stages of ramp up to commercial
production and nameplate capacity; and
o US$11 million
to finalise the termination payment payable to the
previous mining contractor.
· The
US$25 million undrawn Orion debt facility remains available for
additional flexibility, but is not expected to be drawn on current
estimates.
· Concurrently with the Placement, OMF Fund III (F) Ltd, an
entity advised by Orion Resource Partners (UK) LLP (together, along
with its affiliates, "Orion") intends to sell 8.0 million existing
CDIs at the Offer Price (the "Sell Down", and together with the
Placement, the "Offer").
· After
settlement of the Offer, Orion will own approximately 16.2 million
CDIs (representing 4.99% of the issued ordinary shares in the
Company) and have agreed to hold their remaining CDIs for a period
of not less than 90 days post-closing of the Placement, subject to
conditions.
CDIs issued under the Placement are
expected to be allotted and commence trading on the ASX on Tuesday,
4 June 2024.
The total number of CDIs to be
issued under the Placement represents approximately 6.0% of the
Company's existing issued share capital and will be issued under
the Company's existing placement capacity under ASX Listing Rule
7.1
The Placement is not being
underwritten. Members of the public are not
eligible to take part in the Placement.
Concurrently with the Placement, an
existing shareholder in the Company, Orion, intends to sell 8.0
million CDIs at the Offer Price (the "Sell Down"). Orion has
indicated to the Company that they remain supportive shareholders
and have agreed to hold their remaining CDIs for a period of not
less than 90 days post-closing of the Placement, subject to
conditions.
Canaccord Genuity (Australia)
Limited, Macquarie Capital (Australia) Limited and Morgans
Corporate Limited are acting as joint lead managers and joint
bookrunners in connection with the Placement and Sell Down (the
"Joint Lead Managers"), with Stifel Nicolaus Europe Limited acting
a co-lead manager for the United Kingdom.
Applications will also be made to
the UK Financial Conduct Authority ("FCA") for admission of the New
Ordinary Shares to the standard listing segment of the Official
List of the FCA and to the London Stock Exchange plc for
admission to trading of the New Ordinary Shares on its main market
for listed securities ("UK Admission"). It is expected that UK
Admission of the New Ordinary Shares will become effective at or
around 8.00 a.m. on 4 June 2024 and that dealings in the New
Ordinary Shares will commence at that time.
The New Ordinary Shares (and CDIs
representing the New Ordinary Shares (together the "Placement
Securities")) will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing ordinary
shares and CDIs of the Company and will on issue be free of all
claims, liens, charges, encumbrances and equities.
The Placement Securities to be
issued pursuant to the Placement will not be admitted to trading on
any stock exchange other than the London Stock Exchange's main
market for listed securities in respect of the New Ordinary Shares
and the ASX in respect of CHESS Depositary Interests representing
New Ordinary Shares.
Paul Cronin, Adriatic's Managing Director and CEO,
commented:
"Adriatic is pleased with the progress at Vares, with ramp-up
well underway and significant milestones such as the first sale of
concentrate being achieved in parallel with the transition to an
owner-operator model.
The Placement will position the Company well to address
near-term working capital commitments and provide additional
flexibility as it continues hitting milestones in this critical
period. Vares is a world-class, low cost, multi-commodity
operation, and is set to deliver production into a market with
significant tailwinds for both precious and base
metals.
We
also note the concurrent sell down by Orion who has been a
long-term supporter of the Vares Operation and remains a meaningful
shareholder and supporter of the Company."
-ends-
MARKET ABUSE REGULATION
DISCLOSURE
The information contained within
this announcement is deemed by the Company (LEI:
549300OHAH2GL1DP0L61) to constitute inside information for the
purposes of Article 7 of the EU Market Abuse Regulation (EU) No
596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 as amended ("UK MAR"), and
Article 7 of the Market Abuse Regulation (EU) No. 596/2014 ("EU
MAR"). The person responsible for arranging and authorising the
release of this announcement on behalf of the Company is Paul
Cronin, Managing Director and CEO.
Authorised by Paul Cronin, Managing
Director & CEO
For further information please
visit: www.adriaticmetals.com;
email: info@adriaticmetals.com,
@AdriaticMetals
on Twitter, or contact:
Adriatic Metals PLC
|
|
Paul Cronin / Klara
Kaczmarek
|
Via Buchanan
|
|
|
Buchanan
|
Tel: +44 (0) 20 7466 5000
|
Bobby Morse / Oonagh
Reidy
|
adriatic@buchanan.uk.com
|
|
|
Stifel Nicolaus Europe Limited (Co-Manager & Joint
Corporate Broker)
|
Ashton Clanfield / Callum Stewart /
Varun Talwar
|
Tel: +44 (0) 20 7710 7600
|
|
|
ABOUT ADRIATIC METALS
Adriatic Metals PLC (ASX:ADT,
LSE:ADT1, OTCQX:ADMLF) is a precious and base metals developer that
is advancing the world-class Vares Silver Project in Bosnia &
Herzegovina, as well as the Raska Zinc-Silver Project in Serbia.
First concentrate production took place in February 2024 and the
Vares Silver Operation is fully funded to nameplate production,
which is expected in Q4 2024. Concurrent with ongoing operational
activities, the Company continues to explore across its highly
prospective 44km2 concession package.
PRINCIPLES OF PRE-EMPTION
Although the Placement will be
undertaken on a non-pre-emptive basis, the Company intends to
respect the principles of pre-emption as far as practicable by
extending the offer to participate to a significant majority of
institutional shareholders and, as far as practicable, allocating
to existing shareholders at least up to what would be their
pre-emptive entitlement. The Company has, along with its
advisers, carefully considered the various possible offer
structures and sought to balance the potential for dilution to
non-participating shareholders with the benefits to shareholders as
a whole of promoting deal certainty and familiarity of structure to
the Company's shareholder base.
IMPORTANT NOTICES
Not for release to US wire services
or distribution in the United States.
Disclaimer
This announcement has been prepared
by the Company based on information from its own and third party
sources. No party other than the Company has authorised or caused
the issue, lodgement, submission, despatch or provision of this
announcement, or takes any responsibility for, or makes or purports
to make any statements, representations or undertakings in this
announcement. Except for any liability that cannot be excluded by
law, the Company and its related bodies corporate, directors,
employees, servants, advisers and agents disclaim and accept no
responsibility or liability for any expenses, losses, damages or
costs incurred by you relating in any way to this announcement
including, without limitation, the information contained in or
provided in connection with it, any errors or omissions from it
however caused, lack of accuracy, completeness, currency or
reliability or you or any other person placing any reliance on this
announcement, its accuracy, completeness, currency or reliability.
Information in this announcement which is attributed to a
third-party source has not been checked or verified by the
Company. This announcement is not a prospectus or other
offering document. It is provided for information purposes and is
not an invitation nor offer of shares or recommendation for
subscription, purchase or sale in any jurisdiction. This
announcement does not purport to contain all the information that a
prospective investor may require in connection with any potential
investment in the Company. Each recipient must make its own
independent assessment of the Company before acquiring any shares
in the Company.
Persons distributing this
announcement must satisfy themselves that is lawful to do so. This
announcement is for information only and does not constitute an
offer to sell, or a solicitation of an offer to buy or otherwise
acquire, any securities in any jurisdiction. Persons needing advice
should consult an independent financial adviser.
Not investment advice
This announcement does not provide
investment advice or financial product advice. Each recipient
of the announcement should make its own enquiries and
investigations regarding all information in this announcement
including but not limited to the assumptions, uncertainties and
contingencies which may affect future operations of the Company and
the impact that different future outcomes might have on the
Company. Information in this announcement is not intended to be
relied upon as advice to investors or potential investors and has
been prepared without taking account of any person's individual
investment objectives, financial situation or particular needs.
Before making an investment decision, prospective investors should
consider the appropriateness of the information having regard to
their own investment objectives, financial situation and needs and
seek legal, accounting and taxation advice appropriate to their
jurisdiction. The Company is not licensed to provide financial
product advice in respect of its securities.
Forward looking
information
This announcement contains
forward-looking statements. Wherever possible, words such as
"intends", "expects", "scheduled", "estimates", "anticipates",
"believes", and similar expressions or statements that certain
actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved, have been used to identify
these forward-looking statements. Although the forward-looking
statements contained in this announcement reflect management's
current beliefs based upon information currently available to
management and based upon what management believes to be reasonable
assumptions, the Company cannot be certain that actual results will
be consistent with these forward-looking statements.
Forward-looking statements necessarily involve significant known
and unknown risks, assumptions and uncertainties that may cause the
Company's actual results, events, prospects and opportunities to
differ materially from those expressed or implied by such
forward-looking statements. Accordingly, prospective investors
should not place undue reliance on forward-looking statements. Any
forward-looking statements are made as of the date of this
announcement, and the Company assumes no obligation to update or
revise them to reflect new events or circumstances, unless
otherwise required by law.
JORC compliance
statements
It is a requirement of the ASX
Listing Rules that the reporting of ore reserves and mineral
resources in Australia comply with the Joint Ore Reserves
Committee's Australasian Code for Reporting of Mineral Resources
and Ore Reserves ("JORC Code"). Investors should note that while
ore reserve and mineral resource estimates of the Company comply
with the JORC Code (such JORC Code-compliant ore reserves and
mineral resources being "Ore Reserves" and "Mineral Resources"
respectively), they may not comply with the relevant guidelines in
other countries and, in particular, do not comply with (i) National
Instrument 43-101 (Standards of Disclosure for Mineral Projects) of
the Canadian Securities Administrators (the "Canadian NI 43-101
Standards"); or (ii) Item 1300 of Regulation S-K, which governs
disclosures of mineral reserves in registration statements filed
with the SEC. Information contained in this announcement describing
mineral deposits may not be comparable to similar information made
public by companies subject to the reporting and disclosure
requirements of Canadian or US securities laws.
Investment risk
There are a number of risks specific
to the Company and of a general nature which may affect the future
operating and financial performance of the Company and the value of
an investment in the Company. An investment in new securities is
subject to known and unknown risks, some of which are beyond the
control of the Company. The Company does not guarantee any
particular rate of return or the performance of the Company.
Investors should have regard to the risk factors outlined in its
investor presentation of today's date under the section titled
"Risks" when making their investment decision.
Financial data
The dollar values referred to in
this announcement are in Australian dollars (A$, AU$ or AUD) unless
otherwise stated. The information contained in this
announcement may not
necessarily be in statutory format. Amounts, totals and change
percentages are calculated on whole numbers and not the rounded
amounts presented. Past performance, including past share price
performance of the Company and any pro forma historical financial
information provided in this announcement is for illustrative
purposes only and is not represented as being indicative of the
Company's views on its future financial condition and/or
performance. Past performance of the Company cannot be relied upon
as an indicator of (and provides no guidance as to) the future
performance of the Company. Nothing contained in this
announcement nor any
information made available to you is, or shall be relied upon as a
promise, representation, warranty or guarantee, whether as to the
past, present or future.
Disclaimer
Canaccord Genuity (Australia)
Limited, Macquarie Capital (Australia) Limited and Morgans
Corporate Limited are acting as joint lead managers
("Joint Lead Managers") to the Offer and Stifel Nicolaus
Europe Limited ("Stifel") acting a co-lead manager for the United Kingdom (Stifel and
the Joint Lead Managers, together the "Lead Managers"). Macquarie Capital (Australia)
Limited is not an authorised deposit-taking institution for the
purposes of the Banking Act 1959 (Commonwealth of Australia), and
Macquarie Capital (Australia) Limited's obligations do not
represent deposits or other liabilities of Macquarie Bank Limited
ABN 46 008 583 542. Any investments are subject to investment
risk including possible delays in repayment and loss of income and
principal invested. Macquarie Bank Limited does not guarantee
or otherwise provide assurance in respect of the obligations of
Macquarie Capital (Australia) Limited.
To the maximum extent permitted by
law, the Company and the Lead Managers and their respective related
bodies corporate and affiliates, and their respective officers,
directors, employees, agents and advisers (in respect of the Lead
Managers, the "Lead Manager
Parties"): (i) disclaim all responsibility
and liability (including, without limitation, any liability arising
from fault, negligence or negligent misstatement) for any loss
(including consequential or contingent loss or damage) arising from
this announcement or reliance on anything contained in or omitted from it or
otherwise arising in connection with this announcement ; (ii) disclaim any
obligations or undertaking to release any updates or revision to
the information in this announcement
to reflect any change in expectations or
assumptions; and (iii) do not make any representation or warranty,
express or implied, as to the accuracy, reliability, completeness
of the information in this announcement or that this
announcement contains all
material information about the Company, the Offer or that a
prospective investor or purchaser may require in evaluating a
possible investment in the Company or acquisition of shares in the
Company, or likelihood of fulfilment of any forward-looking
statement or any event or results expressed or implied in any
forward-looking statement. The Lead Manager Parties have not
independently verified the information in this announcement and take no
responsibility for any part of this announcement or the Offer. Statements
made in this announcement
are made only at the date of the
announcement. The Company
is under no obligation to update this announcement. The information in
this announcement remains subject to change by the Company without notice. By
accepting this announcement, you represent, warrant
and agree that you have not relied on any statements made by the
Lead Manager Parties in relation to the Offer.
The Lead Manager Parties take no
responsibility for the Offer and make no recommendations as to
whether any person should participate in the Offer nor do they make
any representations or warranties (express or implied) concerning
the Offer, and they disclaim (and by accepting this
announcement you disclaim)
any fiduciary relationship between them and the recipients of
this announcement,
or any duty to the recipients of this announcement or participants in the
Offer or any other person. The Lead Manager Parties have not
authorised, permitted or caused the issue, submission, dispatch or
provision of this announcement
and, for the avoidance of doubt, and except for
references to their name, none of the Lead Manager Parties makes or
purports to make any statement in this announcement and there is no statement
in this announcement which is based on any statement by any of them. The Lead
Manager Parties may rely on information provided by or on behalf of
institutional investors in connection with managing the Offer and
without having independently verified that information and the Lead
Manager Parties do not assume any responsibility for the accuracy
or completeness of that information. The Lead Manager Parties may
have interests in the securities of the Company, including by
providing corporate advisory services to the Company. Further, the
Lead Manager Parties may act as market maker or buy or sell those
securities or associated derivatives as principal or
agent.
You acknowledge and agree that
determination of eligibility of investors for the purposes of the
Offer is determined by reference to a number of matters, including
legal and regulatory requirements, logistical and registry
constraints and the discretion of the Company and the Lead Managers
and each of the Company and the Lead Managers (and their respective
related bodies corporate, affiliates, officers, directors,
employees, agents and advisers) disclaim any duty or liability
(including for negligence) in respect of the exercise or otherwise
of that discretion, to the maximum extent permitted by
law.
In connection with the
Offer, one or more
investors may elect to acquire an economic interest in the new
shares ("Economic
Interest"), instead of subscribing for or
acquiring the legal or beneficial interest in those shares. A
Lead Manager (or its affiliates) may, for its own account, write
derivative transactions with those investors relating to the new
shares to provide the Economic Interest, or otherwise acquire
shares in the Company in connection with the writing of such
derivative transactions in the bookbuild and/or the secondary
market. As a result of such transactions, a Lead Manager (or
its affiliates) may be allocated, subscribe for or acquire new
shares or shares of the Company in the bookbuild and/or the
secondary market, including to hedge those derivative transactions,
as well as hold long or short positions in such shares. These
transactions may, together with other shares in the Company
acquired by the Lead Manager or its affiliates in connection with
its ordinary course sales and trading, principal investing and
other activities, result in the Lead Manager or its affiliates
disclosing a substantial holding and earning fees.
The Lead Managers and their
respective affiliates are full service financial institutions
engaged in various activities, which may include trading, financial
advisory, investment management, investment research, principal
investment, hedging, market making, brokerage and other financial
and non-financial activities and services including for which they
have received or may receive customary fees and expenses or other
transaction consideration. In the course of these activities,
the Lead Managers and their respective affiliates may at any time
for their own account and for the accounts of their clients make or
hold investments in equity securities or other financial products
of the Company or its affiliates, and receive customary fees and
expenses or other transaction consideration in respect of such
activities. The Lead Managers are acting as lead managers and
bookrunners to the Offer
for which they have received or expect to receive
fees and reimbursement of expenses.
Not an offer in the United
States
This announcement may not be
released to US wire services or distributed in the United States.
This announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States or
any other jurisdiction. Any securities described in this
announcement have not been, and will not be, registered under the
US Securities Act of 1933 and may not be offered or sold in the
United States except in transactions exempt from, or not subject
to, registration under the US Securities Act and applicable US
state securities laws.
United Kingdom
In the United Kingdom this
Announcement is for information purposes only and are directed only
at persons whose ordinary activities involve them 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:
qualified investors as defined under Article 2(e) of the UK
version of the Prospectus Regulation (EU) 2017/1129, which forms
part of the domestic law by virtue of European Union (Withdrawal)
Act 2018, as amended ("UK Prospectus Regulation"), who are also (i)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); or
(ii) high net worth companies, unincorporated associations and
other persons falling within Article 49(2)(a) to (d) of the Order
(together, "Relevant Persons").
In the United Kingdom any investment
or investment activity to which this announcement relates is only
available to, and will be engaged in only with, Relevant Persons.
This announcement is being distributed and communicated to persons
in the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply. All offers of the Placement Securities will be made
pursuant to an exemption under the UK Prospectus Regulation from
the requirement to produce a prospectus.
Neither this announcement nor any
other document relating to the Placement has been delivered for
approval to the FCA in the United Kingdom and no prospectus
(within the meaning of section 85 of FSMA has been published or is
intended to be published in respect of the Placement
Securities.
Neither the content of the Company's
website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other
website) is incorporated into, or forms part of, this
Announcement.
UK
Product Governance Requirements
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the
"UK
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 Placement Securities have been subject to a
product approval process, which has determined that such Placement
Securities are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each defined in paragraph 3 of
the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all distribution channels (the
"Target
Market Assessment"). Notwithstanding
the Target Market Assessment, distributors should note that: the
price of the Placement Securities may decline and investors could
lose all or part of their investment; the Placement Securities
offer no guaranteed income and no capital protection; and an
investment in the Placement 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. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placement. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of Chapters 9A or
10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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 Placement Securities. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placement Securities]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
("MiFID
II"); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures (together, the "MiFID II Product
Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placement Securities have been subject to
a product approval process, which has determined that such
Placement Securities are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the
"EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment,
distributors should note that: the price of the Placement
Securities may decline and investors could lose all or part of
their investment; the Placement Securities offer no guaranteed
income and no capital protection; and an investment in the
Placement 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. The EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placement.
Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU
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 Placement Securities. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placement Securities and determining appropriate distribution
channels.