NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE
SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT
(INCLUDING THE APPENDICES).
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE 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.
2 December 2024
Seascape
Energy Asia
plc
(the "Company",
"Seascape Energy" or
"Seascape")
Placing and
Subscription
Seascape Energy, an E&P company focused on Southeast Asia, is
pleased to announce a fundraising by way of a direct subscription
by certain Directors, senior management and certain
shareholders (the "Subscription"), and an institutional placing (the
"Placing") of new Ordinary
Shares (together, the "Fundraising") to follow on from the
successful conditional farm-out of a 42.5% participating interest
in the Block 2A Production Sharing Contract (the "PSC" or "Block 2A") to INPEX CORPORATION
("INPEX") (the
"Block 2A farm-out").
The Fundraising raised gross proceeds of £2.0 million (£1.8
million net), through the successful Placing and Subscription of
5,710,810 new Ordinary Shares (the "Fundraising Shares"), in each case at
an issue price of 35 pence per new Ordinary Share (the
"Issue Price").
Stifel Nicolaus Europe Limited
("Stifel") is acting as
Sole Bookrunner to the Company in connection with the
Fundraising.
Background to the Fundraising and Use of
Proceeds
Following a strategic review of its
operations during 2024, the Board and management of
Seascape announced on 17
June 2024 the Company's exit from Norway and its focus on building
a full-cycle E&P business in Southeast Asia, where the
supportive attitude of the host governments towards
small-and-medium sized E&P companies offers significant growth
opportunities to the Company.
Seascape entered Malaysia in the Malaysian Bid Round 2022 by being
awarded operatorship of Block 2A, offshore Sarawak. Block 2A was
awarded along with high-quality 3D seismic data at nil cost.
Following a further acquisition in December 2023 (the Topaz
acquisition), the Company's working interest in Block 2A increased
to 52.5%.
Block 2A contains the giant Kertang
prospect, which is believed to be one of the largest undrilled
structures in Malaysia. The CPR undertaken by ERCE in June 2024
confirmed the giant scale of the Kertang prospect assigning total
gross unrisked mean prospective resources of 9.1 TCF as well as 146
mmbbls of NGLs (1.7 billion boe) (approximately 900 BCF as well as
15 mmbbls, on a net basis) (approximately 165 mmboe) across four
target horizons.
Seascape commenced a farm-out process to identify the right partner for
Block 2A and following intense interest from major global energy
companies, announced earlier this morning a farm-out agreement with
INPEX, Japan's largest E&P
company, in return for a cash and carry
consideration on the Company's retained interest (10%) in the PSC.
Completion of the farm-out is anticipated at the end Q1
2025.
Under the terms of the Block 2A
farm-out, Seascape will receive:
·
An uncapped carry for Seascape's retained interest (10%)
through the remaining exploration phase including one firm wildcat
well and one contingent appraisal well (subject to a commercial
discovery);
·
US$20 million cash consideration
including:
o US$10 million payable in full at completion of the Block 2A
farmout (the "Initial Farmout Consideration");
and
o US$10 million contingent cash consideration to be paid
following confirmation of a commercial discovery; and
·
Reimbursement of certain historic costs associated
with the PSC totalling approximately US$0.5 million.
In October 2024, Seascape announced the award at nil
cost of a 28% participating interest in a small field asset
production sharing contract over the DEWA Complex Cluster (the
"DEWA PSC", or
"DEWA"), off the coast of
Sarawak. The DEWA PSC is comprised of 12 shallow water gas fields
and discoveries dating from the 1980s, with approximately 500 BCF
GIIP[1] on a gross basis (83 mmboe) that
were overlooked by previous operators which had been focused on oil
production.
DEWA provides Seascape with an immediate portfolio
of gas fields, with net estimated resources of approximately 85-100
BCF (14-17 mmboe)[2], unlocked by new
favourable Small Field Asset fiscal terms, with approximately 50%
profit for the contractor (increased from approximately 30% prior
to the new fiscal terms).
Given the shallow water depths and
nearby infrastructure, the partners in the DEWA PSC are targeting a
low-cost development plan utilising existing technology, which
could support a potential production plateau of up to 100 mmscfd
(17 kboped). DEWA has a low-cost initial work commitment of
approximately US$0.6 million net to Seascape, to conduct a detailed
resource estimate and deliver a Field Development and Abandonment
Plan ("FDP") within two
years, currently targeting first gas in 2027.
The farm-out of Block 2A marks an
important milestone in the transformation of Seascape into a fully funded,
Southeast Asian focused E&P business with a combination of firm
value in discovered resources on the DEWA PSC and significant
upside associated with its retained interest in the world-class
Kertang prospect.
Since refocussing its activities on
Southeast Asia, the directors have substantially reduced the
ongoing costs of the business and the Company previously announced
that it has sufficient cash until Q1 2025. Seascape has existing
cash of approximately £1 million[3] and
costs of approximately £250 thousand per month, including
forecasted spend at DEWA and minimal spend on Block 2A prior to
completion of the farm-out. While the Initial Farmout Consideration
is substantial, the timing of completion is uncertain and the
Directors believe that it is appropriate to ensure that the Company
has sufficient financing to enable the
Company to execute
the Block 2A farm-out, progress DEWA towards FDP and pursue further growth
opportunities in Malaysia and across Southeast Asia. With the Company's share price having
appreciated approximately 204%
per cent. since 17 June 2024[4], the Fundraising will be conducted within the
Company's existing shareholder authorities, keeping dilution to a
minimum, while also introducing several new shareholders into the
register with deep knowledge of the oil and gas
industry.
Fundraising Highlights
Certain Directors, senior management
and certain shareholders of the Company have subscribed for a total
of 2,370,121 new Ordinary Shares (the "Subscription Shares"), at the Issue
Price, pursuant to the Subscription. In addition, a
total of 3,340,689 new Ordinary Shares (the
"Placing Shares") have been
placed with new and existing institutional investors pursuant to
the Placing by Stifel, at the Issue Price.
A total of 5,710,810 new Ordinary
Shares will therefore be issued pursuant to the Fundraising. The
Fundraising Shares represent in aggregate 10 per cent. of the
Company's existing Ordinary Shares. The Issue Price represents a
discount of approximately 4.1 per cent. to the closing mid-market
price of 36.5 pence on 29 November 2024 (being the latest
practicable date prior to the date of this
Announcement).
The Fundraising Shares will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends or other distributions made, paid or declared
in respect of such shares after the date of issue of the new
Ordinary Shares.
James Menzies, Executive Chairman of
Seascape,
commented:
"Whilst we are today announcing an important transaction in
the farm-out of Block 2A offshore Sarawak, we are simultaneously
announcing a small fundraising. This funding will ensure that the
Company is able to close the farm-out deal, work on our DEWA
project and continue to work on new opportunities, without
stressing the balance sheet.
"This is also an opportunity to bring new institutional
investors onto the share register, who appreciate our Southeast
Asian strategy and who will be supportive long-term holders. This
fund raising, together with proceeds from the Block 2A farm-out
announced today, will put the Company in a strong position to
deliver near-term growth through our portfolio of assets in
Malaysia and across the wider Southeast Asian
region."
Participation by Directors and Related Party
Transaction
Certain Directors and members of the
Company's senior management have participated in the Subscription
to raise gross proceeds of £415 thousand, as set out
below.
Details of the Directors' and senior
management participation in the Subscription are as
follows:
The FCA notifications, made in
accordance with the requirements of MAR, are appended
below.
James Menzies, Nick Ingrassia and
Geraldine Murphy as directors of the Company are considered to be
"related parties" as defined under the AIM Rules and accordingly
their participation in the Subscription constitutes a related party
transaction for the purposes of Rule 13 of the AIM
Rules.
Graham Stewart, having not
participated in the Subscription or the Placing, is independent of
the Fundraising and considers, having consulted with Stifel, the
Company's Nominated Adviser, that the terms of the participation by
the Directors in the Subscription are fair and reasonable insofar
as shareholders are concerned.
Admission and Total Voting Rights
Application has been made to the
London Stock Exchange for admission to trading of the Fundraising
Shares on AIM. It is expected that Admission will become effective
at 8.00 a.m. on 4
December 2024.
Following Admission, the Company's
issued and fully paid share capital will consist of 62,818,946
Ordinary Shares. The Company has no Ordinary Shares in treasury.
Therefore, the total number of voting rights in the Company will be
62,818,946 Ordinary Shares. This number may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest, or a
change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Capitalised terms have the meaning
given to them in Appendix 2 to this Announcement, unless the
context requires otherwise.
Ends
Enquiries:
|
|
Seascape Energy Asia
plc
|
IR@Seascape-energy.com
|
James Menzies (Executive
Chairman)
Nick Ingrassia (Chief
Executive)
Pierre Eliet (EVP Corporate
Development, Country Chair Malaysia)
|
|
|
|
Stifel (Nomad and Joint Broker)
|
Tel: +44 20 7710 7600
|
Callum Stewart
Jason Grossman
Natalia Vangelatou
Ashton Clanfield
|
SNELSeascape@Stifel.com
|
|
|
Cavendish Capital Markets Limited (Joint
Broker)
|
Tel: +44 20 7397 8900
|
Neil McDonald
Pete Lynch
|
|
|
|
Standard
Estimates of reserves and resources
have been carried out in accordance with the June 2018
SPE/WPC/AAPG/ SPEE/SEG/SPWLA/EAGE Petroleum Resources Management
System ("PRMS") as the standard for classification and reporting. A
summary of the PRMS can be downloaded from:
https://www.spe.org/en/industry/petroleum-resources-management-system-2018/.
Review by Qualified Person
The technical information in this
release has been reviewed by Dr Pierre Eliet, EVP Corporate &
Business Development, Country Chair Malaysia, who is a qualified
person for the purposes of the AIM Guidance Note for Mining, Oil
and Gas Companies. Dr Eliet is a geologist with more than 25 years'
experience in the oil and gas industry. Dr Eliet has a BA Degree in
Earth Sciences from Trinity College, Dublin and PhD in Geology from
Manchester University, UK.
Glossary
"BCF"
means billion standard cubic feet
"boe"
means barrels of oil equivalent
"CPR"
means Competent Persons Report
"E&P"
means Exploration & Production
"ERCE"
means ERC Equipoise Ltd
"GIIP"
means gas initially in place
"m"
means metres
"mmboe"
means million barrels of
oil equivalent
"mmscf"
means million standard cubic feet
"mscf"
means thousand standard cubic feet
"NGL"
means natural gas liquids
"PSC"
means Production Sharing Contract
"TCF"
means trillion standard cubic feet
IMPORTANT
NOTICES
This Announcement contains
forward-looking statements. These statements relate to the
Company'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 Fundraising Shares or any other
security in Canada, Australia, New Zealand, 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.
Stifel, which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company as Sole 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.
APPENDIX 1
TERMS AND CONDITIONS OF THE
PLACING
TERMS AND CONDITIONS - IMPORTANT INFORMATION REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER,
THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
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 STIFEL 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, Stifel (as defined in paragraph 1.2 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 2.4.1) 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
Stifel has been given to each such proposed offer or resale;
and
3.
it is not in the United States.
The Company and Stifel will rely
upon the truth and accuracy of the foregoing representations,
warranties, acknowledgments and undertakings. Stifel does 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, Stifel 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, or any solicitation of any 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 of 1933, as amended (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)
outside the United States in "offshore" transactions within the
meaning of, and in reliance on, Regulation S; or (ii) 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 or the Placing 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. 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 ten pence (£0.10) 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 Fundraising 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 AND SUBSCRIPTION
1.1 Seascape
Energy Asia plc (company number 12020297) (the "Company"), intends to conduct a placing
(the "Placing") and direct
subscription (the "Subscription" and, together with the
Placing, the "Fundraise").
New ordinary shares of ten pence (£0.10) nominal value each will be
issued to existing and new investors pursuant to the Placing
("Placing Shares") and
Subscription ("Subscription
Shares") at 35 pence per share ("Issue Price") as determined by Stifel
and the Company.
1.2 The
Company has appointed Stifel Nicolaus Europe Limited ("Stifel") as its agent in respect of the
Placing.
1.3 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
Stifel.
2.3 The Issue
Price will be a fixed price of 35 pence per new ordinary
share.
2.4
Acceptances of the Placing and allocations of Placing Shares
(including the subscription amount payable) will be:
2.4.1
as confirmed (orally or in writing) with prospective purchasers who
are in the United Kingdom (or as Stifel and Company may agree, in
any other jurisdiction) by Stifel (or its broker dealers or its
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
2.4.2
(unless paragraph 2.4.1
applies) by the completion and return of such
letter of confirmation and registration or other forms as Stifel or
its agents may in its 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 Except as
required by law or regulation, no press release or other
announcement will be made by Stifel or the Company using the name
of any Purchaser (or its agent), in its capacity as Purchaser (or
agent), other than with such Purchaser's prior written
consent.
2.6 Each
Purchaser will have an immediate, separate, irrevocable and binding
obligation, owed to Stifel, to pay in cleared funds immediately on
the settlement date, in accordance with the registration and
settlement requirements set out below, an amount equal to the
product of the Issue Price and the number of Placing Shares such
Purchaser has agreed to take up. Stifel will procure the allotment
of the Placing Shares to each Purchaser following each Purchaser's
payment to Stifel of such amount.
2.7 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.
2.8 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.
2.9
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".
2.10 Settlement will occur
on a date to be advised but expected to be on or around 4 December
2024 ("Closing
Date").
2.11 To the fullest extent
permissible by law and applicable FCA rules, none of (a) Stifel,
(b) any of its affiliates, agents, directors, officers, employees,
(c) to the extent not contained within (a) or (b), any person
connected with Stifel as defined in the Financial Services and
Markets Act 2000 (the "FSMA") ((b) and (c) being together
"affiliates" and
individually an "affiliate"
of Stifel), or (d) any person acting on behalf of Stifel, 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 Stifel nor any of its affiliates shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Placing or of such alternative
method of effecting the Placing as Stifel and the Company may
agree.
3.
SHARES AND QUOTATION
3.1 The
Fundraising 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 and the Subscription Shares.
3.2
Application will be made to London Stock Exchange plc for admission
to trading of the Fundraising Shares on AIM ("Admission"). It is anticipated that
Admission will become effective on or around 4 December 2024 and
that dealings in the Placing Shares and Subscription Shares will
commence at that time.
4.
PLACING AGREEMENT
4.1 On 2
December 2024, the Company and Stifel entered into a placing
agreement in connection with the Placing (the "Placing Agreement"). Pursuant to the
Placing Agreement, Stifel has agreed to use its reasonable
endeavours to place the Placing Shares with prospective
Purchasers.
4.2 Stifel's
obligations under the Placing Agreement in respect of the Placing
Shares are conditional, inter alia, on:
4.2.1
in the opinion of Stifel (acting in good faith), none of the
warranties contained in the Placing Agreement being untrue,
inaccurate or misleading as at the date of the Placing Agreement or
at any time up to the date of Admission, which in any such case is
material in the context of the Fundraise;
4.2.2
the publication of this Announcement through a Regulatory
Information Service by no later than 8.00 a.m. on the date of the
Placing Agreement or such other time and/or date as may be agreed
between the Company and Stifel;
4.2.3
the Company allotting, subject only to Admission, the Fundraising
Shares in accordance with the Placing Agreement;
4.2.4
Admission taking place not later than 8.00 a.m. on 4 December 2024
or such later date as the Company and Stifel may otherwise agree
but not being later than 8.30 a.m. on 11 December 2024;
4.2.5
the Subscription Agreements having become unconditional in all
respects (save in relation to Admission); and
4.2.6
prior to Admission, there having been no development or event which
will have or is, in the opinion of Stifel (acting in good faith),
likely to have a material adverse effect on the Company (or of its
group), and which, in any such case, could, in the opinion of
Stifel (acting in good faith), materially and adversely affect the
Placing or the Subscription or dealings in the ordinary shares
immediately following Admission.
4.3
If:
4.3.1
any of the conditions contained in the Placing Agreement in
relation to the Placing Shares are not fulfilled or waived (if
capable of being waived) by Stifel by the respective time or date
where specified (or such later time or date as the Company and
Stifel may agree);
4.3.2
any of such conditions becomes incapable of being fulfilled;
or
4.3.3
the Placing 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 Stifel
may, at its absolute discretion and upon such terms as it thinks
fit, waive, or extend the period for, compliance by the Company
with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the
conditions relating to Admission and the allotment and issue of the
Placing Shares (subject only to Admission) 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
Stifel 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 Stifel.
4.6 Stifel is
entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances,
including, inter alia, a material breach of the warranties given to
Stifel in the Placing Agreement, the failure of the Company to
comply with material obligations under the Placing Agreement, or if
an event has occurred which, in the opinion of Stifel (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 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 Stifel of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Stifel, 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.
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 Stifel in accordance with all relevant
legal requirements.
7.
NO PROSPECTUS
7.1 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.
7.2 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 Stifel or any other person and none of the
Company or Stifel 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 Stifel, 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 Stifel 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.
8.
REGISTRATION AND SETTLEMENT
8.1 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").
8.2 The
Company will (or will procure its registrar or transfer agent to)
deliver the Placing Shares to CREST accounts operated by Stifel for
the Company and Stifel 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.
8.3 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 Stifel with funds sufficient to purchase
such securities prior to the Closing Date.
8.4 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.
8.5 It is
expected that settlement will take place on or about 4 December
2024 in CREST in accordance with the instructions set out in the
conditional trade confirmation.
8.6 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 Stifel's 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.
8.7 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 Stifel.
8.8 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.
8.9 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.
9.
REPRESENTATIONS AND WARRANTIES
9.1 Each
Purchaser and prospective Purchaser (and each person acting on its
behalf) represents, warrants, acknowledges and undertakes for the
benefit of the Company, Stifel and the respective officers,
directors, employees, agents and advisers of the Company and
Stifel, and any person acting on behalf of any of them (each a
"Beneficiary" and together
the "Beneficiaries") as
follows:
9.1.1
if it is a Purchaser in the United Kingdom it:
(a) is a
Qualified Investor as defined under the UK Prospectus Regulation;
and
(b) 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
(c)
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 FSMA;
9.1.2
if it is not in the United Kingdom but is acting for the account of
a Purchaser in the United Kingdom, that each of
paragraphs 9.1.1(a), 9.1.1(b) and 9.1.1(c) applies in respect of each such Purchaser;
9.1.3
if it is a Purchaser in a member state of the EEA it:
(a) is a
Qualified Investor as defined under the Prospectus Regulation;
and
(b)
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;
9.1.4
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
paragraphs 9.1.3(a) and 9.1.3(b) applies in respect of each such Purchaser;
9.1.5
it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person. 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 of
FSMA;
9.1.6
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;
9.1.7
it (and any account for which it is purchasing):
(a) is
outside the United States,
(b) is
acquiring the Placing Shares in an offshore transaction (as this
term is used in Regulation S), and
(c)
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;
9.1.8
time shall be of the essence as regards obligations pursuant to
this Appendix;
9.1.9
unless otherwise specifically agreed in writing with Stifel,
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;
9.1.10 the Placing
Shares have not been and will not be registered under the
securities legislation of the United States, Canada, Australia,
Japan, New Zealand or 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;
9.1.11 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;
9.1.12 if it is
acting as a "distributor"
(for the purposes of MiFID II Product Governance
Requirements):
(a) it
acknowledges that the product approval process has determined that
the Placing Shares are:
(i)
compatible with an end target market of:
(A) retail
investors,
(B) investors
who meet the criteria of professional clients; and
(C) eligible
counterparties (each as defined in MiFID II); and
(ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II, and that the product approval process
undertaken by Stifel (the "Target
Market Assessment") does not constitute:
(A) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or
(B) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares and each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels;
(b)
notwithstanding any Target Market Assessment undertaken by Stifel
it confirms that, other than where it is a providing an
execution-only service to investors, it has satisfied itself as to
the appropriate knowledge, experience, financial situation, risk
tolerance and objectives and needs of the investors to whom it
plans to distribute the Placing Shares and that is has considered
the compatibility of the risk/reward profile of such Placing Shares
with the end target market; and
(c) it
acknowledges 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;
9.1.13 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;
9.1.14 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;
9.1.15 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;
9.1.16 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 Stifel, on request, whether before or after the
Closing Date, with evidence of such compliance;
9.1.17 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 Stifel responsible for any misstatements in, or
omissions from, any publicly available information concerning the
Company;
9.1.18 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;
9.1.19 it shall
obtain its own advice regarding the tax consequences in any
jurisdiction of purchasing, owning or disposing of any Placing
Shares;
9.1.20 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;
9.1.21 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;
9.1.22 it
acknowledges that an investment in the Placing Shares involves a
degree of risk;
9.1.23 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;
9.1.24 it
acknowledges and agrees that it will accept the decisions and
actions of Stifel and/or the Company in respect of the Placing and
the acceptance of any Placing of Placing Shares does not oblige
Stifel 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;
9.1.25 it has been
independently advised as to any resale restrictions under
applicable securities laws in its own jurisdiction;
9.1.26 it
acknowledges and agrees that if Stifel 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 Stifel 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);
9.1.27 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;
9.1.28 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;
9.1.29 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;
9.1.30 the
exercise by Stifel of any right of termination or any right of
waiver exercisable by it contained in the Placing Agreement
including, without limitation, the right to terminate the Placing
Agreement, is within its absolute discretion and Stifel will not
have any liability to any Purchaser whatsoever in connection with
any decision to exercise or not exercise any such
rights;
9.1.31
if:
(a) any
of the conditions in the Placing Agreement are not satisfied (or,
where relevant, waived), or
(b) the
Placing 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;
9.1.32 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;
9.1.33 the
ordinary shares of ten pence (£0.10) 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;
9.1.34 none of
Stifel or the Company nor any of their respective 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 Stifel or the Company nor any of their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
9.1.35 the content
of this Announcement is exclusively the responsibility of the
Company and none of Stifel nor any person acting on its 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 Stifel and furnished
by Stifel 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 Stifel or the Company and neither Stifel nor 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;
9.1.36 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 Stifel 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;
9.1.37 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 FSMA (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 Stifel has not
received such satisfactory evidence, Stifel may, in its absolute
discretion, reject an application for Placing Shares in which event
all funds delivered by such Purchaser to Stifel (if any) will be
returned without interest to the account of the drawee bank from
which they were originally debited;
9.1.38 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 Stifel has given prior consent to such
proposed offer or resale;
9.1.39 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);
9.1.40 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;
9.1.41 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;
9.1.42 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
Stifel 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;
9.1.43 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 Stifel 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 Stifel in
respect of the same on the basis that the Placing Shares will be
allotted to the account of Stifel who will hold them as nominee on
behalf of such Purchaser until settlement in accordance with its
standing settlement instructions;
9.1.44 it will
indemnify on an after-tax basis and hold the Company and Stifel and
their respective affiliates, agents, directors, officers and
employees harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses (including any VAT
thereon)) 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,
Stifel 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;
9.1.45 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 Stifel. 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 Stifel 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 Stifel
accordingly;
9.1.46 no action
has been or will be taken by any of the Company, Stifel or any
person acting on behalf of the Company or Stifel 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;
9.1.47 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;
9.1.48 Stifel or
any of its affiliates may, at its absolute discretion, agree to
become a Purchaser in respect of some or all of the Placing
Shares;
9.1.49 when a
Purchaser or person acting on behalf of the Purchaser is dealing
with Stifel, any money held in an account with Stifel 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;
9.1.50 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 Stifel's money in accordance with
the client money rules and will be used by Stifel in the course of
its own business; and the Purchaser will rank only as a general
creditor of Stifel;
9.1.51 it
acknowledges that all times and dates in this Announcement may be
subject to amendment and Stifel shall notify the Purchasers and any
person acting on behalf of the Purchasers of any
changes;
9.1.52 that past
performance is no guide to future performance and persons needing
advice should consult an independent financial adviser;
9.1.53 all
obligations entered into by the Purchaser pursuant hereto with
Stifel are entered into with it as agent for the Company and are
therefore enforceable directly by the Company;
9.1.54 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;
9.1.55 it is not
presently acting in concert, as defined in the City Code on
Takeovers and Mergers, with any existing shareholder of the Company
or other Purchaser; and
9.1.56 it
irrevocably appoints any director of Stifel 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 Stifel 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.
10. 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.
11. 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 2
DEFINITIONS
The following definitions apply
throughout this Announcement (including the Appendices), unless the
context requires otherwise:
"Admission" means admission of the
Fundraising Shares to trading on AIM;
"AIM" means AIM, a market operated by
the London Stock Exchange;
"AIM Rules" means the AIM Rules for
Companies, as published by the London Stock Exchange from time to
time;
"Directors" or "Board" means the directors of the
Company from time to time;
"EEA" means The European Economic
Area;
"EUWA" means the European Union
(Withdrawal) Act 2018 (as amended);
"Fundraising Shares" means the Placing
Shares and the Subscription Shares;
"London Stock Exchange" means London
Stock Exchange plc;
"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;
"Ordinary Shares" means ordinary shares
of ten pence (£0.10) each in the capital of the Company;
"Placees" means the placees subscribing
for Placing Shares pursuant to the Placing;
"Placing" means the conditional placing
by Stifel, 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 Agreement;
"Placing Agreement" means the
conditional placing agreement dated 2 December 2024 between the
Company and Stifel;
"Placing Shares" means 3,340,689
new Ordinary Shares to be allotted pursuant to the Placing on the
terms of the Placing Agreement and this Announcement;
"Subscribers" means certain investors,
who have each subscribed for Subscription 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; and
"Subscription Shares" means 2,370,121
new Ordinary Shares to be allotted pursuant to the Subscription on
the terms of the Subscription Agreements.
APPENDIX 3
PDMR Dealing
Notifications
DEALING NOTIFICATION
FORM
FOR USE BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR CLOSELY ASSOCIATED
PERSONS