FinnAust Mining plc / EPIC: FAM / Market: AIM / Sector: Mining

8 December 2016

FinnAust Mining plc ('FinnAust' or the 'Company')

Placing to raise £8.5 million

 

FinnAust Mining plc, the AIM listed exploration and development company with projects in Greenland & Finland is pleased to announce that it has successfully raised £8.5 million from the issue of 76,428,572 new ordinary shares of 0.01 pence each in the capital of the Company ('New Placing Shares') and the placing of 45,000,000 existing ordinary shares of 0.01 pence each in the capital of the Company ('Existing Shares') at a placing price of 7 pence per share (together 'the Placing'). Both new and existing investors were procured by the Company's brokers SP Angel Corporate Finance LLP ('SP Angel') and Mirabaud Securities LLP ('Mirabaud') who were appointed as placing agents. The Placing was significantly over-subscribed. The Existing Shares were made available to investors by Western Areas Limited ('Western Areas'), the largest shareholder of FinnAust.

 

The gross proceeds of the issue of the New Placing Shares is £5.35 million. The net proceeds of the Placing attributable to the Company (being approximately £5.05 million after fees and expenses) will be used to accelerate the development of the Pituffik Titanium Project, the Company's flagship ilmenite project in Greenland. This will include a proof of concept bulk sample, completion of the Feasibility Study and completion of the exploitation application process in 2017. Other work programmes will include the finalisation of the Environmental Impact Assessment ('EIA'), the Social Impact Assessment ('SIA') as well as on-going detailed metallurgical and engineering work. Activity will also include the maiden resource statement for the Pituffik Titanium Project, which is expected in the first quarter of 2017.

 

The Pituffik Titanium Project has demonstrated the potential to be one of the highest mineral grade ilmenite projects in the world. With this in mind the Company's primary focus is on delivering a significant proof of concept bulk sample in 2017.  The Pituffik Titanium Project comprises three main target areas along more than 80km of coastline historically proven to contain large and high-grade accumulations of primary ilmenite, with mining in Greenland envisaged to be achieved via a low capex dredging operation. 

 

FinnAust's Managing Director, Roderick McIllree said, "This fundraising was well supported and I'm pleased to welcome new, strong institutional shareholders to the Company that share our vision. We are pleased with the progress made to date and remain confident of delivering our stated goals. With the maiden resource for the project due in the first quarter of 2017, we continue to be of the view that the Pituffik Titanium Project will soon be recognised as a globally significant ilmenite deposit both in terms of grade and tonnage.

 

"We would like to thank our major shareholder Western Areas for confirming their continued support to FinnAust whilst allowing the Company to bring on-board new institutional shareholders to deepen the share register, with limited dilution to existing shareholders at this formative stage."

 

Western Areas' (ASX ticker "WSA") Chief Executive Officer, Dan Lougher, commenting on the transaction said, "Western Areas is delighted with the progress Rod and his team at FinnAust have made in advancing Pituffik towards full commerciality. We have reduced our holding to 22.85% to accommodate the inclusion of some high calibre new shareholders. We also confirm our long term commitment to continue as a cornerstone investor in the Company as we look forward to the very positive future that the Pituffik asset presents."

 

Bluejay Consideration

 

Further to previous announcements by the Company, deferred consideration of 40,755,885 new ordinary shares of 0.01 pence each in the capital of the Company ('Deferred Consideration Shares') is payable to the vendors of Bluejay Mining Limited ('Bluejay') upon:

 

·    Bluejay being granted a mineral exploration permit over the offshore Pituffik project area; and

 

·    the issue of the Deferred Consideration Shares not triggering a mandatory offer pursuant to Rule 9 of the Takeover Code.

 

On 13 July 2016 the Company announced that it had been granted an extension of its existing licence to include all minerals within the shallow marine environment at the Pituffik project area ('Offshore Licence Grant'). As a result of the Offshore Licence Grant and the issue of the New Placing Shares, the Company was obligated to issue the Deferred Consideration Shares. Accordingly, the Deferred Consideration Shares were issued to the vendors of Bluejay on 8 December 2016.

 

Roderick McIllree and Gregory Kunzel, both Directors of FinnAust, are amongst the vendors of Bluejay. Further details concerning the issue of Deferred Consideration Shares to them is set out in the table below and at the end of this announcement:

 

Director	Interest in existing Ordinary Shares	Number of Deferred Consideration Shares issued	Interest in Ordinary Shares following the Placing and issue of Deferred Consideration Shares	Percentage interest in Ordinary Shares following the Placing and issue of Deferred Consideration Shares
Roderick McIllree	42,966,685	14,133,537	57,100,222	9.34%
Gregory Kuenzel	17,395,791	5,712,334	23,108,125	3.78%

 

Issue of Equity

 

The New Placing Shares and the Deferred Consideration Shares were issued by the Company on 8 December 2016 and rank pari passu with the existing ordinary shares of 0.01 pence each of the Company ('Ordinary Shares'). Application has been made for the New Placing Shares and the Deferred Consideration Shares to be admitted to trading on AIM ('Admission').  It is expected that Admission will become effective and dealings in the new Ordinary Shares will commence on or around 14 December 2016.

 

Grant of warrants

 

FinnAust has today granted warrants over 2,165,357 new Ordinary Shares to its broker SP Angel and warrants over 2,165,357 new Ordinary Shares to its placing agent Mirabaud as part of the consideration due to them for services rendered in connection with the Placing. The warrants are exercisable at a price of 7 pence for a period of five years from the date of Admission.

 

Voting Rights

 

Following the issue of the New Placing Shares and Deferred Consideration Shares described above, the issued share capital of the Company consists of 606,585,261 Ordinary Shares. No shares are held in treasury at the date of this announcement. The total current voting rights in the Company are therefore 606,585,261.

 

The above total current voting rights number is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company.

 

Holding in Company

 

Following the sale of the Existing Shares, Western Areas is now interested in a total of  138,611,112 Ordinary Shares which represents approximately 22.85 per cent. of the issued share capital of the Company as enlarged by the New Placing Shares and the Deferred Consideration Shares.

 

Market Abuse Regulation (MAR) Disclosure

 

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

 

For further information please visit www.finnaust.com or contact:

 

Roderick McIllree	FinnAust Mining plc	+44 (0) 20 7907 9326
Graham Marshall	FinnAust Mining plc	+44 (0) 20 7907 9326
Ewan Leggat	SP Angel Corporate Finance LLP (Nominated Adviser, Broker and Placing Agent)	+44 (0) 20 3470 0470
Laura Harrison	SP Angel Corporate Finance LLP	+44 (0) 20 3470 0470
Elisabeth Cowell	St Brides Partners Ltd	+44 (0) 20 7236 1177
Charlotte Page	St Brides Partners Ltd	+44 (0) 20 7236 1177
Rory Scott	Mirabaud Securities Limited (Placing Agent)	+44 (0) 20 7878 3360

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Roderick McIllree
2.	Reason for the notification
a)	Position/status:	Managing Director
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	FinnAust Mining plc
b)	LEI:
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of 0.01 pence each. GB00BFD3VF20
b)	Nature of the transaction:	Issue of new ordinary shares as deferred consideration for the sale of assets
c)	Price(s) and volume(s):	Price(s) Volume(s) 7 pence 14,133,537
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above Price(s) Volume(s) 7 pence 14,133,537
e)	Date of the transaction:	2016-12-08 15:30hrs UTC
f)	Place of the transaction:	Outside a trading venue

 

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Gregory Kuenzel
2.	Reason for the notification
a)	Position/status:	Non-executive Director
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	FinnAust Mining plc
b)	LEI:
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of 0.01 pence each.  GB00BFD3VF20
b)	Nature of the transaction:	Issue of new ordinary shares as deferred consideration for the sale of assets
c)	Price(s) and volume(s):	Price(s) Volume(s) 7 pence 5,712,334
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above Price(s) Volume(s) 7 pence 5,712,334
e)	Date of the transaction:	2016-12-08 15:30hrs UTC
f)	Place of the transaction:	Outside a trading venue

 

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Garth Palmer
2.	Reason for the notification
a)	Position/status:	Company Secretary
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	FinnAust Mining plc
b)	LEI:
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of 0.01 pence each. GB00BFD3VF20
b)	Nature of the transaction:	Issue of new ordinary shares as deferred consideration for the sale of assets
c)	Price(s) and volume(s):	Price(s) Volume(s) 7 pence 2,460,830
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above Price(s) Volume(s) 7 pence 2,460,830
e)	Date of the transaction:	2016-12-08 15:30hrs UTC
f)	Place of the transaction:	Outside a trading venue

 

Appendix - Terms and Conditions of the Placing for Contract Notes

 

 

IMPORTANT INFORMATION FOR PLACEES OF MIRABAUD ONLY REGARDING THE PLACING.

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY, SP ANGEL AND MIRABAUD TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

 

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

 

Persons (including individuals, funds or otherwise) who have chosen to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix.

 

In this Appendix, unless the context otherwise requires:

 

"Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given to Mirabaud. In particular, each such Placee represents, warrants and acknowledges that:

 

1.     it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.     in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Mirabaud and SP Angel has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

3.     (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States, unless in the case of this clause (ii), acting with investment discretion for such person or, if such person is a corporation or partnership, the person agreeing to purchase the Placing Shares is an employee of such person authorised to make such purchase; (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S; (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act; or (d) it is a "qualified institutional buyer" (a "QIB") (as defined in Rule 144A under the Securities Act) and it has duly executed an investor letter in a form provided to it and delivered the same to Mirabaud or its affiliates;

4.     it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement; and

5.     it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.

The Company and Mirabaud will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements;

"Placing Price" means 7 pence per Placing Share; and

"Placing Shares" means 121,428,572 Ordinary Shares of 0.01 pence each (together the 76,428,572 New Placing Shares and the 45,000,000 Existing Shares).

1.1.1            Details of the Placing

Mirabaud and SP Angel have entered into an agreement with FinnAust (the "Placing Agreement") under which, subject to the conditions set out in that agreement, each of SP Angel and Mirabaud will agree to use its respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price with certain institutional and other investors.

 

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects.

 

The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid following Admission.

 

1.1.2            Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares ("Admission") to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 14 December 2016.

 

1.1.3            Participation in, and principal terms of, the Placing

Each of SP Angel and Mirabaud is arranging the Placing as agent for and on behalf of the Company. Participation in the Placing will only be available to Placees who may lawfully be, and are, invited to participate by Mirabaud or SP Angel.

 

 

SP Angel and Mirabaud will determine in their absolute discretion following consultation with the Company the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee and this will be confirmed in writing by SP Angel and orally by Mirabaud as agents of the Company ("Confirmation"). No element of the Placing will be underwritten. Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such oral confirmation) and in accordance with the Company's articles of association. For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Placing Shares to be subscribed for by that Placee regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s).

 

Mirabaud reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. Mirabaud also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

 

Each Placee will be required to pay to Mirabaud, on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to Mirabaud and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Mirabaud, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for. Each Placee will be deemed to have read and understood the Appendix in their entirety, to the participating in the Placing upon the terms and conditions contained in the Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in the Appendix. To the fullest extent permitted by law and applicable Financial Conduct Authority ("FCA") rules (the "FCA Rules"), neither (i) Mirabaud, (ii) any of its respective directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any person connected with Mirabaud as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.

 

Irrespective of the time at which a Placee's participation in 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'.

 

Completion of the Placing will be subject to the fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing Agreement'. In the event that the Placing Agreement is not entered into or does not otherwise become unconditional in any respect or, after having been entered into, is terminated, the Placing will not proceed and all funds delivered by the Placee to Mirabaud in respect of the Placee's participation will be returned to the Placee at the Placee's risk without interest.

 

By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not otherwise be capable of rescission or termination by the Placee.

 

By participating in the Placing, each Placee is deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix.

 

To the fullest extent permissible by law, neither the Company, SP Angel, Mirabaud nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise).

 

Conditions of the Placing

The obligations of SP Angel and Mirabaud under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:

(a)     the Company having complied with its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission); and

(b)     Admission having occurred not later than 8.00 a.m. 14 December 2016 or such later date as the Company, SP Angel and Mirabaud may agree, but in any event not later than 8.00 a.m. on 21 December 2016.

 

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by SP Angel and Mirabaud by the respective time or date where specified, (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

 

Each of SP Angel and Mirabaud, at its discretion and upon such terms as it thinks fit, may waive 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. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

 

None of SP Angel, Mirabaud, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of SP Angel and Mirabaud

 

1.1.4            Termination of the Placing Agreement

Each of SP Angel and Mirabaud is entitled (but after, where practicable, having consulted with the Company) at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:

(a)    the Company fails, in any material respect, to comply with any of its obligations under the Placing Agreement; or

(b)    it comes to the notice of SP Angel or Mirabaud that any statement contained in the investor presentation (the "Presentation") issued in connection with the Placing or this announcement was untrue, incorrect or misleading at the date of such Presentation or this announcement or has become untrue, incorrect or misleading in each case in any respect which SP Angel and Mirabaud (acting reasonably) considers to be material in the context of the Placing or that any matter which SP Angel or Mirabaud considers to be material in the context of the Placing has arisen which would, if the Placing were made at that time, constitute a material omission therefrom; or

(c)     any of the warranties given by the Company in the Placing Agreement has ceased to be true and accurate in any respect which SP Angel and Mirabaud (acting reasonably) considers to be material in the context of the Placing by reference to the facts subsisting at the time when notice to terminate is given; or

(d)    there happens, develops or comes into effect: i) a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom; or ii) the outbreak or escalation of hostilities or acts of terrorism involving the United Kingdom or any other relevant jurisdiction the laws or regulations of which apply to a member of the Group or the Group's assets ("Relevant Jurisdiction") or the declaration by the United Kingdom or any other Relevant Jurisdiction of a national emergency or war or any other occurrence of any kind which in any such case (by itself or together with any other such occurrence) in the reasonable opinion of SP Angel and Mirabaud is likely to materially and adversely affect the market's position or prospects of the Group taken as a whole; or iii) any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in the reasonable opinion of SP Angel and Mirabaud is materially adverse.

 

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

 

By participating in the Placing, Placees agree that the exercise by SP Angel or Mirabaud of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of SP Angel or Mirabaud and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

 

1.1.5            No prospectus

No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including the Appendix) released by the Company today, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

 

Each Placee, by accepting a participation in the Placing, agrees that the content of  this Announcement (including the 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, SP Angel, Mirabaud or any other person and none of Mirabaud nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

1.1.6            Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the opinion of Mirabaud, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

 

Participation in the Placing is only available to persons who are invited to participate in it by Mirabaud.

 

A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally with Mirabaud. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in the Appendix and subject to the Company's Articles of Association.

 

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with Mirabaud, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Mirabaud and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Mirabaud.

 

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Mirabaud. Settlement should be through Mirabaud against CREST ID: 834, account designation: CLEARING.   For the avoidance of doubt, Placing allocations will be booked with a trade date of 8 December 2016 and settlement date of 14 December 2016.

 

The Company will deliver the Placing Shares to the CREST account operated by Mirabaud as agent for the Company and Mirabaud will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

 

It is expected that settlement will take place on 14 December 2016, on a delivery versus payment basis.

 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Mirabaud.

 

Each Placee 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 Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

 

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

1.1.7            Representations and warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) the following:

 

That it:

 

1.      represents and warrants that it has read this Announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2.      acknowledges that it has received this Announcement solely for its use and has not redistributed or duplicated it;

 

3.      acknowledges and agrees that no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;

 

4.      acknowledges that its participation in the Placing shall also be subject to the provisions of the Placing Agreement and the memorandum and articles of association of the Company in force both before and immediately after Admission;

 

5.      acknowledges that the ordinary shares in the capital of the Company are 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 (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

 

6.      acknowledges that neither Mirabaud, nor the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Mirabaud, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

 

7.      acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Mirabaud, 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 and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, 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 Mirabaud or the Company or their respective affiliates and neither Mirabaud nor the Company nor their respective affiliates will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

 

8.      represents and warrants that it has neither received nor relied on any inside information (as defined in section 118C of the Financial Services and Markets Act 2000, as amended ("FSMA")) concerning the Company in accepting this invitation to participate in the Placing;

 

9.      acknowledges that neither Mirabaud nor any person acting on its behalf nor any of their respective affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

 

10.    represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA (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;

 

11.    if a financial intermediary, as that term is used in Article 3(2) of EU Directive 2003/71/EC (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of Mirabaud has been given to the proposed offer or resale;

 

12.    represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");

 

13.    represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (Directive 2003/71/EC) (including any relevant implementing measure in any member state);

 

14.    represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

 

15.    represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

 

16.    represents and warrants that it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or is a person to whom this Announcement may otherwise be lawfully communicated;

 

17.    acknowledges that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and represents and agrees that it is such a qualified investor;

 

18.    represents and warrants that it and any person acting on its behalf is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations, and that its subscription of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise.

 

19.    acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Canadian, Japanese, Australian, South African or Irish securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Canada, Japan, Australia, the Republic of South Africa or the Republic of Ireland or their respective territories and possessions, except subject to limited exemptions;

 

20.    warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Mirabaud, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing;

 

21.    acknowledges and agrees that its purchase of Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;

 

22.    undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Mirabaud may in its discretion determine and without liability to such Placee;

 

23.    acknowledges that neither Mirabaud nor any of its affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Mirabaud for the purposes of the Placing and that Mirabaud has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

 

24.    undertakes that the person whom it specifies for registration as holder of the DIs will be (i) itself or (ii) its nominee, as the case may be. Neither Mirabaud nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Mirabaud in respect of the same on the basis that the DIs will be allotted to the CREST stock account of Mirabaud who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

 

25.    acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Mirabaud in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

 

26.    acknowledges that Mirabaud and its affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Mirabaud to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

 

27.    agrees to indemnify on an after tax basis and hold the Company and Mirabaud and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in the Appendix and further agrees that the provisions of the Appendix shall survive after completion of the Placing;

 

28.    represents and warrants that it will acquire any Placing Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

 

29.    acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the relevant contract notes will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and Mirabaud. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to 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 a warranty from each  Placee, 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 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 Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and none of the Company, nor Mirabaud nor UBS shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Mirabaud accordingly;

 

30.    understands that no action has been or will be taken by any of the Company, Mirabaud or any person acting on behalf of the Company or Mirabaud that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

 

31.    in making any decision to subscribe for the Placing Shares, confirms that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

 

32.    represents and warrants that it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the Placing Shares; and (d) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Mirabaud;

 

33.    understands and agrees that it may not rely on any investigation that Mirabaud or any person acting on its behalf may or may not have conducted with respect to the Company, or the Placing and Mirabaud has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by Mirabaud or the Company for the purposes of this Placing;

 

34.    accordingly it acknowledges and agrees that it will not hold Mirabaud or any of its affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") and that neither Mirabaud nor any person acting on behalf of Mirabaud makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information; and

 

35.    if the Placing Shares were offered to it in the United States, represents and warrants that in making its investment decision, (i) it has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally and the US Employee Retirement Income Security Act of 1974, the US Investment Company Act of 1940 and the Securities Act, (ii) it has received all information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares that it believes is necessary or appropriate in order to make an investment decision in respect of the Company and the Placing Shares, (iii) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and no US federal or state or non-US agency has made any finding or determination as to the fairness for investment or any recommendation or endorsement of the Placing Shares, and (iv) it is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;

36.    understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority  of any state or other jurisdiction of the United States, and accordingly, may not be offered or sold or otherwise transferred in the United States except pursuant to a registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and, in connection with any such transfer, the Company shall be provided, as a condition to transfer, with a legal opinion of counsel, in form and by counsel reasonably satisfactory to the Company, that no such Securities Act registration is or will be required and with appropriate certifications by the transferee as to appropriate matters.

 

37.    it is not a Plan (which term includes (a) employee benefit plans that are subject to Section 406 of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the "Code"), (b) plans, individual retirement accounts and other arrangements that are subject to provisions under applicable US federal, state, local or other laws or regulations that are substantially similar to Section 406 of the ERISA or Section 4975 of the Code ("Similar Laws") and (c) entities the underlying assets of which are considered to include "plan assets" of such plans, accounts and arrangements) and are not purchasing the Placing Shares on behalf of, or with the "plan assets" of, any Plan.

 

38.    it acknowledges and agrees that they have read and understood the following regarding the Company's status as a passive foreign investment company ("PFIC") for US federal income tax purposes:

The Company may be considered a PFIC for US federal income tax purposes. If this is the case, any investor in the Company's Ordinary Shares deemed to be a "US holder" for US federal income tax purposes could be subject to material adverse US federal income tax consequences. Consequently, each such investor should consult its own tax advisor regarding the Company's possible PFIC status.

 

39.    if Placees are purchasing the Placing Shares outside the United States, each Placee (and any person acting on such Placee's behalf) agrees, represents and warrants as follows:

 

a.   it is aware that the Placing Shares are being offered outside the United States in reliance on Regulation S promulgated under the Securities Act;

b.   it is, at the time of the offer and acceptance of the Placing Shares, outside the United States for the purposes of Regulation S; and

 

c.    it did not purchase or otherwise acquire the Placing Shares based on or due to directed selling efforts (as defined in Rule 902 under the Securities Act), including based on an advertisement in a publication with a general circulation in the United States, nor has it seen or been aware of any activity that, to its knowledge, constitutes directed selling efforts in the United States.

 

40.    for Placees that are located in the United States, each such Placee (and any person acting on such Placee's behalf) agrees, represents and warrants as follows:

 

a.   it is "qualified institutional buyer" (a "QIB"), as defined in Rule 144A under the Securities Act, and (i) if acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a QIB, the Placee has full investment discretion with respect to each account, and has full power and authority to make the acknowledgements, representations and agreements contained herein on behalf of each owner of such account; and (ii) is acquiring the Placing Shares for its own account, or for the account of a QIB for which it has full investment discretion, in each case for investment purposes and not with a view to, or for offer or sale in connection with, any distribution (within the meaning of the United States securities laws) of such Placing Shares;

 

b.   it agrees that the Company may require a certification from it in support of any transfer, in form and substance satisfactory to the Company, and agrees that the Company, the registrar, CREST or any transfer agent may reasonably require additional evidence or documentation supporting compliance with applicable securities laws, and prior to any sale or transfer, the Company may require the delivery of such certifications, notifications, agreements and warranties and legal opinions of duly qualified counsel as it may reasonably require to confirm that the proposed sale or other transfer complies with the foregoing restrictions;

 

c.    it acknowledges that the Company reserves the right to make inquiries of any holder of the Placing Shares or interests therein at any time as to such person's status under US securities laws, and to require any such person that has not satisfied the Company that such person is holding appropriately under US securities laws to transfer such Placing Shares or interests therein immediately to the Company;

 

d.   it is purchasing the Placing Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Placing Shares in any manner that would violate the Securities Act or otherwise cause the Company's assets to become subject to ERISA;

 

e.   it understands and acknowledges that neither the Company nor any of its respective affiliates, makes any representation as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

 

f.    it agrees that the Placing Shares are "restricted securities" for US securities law purposes which may not be deposited into any unrestricted depositary facility established or maintained by a deposited bank. As such, it agrees not to offer or sell the Placing Shares to any person other than in compliance with the following restrictions which apply to all its Placing Shares and which shall be affixed in the form of a legend to any certificates of Placing Shares:

 

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ITS PREDECESSOR) HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,  PLEDGED, HEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT (AND IS NOT ACTING IN A PREARRANGED TRANSACTION RESULTING IN THE RESALE OF THESE SECURITIES INTO THE UNITED STATES); (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT; (C) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT, IN THE CASES OF CLAUSES (A), (B) AND (C), TO THE RIGHT OF THE ISSUER TO OBTAIN, IF THE ISSUER SO REQUESTS, AN OPINION, IN FORM AND SUBSTANCE AND FROM COUNSEL SATISFACTORY TO THE ISSUER AT THE EXPENSE OF THE HOLDER OF THIS CERTIFICATE, WHICH PROVIDES THAT SUCH OFFER, SALE, PLEDGE, HEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

EXCEPT AS OTHERWISE DETERMINED BY THE ISSUER, THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ITS PREDECESSOR) MAY NOT BE DEMATERIALISED INTO CREST OR ANY OTHER PAPERLESS SYSTEM UNLESS THE PARTY REQUESTING SUCH DEMATERIALISATION FIRST OBTAINS A LETTER FROM THE TRANSFERREE STATING THAT SUCH TRANSFERREE IS NOT ACTING IN A PREARRANGED TRANSACTION RESULTING IN THE RESALE OF THESE SECURITIES INTO THE UNITED STATES OR MAKES SUCH OTHER REPRESENTATIONS REQUESTED BY THE ISSUER."

 

The Placee agrees, on its own behalf and on behalf of any accounts for which the Placee is acting, that if the Placee should offer, resell, pledge or otherwise transfer any Placing Shares, it will do so only (i) in an offshore transaction meeting the requirements of Rule 903 or 904 of Regulation S under the Securities Act (and not in a prearranged transaction resulting in the resale of such Placing Shares into the US), (ii) in a transaction meeting the requirements of Rule 144 under the Securities Act, (iii) in accordance with another exemption from the registration requirements of the Securities Act, or (iv) pursuant to an effective registration statement under the Securities Act, provided that the Placee notify the Company of such proposed transaction and that the Placee intends to make such sale in accordance with the terms of this paragraph, and that, such offer, resale, pledge or transfer must, and will, be made in accordance with any applicable securities laws of any US state or other jurisdiction of the US. The Placee understands and acknowledges that any offer, resale, pledge or transfer made other than in compliance with the restrictions contained in this paragraph may not be recognised by the Company;

 

g.   the Placing Shares shall only be eligible for settlement through CREST if approved by the Company and if requested by the Company, the purchaser provides a signed letter addressed to the Company, containing certain representations regarding compliance with United States securities laws;

 

h.   it has not purchased the Placing Shares as a result of "general solicitation" or "general advertising" (within the meaning of Rule 502(c) under the Securities Act), including advertisements, articles, research reports, notices or other communications published  in any newspaper, magazine, on  a website or in or on any similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

 

i.    it will inform each purchaser who purchases the Placing Shares from it of the transfer restrictions stated herein and that if in the future such purchaser of Placing Shares decides to offer, resell, pledge, or otherwise transfer such Placing Shares, any offer, resale or transfer must be made in compliance with the Securities Act.

 

The foregoing representations, warranties and confirmations are given for the benefit of the Company and Mirabaud.

 

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the 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.

 

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Mirabaud or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

 

When a Placee or person acting on behalf of the Placee is dealing with Mirabaud, any money held in an account with Mirabaud on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Mirabaud money in accordance with the client money rules and will be used by Mirabaud in the course of its own business; and the Placee will rank only as a general creditor of Mirabaud.

 

All times and dates in this Announcement may be subject to amendment. Mirabaud shall notify the Placees and any person acting on behalf of the Placees of any changes.

 

Past performance is not a guide to future performance and persons needing advice should consult an independent financial adviser.