TIDMARS
RNS Number : 7960I
Asiamet Resources Limited
28 November 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA (EXCEPT TO SOPHISTICATED INVESTORS OR PROFESSIONAL
INVESTORS, AS DEFINED BELOW), JAPAN OR THE REPUBLIC OF SOUTH AFRICA
OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR"). WITH THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
Proposed Placing to raise up to US$3.3 million
_____________________________________________________________________
28 November 2018 - Asiamet Resources Limited, (AIM: ARS) (the
"Company"), is pleased to announce a placing of up to 60,748,462
new common shares of par value US$0.01 each in the Company (the
"Placing Shares") at a price of 4.25 pence per Placing Share (the
"Placing Price") to raise up to approximately US$3.3m
(approximately GBP2.6m) (the "Placing"). The net proceeds from the
Placing will primarily be used to:
-- complete the BKM feasibility study with additional infill
drilling program to upgrade inferred resources and provide
increased data through geotechnical drilling for mine design
parameters. This work will ultimately deliver the final feasibility
study for the BKM copper project during H1 2019;
-- drill walk up targets in the BKM project area, extend the BKZ
resource and drill the Baroi prospect, subject to permitting;
and
-- commence CSR programmes on the Beutong copper-gold project
and continue to plan and evaluate strategic development options for
the Beutong copper-gold project.
The Placing is being conducted through an accelerated
bookbuilding process (the "Accelerated Bookbuild") which will be
launched immediately following the release of this announcement
(the "Announcement") and which is expected to close no later than
4.00 pm (GMT) today. The Company has appointed Joh. Berenberg,
Gossler & Co. KG, London Branch ("Berenberg") as sole
bookrunner.
Highlights
-- Up to US$3.3 million to be raised via a proposed Placing at
an issue price of 4.25 pence per Placing Share ("Placing
Price").
-- The proceeds of the Placing are expected to be utilised as follows:
o US$1.09 million for completing the BKM feasibility study, the
infill drilling program to upgrade inferred resources, the
geotechnical drilling and the mining study and economic
analysis;
o US$1.02 million for drilling on walk up targets in the BKM
project area, extending the BKZ resource and drilling the Baroi
prospect, subject to permitting;
o US$0.35 million to commence a CSR program with planning to
further evaluating the strategic development options for the
Beutong copper-gold project; and
o US$0.83 million for general working capital purposes and
expenses associated with the Placing.
-- The Placing Price of 4.25 pence per Placing Share which is
the closing price per Existing Common Share on 27 November 2018
(being the latest practicable date prior to publication of this
Announcement).
-- Certain Directors have indicated an intention to participate in the Placing.
Peter Bird, Asiamet CEO commented:
"Asiamet remains focused on the successful completion of a
feasibility study at its wholly-owned BKM copper project and this
financing allows us to complete the additional work programs
required as set out in the recent BKM update (as announced on 18
October). A detailed planning process was undertaken which has
allowed the Company to mobilise our own drill rigs and we expect to
provide a continued update on the progress of this drilling
campaign as results come to hand together with the ultimate
delivery of the Feasibility Study.
The 2018 drill campaign at Beutong has seen some very exciting
results and this placing enables the Company to consider strategic
options for the large copper-gold porphyry project. The Company
continues with partner discussions for the project and will seek to
provide further options for development. Our portfolio of advanced
copper and copper-gold projects with excellent supporting
infrastructure and tenure is well placed given the shortage of
strong development opportunities over the medium to longer
term."
The Accelerated Bookbuild
The Placing is being conducted by way of an Accelerated
Bookbuild led by Berenberg as sole bookrunner.
The Placing is being conducted under existing authorities to
allot shares and as such there is no requirement for shareholder
approval at a general meeting.
The Company has today entered into the Placing Agreement with
Berenberg which contains customary terms and conditions. Pursuant
to the Placing Agreement, Berenberg has conditionally agreed, as
agent for the Company, to use its reasonable endeavours to procure
Placees for the Placing Shares at the Placing Price.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this Announcement (which
forms part of this Announcement).
The book for the Accelerated Bookbuild will open with immediate
effect. The book is expected to close no later than 4.00 p.m. (GMT)
today. The timing of the closing of the book and the making of
allocations may be accelerated or delayed at Berenberg's sole
discretion. The Appendix to this Announcement contains the detailed
terms and conditions of the Placing and the basis on which
investors may participate in the Accelerated Bookbuild. The Placing
is not being underwritten by Berenberg. Details of the number of
Placing Shares conditionally placed with institutional and other
investors pursuant to the Placing and gross proceeds will be
announced as soon as practicable after the close of the Accelerated
Bookbuild.
Qualifying investors who are invited, and who choose, to
participate in the Accelerated Bookbuild by making an oral and
legally binding offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety,
including the Appendix, and to be making such offer on the terms
and subject to the conditions contained herein and to be making the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
The Placing Shares will be issued credited as fully paid and
will rank pari passu with the Existing Common Shares, including the
right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of such shares after the
date of their issue.
Admission
An application will be made for the Placing Shares to be
admitted to trading on AIM and it is expected that Admission will
become effective and trading will commence in the Placing Shares at
8.00 a.m. on 5 December 2018. The exact number of shares to be
admitted will be advised in a further announcement following the
completion of the Accelerated Bookbuild.
Further details of the Placing can be found below.
Enquiries:
Tony Manini
Executive Chairman, Asiamet Resources Limited
Email: tony.manini@asiametresources.com
Peter Bird
Director & CEO, Asiamet Resources Limited
Email: peter.bird@asiametresources.com
Sole Bookrunner & Joint Broker: Berenberg
Matthew Armitt, Sara MacGrath
Telephone: +44 20 3207 7814
Email: matthew.armitt@berenberg.com /
sara.macgrath@berenberg.com
Joint Broker: Optiva Securities
Christian Dennis
Telephone: +44 20 3137 1903
Email: christian.dennis@optivasecurities.com
FlowComms Limited
Sasha Sethi
Telephone: +44 (0) 7891 677 441
Email: sasha@flowcomms.com
Nominated Adviser: RFC Ambrian Limited
Andrew Thomson , Stephen Allen
Telephone: +61 8 9480 2500
Email: andrew.thomson@rfcambrian.com /
stephen.allen@rfcambrian.com
IMPORTANT INFORMATION
The information contained in this Announcement does not
constitute an offering of securities for sale in the United States
of America and no securities have been or will be registered under
the United States Securities Act 1933, as amended (the "Securities
Act") or under the securities laws of any state or other
jurisdiction in the United States of America nor will they qualify
for distribution under any of the relevant securities laws of
Australia (other than to "Sophisticated Investors" (as defined in
Section 708(8) of the Australian Corporations Act 2001) or
"Professional Investors" (as defined in Section 708(11) of the
Australian Corporations Act 2001)), Canada, Japan or the Republic
of South Africa, nor has any prospectus in connection with the
securities been lodged with or registered by the Australian
Securities and Investments Commission. The securities may not be
offered or sold in the United States of America. This announcement
is not for distribution directly or indirectly in or into the
United States of America, Australia (other than to "Sophisticated
Investors" (as defined in Section 708(8) of the Australian
Corporations Act 2001) or "Professional Investors" (as defined in
Section 708(11) of the Australian Corporations Act 2001)), Canada,
Japan or the Republic of South Africa or in any other jurisdiction
in which such publication or distribution is unlawful.
This Announcement, does not constitute a prospectus or
prospectus equivalent document for the purposes of the prospectus
rules and has not been, and will not be, approved by, or filed
with, the Financial Conduct Authority ("FCA"). It does not
constitute or form part of, and should not be construed as, an
offer to sell or issue, or a solicitation of any offer of or
invitation to buy or subscribe for, any securities, nor shall it
(or any part of it), or the fact of its distribution, form the
basis of, or be relied on in connection with, or act as an
inducement to enter into, any contract or commitment whatsoever.
Any failure to comply with these restrictions may constitute a
violation of the applicable securities laws in such jurisdiction.
This Announcement does not constitute a recommendation regarding
any securities.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards (IFRS) applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements.
Any forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by the FCA, the London Stock Exchange or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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
Berenberg 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.
Berenberg is authorised and regulated by the German Federal
Financial Supervisory Authority and is subject to limited
regulation in the UK by the FCA. Berenberg is acting for the
Company and for no-one else in connection with the Placing, and
will not be responsible to anyone other than the Company for
providing the protections afforded to its customers or for
providing advice to any other person in relation to the Placing or
any other matter referred to herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Berenberg that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Berenberg to
inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
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.
All times and dates in this Announcement may be subject to
amendment. Berenberg shall notify the Placees and any person acting
on behalf of the Placees of any changes.
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 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) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Offer. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Berenberg will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Note: for the purposes of this announcement figures have been
calculated based on an exchange rate of US$1.2743=GBP1.00
FURTHER DETAILS OF THE PLACING
KSK CoW Area
The Company remains focussed on the KSK CoW where it plans to
deliver the BKM copper project feasibility study during H1 2019.
The Company will also prioritise a series of high priority
exploration targets for testing. The wider potential of the KSK CoW
area has been enhanced through drilling programs since August 2017.
The Company proposes to pursue further walk up targets in the BKM
project area, including satellite deposits around BKM and the more
regional Baroi prospect, subject to permitting, and expand the
maiden Mineral Resource at the zinc-copper rich BKZ deposit. These
projects may in the future utilise the potential infrastructure of
the BKM mine.
The Beutong Project
Beutong is a large porphyry copper-gold system, which comprises
the Beutong East Porphyry ("BEP"), Beutong West Porphyry ("BWP")
and the Beutong Skarn ("BSK"). Beutong has current NI 43-101
compliant Resources containing 2.4Mt (5.3Blb) copper, 2.1Moz gold
and 20.6Moz silver on a 100% basis and 1.92Mt (4.24Blb) copper,
1.68Moz gold and 16.48Moz silver on an 80% attributable basis (see
announcement dated 25 June 2018). The surface mineralisation at BEP
and BWP comprises chalcocite, covellite and digenite mineralisation
with lesser chalcopyrite.
At 600m-700m depth there is a notable transition to
chalcopyrite-bornite mineralisation, similar to the deeper sections
of other porphyry systems in Southeast Asia such as the giant
high-grade Grasberg Indonesia (Freeport-McMoRan Copper & Gold),
Wafi-Golpu PNG (Newcrest Mining) and Tujah Bukit Indonesia (Merdeka
Resources) porphyry deposits. At depth in the BEP, large clasts of
potassic altered (biotite, potassic feldspar and magnetite) diorite
porphyry with intense stockwork chalcopyrite-bornite mineralisation
occur within a diatreme breccia and are interpreted to have been
transported from a high-grade potassic core at depth.
Results from the 2018 drilling campaign to date have met the
Company's objectives of confirming the existing resources and
testing extensions both laterally and at depth. This has also
highlighted potential for further significant expansion of the
Beutong resource. The presence of strong molybdenum mineralisation
at depth in BEU1350-02 also indicates potential for a deeper
high-grade copper core, as occurs in many of the larger
Asia-Pacific porphyry systems.
The Beutong project is differentiated from many other large
copper deposits by its location in moderate terrain 60 kilometres
from the coast and by its proximity to well-developed nearby
transport and general infrastructure including roads, power and
seaport. These key features have the potential to favourably impact
development economics.
Use of Proceeds
The proceeds of the Placing are expected to be utilised as
follows:
-- US$1.09 million for completing the BKM feasibility study, the
infill drilling program to upgrade inferred resources, the
geotechnical drilling and the mining study and economic
analysis;
-- US$1.02 million for drilling on walk up targets in the BKM
project area, extending the BKZ resource and drilling the Baroi
prospect, subject to permitting;
-- US$0.35 million to commence a CSR program with planning to
further evaluating the strategic development options for the
Beutong copper-gold project; and
-- US$0.83 million for general working capital purposes and
expenses associated with the Placing.
The Company will also continue to explore other strategic
financing alternatives to develop its assets during 2019.
Details of the Placing
The Company is proposing to raise, in aggregate, up to
approximately US$3.3 million through the issue of up to 60,748,462
Placing Shares pursuant to a Placing at the Placing Price.
The aggregate number of Placing Shares to be issued pursuant to
the Placing is expected, on Admission, to represent approximately
6.08 per cent. of the Enlarged Share Capital.
The Placing Price of 4.25 pence per Placing Share which is the
closing price per Existing Common Share on 27 November 2018 (being
the latest practicable date prior to publication of this
Announcement).
An application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission of the Placing Shares will become effective at 8.00
a.m. on 5 December 2018. The exact number of shares to be admitted
will be advised in a further announcement.
The Placing Shares will be issued credited as fully paid and
will rank in full for all dividends and other distributions
declared, made or paid after Admission in respect of Common Shares
and will otherwise rank on Admission pari passu in all respects
with the Existing Common Shares. The Placing Shares are not being
made available to the public and are not being offered or sold in
any jurisdiction where it would be unlawful to do so.
The Placing Agreement
A placing agreement has been entered into between (1) the
Company and (2) Berenberg in connection with the Placing and
pursuant to which Berenberg has agreed, in accordance with its
terms, to use reasonable endeavours to place the Placing Shares
with Placees. The terms of the Placing Agreement provide that the
Placing is conditional, amongst other things, on:
(a) 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; and
(b) Admission becoming effective by no later than 8.00 a.m. on 5
December 2018 (or such later time and/or date, being no later than
8.00 a.m. on 14 December 2018 as the Company and Berenberg may
agree in writing).
The Placing Agreement contains customary warranties and
indemnities given by the Company to Berenberg as to matters
relating to the Group and its business and a customary indemnity
given by the Company to Berenberg in respect of liabilities arising
out of or in connection with the Placing. Berenberg is entitled to
terminate the Placing Agreement in certain circumstances prior to
Admission including circumstances where there is a breach of
warranty or on the occurrence of certain force majeure events.
Settlement and Dealings
The Placing is being conducted under existing authorities to
allot shares and as such there is no requirement for shareholder
approval at a general meeting. As set out above, it is expected
that Admission of the Placing Shares will become effective at 8.00
a.m. on 5 December 2018.
APPIX: TERMS AND CONDITIONS OF THE PLACING
This announcement, including this appendix (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
(except to sophisticated investors or professional investors, as
defined below), Canada, Japan, or the Republic of South Africa or
any other jurisdiction in which such publication or distribution
would be unlawful.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
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 "Qualified Investors" as defined in Article 2.1(e) of the EU
Prospectus Directive (which means Directive 2003/71/EC and includes
any relevant implementing directive measure in any member state)
(the Prospectus Directive); and (b) in the United Kingdom, persons
who are: (i) "Investment Professionals" within the meaning of
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (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 must not be acted on or
relied on by persons who are not relevant persons. Any investment
or investment activity to which this appendix and the terms and
conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons. This
appendix 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 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. No
offering of securities is being made in the United States. No
money, securities or other consideration from any person inside the
United States is being solicited and, if sent in response to the
information contained in this Announcement, will not be
accepted.
Each placee should consult with its own advisers as to legal,
tax, business and related aspects of an investment in placing
shares.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the Placees), will
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular each such Placee represents warrants and
acknowledges to the Company and Berenberg that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (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 Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Berenberg 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 other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
3. it is acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S under the
Securities Act; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix.
The Company and Berenberg will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia (other than to
"sophisticated investors" (as defined in section 708(8) of the
Australian Corporations Act 2001) or "professional investors" (as
defined in section 708(11) of the Australian Corporations Act
2001)), Canada, Japan or the Republic of South Africa or in any
other jurisdiction in which such publication or distribution is
unlawful. Persons into whose possession this Announcement may come
are required by the Company to inform themselves about and to
observe any restrictions of transfer of this Announcement.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only outside the United States in accordance with
Regulation S.
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 under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia (other than to "sophisticated
investors" (as defined in section 708(8) of the Australian
Corporations Act 2001) or "professional investors" (as defined in
section 708(11) of the Australian Corporations Act 2001)), Canada,
Japan or the Republic of South Africa or any other jurisdiction
outside the United Kingdom.
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.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
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 Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
Berenberg has entered into the Placing Agreement with the
Company under which Berenberg has conditionally agreed on the terms
and subject to the conditions set out therein, as agent for the
Company, to use its reasonable endeavours to place the Placing
Shares at the Placing Price with certain institutional investors.
The Placing is not being underwritten by Berenberg or any other
person.
The number of Placing Shares to be issued at the Placing Price
will be determined following completion of the Accelerated
Bookbuild as set out in this Announcement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Common
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Existing Common Shares after the date of issue of the Placing
Shares.
Application for admission to trading
An application will be made for admission of the Placing Shares
to trading on AIM. It is expected that settlement of the Placing
Shares and Admission will become effective on or around 8.00 a.m.
on 5 December 2018 and that dealings in the Placing Shares will
commence at that time. The exact number of shares to be admitted
will be advised in a further announcement.
Accelerated Bookbuild
Berenberg will today commence an accelerated bookbuilding
process in respect to the Placing to determine demand for
participation in the Placing by any Placees at the Placing Price.
This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Accelerated Bookbuild. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares.
Berenberg and the Company shall be entitled to effect the
Placing (in whole or in part) by such alternative method to the
Accelerated Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. Berenberg is acting as sole bookrunner to the Placing as an
agent for and on behalf of the Company. Berenberg is authorised and
regulated by the German Federal Financial Supervisory Authority and
is subject to limited regulation in the UK by the FCA. Berenberg is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Berenberg or for providing
advice in relation to the matters described in this
Announcement.
2. Berenberg is arranging the Accelerated Bookbuild and Placing as agent of the Company.
3. Participation in the Accelerated Bookbuild and Placing will
only be available to persons who may lawfully be, and are, invited
to participate by Berenberg. Berenberg and its affiliates are
entitled to enter bids in the Accelerated Bookbuild as
principal.
4. The Accelerated Bookbuild will establish the number of
Placing Shares to be issued at the Placing Price, which will be
agreed between Berenberg and the Company following completion of
the Accelerated Bookbuild. The number of Placing Shares will be
announced on a Regulatory Information Service following the
completion of the Accelerated Bookbuild.
5. To bid in the Accelerated Bookbuild, prospective Placees
should communicate their bid by telephone to their usual sales
contact at Berenberg. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Placing Price. Bids may be scaled down by Berenberg on the basis
referred to paragraph 8 below.
6. The Accelerated Bookbuild is expected to close no later than
4.00 p.m. (London) today but may be closed earlier or later at the
discretion of Berenberg. Berenberg may, in agreement with the
Company, accept bids that are received after the Accelerated
Bookbuild has closed.
7. Each Placee's allocation will be confirmed to Placees orally,
or by email, by Berenberg, following the close of the Accelerated
Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. An oral or emailed
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of Berenberg and the Company, under which it
agrees to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix (which are deemed to be incorporated in such trade
confirmation or contract note) and in accordance with the Company's
Articles of Association.
8. Subject to paragraphs 5 and 6 above, Berenberg may choose to
accept or reject bids, either in whole or in part, on the basis of
allocations determined at its discretion (in consultation with the
Company) and may scale down any bids for this purpose on such basis
as they may determine. Berenberg may also, notwithstanding
paragraphs 5 and 6 above, subject to the prior consent of the
Company: (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Accelerated Bookbuild has closed
to any person submitting a bid after that time.
9. A bid in the Accelerated Bookbuild will be made on the terms
and subject to the conditions in this Announcement and will be
legally binding on the Placee on behalf of which it is made and,
except with the consent of Berenberg, will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to Berenberg to pay to Berenberg (or as
Berenberg may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares for
which such Placee has agreed to subscribe. Each Placee's
obligations will be owed to Berenberg.
10. Except as required by law or regulation, no press release or
other announcement will be made by Berenberg 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 under the Accelerated Bookbuild and Placing
will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Right to terminate
under the Placing Agreement".
13. By participating in the Accelerated Bookbuild, 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 Berenberg nor any of its respective
affiliates 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. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and Berenberg shall not have any liability to the Placees for the
failure of the Company to fulfil those obligations. In particular,
neither Berenberg nor any of its respective affiliates shall have
any liability (including to the extent permissible by law, any
fiduciary duties) in respect of Berenberg's conduct of the
Accelerated Bookbuild or of such alternative method of effecting
the Placing (in whole or in part) as Berenberg and the Company may
agree.
Conditions of the Placing
Completion of the Placing is conditional on, inter alia:
(a) the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
(b) the Placing Agreement not having been terminated in accordance with its terms;
(c) none of the warranties or undertakings in the Placing
Agreement being untrue, inaccurate or misleading; and
(d) Admission becoming effective by no later than 8.00 a.m. on 5
December 2018 (or such later date as the Company and Berenberg may
agree (being not later than 8.00 a.m. on 14 December 2018).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Berenberg by the respective time or date where specified (or such
later time or date as the Company and Berenberg may agree, but not
being later than 8.00 am on 14 December 2018); (ii) any of such
conditions becomes incapable of being fulfilled; or (iii) the
Placing Agreement is terminated in its entirety in the
circumstances specified below, the Placing will lapse and the
Placee's 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 against
Berenberg in respect thereof.
Berenberg may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, 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 above 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 Berenberg nor the Company 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 Berenberg.
Right to terminate under the Placing Agreement
Berenberg is entitled, at any time before Admission, to
terminate its obligations under the Placing Agreement by giving
notice to the Company in certain circumstances, including, inter
alia:
(a) a breach of the warranties given by the Company in the Placing Agreement; or
(b) a material breach by the Company of any of its obligations
under the Placing Agreement; or
(c) in Berenberg's opinion, there having been a material adverse
change in the financial position and/or prospects of the Company or
the Group.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares. The rights and obligations of the Placees shall
terminate only in the circumstances described in these terms and
conditions and will not be subject to termination by the Placee or
any prospective Placee at any time or in any circumstances. By
participating in the Placing, Placees agree that the exercise by
Berenberg of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of
Berenberg, and that it need not make any reference to Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require 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
in relation to the Placing, and any Placees' commitments will be
made solely on the basis of the information contained in the
Announcement (including this Appendix) and the Exchange Information
(as defined further below).
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 neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or Berenberg or any other person and
neither Berenberg nor 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 (or any of them) 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 any of Berenberg, 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 Berenberg is 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. No Placee should 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
Settlement of transactions in the Placing Shares (ISIN:
BM04521V1038) following Admission will take place in the form of
depository interests representing Placing Shares within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, Berenberg reserves
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
they deem 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.
Following the close of the Accelerated Bookbuild, 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 Berenberg, stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee to Berenberg (in GBP) and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions that it has in place with Berenberg.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two (2) percentage points above LIBOR as
determined by Berenberg.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Berenberg may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Berenberg'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 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 Berenberg all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Berenberg lawfully takes in pursuance of
such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. 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) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Berenberg:
1. it represents and warrants that it has read and understood
this Announcement, including the 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. it acknowledges that no offering document, admission document
or prospectus has been, or is required to be, prepared in
connection with the Placing and represents and warrants that it has
not received and will not receive a prospectus, admission document
or other offering document in connection therewith;
3. it acknowledges that the Existing Common Shares are admitted
to trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
AIM Rules and EU Regulation 596/2014 (collectively "Exchange
Information");
4. it acknowledges that none of Berenberg, the Company, any of
their respective affiliates or any person acting on behalf of any
of them has provided, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Berenberg, the Company,
any of their respective affiliates or any person acting on behalf
of any of them to provide it with any such information;
5. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Berenberg, their respective affiliates or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously or concurrently
published by or on behalf of the Company, and will not be liable
for any Placee's decision to participate in the Placing based on
any information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement and
any Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made
by any of Berenberg or the Company, or, if received, it has not
relied upon any such information, representations, warranties or
statements (including any management presentation that may have
been received by any prospective Placee) and neither Berenberg nor
the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied solely on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing and it will
not rely on any investigation that either Berenberg, Berenberg's
affiliates or any person acting on behalf of any of them has or may
have conducted;
6. it represents and warrants that it has neither received nor
relied on any unpublished price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. it acknowledges that none of Berenberg, Berenberg's
affiliates or any person acting on behalf of any of them has or
shall have any liability for the Exchange Information, any publicly
available or filed information or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
8. it represents and warrants that it is acquiring the Placing
Shares in an "offshore transaction" as defined in and pursuant
Regulation S under the Securities Act;
9. it acknowledges that it is acquiring the Placing Shares for
its own account or for one or more accounts for which, in each
case, it exercises sole investment discretion, for investment
purposes and not with a view to any distribution or for resale in
connection with, the distribution thereof in whole or in part, in
the United States and that it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
10. it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any state
or other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other United
States regulatory authority, and agrees not to 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;
11. unless otherwise specifically agreed in writing with
Berenberg, it represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of the
United States, Australia (other than if it is a "sophisticated
investor" (as defined in section 708(8) of the Australian
Corporations Act 2001) or a "professional investor" (as defined in
section 708(11) of the Australian Corporations Act 2001)), Canada,
Japan or the Republic of South Africa;
12. it acknowledges that the Placing Shares have not been and
will not be registered under the securities legislation of the
United States, Australia, Canada, Japan or the Republic of South
Africa and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions;
13. it represents and warrants that the issue to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
14. it represents and warrants that: (i) it has complied with
its obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, 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 and (ii) 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; (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, 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 Berenberg such evidence, if any, as
to the identity or location or legal status of any person which
Berenberg 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
Berenberg on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be purchased by it or
at its direction pursuant to the Placing being reduced to such
number, or to nil, as Berenberg may decide at its sole
discretion;
15. it represents and warrants that, to the extent it has
received any inside information (for the purposes of the Market
Abuse Regulation (EU Regulation No. 596/2014 ("MAR")) and section
56 of the Criminal Justice Act 1993) in relation to the Company and
its securities, it has not: (a) dealt (or attempted to deal) in the
securities of the Company; (b) encouraged, recommended or induced
another person to deal in the securities of the Company; or (c)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
16. it acknowledges that it has consented to receive information
in respect of securities of the Company and other price-affected
securities (as defined in the Financial Services and Markets Act
2000, as amended ("FSMA")) which makes it an "insider" for the
purposes of Part V of FSMA and MAR, and it agrees not to deal in
any securities of the Company until such time as the inside
information (as defined in FSMA) of which it has been made aware
has been made public for the purposes of FSMA or it has been
notified by Berenberg or the Company that the proposed Placing will
not proceed and any unpublished price sensitive information of
which it is aware has been publicly announced, and, other than in
respect of its knowledge of the proposed Placing, it has neither
received nor relied on any confidential price sensitive information
concerning the Company or the Placing Shares;
17. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, it represents and warrants that
the Placing Shares purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Berenberg has been
given to the offer or resale;
18. it represents and warrants that it has not offered or sold
and, prior to the expiry of a period of six (6) months from
Admission, will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
19. it represents and warrants that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive;
20. it represents and warrants 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 which do not require the approval
of the communication by an authorised person under section 21(1) of
FSMA;
21. it represents and warrants that it has complied and will
comply with all applicable provisions of FSMA with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
22. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Berenberg in writing, it
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive;
23. if in the United Kingdom, it represents and warrants that it
is a person: (i) who is an investment professional within the
meaning of Article 19(5) of the Order; (ii) who falls within
Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the Order; or (iii) to whom this
Announcement may otherwise be lawfully communicated;
24. if in Australia, it represents and warrants that it is a
"sophisticated investor" (as defined in section 708(8) of the
Australian Corporations Act 2001) or a "professional investor" (as
defined in section 708(11) of the Australian Corporations Act
2011));
25. if in Hong Kong, it represents and warrants that it is a
"professional investor" (as defined in section 1 of Part 1 of
Schedule 1 to the Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong));
26. it represents and warrants that it and any person acting on
its behalf is entitled to acquire the Placing Shares under the laws
of all relevant jurisdictions and that it has all necessary
capacity and has obtained all necessary consents and authorities
and taken any other necessary actions to enable it to commit to
this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
27. where it is acquiring Placing Shares for one or more managed
accounts, it represents and warrants that 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) to receive on its behalf any investment letter
relating to the Placing in the form provided to you by Berenberg as
appropriate;
28. it undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Berenberg may determine and
without liability to such Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise
upon the placing or sale of such Placee's Placing Shares on its
behalf;
29. it acknowledges that none of Berenberg, Berenberg's
affiliates, or any person acting on behalf of any of them, are
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of Berenberg and that Berenberg has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
30. it undertakes that the person whom it specifies for
registration as the holder of the Placing Shares will be (i) itself
or (ii) its nominee, as the case may be. Neither Berenberg nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Berenberg in respect of the same on the
basis that the Placing Shares, in the form of depository interests
representing Placing Shares, will be allotted to the CREST stock
account of Berenberg, who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
31. 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 Berenberg in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
32. it acknowledges that time shall be of the essence as regards
to obligations pursuant to this Appendix to the Announcement;
33. it agrees it will be bound by the terms of the Company's Articles of Association;
34. it agrees that the Company, Berenberg, and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Berenberg on Berenberg's own behalf
and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy
thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
35. it agrees to indemnify on an after-tax basis and hold the
Company, Berenberg, 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 provisions of this Appendix shall survive after completion
of the Placing;
36. it acknowledges that no action has been or will be taken by
any of the Company, Berenberg, or any person acting on behalf of
the Company or Berenberg that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
37. it acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature 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.
It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved; and
38. it acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Berenberg for
itself and on behalf of the Company and are irrevocable.
The agreement to settle a Placee's subscription (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 nor
Berenberg 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 Berenberg in
the event that any of the Company and/or Berenberg has 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
Berenberg accordingly, as appropriate.
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 by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Berenberg does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Berenberg or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Berenberg, any money held in an account with Berenberg
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Berenberg's money in accordance with
the client money rules and will be used by Berenberg in the course
of its own business and the Placee will rank only as a general
creditor of Berenberg.
All times and dates in this Announcement may be subject to
amendment. Berenberg shall notify the Placees and any person acting
on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit
forecast, 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.
The price of shares 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 shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the AIM Market of the London Stock Exchange.
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.
DEFINITIONS
The following definitions apply throughout this Announcement
unless otherwise stated.
"Accelerated Bookbuild" the accelerated bookbuilding
process being launched in connection
with the Placing
"Admission" admission of the Placing Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
-------------------------------------------
"AIM" the market of that name operated
by the London Stock Exchange
-------------------------------------------
"AIM Rules" the AIM Rules for Companies and
including, where applicable,
any guidance notes published
by the London Stock Exchange
from time to time
-------------------------------------------
"Announcement" this announcement and the appendix
-------------------------------------------
"Berenberg" Joh. Berenberg, Gossler & Co.
KG, London Branch
-------------------------------------------
"Beutong" the Company's porphyry copper-gold
system located in Nagan Raya
Regency, Aceh on the island of
Sumartra, Indonesia
-------------------------------------------
"BEP" Beutong East Porphyry
-------------------------------------------
"BKM" the Company's Beruang Kanan Main
Copper Project in Central Kalimantan,
Indonesia
-------------------------------------------
"BKZ" Beruang Kanan Zinc
-------------------------------------------
"BSK" Beutong Skarn
-------------------------------------------
"BWP" Beutong West Porphyry
-------------------------------------------
"Enlarged Share Capital" the entire issued share capital
of the Company immediately following
completion of the Placing
-------------------------------------------
"Existing Common Shares" the Common Shares in issue immediately
prior to completion of the Placing
-------------------------------------------
"Common Shares" common shares of US$0.01 each
in the capital of the Company
-------------------------------------------
the "Company" Asiamet Resources Limited
-------------------------------------------
"CREST" the settlement system which enables
title to securities to be evidenced
and transferred in dematerialised
form of which Euroclear UK &
Ireland Limited is the operator
-------------------------------------------
"CoW" Contract of Works
-------------------------------------------
"Directors" the board of directors of the
Company
-------------------------------------------
"FCA" the Financial Conduct Authority
-------------------------------------------
"FSMA" the Financial Services and Markets
Act 2000, as amended
-------------------------------------------
"KSK" PT Kalimantan Surya Kencana
-------------------------------------------
"MAR" the EU Market Abuse Regulation
no. 596/2014 and any delegated
or implementing regulations included
thereunder
-------------------------------------------
"MiFID II" EU Directive 2014/65/EU on markets
in financial instruments, as
amended
-------------------------------------------
"Mineral Resource" a concentration or occurrence
of diamonds, natural solid inorganic
material, or natural solid fossilized
organic material including base
and precious metals, coal, and
industrial minerals in or on
the Earth's crust in such form
and quantity and of such a grade
or quality that it has reasonable
prospects for economic extraction.
The location, quantity, grade,
geological characteristics and
continuity of a Mineral Resource
are known, estimated or interpreted
from specific geological evidence
and knowledge
-------------------------------------------
"Order" the Financial Services and Markets
Act 2000 (Financial Promotion)
Order 2005
-------------------------------------------
"Placees" the persons who are procured
by Berenberg, as agent of the
Company, to subscribe for Placing
Shares at the Placing Price pursuant
to the Placing
-------------------------------------------
"Placing" the proposed placing of the Placing
Shares by Berenberg in accordance
with the Placing Agreement
-------------------------------------------
"Placing Agreement" the placing agreement dated 28
November 2018 made between the
Company and Berenberg
-------------------------------------------
"Placing Price" 4.25 pence per Placing Share
-------------------------------------------
"Placing Shares" the new Common Shares to be issued
and allotted by the Company to
Placees pursuant to the terms
of the Placing Agreement
-------------------------------------------
"Prospectus Directive" EU Directive 2003/71/EC, as amended
-------------------------------------------
"Regulatory Information Service" a service approved by the London
Stock Exchange for the distribution
to the public of regulatory announcements
in accordance with the AIM Rules
-------------------------------------------
the "Securities Act" the United States Securities
Act 1933, as amended
-------------------------------------------
-end-
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEFKFDQNBDDODB
(END) Dow Jones Newswires
November 28, 2018 09:00 ET (14:00 GMT)
Asiamet Resources (LSE:ARS)
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Asiamet Resources (LSE:ARS)
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