THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (THE "ANNOUNCEMENT")
AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, RUSSIA,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS
RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
Chariot Limited
("Chariot", the "Company"
or the "Group")
19 July 2024
Proposed Placing and Subscription to
raise approximately US$6 million (£4.6 million)
and Open Offer to raise up
to US$2 million (£1.5 million)
Chariot (AIM: CHAR), the Africa focused transitional
energy company, is pleased to announce its intention to undertake a
fundraising by way of a placing (the "Placing") and a direct subscription
(the "Subscription") of, in
aggregate, approximately US$6 million (£4.6 million) net of
expenses and an open offer (the "Open Offer") of up to US$2 million
(£1.5 million) (the Placing, Subscription and Open Offer together
the "Fundraising").
Pursuant to the Fundraising, it is estimated that the Company will
issue approximately 71,445,582 new Ordinary Shares pursuant to the
Placing and the Subscription and up to 23,815,194 new Ordinary
Shares pursuant to the Open Offer, in each case at an issue price
of 6.5 pence per share (the "Issue
Price").
The Placing will be conducted in accordance with the
terms and conditions set out in Appendix 2 to this announcement
(this "Announcement") by
way of an accelerated bookbuild ("Bookbuild" or "ABB") at the Issue Price which will be
launched immediately following this Announcement. The timing of the
closing of the Bookbuild and the allocations are at the absolute
discretion of Cavendish Capital Markets Limited and Stifel Nicolaus
Europe Limited (together, the "Joint Bookrunners") and the Company.
The results of the Placing and Subscription will be announced as
soon as practicable after the close of the Bookbuild. The
Placing is not being underwritten.
As part of the Fundraising, the Company proposes to
raise up to US$2 million (£1.5 million) by the issue of New
Ordinary Shares pursuant to an Open Offer to Qualifying
Shareholders at the Issue Price.
Highlights:
· The net
proceeds of the Fundraising will be used as follows in order
to:
o Strengthen the
balance sheet to continue to progress and deliver value from
Chariot's portfolio of projects
o Secure a
material new venture opportunity with multi-billion barrel
potential
o Progress
onshore gas commercialisation plans in Morocco to build a gas to
industry supply
· As well
as securing the new venture opportunity, other key near term
catalysts include the offshore drilling and testing of the
Anchois-East well in partnership with Energean which is expected to
commence mid-August 2024 with the objective to unlock a final
investment decision ("FID") on the development, and a flow test on
the gas discovery in the onshore Loukos licence, also planned for
Q3 2024.
· As part
of the Subscription, certain Directors and senior managers of the
Company intend to subscribe for New Ordinary Shares for
approximately US$1 million (£0.8 million), of which Adonis
Pouroulis intends to subscribe for approximately US$0.7 million
(£0.5 million).
· Open
Offer on the basis of 1 Open Offer Share for every 46 Existing
Ordinary Shares held1.
· Following
the close of the Bookbuild, the Company expects to send the
Circular, containing a notice of General Meeting, on or about 24
July 2024. Full details of the Open Offer, a proxy form and (where
applicable) an Open Offer application form will also be included
within, or sent with, the Circular.
1 In the event that the rate of British Pounds Sterling to
United States Dollars fluctuates significantly before the date of
the Circular, the number of Open Offer Shares issued may
change.
Commenting on the
Fundraising, Adonis Pouroulis, CEO of Chariot, said:
"Chariot has a
number of key catalysts coming up over the next few months that
have the potential to transform the growth profile of the business.
The next step for our offshore acreage is the drilling and testing
of the Anchois-East well offshore Morocco, in partnership with
Energean, which will commence mid-August. With this multi-objective
well we are looking to upscale the development of the Anchois gas
project by testing two undrilled gas sands with the potential to
increase the field resources by 60%, and to move to a Final
Investment Decision as quickly as possible. Our flow test at the
OBA-1 well on the Loukos licence planned in Q3 will also inform our
forward programme onshore, as we look to unlock and develop an
early commercial opportunity here, through our recently announced
partnership with Vivo.
Concurrently, we
are progressing with the financing of our Transitional Power
division which would provide a direct look-through valuation for
this business and importantly unlocks large-scale renewable
projects in South Africa and expansion of Etana, our electricity
trading platform.
Beyond our existing
portfolio, following the successful deal with Energean, the Chariot
team have been evaluating a number of material new venture
opportunities. We have identified a priority target which if
successfully secured, would bring material scale to our portfolio
and we look forward to providing updates on these developments as
soon as we are able to."
The New Ordinary Shares issued pursuant to the
Fundraising will be issued as fully paid and will
rank pari
passu in all respects with each other and with the
Existing Ordinary Shares from their admission to trading on
AIM.
The Fundraising is conditional, inter alia, upon the
passing of the Resolutions (as defined below) at the General
Meeting, on admission of the New Ordinary Shares to trading on AIM
becoming effective and the Placing and Open Offer Agreement not
being terminated in accordance with its terms. Shareholders should
be aware that if the Resolutions are not approved at the General
Meeting, neither the Placing, the Subscription nor the Open Offer
will proceed.
Assuming the Open Offer is allocated in full and US$8
million is raised pursuant to the Placing and Subscription, the New
Ordinary Shares will represent approximately 8.9 per cent. of the
Company's issued share capital prior to the Fundraising. The
Issue Price of 6.5 pence per New Ordinary Share
represents a discount of approximately 13.3% to the closing
mid-market price of 7.5 pence per Ordinary Share on 18 July
2024, being the last trading day immediately preceding the
date of this Announcement.
Appendix 1 and Appendix 2 form part of this
Announcement. A timetable of principal events is set out in
Appendix 1. Capitalised terms have the meaning set out in Appendix
3 to this Announcement.
Enquiries:
Chariot
Limited
Adonis Pouroulis, CEO
Julian Maurice-Williams, CFO
|
+44 (0)20 7318 0450
|
Cavendish Capital
Markets Limited (Nomad and Joint Bookrunner)
Derrick Lee, Adam Rae (Corporate Finance)
Leif Powis (ECM)
Stifel Nicolaus
Europe Limited (Joint Bookrunner)
Callum Stewart, Ashton Clanfield, Jason Grossman
|
+44 (0)20 7397 8900
+44 (0) 20 7710 7760
|
Celicourt
Communications (Financial PR)
Mark Antelme, Jimmy Lea
|
+44 (0)20 7770 6424
|
NOTES FOR
EDITORS:
About Chariot
Chariot is an Africa focused transitional energy
group with three business streams: Transitional Gas, Transitional
Power and Green Hydrogen.
Chariot Transitional Gas is focused on high value,
low risk gas development projects in Morocco, a fast-growing
emerging economy, with a clear route to early monetisation,
delivery of free cash flow and material exploration upside.
Chariot Transitional Power is focused on providing
competitive, sustainable and reliable energy and water solutions
across the continent through building, generating and trading
renewable power.
Chariot Green Hydrogen is partnering with TEH2 (80%
owned by TotalEnergies, 20% by the EREN Group) and the Government
of Mauritania on the potential development of a 10GW green hydrogen
project, Project Nour in Mauritania, and is progressing pilot
projects in Morocco.
The ordinary shares of Chariot Limited are admitted
to trading on AIM under the symbol 'CHAR'.
Background to and Reasons for the
Fundraising
Chariot is an Africa-focused transitional
energy group that is developing scalable energy projects across its
three business pillars: Transitional Gas, Transitional Power and
Green Hydrogen. Chariot's core focus is to generate near term cash
flows from its gas assets in order to return capital to
shareholders whilst continuing to build and develop its longer-term
project pipeline.
Transitional
Gas
Within this pillar, Chariot is focused on the
growth and commercialisation of low-risk gas plays in Morocco that
are ideally located to serve attractive domestic and European
markets. The Company's primary focus is to reach first gas,
generate revenues from the assets in this business and return
capital to shareholders.
Chariot has a significant footprint in Morocco
having been a pioneer of the exploration and development of its gas
industry in recent years. Offshore, Chariot holds material stakes
in the Lixus and Rissana licences, where it is developing the
Anchois Gas discovery (located in the Lixus licence) in partnership
with Energean plc ("Energean"). Chariot
also holds and operates the adjacent onshore Loukos licence where
it recently announced a gas discovery in the OBA-1 well at the
Dartois prospect. All licences are held in partnership with
the Office National des Hydrocarbures et des Mines
("ONHYM") who hold a 25% interest.
Lixus and
Rissana Offshore licences (Energean, Operator, 45%
in Lixus and 37.5% in Rissana, Chariot 30% and 37.5% respectively,
ONHYM 25% stake):
The Anchois
Gas Development Project
Following the successful drilling of the
Anchois-2 well in 2022, Chariot materially increased the total
recoverable resource potential (combination of 2C and 2U contingent
and prospective resources) of the field to 1.4 Tcf, completed an
initial Front End Engineering and Design development plan, EIA
approval and secured a highly experienced partner to progress the
development of what is Morocco's largest gas discovery.
Having undertaken a competitive partnering
process on its Moroccan offshore acreage last year, Chariot
announced the partnership with Energean on the Lixus and Rissana
licences in December 2023. Energean is a FTSE-250 company with a
strong track record in delivering similar offshore developments and
they acquired operatorship in April 2024 having received all the
requisite Moroccan approvals. The Chariot and Energean teams have
been working closely together on well planning and the partnership
is very much aligned in its strategy and focus to look to upscale
the project from day one to monetise and generate cashflows as
quickly as possible.
A drilling and testing campaign is scheduled to
commence in mid-August 2024. The Anchois-East well will be a
multi-objective well, encompassing an appraisal of the discovered
sands of the field, exploring deeper targets and also carrying out
a flow test on the main gas bearing sands. This well will be
suspended for use as a potential future producer and an optional
second well is also possible in Q4 2024. The overriding objective
is to deliver a larger development and work is already underway
around expanding elements of the original FEED that Chariot
completed in 2023 whilst also progressing gas commercialisation
agreements. It is of note that a larger development would result in
a material increase in value but additional initial capex
requirements would be relatively small.
The subsea-to-shore development as planned
includes three initial producer wells, the existing Anchois-2 well,
including the upcoming Anchois-East well and potentially the
optional second well so the work in this upcoming campaign will
significantly contribute to the first phase of the overall
development scheme.
Subject to a successful drilling outcome, the
partnership is looking to reach a final investment decision ("FID")
as quickly as possible, for which a further $15 million is payable
to Chariot. Whilst the partnership is confident of success, FID on
Anchois is dependent on a range of factors which are outside of the
Company's control including results of the Anchois East drilling,
commercial negotiations on gas offtake, design and cost of
development scheme and financing, the outcomes of which are not
certain. Any potential delay in FID and its associated cash inflows
would necessitate appropriate management actions to mitigate.
Surrounding Anchois, Chariot has identified an
attractive portfolio of follow-on targets, which can be tied back
directly into the development. Further exploration is also planned
in the Rissana licence where giant plays have been mapped, with
multi-Tcf potential locked up in deeper exploration targets that
will be the focus of future seismic acquisition.
Loukos
Onshore Licence (Chariot, Operator, 75%, ONYHM,
25%)
Chariot was awarded the Loukos Onshore licence,
directly adjacent to Chariot's offshore acreage, in July 2023. The
team planned and successfully executed a two well drilling campaign
within 10 months of licence award, completing this safely,
efficiently, on time and on budget in May 2024. The first well of
this campaign was the RKZ-1 well located on the Gaufrette prospect.
The main target was found on prognosis with thick intervals of
reservoir exceeding pre-drill expectations as well as multiple gas
shows. The reservoir was mainly water bearing however, likely due
to a prospect specific trap failure, so this well was deemed
subeconomic.
The second target, the OBA-1 well which was
drilled on the Dartois prospect, was confirmed as a gas discovery.
This targeted a different reservoir system and trapping style and
reported reservoir sands over a 200m interval with 70m containing
elevated resistivities and potential pays. A flow test is now being
planned for Q3 2024. Post well analysis is underway, integrating
the drilling data along with recently reprocessed 2D and 3D seismic
and information from previous discoveries on block. This rich data
set, along with the flow test, will all be incorporated to further
understand the future exploration potential of this area and
forward work programme.
Future Gas
Commercialisation
Chariot recently announced a gas
commercialisation Heads of Terms agreement with Vivo Energy which
provides a direct route for offtake and the opportunity to rapidly
commercialise future production from Loukos. This agreement also
sets out the steps of building out a midstream partnership,
providing both parties exposure to an additional income
stream.
Vivo Energy is a market-leading, pan-African
retailer and distributor of high-quality fuels and lubricants with
a long-standing presence in Morocco's petroleum products' sector.
This agreement further leverages Chariot's portfolio and upstream
expertise and complements Vivo's existing customer base and
extensive knowledge of the industrial sector in country.
The Moroccan
Gas Market
With its Moroccan licences, Chariot is
perfectly positioned to supply directly into a gas hungry energy
market. Gas could be delivered from the offshore directly into
domestic power stations via the existing GME infrastructure which
is about 40km from the planned processing facility, as well as
delivery to industry from Chariot's onshore licence, initially via
a virtual pipeline trucking Compressed Natural Gas directly to
industrial customers. Morocco, a scalable market with growing
industrial hubs, currently imports over 90% of its energy and is
heavily reliant on coal as its main source of fuel so lower carbon,
domestic gas is a valuable resource. Domestic offtake remains
Chariot's priority focus but there is also the opportunity to sell
and pipe surplus supply into the continent with direct access into
Spain via the GME.
New
Venture
The Company intends to try to secure a new
multi-billion barrel opportunity in licences adjacent to recent
giant discoveries in Africa. This acreage is located in a basin
where Chariot has extensive operational and technical expertise as
well as a deep understanding of the exploration potential in
Namibia. Chariot currently holds a ten percent back in right in its
previously operated 2714A & B blocks offshore Namibia. Whilst
there is no certainty that the target acreage will be secured,
Chariot is progressing this process and further updates will be
provided as required. Should Chariot secure the new venture, it
intends to partner as quickly as possible and use this partnering
process to fund further exploration and a drilling
programme.
Transitional
Power
Chariot Transitional Power is looking to
provide competitive, sustainable, power and reliable water
solutions within Africa, with a focus on electricity trading and
renewable energy generation projects.
Electricity
Trading Licence
Chariot now holds a 49% interest in Etana Energy
(Pty) Limited ("Etana") which has become a prominent part of the
Transitional Power business. Etana is developing an electricity
trading business in South Africa which purchases renewable
electricity from many different wind and solar projects and
transmits this power via the national grid to a range of
industrial, municipal and commercial end users. Multiple Power
Purchase Agreements ("PPAs") have already been signed with some of
the largest electricity offtakers in country including Growthpoint,
Autocast, Petra Diamonds and the V&A Waterfront in Cape Town
and progress is ongoing in respect of signing further offtake and
renewable generation PPAs. Chariot's involvement in Etana also
unlocks the Company's direct equity participation in several
significant wind and solar projects in South Africa, growing the
business with high quality generation assets.
Power to
Mining and Water Projects
Within the power to mining project portfolio,
Chariot is focused on providing on site, lower carbon energy
solutions to remote mine sites and is working across a pipeline
totalling 515MW of generation assets in conjunction with their
clients and Total Energies. Operations in Burkina Faso at Iamgold's
Essakane mine are performing well and the renewable projects under
development for Tharisa, First Quantum and Karo Mining continue to
progress. Chariot's water business is focused on delivering clean
water solutions on the African continent using renewable energy,
with the pilot project in Djibouti operating well and further
opportunities under evaluation.
Update on
Financing and Strategic Review
Management has been looking to secure financing
for this division at the subsidiary level to enable its ongoing
growth and development of the division with a recent focus on
funding around the Etana Energy trading licence and large-scale
wind and solar generation assets in South Africa. Offers have been
received from a range of South Africa banks, South Africa focused
investors and other energy groups and the interest received to date
validates the considerable value that can be created in this
business. Chariot anticipates it will retain a material stake in
this portfolio and the financing will provide a third-party direct
look-through valuation. Post completion of any such funding,
management will review all strategic options going forward and
further updates will follow as appropriate.
Other assets within the division that have a
longer-term capital need will also be financed at the subsidiary
level in due course.
Green
Hydrogen
Within its Green Hydrogen pillar, Chariot is
building a portfolio of projects that balance a mix of term
production opportunities with long term scalability. The flagship
project, Project Nour, is the giga-scale project in Mauritania,
which Chariot is developing in partnership with TotalEnergies H2
(TEH2). In addition, various proof of concept projects are
progressing, both in Mauritania, with TEH2 looking to decarbonise
the SNIM iron ore train, and in Morocco, where testing of
electrolyser capacity alongside Oort Energy and UM6P is
underway.
Project Nour spans two onshore areas totalling
approximately 5,000km2 in northern Mauritania. The
feasibility study completed in Q1 2024 further demonstrated the
viability of this project and confirmed that with up
to 10 GW of electrolysis installed, this could become one of the
largest green hydrogen projects globally. Working
alongside TEH2's One Tech team, the partnership is continuing to
progress technical studies and the next step is to sign the
Investment Convention with Government which will then lead into the
conceptual stage. Management also continues to
progress offtake discussions, with a focus on domestic use for
green steel production and green ammonia for export, whilst also
pursuing financing options at the subsidiary level.
In Morocco, the partnership with Oort Energy
and UM6P continues to progress the 1MW electrolysis pilot hosted at
OCP's Jorf Lasfar complex, which will be testing the electrolyser
within this industrial setting.
Use of Proceeds
The Company is proposing to use the net proceeds of
the Fundraising as follows:
Strengthen the balance sheet to continue to progress
and deliver value from Chariot's portfolio of projects
|
US$2 million (£1.5
million)
|
Secure a material new venture opportunity with
multi-billion barrel potential
Progress onshore gas commercialisation plans in
Morocco to build a gas to industry supply
|
US$2 million (£1.5 million)
US$2 million (£1.5 million)
|
Total
|
US$6
million
|
Any funds raised though the Open Offer will be used
to supplement the Group's working capital. As at 30 June 2024, the unaudited cash balance of the Company
was US$3.5 million.
IMPORTANT
NOTICES
This Announcement contains
forward-looking statements. These statements relate to the Group's
future prospects, developments and business strategies.
Forward-looking statements are identified by their use of terms and
phrases such as "potential", "estimate", "expect", "may", "will" or
the negative of such terms and phrases, variations or comparable
expressions, including references to assumptions. The
forward-looking statements in this Announcement are based on
current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements. These forward-looking
statements speak only as at the date of this Announcement. No
statement in this Announcement is intended to constitute a profit
forecast or profit estimate for any period. Neither the Directors
nor the Company undertake any obligation to update forward-looking
statements other than as required by the AIM Rules or by the rules
of any other securities regulatory authority, whether as a result
of new information, future events or otherwise.
No offer document or prospectus has
been, or will be, delivered to the Financial Conduct Authority in
relation to the Fundraising.
This Announcement, including the
information contained herein, is for information purposes only, is
not intended to and does not constitute or form part of any offer
or invitation to purchase or subscribe for, underwrite, sell or
issue or the solicitation of an offer to purchase or subscribe for,
sell, acquire or dispose of the New Ordinary Shares or any other
security in Canada, Russia, Australia,
the Republic of South Africa or Japan or in any
jurisdiction in which, or to persons to whom, such offering,
solicitation or sale would be unlawful.
This announcement is not for publication or
distribution, directly or indirectly, in or into the United States
of America. This announcement is not an offer of securities
for sale into the United States. The securities referred to
herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States, except pursuant to an applicable exemption
from registration. No public offering of securities is being
made in the United States.
Cavendish, which is authorised and
regulated in the United Kingdom by the FCA, is acting
exclusively for the Company as Joint Bookrunner for the purposes of
the Fundraising and is not acting for any other persons in relation
to it and accordingly will not be responsible to anyone else in
relation to the matters described in this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed
on Cavendish by the FSMA or the regulatory regime established under
it, Cavendish does not accept any responsibility whatsoever for the
contents, completeness or accuracy of this Announcement, and no
representation or warranty, express or implied, is made by
Cavendish with respect to the accuracy or completeness of this
Announcement, or any part of it.
Stifel, which is authorised and
regulated in the United Kingdom by the FCA, is acting
exclusively for the Company as Joint Bookrunner for the purposes of
the Fundraising and is not acting for any other persons in relation
to it and accordingly will not be responsible to anyone else in
relation to the matters described in this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed
on Stifel by the FSMA or the regulatory regime established under
it, Stifel does not accept any responsibility whatsoever for the
contents, completeness or accuracy of this Announcement, and no
representation or warranty, express or implied, is made by Stifel
with respect to the accuracy or completeness of this Announcement,
or any part of it.
The price of the Ordinary Shares may
go down as well as up and investors may not get back the full
amount invested on disposal of the Ordinary Shares.
Market soundings, as defined in MAR,
were taken in respect of the Placing, with the result that certain
persons became aware of inside information, as permitted by MAR.
That inside information is set out in this announcement and has
been disclosed as soon as possible in accordance with paragraph 7
of article 17 of MAR. Therefore, those persons that received inside
information in a market sounding are no longer in possession
of inside information relating to the Company and its
securities.
The Company prepares its financial
statements in US dollars and therefore certain figures relating to
the Fundraising have been expressed in US dollars. Where
appropriate, these figures have been converted into pounds sterling
for information purposes only using the following exchange
rate:
Pounds sterling to US dollars
- 1.2920
Details of the Placing
The Bookbuild process for the
Placing will open with immediate effect. The Placing is subject to
the terms and conditions set out in Appendix 2 (which forms part of
this Announcement). The timing of the closing of the Bookbuild is
at the discretion of the Joint Bookrunners. The Joint Bookrunners
and the Company reserve the right to increase the amount to be
raised pursuant to the Placing, in their absolute discretion. The
closing of the Bookbuild and the final number of shares to be
issued pursuant to the Placing will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Shares will, when
issued, be credited as fully paid and will rank pari passu in all respects with
the existing issued Ordinary Shares in the capital of the Company,
including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Ordinary Shares after the date of issue of the Placing
Shares.
The Placing is subject to the
conditions and termination rights set out in the Placing and Open
Offer Agreement between the Company and the Joint Bookrunners.
Further details of the Placing and Open Offer Agreement can be
found in the terms and conditions of the Placing contained in
Appendix 2 to this Announcement. The Placing is not being
underwritten by any party.
The Placing is conditional on, inter
alia, the approval of Shareholders at the General Meeting,
admission of the Placing Shares and the Subscription Shares to
trading on AIM becoming effective and the Placing and Open Offer
Agreement not being terminated in accordance with its
terms.
Details of the Subscription
Adonis Pouroulis, Andrew Hockey,
George Canjar, Julian Maurice-Williams and Duncan Wallace the
"Participating Directors")
have indicated their intention to invest approximately US$4.6
million (£3.6 million) in aggregate for 8,124,552 New Ordinary
Shares pursuant to the Subscription at the Issue Price. In
accordance with the Company's Non-Executive Directors' Restricted
Share Unit Plan, George Canjar and Andrew Hockey would receive a
matching share award in the event that they subscribe for New
Ordinary Shares which would vest in three years and in equal
instalments over the three years respectively following completion
of the Subscription.
As well as the Directors listed
above, certain other investors have indicated their intention to
subscribe for New Ordinary Shares pursuant to the Subscription at
the Issue Price. Any Subscription would be conditional on the
Placing becoming unconditional in all respects, including admission
of the Placing Shares and the Subscription Shares to trading on AIM
becoming effective and the Placing and Open Offer Agreement not
being terminated in accordance with its terms. Any Subscription
will be announced with the closing of the Bookbuild.
Details of the Open Offer
Subject to the successful closing of
the Bookbuild, the Company is further proposing to raise up
to US$2 million (£1.5 million) before expenses by the
issue of up to 23,815,194 Open Offer Shares at the Issue Price,
payable in full on acceptance. Any entitlements to Open Offer
Shares not subscribed for by Qualifying Shareholders will be
available to Qualifying Shareholders under the Excess Application
Facility. The balance of any Open Offer Shares not subscribed for
under the Excess Application Facility will not be available to the
Placees under the Placing.
Qualifying Shareholders should note
that the Open Offer is not a rights issue and therefore the Open
Offer Shares which Qualifying Shareholders do not apply for will
not be sold in the market for the benefit of Qualifying
Shareholders who do not apply for Open Offer Shares. The Open Offer
application form is not a document of title and cannot be traded or
otherwise transferred.
Qualifying Shareholders may apply
for Open Offer Shares under the Open Offer at the Issue Price pro
rata to their holdings of Ordinary Shares on the Record Date on the
basis of:
1 Open Offer Share for every
46 Existing Ordinary Shares
held
Subject to availability, the Excess
Application Facility enables Qualifying Shareholders to apply for
Excess Shares up to the maximum number of Open Offer Shares
available less their Open Offer Entitlement, subject to
availability.
Applicants can apply for less or
more than their entitlements under the Open Offer, but the Company
cannot guarantee that any application for Excess Shares under the
Excess Application Facility will be satisfied, as this will depend,
in part, on the extent to which other Qualifying Shareholders apply
for less than or more than their own Open Offer Entitlements. The
Open Offer is conditional on admission of the Open Offer Shares to
trading on AIM becoming effective and the Placing and Subscription
having become unconditional.
Overseas Shareholders
The Open Offer Shares have not been
and are not intended to be registered or qualified for sale in any
jurisdiction other than the United Kingdom. Accordingly,
unless otherwise determined by the Company and effected by the
Company in a lawful manner, the Open Offer application form will
not be sent to Shareholders with registered addresses in any
jurisdiction other than the United Kingdom since to do so
would require compliance with the relevant securities laws of that
jurisdiction. The Company reserves the right to treat as invalid
any application or purported application for Open Offer Shares
which appears to the Company or its agents or professional advisers
to have been executed, effected or dispatched in a manner which may
involve a breach of the laws or regulations of any jurisdiction or
if the Company or its agents or professional advisers believe that
the same may violate applicable legal or regulatory requirements or
if it provides an address for delivery of share certificates for
Open Offer Shares, or in the case of a credit of Open Offer Shares
in CREST, to a CREST member whose registered address would be, not
in the UK.
The Open Offer Shares are being
offered only outside the United States, in reliance on
Regulation S under the United States Securities Act of 1933, as
amended. The offer and sale of the Open Offer Shares have not been
and will not be registered under the U.S. Securities Act
and, accordingly, the Open Offer Shares may not be offered or sold,
within the United States.
Notwithstanding the foregoing and
any other provision of the Circular or the Open Offer application
form, the Company reserves the right to permit any Qualifying
Shareholder to apply for Open Offer Shares if the Company, in its
sole and absolute discretion, is satisfied that the transaction in
question is exempt from, or not subject to, the legislation or
regulations giving rise to the restrictions in question.
If a Qualifying Shareholder does not
wish to apply for Open Offer Shares, he should not complete or
return the Open Offer application form or send a USE message
through CREST. In addition to dilution as a result of the Placing
and Subscription and any other Ordinary Shares issued in connection
with the Placing or Subscription, Shareholders who do not take up
their full entitlement of Open Offer Shares may be diluted as a
result of the Open Offer.
General Meeting
The Placing, the Subscription and
the Open Offer are each conditional, inter alia, upon the passing
of the Resolutions by Shareholders at the General Meeting, to be
held at the offices of Memery Crystal at 165 Fleet
Street, London, EC4A 2DY on 13 August 2024 at 11:00
a.m.
Further details on the background to
and reasons for the Fundraising, along with an explanation as to
why the Board considers the Fundraising to be in the best interests
of the Company and Shareholders as a whole, are set out
below.
This announcement is not for publication or
distribution, directly or indirectly, in or into the United States
of America. This announcement is not an offer of securities
for sale into the United States. The securities referred to
herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States, except pursuant to an applicable exemption
from registration. No public offering of securities is being
made in the United States.
APPENDIX 1
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
|
2024
|
Record date of Open Offer
|
6.30 p.m. on 22 July
|
Ex-entitlement date for Open Offer
|
7.00 a.m. on 23 July
|
Posting of Circular, Form of Proxy and Application
Form
|
24 July
|
Open Offer Entitlements and Excess CREST Open Offer
Entitlements credited to stock accounts of Qualifying CREST
Shareholders in CREST
|
8.00 a.m. on 25 July
|
Latest recommended time and date for requesting
withdrawal of Open Offer entitlements from CREST
|
4.30 p.m. on 5 August
|
Latest time and date for depositing Open Offer
entitlements into CREST
|
3.00 p.m. on 6 August
|
Latest time and date for splitting application forms
(to satisfy bona fide market claims only)
|
3.00 p.m. on 7 August
|
Latest time and date for receipt of Open Offer
application forms and payment in full under the Open Offer and
settlement of relevant CREST instructions (as appropriate)
|
11.00 a.m. on 9 August
|
Latest time and date for receipt of Forms of Proxy
and CREST voting instructions
|
11.00 a.m. on 9 August
|
Announcement of results of Open Offer
|
12 August
|
General
Meeting
|
11.00 a.m. on 13 August
|
Announcement of results of General Meeting
|
Following
General Meeting on 13 August
|
Admission of the New Ordinary Shares
|
8.00 a.m. on 14 August
|
New Ordinary Shares credited to CREST Members'
accounts in respect of the Placing Shares and Open Offer Shares
|
14 August
|
Dispatch of definitive share certificates in
certified form
|
By 21 August
|
Each of the times
and dates above is subject to change. Any such change will be
notified by an announcement on a Regulatory Information Service.
References in this Announcement are to London time.
APPENDIX 2
TERMS AND CONDITIONS OF THE PLACING
TERMS AND CONDITIONS - IMPORTANT
INFORMATION REGARDING THE PLACING AND ASSOCIATED OPEN
OFFER.
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, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING
FOR INVITED PLACEES ONLY.
EACH PURCHASER SHOULD CONSULT WITH
ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF
AN INVESTMENT IN SHARES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT
ENTITLED TO TAKE PART IN THE PLACING AND THIS ANNOUNCEMENT IS
COMMUNICATED TO THEM FOR THE PURPOSES OF INFORMATION ONLY AND IS
DIRECTED ONLY TO: (A) PERSONS IN MEMBERS STATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") WHO ARE "QUALIFIED INVESTORS" WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS
REGULATION (EU) NO 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE
COUNCIL OF 14 JUNE 2017) (THE "PROSPECTUS REGULATION"); (B) PERSONS
IN THE UNITED KINGDOM, WHO (i) HAVE BEEN SELECTED BY THE JOINT
BOOKRUNNERS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN
THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE
"ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; AND (ii) WHO, ARE "QUALIFIED INVESTORS" WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS RETAINED AS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018) (THE "UK PROSPECTUS REGULATION"); OR (C) ARE OTHERWISE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS HEREIN
MUST NOT BE RELIED ON, ACTED ON OR RESPONDED TO BY PERSONS WHO ARE
NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS 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. IF YOU ARE IN ANY
DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A
PROFESSIONAL ADVISER FOR ADVICE.
No action has been taken by the
Company, the Joint Bookrunners (as defined in paragraph 1.3 below)
or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is
required.
Persons who are invited to and who
choose to participate in the Placing (as such term is defined in
paragraph 1.1 below) by making an oral or written offer to
subscribe for Placing Shares (as such term is defined in paragraph
1.1 below), including any individuals, funds or others on whose
behalf a commitment to acquire Placing Shares is given, will be
deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements, undertakings and agreements, contained in this
Appendix. In particular, each such prospective Purchaser (as
defined in paragraph 2.4(a)) represents, warrants and acknowledges
that:
1. it is a Relevant Person and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares (as such term is defined below) that are allocated
to it for the purposes of its business;
2. if it is a financial intermediary,
as that term is used in Article 3(2) of the Prospectus Regulation
or the UK Prospectus Regulation (as applicable), any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in the United Kingdom, or in circumstances
in which the prior consent of the Joint Bookrunners has been given
to each such proposed offer or resale; and
3. it is not in the United
States.
The Company and the Joint Bookrunners
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgments and undertakings. The
Joint Bookrunners do not make any representation to the Purchasers
regarding an investment in the Placing Shares referred to in this
Announcement.
Solely for the purposes of the
product governance requirements contained within the FCA Handbook
and in particular the Product Intervention and Product Governance
Sourcebook and any other UK domestic legislation and measures which
implement EU Directive 2014/65/EU on markets in financial
instruments, as amended ("MiFID II") and Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II
(together, the "UK 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 UK MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares have been subject to
a product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in the UK
MiFID II Product Governance Requirements; and (ii) eligible for
distribution through all distribution channels as are permitted by
the UK MiFID II Product Governance Requirements (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 Placing. 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 the MiFID II
Product Governance Requirements; 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 shares the subject
of the Placing. Each distributor is responsible for undertaking its
own target market assessment in respect of the shares and
determining appropriate distribution channels.
This Announcement does not
constitute, and may not be used in connection with, an offer or
invitation to underwrite, subscribe for or otherwise acquire or
dispose of any securities or investment advice in any jurisdiction,
including, without limitation, the United Kingdom, any member state
of the EEA, the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa. No public offer of
securities of the Company is being made in the United Kingdom, any
member state of the EEA, the United States or elsewhere. This
Announcement and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in
the United States (or to any U.S. Person), Australia, Canada,
Japan, New Zealand or the Republic of South Africa or in any other
jurisdiction in which such publication or distribution is
unauthorised or unlawful. Any persons (including, without
limitation, custodians, nominees and trustees) into whose
possession this Announcement may come, are required by the Company
to inform themselves about and to observe any restrictions on
transfer of this Announcement.
The Placing Shares are being offered
only outside the United States in reliance on Regulation S under
the U.S. Securities Act ("Regulation S"). In particular, the offer
and sale of the Placing Shares have not been and will not be
registered under the U.S. Securities Act or with any securities
regulatory authority of any State or other jurisdiction of the
United States, and, accordingly, the
Placing Shares may not be offered or sold, directly or indirectly,
within the United States, except: (i) to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act
("QIBs"); (ii) outside the United States in "offshore" transactions
within the meaning of, and in reliance on, Regulation S; or (iii)
otherwise in compliance with an exemption from the registration
requirements of the U.S. Securities Act. No public offering of the
Placing Shares or any other securities is being made in the United
States. No money, securities or other consideration from any person
inside the United States is being solicited pursuant to this
Announcement, the Placing, or the Bookbuild (as defined below) and,
if sent in response to the information contained in the
Announcement, will not be accepted. This Announcement is not an
offer of securities for sale into the United States.
The relevant clearances have not
been, and nor will they be, obtained from the securities commission
of any province or territory of Canada; no prospectus has been
lodged with and/or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New
Zealand or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares, and the Placing
Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia, Canada, New Zealand, 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 or otherwise
transferred, directly or indirectly, in or into the United States,
Australia, Canada, New Zealand, Japan, the Republic of South Africa
or any other jurisdiction outside the United Kingdom or EEA. The
contents of this Announcement have not been reviewed by any
regulatory authority in Hong Kong. If you are in any doubt about
any of the contents of this Announcement, you should obtain
independent professional advice.
The price of securities and the
income from them may go down as well as up and investors may not
get back the full amount of their investment on disposal of the
securities.
Any indication in this Announcement
of the price at which ordinary shares of £0.01 each in the capital
of the Company have been bought or sold in the past cannot be
relied upon as a guide to future performance. 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 New Ordinary Shares will not be
admitted to trading on any stock exchange other than the AIM market
of London Stock Exchange plc.
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.
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.
1.
PLACING, SUBSCRIPTION AND OPEN
OFFER
1.1
Chariot Limited (company number 47532) (the "Company"), intends to
conduct a placing (the "Placing") and direct subscription (the
"Subscription"). Subject to shareholder approval, new ordinary
shares of £0.01 nominal value each will be issued to existing and
new investors pursuant to the Placing ("Placing Shares") and
Subscription ("Subscription Shares") at an issue price ("Issue
Price") as determined by the Joint Bookrunners and the
Company.
1.2 The
Company also intends to conduct an open offer to raise gross
proceeds of up to US$2 million (approximately £1.5 million).
Subject to shareholder approval, the new ordinary shares of £0.01
nominal value each (the "Open Offer Shares") are expected to be
issued on 14 August 2024 at the Issue Price (the "Open Offer" and,
together with the Placing and Subscription, the
"Fundraising").
1.3 The
Company has appointed Cavendish Capital Markets Limited
("Cavendish") and Stifel Nicolaus Europe Limited ("Stifel") as
joint brokers in respect of the Placing and Open Offer (together,
the "Joint Bookrunners", and each, a "Joint
Bookrunner").
1.4 The
terms and conditions set out in this Appendix apply to persons
making an offer to subscribe for Placing Shares under the Placing.
Each Purchaser shall be deemed to have read the Announcement, and
this Appendix, in its entirety.
2.
ALLOCATION AND CONDITIONS TO
PLACING
2.1 The
Placing Shares under the Placing will be issued on the Closing Date
(as defined below).
2.2
Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by the Joint
Bookrunners.
2.3 The
number of Placing Shares to be issued and the Issue Price will be
finally agreed between the Joint Bookrunners and the Company
following completion of the bookbuild being conducted by the Joint
Bookrunners to determine demand for participation in the Placing
and the Issue Price (the "Bookbuild"). The number of Placing Shares
which have been placed and the Issue Price will be announced
following the completion of the Bookbuild.
2.4
Acceptances of the Placing and allocations of Placing Shares
(including the subscription amount payable) will be as:
(a)
confirmed (orally or in writing) with prospective purchasers who
are in the United Kingdom (or as the Joint Bookrunners and Company
may agree, in any other jurisdiction) by the respective Joint
Bookrunner (or their broker dealers or their agents as agent of the
Company). That confirmation constitutes an irrevocable
legally binding commitment of that person (who will at that point
become a purchaser ("Purchaser")) to subscribe for the number of
Placing Shares allocated to it on the terms and conditions set out
in this Appendix (a copy of this Appendix having been provided to
the Purchaser prior to or at the same time as such confirmation)
and in accordance with the Company's articles of association;
or
(b)
(unless paragraph 2.4(a) applies) by the completion and return of
such letter of confirmation and registration or other forms as the
Joint Bookrunners or their agents may in their absolute discretion
require and in that event the terms and conditions set out in such
letter of confirmation and registration or other form shall apply
to the exclusion of this Appendix.
2.5 The
Bookbuild is expected to close no later than 7.00 am on 22 July
2024 but may be closed earlier or later at the discretion of the
Joint Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed. The Company reserves the right to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its
absolute discretion.
2.6 The
Joint Bookrunners may choose to allocate Placing Shares at their
discretion (in consultation with the Company) and may scale down
any bids for Placing Shares made by prospective Purchasers for this
purpose on such basis as they may determine. The Joint Bookrunners
may also, notwithstanding paragraph 2.5 above, subject to the prior
consent of the Company: (a) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time; and (b) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time.
2.7 For
the avoidance of doubt, a bid in the Bookbuild will be made on the
terms and subject to the conditions in the Announcement and this
Appendix and will be legally binding on the prospective Purchaser
on behalf of which it is made and, except with the consent of the
respective Joint Bookrunner, will not be capable of variation or
revocation after the time at which it is submitted. Any acceptance
of the Placing constitutes a Purchaser's irrevocable legally
binding agreement, subject to the Placing and Open Offer Agreement
(as defined below) not having been terminated, to pay the aggregate
settlement amount of the Placing Shares regardless of the total
number of Placing Shares (if any) subscribed for by any other
investor(s).
2.8 By
participating in the Bookbuild, each Purchaser agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described in paragraph 4 below, and will
not be capable of rescission or termination by the
Purchaser.
2.9 In
making an investment decision, Purchasers must rely on their own
examination of the Company and its prospects and the terms of the
Placing, including the merits and risks involved in investing in
the Placing Shares.
2.10 Irrespective of
the time at which a Purchaser'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."
2.11 Settlement will
occur on a date to be advised but expected to be on or around 14
August 2024 ("Closing Date").
2.12 To the fullest
extent permissible by law and applicable FCA rules, none of (a) the
Joint Bookrunners, (b) any of their affiliates, agents, directors,
officers, employees, (c) to the extent not contained within (a) or
(b), any person connected with the Joint Bookrunners as defined in
the FSMA ((b) and (c) being together "affiliates" and individually
an "affiliate" of the Joint Bookrunners), or (d) any person acting
on behalf of the Joint Bookrunners, shall have any liability
(including to the extent permissible by law, any fiduciary duties)
to any Purchaser or to any other person whether acting on behalf of
a Purchaser or otherwise. In particular, neither of the Joint
Bookrunners nor any of their respective affiliates shall have any
liability (including, to the extent permissible by law, any
fiduciary duties) in respect of their conduct of the Placing and
Open Offer or of such alternative method of effecting the Placing
and Open Offer as the Joint Bookrunners and the Company may
agree.
3.
SHARES AND
QUOTATION
3.1 The
New Ordinary Shares will be issued fully paid and will rank
equally, from the date of issue, in all respects with the Company's
existing issued ordinary shares, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such ordinary shares after the date of issue of the Placing
Shares, Subscription Shares and Open Offer Shares.
3.2
Application will be made to London Stock Exchange plc for admission
to trading of the New Ordinary Shares on AIM ("Admission").
It is anticipated that Admission will become effective on or around
14 August 2024 and that dealings in the Placing Shares,
Subscription Shares and Open Offer Shares will commence at that
time.
4.
PLACING AND OPEN OFFER
AGREEMENT
4.1 On
19 July 2024, the Company and each of the Joint Bookrunners entered
into a placing and open offer agreement in connection with the
Placing and Open Offer (the "Placing and Open Offer
Agreement"). Pursuant to the Placing and Open Offer
Agreement, each of the Joint Bookrunners has agreed to use their
respective reasonable endeavours to place the Placing Shares with
prospective Purchasers.
4.2 The
Joint Bookrunners' obligations under the Placing and Open Offer
Agreement in respect of the Placing Shares and Open Offer Shares
are conditional, inter
alia, on:
(a) the
Company procuring that the Circular and the notice of a general
meeting of the shareholders of the Company to approve the
Resolutions (as defined below) is sent to shareholders by no later
than 24 July 2024;
(b)
shareholder approval of the resolutions necessary to issue the New
Ordinary Shares for cash on a non-pre-emptive basis pursuant to
(inter alia) the Placing, the Subscription and the Open Offer (the
"Resolutions");
(c)
none of the warranties contained in the Placing and Open Offer
Agreement being untrue, inaccurate or misleading as at the date of
the Placing and Open Offer Agreement and at all times before and at
the date of Admission;
(d) the
publication of this Announcement through a Regulatory Information
Service by no later than 8.00 a.m. on the date of the Placing and
Open Offer Agreement or such other time and/or date as may be
agreed in writing between the Company and the Joint
Bookrunners;
(e) the
Company allotting, subject only to Admission, the Placing Shares
and the Subscription Shares in accordance with the Placing and Open
Offer Agreement;
(f)
Admission taking place not later than 8.00 a.m. on 14 August 2024
or such later date as the Company and the Joint Bookrunners may
otherwise agree but not being later than 8.00 a.m. on 30 August
2024;
(g) the
Subscription Agreements having become unconditional in all respects
(save in relation to Admission); and
(h)
there having been since the date of the Placing and Open Offer
Agreement no development or event which will or is likely to have a
material adverse effect on the Company (or of its
subsidiaries).
4.3 If:
(i) any of the conditions contained in the Placing and Open Offer
Agreement in relation to the Placing Shares are not fulfilled or
waived (if capable of being waived) by the Joint Bookrunners by the
respective time or date where specified (or such later time or date
as the Company and the Joint Bookrunners may agree); (ii) any of
such conditions becomes incapable of being fulfilled; or (iii) the
Placing and Open Offer Agreement is terminated in the circumstances
specified below, the Placing in relation to the Placing Shares will
lapse and the Purchaser's rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Purchaser agrees that no claim can be made by the
Purchaser in respect thereof.
4.4 The
Joint Bookrunners may, at their absolute discretion and upon such
terms as they think 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
and Open Offer Agreement save that the conditions relating to
Admission, the allotment and issue of the Placing Shares (subject
only to Admission) and shareholder approval may not be waived. Any
such extension or waiver will not affect Purchasers' rights and
obligations under the terms and conditions set out in this
Appendix.
4.5
Neither of the Joint Bookrunners nor the Company shall have any
liability to any Purchaser (or to any other person whether acting
on behalf of a Purchaser 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 Purchaser agrees that any such
decision is within the absolute discretion of the Joint
Bookrunners.
4.6 Each
of the Joint Bookrunners is entitled, at any time before Admission,
to terminate the Placing and Open Offer Agreement by giving notice
to the Company in certain circumstances, including, inter alia, a
breach of the warranties given to the Joint Bookrunners in the
Placing and Open Offer Agreement, the failure of the Company to
comply with obligations under the Placing and Open Offer Agreement,
or if an event has occurred which, in the opinion of the Joint
Bookrunner (acting in good faith), constitutes or is likely to
cause a material adverse change or on the occurrence of certain
force majeure events. Following Admission, the Placing and
Open Offer Agreement is not capable of rescission or
termination.
4.7 The
rights and obligations of the Purchasers shall terminate only in
the circumstances described in these terms and conditions and will
not be subject to termination by the Purchaser or any prospective
Purchaser at any time or in any circumstances. By participating in
the Placing, Purchasers agree that the exercise by a Joint
Bookrunner of any right of termination or other discretion under
the Placing and Open Offer Agreement shall be within the absolute
discretion of that Joint Bookrunner, and that it need not make any
reference to Purchasers and that it shall have no liability to
Purchasers whatsoever in connection with any such
exercise.
5.
NO UNDERWRITING
The Fundraising is not being
underwritten by any party.
6.
RELATIONSHIP OF THE JOINT
BOOKRUNNERS
6.1 The
obligations of each Joint Bookrunner in connection with the Placing
and Open Offer (including any payment obligation) are several, and
not joint, nor joint and several. A right of a Joint
Bookrunner in connection with the Placing and Open Offer (including
any rights under the Placing and Open Offer Agreement) is held by
that Joint Bookrunner severally and each Joint Bookrunner may
exercise its rights, powers and benefits in connection with the
Placing and Open Offer separately and individually.
6.2 A
Joint Bookrunner will not be responsible for the performance
obligations of the other Joint Bookrunner and will not be liable
for any claims, damages or liabilities arising out of the actions
taken, omissions of or advice given by the other Joint
Bookrunner. Any breach, non-performance or default by a Joint
Bookrunner will not constitute a breach, non-performance or default
of the other.
6.3
Nothing contained or implied hereby or by acceptance of the Placing
or Open Offer constitutes a Joint Bookrunner acting as the partner,
agent or representative of the other Joint Bookrunner for any
purpose or creates any partnership, agency or trust between the
Joint Bookrunners, and no Joint Bookrunner has any authority to
bind another Joint Bookrunner in any way.
6.4
Neither of the Joint Bookrunners will be liable for any loss,
damage or claim arising out of the actions taken or advice given by
the other Joint Bookrunner. In addition, the rights of a
Joint Bookrunner and the Beneficiaries (as defined below) in
respect of that Joint Bookrunner under the representations,
warranties, acknowledgements and undertakings set out below will in
no way be affected by the actions taken or alleged to have been
taken or advice given or alleged to have been given by the other
Joint Bookrunner or its Beneficiaries.
7.
OFFER PERSONAL
The offering of Placing Shares and
the agreement arising from acceptance of the Placing is personal to
each Purchaser and does not constitute an offering to any other
person or to the public. A Purchaser may not assign,
transfer, or in any other manner, deal with its rights or
obligations under the agreement arising from the acceptance of the
Placing, without the prior written agreement of the Joint
Bookrunners in accordance with all relevant legal
requirements.
8.
NO PROSPECTUS
8.1 No
offer document or prospectus has been or will be delivered to the
Financial Conduct Authority ("FCA") or any competent authority of
any relevant member state of the EEA in relation to the Placing,
and a Purchaser's commitments will be made solely on the basis of
the information contained in the Announcement released by the
Company today which this Appendix forms part of.
8.2 Each
Purchaser, by making an offer to subscribe for Placing Shares,
agrees that the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or the Joint Bookrunners or any other person
and none of the Company or the Joint Bookrunners nor any other
person will be liable for any Purchaser's decision to participate
in the Placing based on any other information, representation,
warranty or statement which Purchasers may have obtained or
received, and if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by the Joint Bookrunners, the Company or their
respective officers, directors, employees or agents. Each
Purchaser acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither
the Company nor the Joint Bookrunners make any undertaking or
warranty to any Purchaser regarding the legality of any investment
in the Placing Shares by such Purchaser under any legal, investment
or similar laws or regulations. Each Purchaser should not consider
any information in this Announcement to be legal, tax or business
advice. Each Purchaser 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.
9.
REGISTRATION AND
SETTLEMENT
9.1
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within the CREST system administered by Euroclear UK and
International Limited ("CREST").
9.2 The
Company will (or will procure its registrar or transfer agent to)
deliver the Placing Shares to CREST accounts operated by the
respective Joint Bookrunner for the Company and the Joint
Bookrunners will enter their respective delivery (DEL) instructions
into the CREST system. The input to CREST by each Purchaser of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Purchaser against
payment.
9.3 Each
Purchaser allocated Placing Shares in the Placing will be sent a
conditional trade confirmation stating the number of Placing Shares
and the subscription amount payable to be allocated to it and will
be required to provide the Joint Bookrunners with funds sufficient
to purchase such securities prior to the Closing Date.
9.4 Each
Purchaser is deemed to agree that, if it does not comply with these
obligations, the Company may sell any or all of the Placing Shares
allocated to that Purchaser on such Purchaser's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Purchaser plus any
interest due. The relevant Purchaser 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
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Purchaser's behalf.
9.5
Subject to the passing of the Resolutions, it is expected that
settlement will take place on or about 14 August 2024 in CREST in
accordance with the instructions set out in the conditional trade
confirmation.
9.6 The
Company reserves the right to require settlement for and delivery
of the Placing Shares (or a portion thereof) to any Purchaser in
any form it requires if, in the Joint Bookrunners' or the Company's
opinion, delivery or settlement is not possible or practicable
within CREST or would not be consistent with the regulatory
requirements of the Purchaser's jurisdiction.
9.7 Each
Purchaser agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with the
applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions
that it has in place with the respective Joint
Bookrunner.
9.8 If
Placing Shares are to be delivered to a custodian or settlement
agent, Purchasers should ensure that the conditional trade
confirmation is copied and delivered immediately to the relevant
person within that organisation. Each Purchaser shall ensure that,
insofar as Placing Shares are registered in a Purchaser's name or
that of its nominee or in the name of any person for whom a
Purchaser is contracting as agent or nominee, such person shall not
be a person who is or may be liable to any UK stamp duty or stamp
duty reserve tax or securities transfer tax.
9.9
Interest is chargeable daily on payments to the extent that value
is received after the due date at the rate per annum of 4
percentage points above the Barclays Bank plc base rate.
10.
REPRESENTATIONS AND
WARRANTIES
10.1 Each Purchaser
and prospective Purchaser (and each person acting on its behalf)
represents, warrants, acknowledges and undertakes for the benefit
of the Company, each of the Joint Bookrunners and the respective
officers, employees and advisers of the Company and of each of the
Joint Bookrunners, and any person acting on behalf of any of them
(each a "Beneficiary" and together the "Beneficiaries") as
follows:
(a) if
it is a Purchaser in the United Kingdom it:
(i)
is a Qualified Investor as defined under the UK Prospectus
Regulation; and
(ii)
is also a person falling within one or more of the categories of
persons referred to in article 19 (investment professionals) or 49
(high net worth companies, etc) of the Order or is a person to whom
the Placing may otherwise be made or to whom the Placing Shares may
otherwise be directed without an approved prospectus having been
made available to the public in the UK before the Placing Shares
are offered and without making an unlawful financial promotion;
and
(iii)
understands, recognises and acknowledges that no prospectus has
been or will be approved in connection with the Placing by the FCA
in the United Kingdom under section 87A of Financial Services and
Markets Act 2000 (the "FSMA"); or
(iv) if it is
not in the United Kingdom but is acting for the account of a
Purchaser in the United Kingdom, that each of subparagraphs (i),
(ii) and (iii) applies in respect of each such
Purchaser;
(b) if
it is a Purchaser in a member state of the EEA it:
(i)
is a Qualified Investor as defined under the Prospectus Regulation;
and
(ii)
understands, recognises and acknowledges that no prospectus has
been or will be approved in connection with the Placing by any
competent authority of any relevant member state of the EEA;
or
(iii) if
it is not in a member state of the EEA but is acting for the
account of a Purchaser in a member state of the EEA, that each of
subparagraphs (i) and (ii) applies in respect of each such
Purchaser;
(c)
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 the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person. For the
avoidance of doubt, the Purchaser has not made and will not make
any offer to the public of the Placing Shares for the purposes of
section 102B FSMA;
(d) if
it is in a jurisdiction outside the United Kingdom or the EEA, it
is a person to whom the Placing or an invitation to subscribe for
the Placing Shares in the manner contemplated by this Appendix and
any communication or correspondence therewith is permitted by the
laws of the jurisdiction in which it is situated or from where the
Purchaser submitted its bid to subscribe for Placing Shares and it
is a person to whom the Placing Shares can lawfully be offered and
issued under all applicable laws, without the need for any
approval, registration, filing or lodgement of any kind, including
a prospectus or other disclosure document;
(e)
without prejudice to paragraph (d) above, if the Purchaser is in
Hong Kong it is (i) a "professional investor" within the meaning of
the Securities and Futures Ordinance of Hong Kong (Cap 571) and any
rules made thereunder, and (ii) acquiring the Placing Shares for
its own account (or an account as to which it has full investment
discretion) for investment purposes and (subject to the disposition
of its property being at all times within its control) not with a
view to any distribution of the Placing Shares;
(f)
without prejudice to paragraph (d) above, if the Purchaser is in
the Republic of South Africa it is an investor who falls within one
of the specified categories listed in Section 96(1)(a) of the South
African Companies Act, 2008 (as amended) (the "SA Companies Act")
and that it will, to the extent applicable, be liable to obtain any
exchange control approval required by the South African Reserve
Bank in relation to the issue to it of the Placing Shares or
payment by it of the issue price for the Placing Shares;
(g) it
(and any account for which it is purchasing) (i) is outside the
United States, (ii) is acquiring the Placing Shares in an offshore
transaction (as this term is used in Regulation S), and (iii)
understands that the offer and sale to it of the Placing Shares
have not been and will not be registered under the U.S. Securities
Act or the laws of any state of the United States;
(h) time
shall be of the essence as regards obligations pursuant to this
Appendix;
(i)
unless otherwise specifically agreed in writing with the Joint
Bookrunners, neither it nor the beneficial owner of such Placing
Shares is or will be a resident of, or subject to the laws of the
United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa, or will otherwise be considered a U.S.
Person;
(j)
the Placing Shares have not been and will not be registered under
the securities legislation of the United States, Canada, Australia,
Japan, New Zealand and the Republic of South Africa and may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within those jurisdictions except subject
to certain exceptions;
(k) it
acknowledges that this Announcement has not been approved by the
Securities and Futures Commission in Hong Kong and, accordingly,
(i) the Placing Shares may not be offered or sold in Hong Kong by
means of this Announcement or any other document other than to
"professional investors" as defined in the Securities and Futures
Ordinance of Hong Kong (Cap 571) and any rules made thereunder, or
in other circumstances which do not result in the document being a
"prospectus" as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance of Hong Kong (Cap 32)
("CWUMPO") or which do not constitute an offer to the public within
the meaning of the CWUMPO, and (ii) no person shall issue or
possess for the purposes of issue, whether in Hong Kong or
elsewhere, any advertisement, invitation or document relating to
the Placing Shares which is directed at, or the contents of which
are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities laws of Hong
Kong) other than with respect to the Placing Shares which are or
are intended to be disposed of only to persons outside Hong Kong or
only to professional investors (as set out above);
(l)
it acknowledges and agrees that the Placing is not an "offer to the
public" as envisaged in Chapter 4 of the SA Companies Act read with
the South African Companies Regulations 2011 (as amended) (the
"South African Companies Regulations 2011"), and that no prospectus
will be registered and/or issued in terms of the SA Companies Act
and the South African Companies Regulations 2011;
(m) the
Purchaser consents to the Company making a notation on its records
or giving instructions to any registrar and transfer agent of the
Placing Shares in order to implement the restrictions on transfer
set forth and described above;
(n) if
required by applicable securities laws or as otherwise reasonably
requested by the Company, the Purchaser will execute, deliver and
file and otherwise assist the Company in filing reports,
questionnaires, undertakings and other documents with respect to
the issue of the Placing Shares;
(o) the
Purchaser has such knowledge and experience in financial, business
and tax matters as to be capable of evaluating the merits and risks
of its investment in the Placing Shares and it is able to bear the
economic risks and complete loss of such investment in the Placing
Shares;
(p) the
Purchaser has not received or requested, nor does it have any need
to receive, any offering memorandum or any other document
describing the business and affairs of the Company in order to
assist it in making an investment decision to subscribe for the
Placing Shares;
(q) it
is purchasing the Placing Shares for its account or for the account
of one or more persons for investment purposes only and not with
the purpose of, or with a view to, the resale, transfer or
distribution or granting, issuing or transferring of interests in,
or options over, the Placing Shares;
(r)
it has such knowledge and experience in financial and business
matters and expertise in assessing credit and all other relevant
risks that it is capable of evaluating independently, and has
evaluated independently and conducted an in-depth detailed analysis
on, the merits and risks of a purchase of the Placing Shares for
itself and each other person, if any, for whose account it is
acquiring any Placing Shares, and it has determined that the
Placing Shares are a suitable investment for itself and each other
person, if any, for whose account it is acquiring any Placing
Shares, both in the nature and the number of the Placing Shares
being acquired;
(s)
if applicable, it is, or any beneficial Purchaser for whom it is
contracting is, acquiring the Placing Shares pursuant to and in
compliance with an exemption from the prospectus requirements of
securities laws of the jurisdiction of residence and will provide
the Company and the Joint Bookrunners, on request, whether before
or after the Closing Date, with evidence of such
compliance;
(t)
it has had access to all information that it believes is necessary
or appropriate in connection with, and for an adequate time prior
to, its purchase of the Placing Shares. It acknowledges and
agrees that it will not hold the Joint Bookrunners responsible for
any misstatements in, or omissions from, any publicly available
information concerning the Company;
(u) it
has made and relied entirely upon its own assessment of the
Company, and has conducted its own independent investigation with
respect to the Placing Shares and the Company;
(v) it
shall obtain its own advice regarding the tax consequences in any
jurisdiction of purchasing, owning or disposing of any Placing
Shares;
(w) it has not
relied on any investigation that any Beneficiary may have conducted
with respect to the Placing Shares or the Company. No
Beneficiary has made any representation to it, express or implied,
with respect to the Placing Shares or the Company;
(x) it
acknowledges that the Placing does not constitute a securities
recommendation or advice in relation to any securities, and that no
securities recommendation or advice has been made or given to it by
any Beneficiary in relation to the Placing;
(y) it
acknowledges that an investment in the Placing Shares involves a
degree of risk;
(z)
except to the extent that liability cannot by law be excluded, it
acknowledges that none of the Beneficiaries accept any
responsibility in relation to the Placing or for the accuracy or
completeness of any information given to it in connection with the
Placing;
(aa) it acknowledges
and agrees that it will accept the decisions and actions of the
Joint Bookrunners and/or the Company in respect of the Placing and
the acceptance of any Placing of Placing Shares does not oblige the
Joint Bookrunners and/or the Company to consult with it as to any
matter or qualify the exercise or non-exercise of rights arising
under or in relation to the Placing;
(bb) it has been
independently advised as to any resale restrictions under
applicable securities laws in its own jurisdiction;
(cc) it
acknowledges and agrees that if a Joint Bookrunner takes title to
the Placing Shares it does so only as agent for the Purchaser for
the purposes of effecting settlement and it agrees to release such
Joint Bookrunner from any liability incurred by it in acting in
such capacity (whether arising out of any act or omission by the
Company in relation to the Placing or to the Placing Shares or
otherwise);
(dd) if it is acquiring
any Placing Shares for an account of one or more persons, it has
full power to make the acknowledgements, representations,
warranties and agreements hereunder on behalf of each such person
and it will take reasonable steps to ensure that each such person
will comply with its obligations hereunder;
(ee) it acknowledges that
the Beneficiaries will rely upon the truth and accuracy of the
foregoing acknowledgements, representations, warranties and
agreements in conducting and undertaking the Placing;
(ff) it has
read this Announcement, including this Appendix, in its entirety
and its subscription of the Placing Shares is subject to and based
upon only the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein;
(gg) the exercise by
the Joint Bookrunners of any right of termination or any right of
waiver exercisable by them contained in the Placing and Open Offer
Agreement including, without limitation, the right to terminate the
Placing and Open Offer Agreement, is within their absolute
discretion and no Joint Bookrunner will have any liability to any
Purchaser whatsoever in connection with any decision to exercise or
not exercise any such rights;
(hh) if (i) any of the
conditions in the Placing and Open Offer Agreement are not
satisfied (or, where relevant, waived), or (ii) the Placing and
Open Offer Agreement is terminated or does not otherwise become
unconditional in all respects prior to the admission of the Placing
Shares, the Placing will lapse and its rights shall cease and
determine at such time and no claim shall be made by any Purchaser
in respect thereof;
(ii)
no offer document or prospectus has been, or will be, prepared in
connection with the Placing and it represents and warrants that it
has not received a prospectus or other offer document in connection
therewith;
(jj) the
ordinary shares of £0.01 each in the capital of the Company are
(and the Placing Shares issued pursuant to the Placing will be)
admitted to trading on AIM, and the Company is therefore required
to publish certain business and financial information in accordance
with the rules and practices of AIM and that it is able to obtain
or access such information without undue difficulty, and is able to
obtain access to such information or comparable information
concerning any other AIM quoted company, without undue
difficulty;
(kk) none of the
Joint Bookrunners or the Company nor any of their affiliates nor
any person acting on behalf of any of them has provided it, and
will not provide it, with any material regarding the Placing Shares
or the Company or any other person other than this Announcement;
nor has it requested any of the Joint Bookrunners or the Company
nor any of their affiliates or any person acting on behalf of any
of them to provide it with any such information;
(ll)
the content of this Announcement is exclusively the responsibility
of the Company and none of the Joint Bookrunners nor any person
acting on their behalf has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company (except for any information or statements
relating solely to the Joint Bookrunners and furnished by the Joint
Bookrunners specifically for use in such documents) and will not be
liable for any Purchaser's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise. Each Purchaser further
represents, warrants and agrees that the only information on which
it is entitled to rely and on which such Purchaser has relied in
committing itself to subscribe for the Placing Shares is contained
in this Announcement and any information previously published by
the Company, 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 either
of the Joint Bookrunners or the Company and none of the Joint
Bookrunners or the Company will be liable for any Purchaser's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Purchaser 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;
(mm) in
subscribing for Placing Shares, it has consented to receive "inside
information" for the purposes of MAR , and it agrees not to deal in
any securities of the Company until such time as the inside
information of which it has been made aware has been made public
for the purposes of MAR or it has been notified by the Joint
Bookrunners or the Company that the proposed Placing will not
proceed and any unpublished price sensitive information of which
the Purchaser 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;
(nn) it has complied with
its obligations in connection with the Criminal Justice Act 1993,
money laundering and terrorist financing under the Anti Terrorism
Crime and Security Act 2001, the Proceeds of Crime Act 2002, the
Terrorism Act 2003, MAR, the Prospectus Regulation, the Terrorism
Act 2006, the Money Laundering Regulations 2007, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and Part VIII of the Financial
Services and Markets Act 2000 (the "Regulations"), including
identifying its clients in accordance with 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.
If within a reasonable time after a request for verification of
identity the Joint Bookrunners have not received such satisfactory
evidence, the Joint Bookrunners may, in their absolute discretion,
reject an application for Placing Shares in which event all funds
delivered by such Purchaser to the Joint Bookrunners (if any) will
be returned without interest to the account of the drawee bank from
which they were originally debited;
(oo) if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Regulation or the UK Prospectus Regulation, any Placing
Shares acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in the United Kingdom or the EEA to
Qualified Investors, unless the Joint Bookrunners have given prior
consent to such proposed offer or resale;
(pp) it has complied and
will comply with all applicable laws with respect to anything done
by it or on its behalf in relation to the Placing Shares (including
all relevant provisions of the FSMA in respect of anything done in,
from or otherwise involving the United Kingdom);
(qq) it will (or will
procure that its nominee will), if applicable, make notification to
the Company of the interest in the Company's ordinary shares in
accordance with Chapter 5 of the Disclosure Guidance and
Transparency Rules;
(rr) it and
any person acting on its behalf is entitled to subscribe for and
purchase the Placing Shares under the laws of all relevant
jurisdictions which would apply to it, and that it and any person
acting on its behalf is in compliance with applicable laws in the
jurisdiction of its residence, the residence of the Company, or
otherwise;
(ss) it (and
any person acting on its behalf) will make or procure 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 the Joint Bookrunners and the Company may in their absolute
discretion determine and without liability to such Purchaser, and
it will remain liable for any shortfall below the net 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 in these terms and conditions) which may arise upon
the placing or sale of such Purchaser's Placing Shares on its
behalf;
(tt) the
person whom it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be,
and none of the Joint Bookrunners 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 Purchaser and any person acting on behalf of such Purchaser
agrees to participate in the Placing and it agrees to indemnify the
Company and the Joint Bookrunners in respect of the same on the
basis that the Placing Shares will be allotted to the account of
the Joint Bookrunners who will hold them as nominee on behalf of
such Purchaser until settlement in accordance with its standing
settlement instructions;
(uu) the Company and the
Joint Bookrunners 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
each of the Joint Bookrunners on their own behalf and on behalf of
the Company and are irrevocable;
(vv) it will
indemnify and hold the Company and the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Announcement
or incurred by the Company, the Joint Bookrunners or their
respective affiliates, agents, directors, officers and employees
arising from the performance of the Purchaser's obligations as set
out in this Announcement, and further agrees that the provisions of
this Appendix shall survive after completion of the
Placing;
(ww) its
commitment to subscribe for Placing Shares on the terms set out
herein will continue notwithstanding any amendment that may in
future be made to the terms of the Placing and the Purchaser will
have no right to be consulted or require that its consent be
obtained with respect to the Company's conduct of the
Placing. The foregoing representations, warranties and
confirmations are given for the benefit of the Company and the
Joint Bookrunners. The agreement to settle a Purchaser's
subscription (and/or the subscription of a person for whom such
Purchaser is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to the
subscription by it and/or such person direct from the Company for
the Placing Shares in question. Such agreement assumes, and
is based on the warranty above from each Purchaser, that neither
it, nor the person specified by it for registration as holder, of
Placing Shares is, or is acting as nominee or agent for, and that
the Placing Shares will not be allotted to, a person who is or may
be liable to stamp duty or stamp duty reserve tax in excess of 0.5%
under any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services). If there are
any such arrangements, or the settlement relates to any other
dealing in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable. In that event the Purchaser agrees that it
shall be responsible for such stamp duty or stamp duty reserve tax,
and neither the Company nor the Joint Bookrunners shall be
responsible for such stamp duty or stamp duty reserve tax. If
this is the case, each Purchaser should seek its own advice and
notify the Joint Bookrunners accordingly;
(xx) no action has
been or will be taken by any of the Company, the Joint Bookrunners
or any person acting on behalf of the Company or the Joint
Bookrunners that would, or is intended to, permit a public offering
of the Placing Shares in any country or jurisdiction where any such
action for that purpose is required;
(yy) it 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 United Kingdom 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;
(zz) the Joint
Bookrunners or any of their affiliates may, at their absolute
discretion, agree to become a Purchaser in respect of some or all
of the Placing Shares;
(aaa)
when a Purchaser or person acting on behalf of the Purchaser is
dealing with the Joint Bookrunners, any money held in an account
with any of the Joint Bookrunners on behalf of the Purchaser and/or
any person acting on behalf of the Purchaser will not be treated as
client money within the meaning of the rules and regulations of the
FCA made under FSMA;
(bbb) it
acknowledges that the money will not be subject to the protections
conferred by the client money rules and as a consequence, this
money will not be segregated from the relevant Joint Bookrunners'
money in accordance with the client money rules and will be used by
the relevant Joint Bookrunner in the course of its own business;
and the Purchaser will rank only as a general creditor of the Joint
Bookrunner;
(ccc) it acknowledges that
all times and dates in this Announcement may be subject to
amendment and the Joint Bookrunners shall notify the Purchasers and
any person acting on behalf of the Purchasers of any
changes;
(ddd) that
past performance is no guide to future performance and persons
needing advice should consult an independent financial
adviser;
(eee) all
obligations entered into by the Purchaser pursuant hereto with the
Joint Bookrunners are entered into with them as agent for the
Company and are therefore enforceable directly by the
Company;
(fff) if a company,
it is a valid and subsisting company and has all the necessary
corporate capacity and authority to execute its obligations in
connection with the Placing participation;
(ggg)
it is not presently acting in concert, as defined in the City Code
on Takeovers and Mergers, with any existing shareholder or other
Purchaser; and
(hhh) it
irrevocably appoints any director of either of the Joint
Bookrunners as its agent for the purposes of executing and
delivering to the Company's and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares offered to it.
The Purchaser agrees that the Company
and the Joint Bookrunners will rely upon the truth and accuracy of
the foregoing confirmations, representations, warranties,
acknowledgments, undertakings and agreements which are given by
each Purchaser (or persons acting on their behalf) and are
irrevocable.
11.
ENTIRE AGREEMENT
The terms set out in this Appendix
and the allocation of Placing Shares (including the subscription
amount payable) as confirmed to a Purchaser, constitute the entire
agreement to the terms of the Placing and a Purchaser's
participation in the Placing to the exclusion of prior
representations, understandings and agreements between them.
Any variation of such terms must be in writing.
12.
GOVERNING LAW AND
JURISDICTION
The agreement arising out of
acceptance of the Placing and any dispute or claim arising out of
or in connection with the Placing or formation thereof (including
non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of England. Each Purchaser
irrevocably agrees to submit to the exclusive jurisdiction of the
courts of England to settle any claim or dispute that arises out of
or in connection with the agreement arising out of acceptance of
the Placing or its subject matter or formation (including
non-contractual disputes or claims).
APPENDIX
3
DEFINITIONS
The following definitions apply
throughout this Announcement (including the Appendices), unless the
context requires otherwise:
Admission means admission
of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules.
AIM means the market of
that name operated by the London Stock Exchange.
AIM
Rules means together, the AIM
Rules for Companies and the AIM Rules for Nominated
Advisers.
Anchois means the gas
discovery containing audited 2C contingent resources of 637 Bcf,
located in the Company's Lixus Licence, Morocco.
Anchois Gas Development means the development of the Anchois gas discovery,
located in the Company's Lixus Licence.
Application Form means the
application form enclosed, in the case of Qualifying Non-CREST
Shareholders, with the Circular for Qualifying Non-CREST
Shareholders to apply for Open Offer Shares.
Bcf means billion cubic
feet.
Bookbuild means an
accelerated process conducted by the Joint Bookrunners to determine
demand for participation in the Placing by Placees.
Cavendish means
Cavendish Capital Markets Limited, whose
registered office is at One Bartholomew Close, London, EC1A 7BL,
acting as Joint Bookrunner in connection with the
Placing.
Chariot Morocco means
Chariot Oil & Gas Holdings (Morocco) Limited
a company incorporated and registered in England
with company number 11793685 and a wholly owned subsidiary of
Chariot.
Circular means the
circular, expected to be published by the Company on or about 24
July 2024, in relation to the Placing, Subscription and Open
Offer.
Chariot Transitional Power means the Company's business stream
focused on building, generating and trading renewable
power.
Closing Date means the
date upon which settlement of the Placing Shares and the
Subscription Shares is due to take place.
Company or Chariot means Chariot Limited, a
company incorporated in Guernsey with registered number
47532, with its registered office at Oak
House, Hirzel Street, St Peter Port, Guernsey, GY1
2NP.
CREST means a relevant
system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST
Regulations).
CREST Regulations means
the Uncertificated Securities Regulations 2001 (SI 2001 No.
3755) (as amended).
Directors or Board means the board of directors
of the Company.
EEA means The European
Economic Area.
EU means the European
Union.
EUWA means the European Union
(Withdrawal) Act 2018 (as amended).
Euroclear means
Euroclear UK & International Limited.
Existing Ordinary Shares means the 1,074,179,156 Ordinary Shares in issue at the
date of this Announcement, all of which are admitted to trading on
AIM and being the entire issued ordinary share capital of the
Company.
FCA means the Financial
Conduct Authority.
FID means Final Investment
Decision.
Excess Application Facility means the arrangement pursuant to which Qualifying
Shareholders may apply for additional Open Offer Shares in excess
of their entitlement in accordance with the terms and conditions of
the Open Offer, as set out in the Circular.
FSMA means the Financial
Services and Markets Act 2000, as amended.
Fundraising or Fundraise means together, the
Placing, Subscription and the Open Offer.
General Meeting means the
general meeting of the Company to be held at the offices of Memery
Crystal, 165 Fleet Street, London EC4A 2DY at 11:00 a.m. BST on 13
August 2024, notice of which is to be included in the
Circular.
Group means the Company
and its subsidiaries at the date hereof.
Issue Price means 6.5
pence per New Ordinary Share.
Joint Bookrunner means
each of Cavendish and Stifel.
Lixus or Lixus Licence means the Lixus offshore
licence, Morocco.
London Stock Exchange means London Stock Exchange plc.
Loukos or Loukos Licence means the Loukos onshore
licence, Morocco.
MAR means the Market Abuse
Regulation (EU) No.596/2014, as it forms
part of UK domestic law by virtue of the EUWA and as amended from
time to time.
New
Ordinary Shares means the new
ordinary shares in the capital of the Company to be issued in
connection with the Placing Shares, Subscription Shares or the Open
Offer Shares.
Notice of General Meeting means the notice of the General Meeting included within
the Circular.
Open Offer means the
invitation to Qualifying Shareholders to subscribe for the Open
Offer Shares at the Issue Price on the terms and conditions set out
in the Circular and, in the case of Qualifying Non-CREST
Shareholders only, the Application Form conditional invitation
proposed to be made by the Company to Qualifying Shareholders to
subscribe for the Open Offer Shares.
Open Offer Entitlement means the entitlement of Qualifying Shareholders to
subscribe for Open Offer Shares allocated to Qualifying
Shareholders on the Record Date pursuant to the Open
Offer.
Open Offer Shares means
New Ordinary Shares being made available to Qualifying Shareholders
pursuant to the Open Offer, up to a maximum of 23,815,194 New
Ordinary Shares.
Ordinary Shares means
ordinary shares of 1 penny each in the capital of the
Company.
Overseas Shareholder means
a Shareholder with a registered address outside of the United
Kingdom.
Placees means the placees
subscribing for Placing Shares pursuant to the Placing.
Placing means the proposed
placing by the Joint Bookrunners as agents for the Company, of the
Placing Shares at the Issue Price on a non-pre-emptive basis, on
the terms and conditions set out in the Placing and Open Offer
Agreement.
Placing and Open Offer Agreement means the conditional placing and open offer agreement
dated 19 July 2024 between the Company, Cavendish and Stifel,
details of which are set out in the Circular.
Placing Shares means
New Ordinary Shares to be allotted pursuant to the Placing on the
terms of the Placing and Open Offer Agreement.
Project Nour means the
Company's green hydrogen project in Mauritania.
Prospectus Regulation means Regulation (EU) No 2017/1129.
Qualifying Non-CREST Shareholders means Qualifying Shareholders holding Ordinary Shares in
certificated form at the Record Date.
Qualifying
Shareholders means Shareholders on the
register of members of the Company as at the Record Date, excluding
certain overseas Shareholders (as further described in the
Circular).
Record Date means 6.30 pm
on 22 July 2024.
Registrar means Link
Group, the registrar to the Company.
Regulatory Information has the
meaning given under the AIM Rules.
Regulation S means
Regulation S under the U.S. Securities Act.
Relevant Persons has the
meaning given in Appendix 2.
Resolutions means the
resolutions to be proposed at the General Meeting, as set out in
the Notice of General Meeting in the Circular.
Shareholders means holders
of Existing Ordinary Shares.
Stifel means Stifel
Nicolaus Europe Limited whose registered office is at 4th Floor 150
Cheapside, London, United Kingdom, EC2V 6ET, acting as Joint
Bookrunner in connection with the Placing.
Subscribers means certain
investors, who have each subscribed for New Ordinary Shares at the
Issue Price.
Subscription means the
proposed subscription for the Subscription Shares by the
Subscribers at the Issue Price.
Subscription Agreements means
the agreements between the Company and each of the Subscribers
relating to the Subscription.
Subscription Shares means
the New Ordinary Shares which may, pursuant to the Subscription, be
allotted pursuant to the Subscription on the terms of the
Subscription Agreements.
TEH2 means TotalEnergies H2, a
majority owned subsidiary of Total Energies.
Total Energies means Total
Energies SE.
UK Prospectus Regulation means the UK version of Regulation (EU) which
is part of UK law by virtue of EUWA.
United Kingdom or UK means United
Kingdom of Great Britain and Northern
Ireland.
UM6P means Mohammed VI
Polytechnic University.
United States means the United States of America, its territories
and possessions, any state of the United States of
America and the District of Columbia.
U.S Securities Act means the U. S. Securities Act of 1933, as
amended.
Vivo Energy means Vivo Energy
Limited.
All references in this announcement
to "£", "pence" or "p" are to the lawful currency of
the United Kingdom. All references to "USS" or "$" are to the
lawful currency of the United States.