THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE
Chariot Limited
("Chariot", the "Company" or the "Group")
19 July 2024
Proposed Placing and Subscription to raise approximately US$6 million (£4.6 million)
and Open Offer to raise up to US$2 million (£1.5 million)
Chariot (AIM: CHAR), the
The Placing will be conducted in accordance with the terms and conditions set out in Appendix 2 to this announcement (this "Announcement") by way of an accelerated bookbuild ("Bookbuild" or "ABB") at the Issue Price which will be launched immediately following this Announcement. The timing of the closing of the Bookbuild and the allocations are at the absolute discretion of Cavendish Capital Markets Limited and Stifel Nicolaus Europe Limited (together, the "Joint Bookrunners") and the Company. The results of the Placing and Subscription will be announced as soon as practicable after the close of the Bookbuild. The Placing is not being underwritten.
As part of the Fundraising, the Company proposes to raise up to
Highlights:
· The net proceeds of the Fundraising will be used as follows in order to:
o Strengthen the balance sheet to continue to progress and deliver value from Chariot's portfolio of projects
o Secure a material new venture opportunity with multi-billion barrel potential
o Progress onshore gas commercialisation plans in
· As well as securing the new venture opportunity, other key near term catalysts include the offshore drilling and testing of the Anchois-East well in partnership with Energean which is expected to commence mid-August 2024 with the objective to unlock a final investment decision ("FID") on the development, and a flow test on the gas discovery in the onshore Loukos licence, also planned for Q3 2024.
· As part of the Subscription, certain Directors and senior managers of the Company intend to subscribe for New Ordinary Shares for approximately
· Open Offer on the basis of 1 Open Offer Share for every 46 Existing Ordinary Shares held1.
· Following the close of the Bookbuild, the Company expects to send the Circular, containing a notice of General Meeting, on or about 24 July 2024. Full details of the Open Offer, a proxy form and (where applicable) an Open Offer application form will also be included within, or sent with, the Circular.
1 In the event that the rate of British Pounds Sterling to United States Dollars fluctuates significantly before the date of the Circular, the number of Open Offer Shares issued may change.
Commenting on the Fundraising, Adonis Pouroulis, CEO of Chariot, said:
"Chariot has a number of key catalysts coming up over the next few months that have the potential to transform the growth profile of the business. The next step for our offshore acreage is the drilling and testing of the Anchois-East well offshore
Concurrently, we are progressing with the financing of our Transitional Power division which would provide a direct look-through valuation for this business and importantly unlocks large-scale renewable projects in
Beyond our existing portfolio, following the successful deal with Energean, the Chariot team have been evaluating a number of material new venture opportunities. We have identified a priority target which if successfully secured, would bring material scale to our portfolio and we look forward to providing updates on these developments as soon as we are able to."
The New Ordinary Shares issued pursuant to the Fundraising will be issued as fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares from their admission to trading on AIM.
The Fundraising is conditional, inter alia, upon the passing of the Resolutions (as defined below) at the General Meeting, on admission of the New Ordinary Shares to trading on AIM becoming effective and the Placing and Open Offer Agreement not being terminated in accordance with its terms. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, neither the Placing, the Subscription nor the Open Offer will proceed.
Assuming the Open Offer is allocated in full and
Appendix 1 and Appendix 2 form part of this Announcement. A timetable of principal events is set out in Appendix 1. Capitalised terms have the meaning set out in Appendix 3 to this Announcement.
Enquiries:
|
Chariot Limited Adonis Pouroulis, CEO Julian Maurice-Williams, CFO |
+44 (0)20 7318 0450
|
|
Cavendish Capital Markets Limited (Nomad and Joint Bookrunner) Derrick Lee, Adam Rae (Corporate Finance) Leif Powis (ECM)
Stifel Nicolaus Europe Limited (Joint Bookrunner) Callum Stewart, Ashton Clanfield, Jason Grossman |
+44 (0)20 7397 8900
+44 (0) 20 7710 7760 |
|
Celicourt Communications (Financial PR) Mark Antelme, Jimmy Lea
|
+44 (0)20 7770 6424 |
NOTES FOR EDITORS:
About Chariot
Chariot is an
Chariot Transitional Gas is focused on high value, low risk gas development projects in
Chariot Transitional Power is focused on providing competitive, sustainable and reliable energy and water solutions across the continent through building, generating and trading renewable power.
Chariot Green Hydrogen is partnering with TEH2 (80% owned by TotalEnergies, 20% by the EREN Group) and the Government of
The ordinary shares of Chariot Limited are admitted to trading on AIM under the symbol 'CHAR'.
Background to and Reasons for the Fundraising
Chariot is an
Transitional Gas
Within this pillar, Chariot is focused on the growth and commercialisation of low-risk gas plays in
Chariot has a significant footprint in
Lixus and Rissana Offshore licences (Energean, Operator, 45% in Lixus and 37.5% in Rissana, Chariot 30% and 37.5% respectively, ONHYM 25% stake):
The Anchois Gas Development Project
Following the successful drilling of the Anchois-2 well in 2022, Chariot materially increased the total recoverable resource potential (combination of 2C and 2U contingent and prospective resources) of the field to 1.4 Tcf, completed an initial Front End Engineering and Design development plan, EIA approval and secured a highly experienced partner to progress the development of what is
Having undertaken a competitive partnering process on its Moroccan offshore acreage last year, Chariot announced the partnership with Energean on the Lixus and Rissana licences in December 2023. Energean is a FTSE-250 company with a strong track record in delivering similar offshore developments and they acquired operatorship in April 2024 having received all the requisite Moroccan approvals. The Chariot and Energean teams have been working closely together on well planning and the partnership is very much aligned in its strategy and focus to look to upscale the project from day one to monetise and generate cashflows as quickly as possible.
A drilling and testing campaign is scheduled to commence in mid-August 2024. The Anchois-East well will be a multi-objective well, encompassing an appraisal of the discovered sands of the field, exploring deeper targets and also carrying out a flow test on the main gas bearing sands. This well will be suspended for use as a potential future producer and an optional second well is also possible in Q4 2024. The overriding objective is to deliver a larger development and work is already underway around expanding elements of the original FEED that Chariot completed in 2023 whilst also progressing gas commercialisation agreements. It is of note that a larger development would result in a material increase in value but additional initial capex requirements would be relatively small.
The subsea-to-shore development as planned includes three initial producer wells, the existing Anchois-2 well, including the upcoming Anchois-East well and potentially the optional second well so the work in this upcoming campaign will significantly contribute to the first phase of the overall development scheme.
Subject to a successful drilling outcome, the partnership is looking to reach a final investment decision ("FID") as quickly as possible, for which a further
Surrounding Anchois, Chariot has identified an attractive portfolio of follow-on targets, which can be tied back directly into the development. Further exploration is also planned in the Rissana licence where giant plays have been mapped, with multi-Tcf potential locked up in deeper exploration targets that will be the focus of future seismic acquisition.
Loukos Onshore Licence (Chariot, Operator, 75%, ONYHM, 25%)
Chariot was awarded the Loukos Onshore licence, directly adjacent to Chariot's offshore acreage, in July 2023. The team planned and successfully executed a two well drilling campaign within 10 months of licence award, completing this safely, efficiently, on time and on budget in May 2024. The first well of this campaign was the RKZ-1 well located on the Gaufrette prospect. The main target was found on prognosis with thick intervals of reservoir exceeding pre-drill expectations as well as multiple gas shows. The reservoir was mainly water bearing however, likely due to a prospect specific trap failure, so this well was deemed subeconomic.
The second target, the OBA-1 well which was drilled on the Dartois prospect, was confirmed as a gas discovery. This targeted a different reservoir system and trapping style and reported reservoir sands over a 200m interval with 70m containing elevated resistivities and potential pays. A flow test is now being planned for Q3 2024. Post well analysis is underway, integrating the drilling data along with recently reprocessed 2D and 3D seismic and information from previous discoveries on block. This rich data set, along with the flow test, will all be incorporated to further understand the future exploration potential of this area and forward work programme.
Future Gas Commercialisation
Chariot recently announced a gas commercialisation Heads of Terms agreement with Vivo Energy which provides a direct route for offtake and the opportunity to rapidly commercialise future production from Loukos. This agreement also sets out the steps of building out a midstream partnership, providing both parties exposure to an additional income stream.
Vivo Energy is a market-leading, pan-African retailer and distributor of high-quality fuels and lubricants with a long-standing presence in
The Moroccan Gas Market
With its Moroccan licences, Chariot is perfectly positioned to supply directly into a gas hungry energy market. Gas could be delivered from the offshore directly into domestic power stations via the existing GME infrastructure which is about 40km from the planned processing facility, as well as delivery to industry from Chariot's onshore licence, initially via a virtual pipeline trucking Compressed Natural Gas directly to industrial customers.
New Venture
The Company intends to try to secure a new multi-billion barrel opportunity in licences adjacent to recent giant discoveries in
Transitional Power
Chariot Transitional Power is looking to provide competitive, sustainable, power and reliable water solutions within
Electricity Trading Licence
Chariot now holds a 49% interest in Etana Energy (Pty) Limited ("Etana") which has become a prominent part of the Transitional Power business. Etana is developing an electricity trading business in
Power to Mining and Water Projects
Within the power to mining project portfolio, Chariot is focused on providing on site, lower carbon energy solutions to remote mine sites and is working across a pipeline totalling 515MW of generation assets in conjunction with their clients and Total Energies. Operations in
Update on Financing and Strategic Review
Management has been looking to secure financing for this division at the subsidiary level to enable its ongoing growth and development of the division with a recent focus on funding around the Etana Energy trading licence and large-scale wind and solar generation assets in
Other assets within the division that have a longer-term capital need will also be financed at the subsidiary level in due course.
Green Hydrogen
Within its Green Hydrogen pillar, Chariot is building a portfolio of projects that balance a mix of term production opportunities with long term scalability. The flagship project, Project Nour, is the giga-scale project in
Project Nour spans two onshore areas totalling approximately 5,000km2 in northern
In
Use of Proceeds
The Company is proposing to use the net proceeds of the Fundraising as follows:
|
Strengthen the balance sheet to continue to progress and deliver value from Chariot's portfolio of projects |
US$2 million ( |
|
Secure a material new venture opportunity with multi-billion barrel potential Progress onshore gas commercialisation plans in |
|
|
Total |
US$6 million |
Any funds raised though the Open Offer will be used to supplement the Group's working capital. As at 30 June 2024, the unaudited cash balance of the Company was US$3.5 million.
IMPORTANT NOTICES
This Announcement contains forward-looking statements. These statements relate to the Group's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "potential", "estimate", "expect", "may", "will" or the negative of such terms and phrases, variations or comparable expressions, including references to assumptions. The forward-looking statements in this Announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this Announcement. No statement in this Announcement is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Company undertake any obligation to update forward-looking statements other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.
No offer document or prospectus has been, or will be, delivered to the Financial Conduct Authority in relation to the Fundraising.
This Announcement, including the information contained herein, is for information purposes only, is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, underwrite, sell or issue or the solicitation of an offer to purchase or subscribe for, sell, acquire or dispose of the New Ordinary Shares or any other security in
This announcement is not for publication or distribution, directly or indirectly, in or into
Cavendish, which is authorised and regulated in the
Stifel, which is authorised and regulated in the
The price of the Ordinary Shares may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.
Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
The Company prepares its financial statements in US dollars and therefore certain figures relating to the Fundraising have been expressed in US dollars. Where appropriate, these figures have been converted into pounds sterling for information purposes only using the following exchange rate:
Pounds sterling to US dollars - 1.2920
Details of the Placing
The Bookbuild process for the Placing will open with immediate effect. The Placing is subject to the terms and conditions set out in Appendix 2 (which forms part of this Announcement). The timing of the closing of the Bookbuild is at the discretion of the Joint Bookrunners. The Joint Bookrunners and the Company reserve the right to increase the amount to be raised pursuant to the Placing, in their absolute discretion. The closing of the Bookbuild and the final number of shares to be issued pursuant to the Placing will be announced as soon as practicable after the close of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.
The Placing is subject to the conditions and termination rights set out in the Placing and Open Offer Agreement between the Company and the Joint Bookrunners. Further details of the Placing and Open Offer Agreement can be found in the terms and conditions of the Placing contained in Appendix 2 to this Announcement. The Placing is not being underwritten by any party.
The Placing is conditional on, inter alia, the approval of Shareholders at the General Meeting, admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective and the Placing and Open Offer Agreement not being terminated in accordance with its terms.
Details of the Subscription
Adonis Pouroulis, Andrew Hockey, George Canjar, Julian Maurice-Williams and Duncan Wallace the "Participating Directors") have indicated their intention to invest approximately
As well as the Directors listed above, certain other investors have indicated their intention to subscribe for New Ordinary Shares pursuant to the Subscription at the Issue Price. Any Subscription would be conditional on the Placing becoming unconditional in all respects, including admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective and the Placing and Open Offer Agreement not being terminated in accordance with its terms. Any Subscription will be announced with the closing of the Bookbuild.
Details of the Open Offer
Subject to the successful closing of the Bookbuild, the Company is further proposing to raise up to
Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which Qualifying Shareholders do not apply for will not be sold in the market for the benefit of Qualifying Shareholders who do not apply for Open Offer Shares. The Open Offer application form is not a document of title and cannot be traded or otherwise transferred.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price pro rata to their holdings of Ordinary Shares on the Record Date on the basis of:
1 Open Offer Share for every 46 Existing Ordinary Shares held
Subject to availability, the Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares up to the maximum number of Open Offer Shares available less their Open Offer Entitlement, subject to availability.
Applicants can apply for less or more than their entitlements under the Open Offer, but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied, as this will depend, in part, on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Open Offer is conditional on admission of the Open Offer Shares to trading on AIM becoming effective and the Placing and Subscription having become unconditional.
Overseas Shareholders
The Open Offer Shares have not been and are not intended to be registered or qualified for sale in any jurisdiction other than the
The Open Offer Shares are being offered only outside
Notwithstanding the foregoing and any other provision of the Circular or the Open Offer application form, the Company reserves the right to permit any Qualifying Shareholder to apply for Open Offer Shares if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.
If a Qualifying Shareholder does not wish to apply for Open Offer Shares, he should not complete or return the Open Offer application form or send a USE message through CREST. In addition to dilution as a result of the Placing and Subscription and any other Ordinary Shares issued in connection with the Placing or Subscription, Shareholders who do not take up their full entitlement of Open Offer Shares may be diluted as a result of the Open Offer.
General Meeting
The Placing, the Subscription and the Open Offer are each conditional, inter alia, upon the passing of the Resolutions by Shareholders at the General Meeting, to be held at the offices of Memery Crystal at 165 Fleet Street,
Further details on the background to and reasons for the Fundraising, along with an explanation as to why the Board considers the Fundraising to be in the best interests of the Company and Shareholders as a whole, are set out below.
This announcement is not for publication or distribution, directly or indirectly, in or into
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
|
2024 |
|
Record date of Open Offer |
6.30 p.m. on 22 July |
|
Ex-entitlement date for Open Offer |
7.00 a.m. on 23 July |
|
Posting of Circular, Form of Proxy and Application Form |
24 July |
|
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST |
8.00 a.m. on 25 July |
|
Latest recommended time and date for requesting withdrawal of Open Offer entitlements from CREST |
4.30 p.m. on 5 August |
|
Latest time and date for depositing Open Offer entitlements into CREST |
3.00 p.m. on 6 August |
|
Latest time and date for splitting application forms (to satisfy bona fide market claims only) |
3.00 p.m. on 7 August |
|
Latest time and date for receipt of Open Offer application forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) |
11.00 a.m. on 9 August |
|
Latest time and date for receipt of Forms of Proxy and CREST voting instructions |
11.00 a.m. on 9 August |
|
Announcement of results of Open Offer |
12 August |
|
General Meeting |
11.00 a.m. on 13 August |
|
Announcement of results of General Meeting |
Following General Meeting on 13 August |
|
Admission of the New Ordinary Shares |
8.00 a.m. on 14 August |
|
New Ordinary Shares credited to CREST Members' accounts in respect of the Placing Shares and Open Offer Shares |
14 August |
|
Dispatch of definitive share certificates in certified form |
By 21 August |
Each of the times and dates above is subject to change. Any such change will be notified by an announcement on a Regulatory Information Service. References in this Announcement are to
APPENDIX 2
TERMS AND CONDITIONS OF THE PLACING
TERMS AND CONDITIONS - IMPORTANT INFORMATION REGARDING THE PLACING AND ASSOCIATED OPEN OFFER.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
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
No action has been taken by the Company, the Joint Bookrunners (as defined in paragraph 1.3 below) or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.
Persons who are invited to and who choose to participate in the Placing (as such term is defined in paragraph 1.1 below) by making an oral or written offer to subscribe for Placing Shares (as such term is defined in paragraph 1.1 below), including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given, will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, undertakings and agreements, contained in this Appendix. In particular, each such prospective Purchaser (as defined in paragraph 2.4(a)) represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares (as such term is defined below) that are allocated to it for the purposes of its business;
2. if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Regulation or the
3. it is not in
The Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and undertakings. The Joint Bookrunners do not make any representation to the Purchasers regarding an investment in the Placing Shares referred to in this Announcement.
Solely for the purposes of the product governance requirements contained within the FCA Handbook and in particular the Product Intervention and Product Governance Sourcebook and any other
This Announcement does not constitute, and may not be used in connection with, an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including, without limitation, the
The Placing Shares are being offered only outside
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of
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
The New Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of London Stock Exchange plc.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
1. PLACING, SUBSCRIPTION AND OPEN OFFER
1.1 Chariot Limited (company number 47532) (the "Company"), intends to conduct a placing (the "Placing") and direct subscription (the "Subscription"). Subject to shareholder approval, new ordinary shares of
1.2 The Company also intends to conduct an open offer to raise gross proceeds of up to
1.3 The Company has appointed Cavendish Capital Markets Limited ("Cavendish") and Stifel Nicolaus Europe Limited ("Stifel") as joint brokers in respect of the Placing and Open Offer (together, the "Joint Bookrunners", and each, a "Joint Bookrunner").
1.4 The terms and conditions set out in this Appendix apply to persons making an offer to subscribe for Placing Shares under the Placing. Each Purchaser shall be deemed to have read the Announcement, and this Appendix, in its entirety.
2. ALLOCATION AND CONDITIONS TO PLACING
2.1 The Placing Shares under the Placing will be issued on the Closing Date (as defined below).
2.2 Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners.
2.3 The number of Placing Shares to be issued and the Issue Price will be finally agreed between the Joint Bookrunners and the Company following completion of the bookbuild being conducted by the Joint Bookrunners to determine demand for participation in the Placing and the Issue Price (the "Bookbuild"). The number of Placing Shares which have been placed and the Issue Price will be announced following the completion of the Bookbuild.
2.4 Acceptances of the Placing and allocations of Placing Shares (including the subscription amount payable) will be as:
(a) confirmed (orally or in writing) with prospective purchasers who are in the
(b) (unless paragraph 2.4(a) applies) by the completion and return of such letter of confirmation and registration or other forms as the Joint Bookrunners or their agents may in their absolute discretion require and in that event the terms and conditions set out in such letter of confirmation and registration or other form shall apply to the exclusion of this Appendix.
2.5 The Bookbuild is expected to close no later than 7.00 am on 22 July 2024 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
2.6 The Joint Bookrunners may choose to allocate Placing Shares at their discretion (in consultation with the Company) and may scale down any bids for Placing Shares made by prospective Purchasers for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraph 2.5 above, subject to the prior consent of the Company: (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (b) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
2.7 For the avoidance of doubt, a bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement and this Appendix and will be legally binding on the prospective Purchaser on behalf of which it is made and, except with the consent of the respective Joint Bookrunner, will not be capable of variation or revocation after the time at which it is submitted. Any acceptance of the Placing constitutes a Purchaser's irrevocable legally binding agreement, subject to the Placing and Open Offer Agreement (as defined below) not having been terminated, to pay the aggregate settlement amount of the Placing Shares regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s).
2.8 By participating in the Bookbuild, each Purchaser agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described in paragraph 4 below, and will not be capable of rescission or termination by the Purchaser.
2.9 In making an investment decision, Purchasers must rely on their own examination of the Company and its prospects and the terms of the Placing, including the merits and risks involved in investing in the Placing Shares.
2.10 Irrespective of the time at which a Purchaser's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement."
2.11 Settlement will occur on a date to be advised but expected to be on or around 14 August 2024 ("Closing Date").
2.12 To the fullest extent permissible by law and applicable FCA rules, none of (a) the Joint Bookrunners, (b) any of their affiliates, agents, directors, officers, employees, (c) to the extent not contained within (a) or (b), any person connected with the Joint Bookrunners as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Joint Bookrunners), or (d) any person acting on behalf of the Joint Bookrunners, shall have any liability (including to the extent permissible by law, any fiduciary duties) to any Purchaser or to any other person whether acting on behalf of a Purchaser or otherwise. In particular, neither of the Joint Bookrunners nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing and Open Offer or of such alternative method of effecting the Placing and Open Offer as the Joint Bookrunners and the Company may agree.
3. SHARES AND QUOTATION
3.1 The New Ordinary Shares will be issued fully paid and will rank equally, from the date of issue, in all respects with the Company's existing issued ordinary shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the Placing Shares, Subscription Shares and Open Offer Shares.
3.2 Application will be made to London Stock Exchange plc for admission to trading of the New Ordinary Shares on AIM ("Admission"). It is anticipated that Admission will become effective on or around 14 August 2024 and that dealings in the Placing Shares, Subscription Shares and Open Offer Shares will commence at that time.
4. PLACING AND OPEN OFFER AGREEMENT
4.1 On 19 July 2024, the Company and each of the Joint Bookrunners entered into a placing and open offer agreement in connection with the Placing and Open Offer (the "Placing and Open Offer Agreement"). Pursuant to the Placing and Open Offer Agreement, each of the Joint Bookrunners has agreed to use their respective reasonable endeavours to place the Placing Shares with prospective Purchasers.
4.2 The Joint Bookrunners' obligations under the Placing and Open Offer Agreement in respect of the Placing Shares and Open Offer Shares are conditional, inter alia, on:
(a) the Company procuring that the Circular and the notice of a general meeting of the shareholders of the Company to approve the Resolutions (as defined below) is sent to shareholders by no later than 24 July 2024;
(b) shareholder approval of the resolutions necessary to issue the New Ordinary Shares for cash on a non-pre-emptive basis pursuant to (inter alia) the Placing, the Subscription and the Open Offer (the "Resolutions");
(c) none of the warranties contained in the Placing and Open Offer Agreement being untrue, inaccurate or misleading as at the date of the Placing and Open Offer Agreement and at all times before and at the date of Admission;
(d) the publication of this Announcement through a Regulatory Information Service by no later than 8.00 a.m. on the date of the Placing and Open Offer Agreement or such other time and/or date as may be agreed in writing between the Company and the Joint Bookrunners;
(e) the Company allotting, subject only to Admission, the Placing Shares and the Subscription Shares in accordance with the Placing and Open Offer Agreement;
(f) Admission taking place not later than 8.00 a.m. on 14 August 2024 or such later date as the Company and the Joint Bookrunners may otherwise agree but not being later than 8.00 a.m. on 30 August 2024;
(g) the Subscription Agreements having become unconditional in all respects (save in relation to Admission); and
(h) there having been since the date of the Placing and Open Offer Agreement no development or event which will or is likely to have a material adverse effect on the Company (or of its subsidiaries).
4.3 If: (i) any of the conditions contained in the Placing and Open Offer Agreement in relation to the Placing Shares are not fulfilled or waived (if capable of being waived) by the Joint Bookrunners by the respective time or date where specified (or such later time or date as the Company and the Joint Bookrunners may agree); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing and Open Offer Agreement is terminated in the circumstances specified below, the Placing in relation to the Placing Shares will lapse and the Purchaser's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Purchaser agrees that no claim can be made by the Purchaser in respect thereof.
4.4 The Joint Bookrunners may, at their absolute discretion and upon such terms as they think fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing and Open Offer Agreement save that the conditions relating to Admission, the allotment and issue of the Placing Shares (subject only to Admission) and shareholder approval may not be waived. Any such extension or waiver will not affect Purchasers' rights and obligations under the terms and conditions set out in this Appendix.
4.5 Neither of the Joint Bookrunners nor the Company shall have any liability to any Purchaser (or to any other person whether acting on behalf of a Purchaser or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Purchaser agrees that any such decision is within the absolute discretion of the Joint Bookrunners.
4.6 Each of the Joint Bookrunners is entitled, at any time before Admission, to terminate the Placing and Open Offer Agreement by giving notice to the Company in certain circumstances, including, inter alia, a breach of the warranties given to the Joint Bookrunners in the Placing and Open Offer Agreement, the failure of the Company to comply with obligations under the Placing and Open Offer Agreement, or if an event has occurred which, in the opinion of the Joint Bookrunner (acting in good faith), constitutes or is likely to cause a material adverse change or on the occurrence of certain force majeure events. Following Admission, the Placing and Open Offer Agreement is not capable of rescission or termination.
4.7 The rights and obligations of the Purchasers shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Purchaser or any prospective Purchaser at any time or in any circumstances. By participating in the Placing, Purchasers agree that the exercise by a Joint Bookrunner of any right of termination or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of that Joint Bookrunner, and that it need not make any reference to Purchasers and that it shall have no liability to Purchasers whatsoever in connection with any such exercise.
5. NO UNDERWRITING
The Fundraising is not being underwritten by any party.
6. RELATIONSHIP OF THE JOINT BOOKRUNNERS
6.1 The obligations of each Joint Bookrunner in connection with the Placing and Open Offer (including any payment obligation) are several, and not joint, nor joint and several. A right of a Joint Bookrunner in connection with the Placing and Open Offer (including any rights under the Placing and Open Offer Agreement) is held by that Joint Bookrunner severally and each Joint Bookrunner may exercise its rights, powers and benefits in connection with the Placing and Open Offer separately and individually.
6.2 A Joint Bookrunner will not be responsible for the performance obligations of the other Joint Bookrunner and will not be liable for any claims, damages or liabilities arising out of the actions taken, omissions of or advice given by the other Joint Bookrunner. Any breach, non-performance or default by a Joint Bookrunner will not constitute a breach, non-performance or default of the other.
6.3 Nothing contained or implied hereby or by acceptance of the Placing or Open Offer constitutes a Joint Bookrunner acting as the partner, agent or representative of the other Joint Bookrunner for any purpose or creates any partnership, agency or trust between the Joint Bookrunners, and no Joint Bookrunner has any authority to bind another Joint Bookrunner in any way.
6.4 Neither of the Joint Bookrunners will be liable for any loss, damage or claim arising out of the actions taken or advice given by the other Joint Bookrunner. In addition, the rights of a Joint Bookrunner and the Beneficiaries (as defined below) in respect of that Joint Bookrunner under the representations, warranties, acknowledgements and undertakings set out below will in no way be affected by the actions taken or alleged to have been taken or advice given or alleged to have been given by the other Joint Bookrunner or its Beneficiaries.
7. OFFER PERSONAL
The offering of Placing Shares and the agreement arising from acceptance of the Placing is personal to each Purchaser and does not constitute an offering to any other person or to the public. A Purchaser may not assign, transfer, or in any other manner, deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of the Joint Bookrunners in accordance with all relevant legal requirements.
8. NO PROSPECTUS
8.1 No offer document or prospectus has been or will be delivered to the Financial Conduct Authority ("FCA") or any competent authority of any relevant member state of the EEA in relation to the Placing, and a Purchaser's commitments will be made solely on the basis of the information contained in the Announcement released by the Company today which this Appendix forms part of.
8.2 Each Purchaser, by making an offer to subscribe for Placing Shares, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and none of the Company or the Joint Bookrunners nor any other person will be liable for any Purchaser's decision to participate in the Placing based on any other information, representation, warranty or statement which Purchasers may have obtained or received, and if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Bookrunners, the Company or their respective officers, directors, employees or agents. Each Purchaser acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Joint Bookrunners make any undertaking or warranty to any Purchaser regarding the legality of any investment in the Placing Shares by such Purchaser under any legal, investment or similar laws or regulations. Each Purchaser should not consider any information in this Announcement to be legal, tax or business advice. Each Purchaser should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
9. REGISTRATION AND SETTLEMENT
9.1 Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within the CREST system administered by Euroclear
9.2 The Company will (or will procure its registrar or transfer agent to) deliver the Placing Shares to CREST accounts operated by the respective Joint Bookrunner for the Company and the Joint Bookrunners will enter their respective delivery (DEL) instructions into the CREST system. The input to CREST by each Purchaser of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Purchaser against payment.
9.3 Each Purchaser allocated Placing Shares in the Placing will be sent a conditional trade confirmation stating the number of Placing Shares and the subscription amount payable to be allocated to it and will be required to provide the Joint Bookrunners with funds sufficient to purchase such securities prior to the Closing Date.
9.4 Each Purchaser is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Purchaser on such Purchaser's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Purchaser plus any interest due. The relevant Purchaser will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Purchaser's behalf.
9.5 Subject to the passing of the Resolutions, it is expected that settlement will take place on or about 14 August 2024 in CREST in accordance with the instructions set out in the conditional trade confirmation.
9.6 The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Purchaser in any form it requires if, in the Joint Bookrunners' or the Company's opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements of the Purchaser's jurisdiction.
9.7 Each Purchaser agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the applicable registration and settlement procedures, including if applicable, CREST rules and regulations and settlement instructions that it has in place with the respective Joint Bookrunner.
9.8 If Placing Shares are to be delivered to a custodian or settlement agent, Purchasers should ensure that the conditional trade confirmation is copied and delivered immediately to the relevant person within that organisation. Each Purchaser shall ensure that, insofar as Placing Shares are registered in a Purchaser's name or that of its nominee or in the name of any person for whom a Purchaser is contracting as agent or nominee, such person shall not be a person who is or may be liable to any
9.9 Interest is chargeable daily on payments to the extent that value is received after the due date at the rate per annum of 4 percentage points above the Barclays Bank plc base rate.
10. REPRESENTATIONS AND WARRANTIES
10.1 Each Purchaser and prospective Purchaser (and each person acting on its behalf) represents, warrants, acknowledges and undertakes for the benefit of the Company, each of the Joint Bookrunners and the respective officers, employees and advisers of the Company and of each of the Joint Bookrunners, and any person acting on behalf of any of them (each a "Beneficiary" and together the "Beneficiaries") as follows:
(a) if it is a Purchaser in the
(i) is a Qualified Investor as defined under the
(ii) is also a person falling within one or more of the categories of persons referred to in article 19 (investment professionals) or 49 (high net worth companies, etc) of the Order or is a person to whom the Placing may otherwise be made or to whom the Placing Shares may otherwise be directed without an approved prospectus having been made available to the public in the
(iii) understands, recognises and acknowledges that no prospectus has been or will be approved in connection with the Placing by the FCA in the
(iv) if it is not in the
(b) if it is a Purchaser in a member state of the EEA it:
(i) is a Qualified Investor as defined under the Prospectus Regulation; and
(ii) understands, recognises and acknowledges that no prospectus has been or will be approved in connection with the Placing by any competent authority of any relevant member state of the EEA; or
(iii) if it is not in a member state of the EEA but is acting for the account of a Purchaser in a member state of the EEA, that each of subparagraphs (i) and (ii) applies in respect of each such Purchaser;
(c) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person. For the avoidance of doubt, the Purchaser has not made and will not make any offer to the public of the Placing Shares for the purposes of section 102B FSMA;
(d) if it is in a jurisdiction outside the
(e) without prejudice to paragraph (d) above, if the Purchaser is in
(f) without prejudice to paragraph (d) above, if the Purchaser is in the
(g) it (and any account for which it is purchasing) (i) is outside
(h) time shall be of the essence as regards obligations pursuant to this Appendix;
(i) unless otherwise specifically agreed in writing with the Joint Bookrunners, neither it nor the beneficial owner of such Placing Shares is or will be a resident of, or subject to the laws of
(j) the Placing Shares have not been and will not be registered under the securities legislation of
(k) it acknowledges that this Announcement has not been approved by the Securities and Futures Commission in
(l) it acknowledges and agrees that the Placing is not an "offer to the public" as envisaged in Chapter 4 of the SA Companies Act read with the South African Companies Regulations 2011 (as amended) (the "South African Companies Regulations 2011"), and that no prospectus will be registered and/or issued in terms of the SA Companies Act and the South African Companies Regulations 2011;
(m) the Purchaser consents to the Company making a notation on its records or giving instructions to any registrar and transfer agent of the Placing Shares in order to implement the restrictions on transfer set forth and described above;
(n) if required by applicable securities laws or as otherwise reasonably requested by the Company, the Purchaser will execute, deliver and file and otherwise assist the Company in filing reports, questionnaires, undertakings and other documents with respect to the issue of the Placing Shares;
(o) the Purchaser has such knowledge and experience in financial, business and tax matters as to be capable of evaluating the merits and risks of its investment in the Placing Shares and it is able to bear the economic risks and complete loss of such investment in the Placing Shares;
(p) the Purchaser has not received or requested, nor does it have any need to receive, any offering memorandum or any other document describing the business and affairs of the Company in order to assist it in making an investment decision to subscribe for the Placing Shares;
(q) it is purchasing the Placing Shares for its account or for the account of one or more persons for investment purposes only and not with the purpose of, or with a view to, the resale, transfer or distribution or granting, issuing or transferring of interests in, or options over, the Placing Shares;
(r) it has such knowledge and experience in financial and business matters and expertise in assessing credit and all other relevant risks that it is capable of evaluating independently, and has evaluated independently and conducted an in-depth detailed analysis on, the merits and risks of a purchase of the Placing Shares for itself and each other person, if any, for whose account it is acquiring any Placing Shares, and it has determined that the Placing Shares are a suitable investment for itself and each other person, if any, for whose account it is acquiring any Placing Shares, both in the nature and the number of the Placing Shares being acquired;
(s) if applicable, it is, or any beneficial Purchaser for whom it is contracting is, acquiring the Placing Shares pursuant to and in compliance with an exemption from the prospectus requirements of securities laws of the jurisdiction of residence and will provide the Company and the Joint Bookrunners, on request, whether before or after the Closing Date, with evidence of such compliance;
(t) it has had access to all information that it believes is necessary or appropriate in connection with, and for an adequate time prior to, its purchase of the Placing Shares. It acknowledges and agrees that it will not hold the Joint Bookrunners responsible for any misstatements in, or omissions from, any publicly available information concerning the Company;
(u) it has made and relied entirely upon its own assessment of the Company, and has conducted its own independent investigation with respect to the Placing Shares and the Company;
(v) it shall obtain its own advice regarding the tax consequences in any jurisdiction of purchasing, owning or disposing of any Placing Shares;
(w) it has not relied on any investigation that any Beneficiary may have conducted with respect to the Placing Shares or the Company. No Beneficiary has made any representation to it, express or implied, with respect to the Placing Shares or the Company;
(x) it acknowledges that the Placing does not constitute a securities recommendation or advice in relation to any securities, and that no securities recommendation or advice has been made or given to it by any Beneficiary in relation to the Placing;
(y) it acknowledges that an investment in the Placing Shares involves a degree of risk;
(z) except to the extent that liability cannot by law be excluded, it acknowledges that none of the Beneficiaries accept any responsibility in relation to the Placing or for the accuracy or completeness of any information given to it in connection with the Placing;
(aa) it acknowledges and agrees that it will accept the decisions and actions of the Joint Bookrunners and/or the Company in respect of the Placing and the acceptance of any Placing of Placing Shares does not oblige the Joint Bookrunners and/or the Company to consult with it as to any matter or qualify the exercise or non-exercise of rights arising under or in relation to the Placing;
(bb) it has been independently advised as to any resale restrictions under applicable securities laws in its own jurisdiction;
(cc) it acknowledges and agrees that if a Joint Bookrunner takes title to the Placing Shares it does so only as agent for the Purchaser for the purposes of effecting settlement and it agrees to release such Joint Bookrunner from any liability incurred by it in acting in such capacity (whether arising out of any act or omission by the Company in relation to the Placing or to the Placing Shares or otherwise);
(dd) if it is acquiring any Placing Shares for an account of one or more persons, it has full power to make the acknowledgements, representations, warranties and agreements hereunder on behalf of each such person and it will take reasonable steps to ensure that each such person will comply with its obligations hereunder;
(ee) it acknowledges that the Beneficiaries will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements in conducting and undertaking the Placing;
(ff) it has read this Announcement, including this Appendix, in its entirety and its subscription of the Placing Shares is subject to and based upon only the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;
(gg) the exercise by the Joint Bookrunners of any right of termination or any right of waiver exercisable by them contained in the Placing and Open Offer Agreement including, without limitation, the right to terminate the Placing and Open Offer Agreement, is within their absolute discretion and no Joint Bookrunner will have any liability to any Purchaser whatsoever in connection with any decision to exercise or not exercise any such rights;
(hh) if (i) any of the conditions in the Placing and Open Offer Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing and Open Offer Agreement is terminated or does not otherwise become unconditional in all respects prior to the admission of the Placing Shares, the Placing will lapse and its rights shall cease and determine at such time and no claim shall be made by any Purchaser in respect thereof;
(ii) no offer document or prospectus has been, or will be, prepared in connection with the Placing and it represents and warrants that it has not received a prospectus or other offer document in connection therewith;
(jj) the ordinary shares of
(kk) none of the Joint Bookrunners or the Company nor any of their affiliates nor any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company or any other person other than this Announcement; nor has it requested any of the Joint Bookrunners or the Company nor any of their affiliates or any person acting on behalf of any of them to provide it with any such information;
(ll) the content of this Announcement is exclusively the responsibility of the Company and none of the Joint Bookrunners nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company (except for any information or statements relating solely to the Joint Bookrunners and furnished by the Joint Bookrunners specifically for use in such documents) and will not be liable for any Purchaser's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Purchaser further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Purchaser has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by either of the Joint Bookrunners or the Company and none of the Joint Bookrunners or the Company will be liable for any Purchaser's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Purchaser further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
(mm) in subscribing for Placing Shares, it has consented to receive "inside information" for the purposes of MAR , and it agrees not to deal in any securities of the Company until such time as the inside information of which it has been made aware has been made public for the purposes of MAR or it has been notified by the Joint Bookrunners or the Company that the proposed Placing will not proceed and any unpublished price sensitive information of which the Purchaser is aware has been publicly announced, and, other than in respect of its knowledge of the proposed Placing, it has neither received nor relied on any confidential price sensitive information concerning the Company or the Placing Shares;
(nn) it has complied with its obligations in connection with the Criminal Justice Act 1993, money laundering and terrorist financing under the Anti Terrorism Crime and Security Act 2001, the Proceeds of Crime Act 2002, the Terrorism Act 2003, MAR, the Prospectus Regulation, the Terrorism Act 2006, the Money Laundering Regulations 2007, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and Part VIII of the Financial Services and Markets Act 2000 (the "Regulations"), including identifying its clients in accordance with the Regulations, and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity the Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may, in their absolute discretion, reject an application for Placing Shares in which event all funds delivered by such Purchaser to the Joint Bookrunners (if any) will be returned without interest to the account of the drawee bank from which they were originally debited;
(oo) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Regulation or the
(pp) it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the
(qq) it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in the Company's ordinary shares in accordance with Chapter 5 of the Disclosure Guidance and Transparency Rules;
(rr) it and any person acting on its behalf is entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Company, or otherwise;
(ss) it (and any person acting on its behalf) will make or procure payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Bookrunners and the Company may in their absolute discretion determine and without liability to such Purchaser, and it will remain liable for any shortfall below the net proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in in these terms and conditions) which may arise upon the placing or sale of such Purchaser's Placing Shares on its behalf;
(tt) the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be, and none of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Purchaser and any person acting on behalf of such Purchaser agrees to participate in the Placing and it agrees to indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to the account of the Joint Bookrunners who will hold them as nominee on behalf of such Purchaser until settlement in accordance with its standing settlement instructions;
(uu) the Company and the Joint Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to each of the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable;
(vv) it will indemnify and hold the Company and the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement or incurred by the Company, the Joint Bookrunners or their respective affiliates, agents, directors, officers and employees arising from the performance of the Purchaser's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
(ww) its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and the Purchaser will have no right to be consulted or require that its consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and the Joint Bookrunners. The agreement to settle a Purchaser's subscription (and/or the subscription of a person for whom such Purchaser is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on the warranty above from each Purchaser, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax in excess of 0.5% under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Purchaser agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Purchaser should seek its own advice and notify the Joint Bookrunners accordingly;
(xx) no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offering of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
(yy) it will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the
(zz) the Joint Bookrunners or any of their affiliates may, at their absolute discretion, agree to become a Purchaser in respect of some or all of the Placing Shares;
(aaa) when a Purchaser or person acting on behalf of the Purchaser is dealing with the Joint Bookrunners, any money held in an account with any of the Joint Bookrunners on behalf of the Purchaser and/or any person acting on behalf of the Purchaser will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA;
(bbb) it acknowledges that the money will not be subject to the protections conferred by the client money rules and as a consequence, this money will not be segregated from the relevant Joint Bookrunners' money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Purchaser will rank only as a general creditor of the Joint Bookrunner;
(ccc) it acknowledges that all times and dates in this Announcement may be subject to amendment and the Joint Bookrunners shall notify the Purchasers and any person acting on behalf of the Purchasers of any changes;
(ddd) that past performance is no guide to future performance and persons needing advice should consult an independent financial adviser;
(eee) all obligations entered into by the Purchaser pursuant hereto with the Joint Bookrunners are entered into with them as agent for the Company and are therefore enforceable directly by the Company;
(fff) if a company, it is a valid and subsisting company and has all the necessary corporate capacity and authority to execute its obligations in connection with the Placing participation;
(ggg) it is not presently acting in concert, as defined in the City Code on Takeovers and Mergers, with any existing shareholder or other Purchaser; and
(hhh) it irrevocably appoints any director of either of the Joint Bookrunners as its agent for the purposes of executing and delivering to the Company's and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares offered to it.
The Purchaser agrees that the Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing confirmations, representations, warranties, acknowledgments, undertakings and agreements which are given by each Purchaser (or persons acting on their behalf) and are irrevocable.
11. ENTIRE AGREEMENT
The terms set out in this Appendix and the allocation of Placing Shares (including the subscription amount payable) as confirmed to a Purchaser, constitute the entire agreement to the terms of the Placing and a Purchaser's participation in the Placing to the exclusion of prior representations, understandings and agreements between them. Any variation of such terms must be in writing.
12. GOVERNING LAW AND JURISDICTION
The agreement arising out of acceptance of the Placing and any dispute or claim arising out of or in connection with the Placing or formation thereof (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this Announcement (including the Appendices), unless the context requires otherwise:
Admission means admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules.
AIM means the market of that name operated by the London Stock Exchange.
AIM Rules means together, the AIM Rules for Companies and the AIM Rules for Nominated Advisers.
Anchois means the gas discovery containing audited 2C contingent resources of 637 Bcf, located in the Company's Lixus Licence,
Anchois Gas Development means the development of the Anchois gas discovery, located in the Company's Lixus Licence.
Application Form means the application form enclosed, in the case of Qualifying Non-CREST Shareholders, with the Circular for Qualifying Non-CREST Shareholders to apply for Open Offer Shares.
Bcf means billion cubic feet.
Bookbuild means an accelerated process conducted by the Joint Bookrunners to determine demand for participation in the Placing by Placees.
Cavendish means Cavendish Capital Markets Limited, whose registered office is at One Bartholomew Close,
Chariot
Circular means the circular, expected to be published by the Company on or about 24 July 2024, in relation to the Placing, Subscription and Open Offer.
Chariot Transitional Power means the Company's business stream focused on building, generating and trading renewable power.
Closing Date means the date upon which settlement of the Placing Shares and the Subscription Shares is due to take place.
Company or Chariot means Chariot Limited, a company incorporated in Guernsey with registered number 47532, with its registered office at Oak House, Hirzel Street, St Peter Port, Guernsey, GY1 2NP.
CREST means a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations).
CREST Regulations means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended).
Directors or Board means the board of directors of the Company.
EEA means The European Economic Area.
EU means the European Union.
EUWA means the European Union (Withdrawal) Act 2018 (as amended).
Euroclear means Euroclear
Existing Ordinary Shares means the 1,074,179,156 Ordinary Shares in issue at the date of this Announcement, all of which are admitted to trading on AIM and being the entire issued ordinary share capital of the Company.
FCA means the Financial Conduct Authority.
FID means Final Investment Decision.
Excess Application Facility means the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their entitlement in accordance with the terms and conditions of the Open Offer, as set out in the Circular.
FSMA means the Financial Services and Markets Act 2000, as amended.
Fundraising or Fundraise means together, the Placing, Subscription and the Open Offer.
General Meeting means the general meeting of the Company to be held at the offices of Memery Crystal, 165 Fleet Street,
Group means the Company and its subsidiaries at the date hereof.
Issue Price means
Joint Bookrunner means each of Cavendish and Stifel.
Lixus or Lixus Licence means the Lixus offshore licence,
London Stock Exchange means London Stock Exchange plc.
Loukos or Loukos Licence means the Loukos onshore licence,
MAR means the Market Abuse Regulation (EU) No.596/2014, as it forms part of
New Ordinary Shares means the new ordinary shares in the capital of the Company to be issued in connection with the Placing Shares, Subscription Shares or the Open Offer Shares.
Notice of General Meeting means the notice of the General Meeting included within the Circular.
Open Offer means the invitation to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and conditions set out in the Circular and, in the case of Qualifying Non-CREST Shareholders only, the Application Form conditional invitation proposed to be made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares.
Open Offer Entitlement means the entitlement of Qualifying Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders on the Record Date pursuant to the Open Offer.
Open Offer Shares means New Ordinary Shares being made available to Qualifying Shareholders pursuant to the Open Offer, up to a maximum of 23,815,194 New Ordinary Shares.
Ordinary Shares means ordinary shares of 1 penny each in the capital of the Company.
Overseas Shareholder means a Shareholder with a registered address outside of the
Placees means the placees subscribing for Placing Shares pursuant to the Placing.
Placing means the proposed placing by the Joint Bookrunners as agents for the Company, of the Placing Shares at the Issue Price on a non-pre-emptive basis, on the terms and conditions set out in the Placing and Open Offer Agreement.
Placing and Open Offer Agreement means the conditional placing and open offer agreement dated 19 July 2024 between the Company, Cavendish and Stifel, details of which are set out in the Circular.
Placing Shares means New Ordinary Shares to be allotted pursuant to the Placing on the terms of the Placing and Open Offer Agreement.
Project Nour means the Company's green hydrogen project in
Prospectus Regulation means Regulation (EU) No 2017/1129.
Qualifying Non-CREST Shareholders means Qualifying Shareholders holding Ordinary Shares in certificated form at the Record Date.
Qualifying Shareholders means Shareholders on the register of members of the Company as at the Record Date, excluding certain overseas Shareholders (as further described in the Circular).
Record Date means 6.30 pm on 22 July 2024.
Registrar means Link Group, the registrar to the Company.
Regulatory Information has the meaning given under the AIM Rules.
Regulation S means Regulation S under the
Relevant Persons has the meaning given in Appendix 2.
Resolutions means the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting in the Circular.
Shareholders means holders of Existing Ordinary Shares.
Stifel means Stifel Nicolaus Europe Limited whose registered office is at 4th Floor 150 Cheapside,
Subscribers means certain investors, who have each subscribed for New Ordinary Shares at the Issue Price.
Subscription means the proposed subscription for the Subscription Shares by the Subscribers at the Issue Price.
Subscription Agreements means the agreements between the Company and each of the Subscribers relating to the Subscription.
Subscription Shares means the New Ordinary Shares which may, pursuant to the Subscription, be allotted pursuant to the Subscription on the terms of the Subscription Agreements.
TEH2 means TotalEnergies H2, a majority owned subsidiary of Total Energies.
Total Energies means Total Energies SE.
UM6P means Mohammed VI Polytechnic University.
Vivo Energy means Vivo Energy Limited.
All references in this announcement to "£", "pence" or "p" are to the lawful currency of the
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