i3 Energy PLC Announces Alberta Acquisition and Proposed Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THIS ‘ANNOUNCEMENT’) IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (‘RESTRICTED JURISDICTION’). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ‘US SECURITIES ACT’) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN i3 ENERGY PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

This Announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (as implemented into English law) by virtue of the European Union (Withdrawal) Act 2018 and certain other implementing measures) (‘MAR’). Prior to publication, certain information contained within this Announcement was deemed to constitute inside information for the purposes of Article 7 of MAR. In addition, 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 defined in MAR), as permitted by MAR. Due to the publication of this Announcement, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

Strategic Central Alberta Acquisition Delivers Strong Free Cash Flow

Proposed Conditional Placing and PrimaryBid Offer

EASTLEIGH, UK / ACCESSWIRE / July 7, 2021 / i3 Energy plc (AIM:I3E)(TSX:ITE), an independent oil and gas company with assets and operations in the UK and Canada, is pleased to announce that its wholly owned Canadian subsidiary has signed into escrow, pending receipt of irrevocable commitments for the Placing (as defined below), a definitive agreement with Cenovus Energy Inc., a senior Canadian oil and gas producer, to acquire certain petroleum and infrastructure assets within i3’s Central Alberta core area (the ‘Assets’), for a total consideration of CA$65 million (US$53.7 million) (the ‘Acquisition’). The strategic Acquisition delivers extensive operational synergies, predictable low-decline production, a large reserve base with multi-year development inventory and expected strong free cash flow.

The Company intends to raise a minimum of £40 million (before expenses) through a placing of new ordinary shares of £0.0001 each in the capital of Company (the ‘Placing Shares’) at a price to be confirmed (the ‘Issue Price’) (the ‘Placing’). The Placing will be conducted through an accelerated bookbuild (the ‘Bookbuild’), which will be launched immediately following the publication of this Announcement. The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and its Appendix together being this ‘Announcement’).

In addition to the Placing, the Company intends to raise further funding by way of an offer made by the Company on the PrimaryBid platform through the issue of new ordinary shares in the capital of the Company (the ‘PrimaryBid Shares’) at the Issue Price (the ‘PrimaryBid Offer’). A separate announcement will be made shortly regarding the PrimaryBid Offer and its terms. The Placing is not conditional upon the PrimaryBid Offer. The PrimaryBid Offer will close on completion of the Bookbuild process.

Highlights:

  • Strategic core area consolidation – Acquiring approximately 8,400 boepd (51% oil and NGLs) of predominantly operated, conventional, low-decline production and an extensive network of complementary midstream infrastructure to support long-term sustainable operations
  • Large reserve base with development upside – Total Proved plus Probable Developed Producing reserves of 27.5 mmboe with an NPV10 of US$90 million and 2P reserves of 79.5 mmboe with an NPV10 of US$193 million (inclusive of undiscounted asset retirement obligations (‘ARO’) of US$92 million, inflated at 2% and discounted at 10% for an NPV10 ARO value of US$23 million), including an inventory of greater than 220 identified development drilling locations and reactivation opportunities
  • Strong net operating income to support consistent free cash flow yields – Next twelve months (‘NTM’) estimated net operating income (‘NOI’ = revenue minus royalties, opex, transportation and processing) of US$31 million supported by a low-decline production profile and minimal required annual maintenance capital provides predictable long-term free cash flow to support i3’s planned dividend distribution policy
  • Immediately accretive on all key per-share metrics – Materially accretive to forecast production, NOI, and reserves (approximately 30%, 20%, and 76%, respectively) in the 12-month period following closing of the Acquisition
  • ‘Hand-in-glove’ acquisition provides synergies and scale – Significant expansion of ownership in existing and additional oil and gas licenses and infrastructure in i3’s Central Alberta core area will allow i3 to materially reduce unit operating costs and maximise third party tariff income
  • Strengthened financial position – Pro forma at closing of the Acquisition, i3 expects to have estimated net debt of only US$27 million, which translates to a current net debt to NTM NOI ratio of approximately 0.36x
  • Fundraise for the Acquisition – i3 is raising a minimum of £40 million (before expenses) at a price to be confirmed per share through the Placing and the PrimaryBid Offer to fund the Acquisition by way of (i) an accelerated book build to both current and new institutional investors, and (ii) a PrimaryBid Offer to retail shareholders.
  • Shareholder approval – The Placing and the PrimaryBid Offer are conditional upon, amongst other things, the approval by the Company’s shareholders of certain resolutions to be proposed at a general meeting of the Company’s shareholders on or around 26 July 2021. The Company wishes to conduct the General Meeting in a way that limits the risk associated with the Coronavirus pandemic and complies with the law. In light of this, although shareholders (including their duly appointed proxies and/or corporate representatives) will be, subject to any changes to the rules which may arise after the publication of this Announcement, permitted to attend the General Meeting in person, shareholders will be discouraged from doing so.

Majid Shafiq, CEO of i3 Energy plc, commented:

‘We continue to execute on our business plan which is to build and grow a material and diversified production business through the most efficient deployment of capital, whether that is through exploitation of opportunities within the Company’s existing portfolio or through accretive acquisitions such as this one. This transaction not only scales up our cashflow, but it will also, in the near term, lower our unit operating costs, increase third party tariff income and add scale to i3’s expanding list of varied development opportunities, which will materially increase our options to both grow the business and manage risks.’

Ryan Heath, President of i3 Energy Canada Ltd., commented:

‘i3 Canada is extremely pleased to have entered into the Acquisition from a top-tier veteran participant of the Western Canadian Sedimentary Basin. The inherent synergies of the transaction, being immediately evident and robust, will most certainly expand with time to further enhance field efficiencies and cash flow throughout our central Alberta core area, to the benefit of the Company and its stakeholders.’

Acquisition Details

On 6 July 2021, i3 has signed into escrow, pending receipt of irrevocable commitments for the Placing, an Asset Sale Agreement (‘ASA’) with Cenovus Energy Inc., a senior Canadian oil and gas producer, to acquire certain conventional central Alberta petroleum and infrastructure assets. The Acquisition includes approximately 8,400 boepd (51% oil and NGLs) of predictable low-decline production, 79.5 mmboe of 2P reserves with an NPV10 of US$193 million (inclusive of undiscounted asset retirement obligations (‘ARO’) of US$92 million, inflated at 2% and discounted at 10% for an NPV10 ARO value of US$23 million), an inventory of greater than 140 net drilling locations and 80 net reactivation opportunities across approximately 212,000 net acres, an 1,140 km network of operated pipelines, and key processing facilities.

The Assets complement i3’s existing area assets with approximately 3,090 boepd of overlapping joint working interest production and associated land position. The complementary nature of the Assets provides the basis for strong operational and financial synergies and continued good stewardship on behalf of all stakeholders.

The profits attributable to the assets being acquired in the year ended 31 December 2020 were £7.1 million.

Under the ASA, i3 will be acquiring the Assets free of all encumbrances (apart from industry standard or acceptable permitted encumbrances) for cash consideration of CA$65 million (US$53.7 million). The Acquisition is subject to normal interim period adjustments, customary conditions, and standard regulatory approvals.

Pro Forma Benefits of the Acquisition

The Acquisition is a continuation of i3’s strategy of capitalizing on the recent market conditions to create a cash-generative, all-weather portfolio by efficiently consolidating high quality undercapitalized assets within its core operating areas. The production, infrastructure and lands associated with the Acquisition directly overlap i3’s current asset base and provide meaningful operational synergies which are expected to further enhance free cash flow, enabling the Company to unlock development upside within the acquired and i3’s existing portfolio of assets.

Through this strategic Acquisition, i3 significantly enhances its production, cash flow and reserve base while maintaining a strong balance sheet. Pro forma the Acquisition, i3 is expected to:

  • Increase NTM production 84% to 18,470 boepd (47% oil and NGLs)
  • Increase NTM net operating income 70% to US$75 million
  • Increase 2P reserve volumes by over 150% to more than 132 mmboe

The Acquisition of the Assets enhances i3’s ability to grow production, free cash flow, and its planned return of capital to shareholders.

i3 will continue to balance its pursuit of organic and inorganic opportunities, directing disciplined capital allocation towards its core operating areas. i3 remains committed to its long-term growth while delivering to its shareholders meaningful share price appreciation and cash distributions.

Details of the Placing and the PrimaryBid Offer

i3 is raising a minimum of £40 million from current and new institutional investors and retail shareholders at a price to be confirmed. The financing is comprised of the Placing and the PrimaryBid Offer.

The Placing is being conducted by way of an accelerated book build in accordance with the terms and conditions set out in the Appendix to this Announcement. The Bookbuild will commence immediately following the publication of this Announcement. The Placing is not underwritten.

PrimaryBid (primarybid.com) is running the PrimaryBid Offer in order that i3’s retail shareholder base may participate alongside Placing participants. Total net funds raised from the Placing and PrimaryBid Offer (together, the ‘Placings’) will be used to fund the Acquisition and associated costs. Any residual funds will contribute to the Company’s ongoing operations and general corporate purposes.

The Placings and the related issue of new ordinary shares in the capital of the Company (‘Ordinary Shares’) remain subject to, amongst other things, shareholder approval at a General Meeting of i3’s shareholders, expected to be held on or about 26 July 2021. Further details of the General Meeting will be announced in due course.

The Company has today entered into a placing agreement with Tennyson Securities Limited (‘Tennyson’), W H Ireland Limited (‘WH Ireland’) and Canaccord Genuity Limited (‘Canaccord’) (Tennyson, WH Ireland and Canaccord together being the ‘Brokers’) relating to the Placing (the ‘Placing Agreement’), pursuant to which the Brokers have each agreed to use their respective reasonable endeavours as agents of the Company to procure subscribers for the Placing Shares at the Issue Price.

The Placing Agreement provides, inter alia, for the payment by the Company to the Brokers of commissions based on the number of Placing Shares placed by the Brokers multiplied by the Issue Price.

The Placing Agreement contains certain warranties and indemnities from the Company in favour of the Brokers and is conditional, inter alia, upon (i) the Placing Agreement having become unconditional in all respects (save for the condition relating to the admission of the Placing Shares to trading on AIM (‘Admission’)) and not having been terminated in accordance with its terms prior to Admission, and (ii) Admission becoming effective not later than 8.00 a.m. on 13 August 2021. Each of the Brokers may terminate the Placing Agreement if, inter alia: the Company is in material breach of any of its obligations under the Placing Agreement; or there has occurred, in any of the Broker’s reasonable opinion acting in good faith, an event which is likely to materially and adversely affect the position of the Company’s corporate group taken as a whole.

Applications will be made in due course to the London Stock Exchange for the Placing Shares and the PrimaryBid Shares to be admitted to trading on AIM. Admission of the Placing Shares and the PrimaryBid Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on 27 July 2021.

The Placing Shares and the PrimaryBid Shares, when issued, will be fully paid and will rank pari passu, in all respects with the existing ordinary shares in the capital of the Company.

The Appendix contains the detailed terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making oral, electronic or written offers to acquire Placing Shares, will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offers on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

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EXPECTED TIMETABLE OF EVENTS

Announcement of the Placing and the PrimaryBid Offer

7 July 2021

Expected posting of the shareholder circular convening the General Meeting

9 July 2021

Latest time and date for receipt of forms of proxy and CREST proxy instructions in relation to the General Meeting

11 a.m. on 22 July 2021

General Meeting

11 a.m. on 26 July 2021

Expected date for Admission and commencement of dealings of the Placing Shares and the PrimaryBid Shares

8.00 a.m. on 27 July 2021

Expected time and date for CREST accounts to be credited in relation to the Placing Shares and the PrimaryBid Shares

8.00 a.m. on 27 July 2021

Expected date for despatch of definitive share certificates (where applicable) in relation to the Placing Shares and the PrimaryBid Shares expected by no later than

The week commencing 2 August 2021

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Glossary

boe Barrels of oil equivalent
boepd Barrels of oil equivalent per day
CA$ Canadian Dollar
mmboe Millions of barrels of oil equivalent
NOI Net operating income
NGL Natural gas liquids
NPV10 Net Present Value at 10 per cent. annual discount rate
NTM Next 12 months
US$ United States Dollar
2P Proved plus Probable Reserves

The evaluation of the reserves set out in this Announcement has been prepared in accordance with the reserves definitions, standards and procedures contained in the Canadian Oil and Gas Evaluation Handbook.

END

Qualified Person’s Statement

In accordance with the AIM Note for Mining and Oil and Gas Companies, i3 discloses that Majid Shafiq is the qualified person who has reviewed the technical information contained in this document. He graduated with a Master’s Degree in Petroleum Engineering from Heriot-Watt University in 1988 and is a member of the Society of Petroleum Engineers. Majid Shafiq consents to the inclusion of the information in the form and context in which it appears.

Enquiries:

 

i3 Energy plc

 

 

Majid Shafiq (CEO) / Graham Heath (CFO)

c/o Camarco

Tel: +44 (0) 203 781 8331

 

WH Ireland Limited (Nomad and Joint Broker)

 

 

James Joyce, James Sinclair-Ford

Tel: +44 (0) 207 220 1666

 

Canaccord Genuity Limited (Joint Broker)

 

 

Henry Fitzgerald- O’Connor, James Asensio

Tel: +44 (0) 207 523 8000

 

Tennyson Securities (Joint Broker and Sole Bookrunner)

Peter Krens

Tel: +44 (0) 207 186 9030

 

 

Camarco

Owen Roberts, James Crothers, Violet Wilson

 

Tel: +44 (0) 203 781 8331

Notes to Editors:

i3 Energy is an oil and gas Company with a low cost, diversified, growing production base in Canada’s most prolific hydrocarbon region, the Western Canadian Sedimentary Basin and appraisal assets in the North Sea with significant upside.

The Company is well positioned to deliver future growth through the optimisation of its existing 100% owned asset base and the acquisition of long life, low decline conventional production assets.

i3 is dedicated to responsible corporate practices and the environment, and places high value on adhering to strong Environmental, Social and Governance (‘ESG’) practices. i3 is proud of its performance to date as a responsible steward of the environment, people, and capital management. The Company is committed to maintaining an ESG strategy, which has broader implications to long-term value creation, as these benefits extend beyond regulatory requirements.

i3 Energy is listed on the AIM market of the London Stock Exchange under the symbol I3E and on the Toronto Stock Exchange under the symbol ITE. For further information on i3 Energy please visit https://i3.energy/

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (‘EEA’), QUALIFIED INVESTORS (‘QUALIFIED INVESTORS’) AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE ‘PROSPECTUS REGULATION’); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE ‘ORDER’) (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘RELEVANT PERSONS’).

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN I3 ENERGY PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN ‘OFFSHORE TRANSACTIONS’ WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, any of the Brokers 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 into whose possession this Announcement comes are required by the Company and the Brokers to inform themselves about and to observe any such restrictions.

All offers of the Placing Shares in the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a ‘Placee’) by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.

WH Ireland is acting as Nominated Adviser and each of WH Ireland, Tennyson and Canaccord is acting as joint broker and as agent for and on behalf of the Company for the Placing. Each of the Brokers is authorised and regulated by the Financial Conduct Authority (the ‘FCA’) in the United Kingdom. Each of the Brokers is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and the Brokers will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the matters described in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Brokers or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than on the AIM market of the London Stock Exchange.

Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this Announcement.

This Announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Company (‘forward-looking statements’) which reflect various assumptions concerning anticipated results taken from the Company’s current business plan or from public sources which may or may not prove to be correct. These forward looking statements can be identified by the use of forward looking terminology, including the terms ‘anticipates’, ‘target’, ‘believes’, ‘estimates’, ‘expects’, ‘intends’, ‘may’, ‘plans’, ‘projects’, ‘should’ or ‘will’, or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. As a result, prospective investors should not rely on such forward-looking statements due to the inherent uncertainty therein. No representation or warranty is given as to the completeness or accuracy of the forward-looking statements contained in this Announcement. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Notice to distributors

UK Product Governance Requirements

Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of UK Manufacturers under the Product Governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the ‘UK Product Governance Requirements’) and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ‘manufacturer’ (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the ‘UK Target Market Assessment’). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within MiFID II and Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II (the ‘EU Product Governance Requirements’) and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ‘manufacturer’ (for the purposes of the EU Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in EU Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by EU Product Governance Requirements (the ‘EU Target Market Assessment’). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.

Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Brokers will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX
TERMS AND CONDITIONS OF THE BOOKBUILD

IMPORTANT INFORMATION ON THE BOOKBUILD FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (‘EEA’) OR IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129, AS AMENDED FROM TIME TO TIME) (THE ‘PROSPECTUS REGULATION’) (‘QUALIFIED INVESTORS’); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ‘ORDER’); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (‘HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC’) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘RELEVANT PERSONS’). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’) OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE ‘SEC’), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES. Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in this Announcement.

If a person indicates to Tennyson Securities (‘Tennyson’), Canaccord Genuity Limited (‘Canaccord’) and/or WH Ireland Limited (‘WH Ireland’) that it wishes to participate in the Placing by making an oral or written offer to acquire Placing Shares (each such person, a ‘Placee‘) it will be deemed to have read and understood these terms and conditions and the announcement of which they form a part in their entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions as deemed to be made by Placees.

In particular each such Placee 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 that are allocated to it for the purposes of its business;
  2. it is and, at the time the Placing Shares are acquired, will be outside the United States and acquiring the Placing Shares in an ‘offshore transaction’ in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act (‘Regulation S’) and it is acquiring beneficial interests in the Placing Shares for its own account; if acquiring the Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements, undertakings, and acknowledgements herein on behalf of each such person; and
  3. if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale to Qualified Investors in the United Kingdom or a member state of the EEA, or in circumstances in which the prior consent of Tennyson, Canaccord and/or WH Ireland has been given to each such proposed offer or resale.

This Announcement, including this Appendix, does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from, or in a transaction not subject to, registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act. The Placing Shares are being offered and sold outside the United States in ‘offshore transactions’ in accordance with Regulation S. There will be no public offering of the securities in the United States.

The distribution of these terms and conditions and the offer and/or placing of Placing Shares in certain other jurisdictions may be restricted by law. No action has been taken by Tennyson, Canaccord and/or WH Ireland or the Company that would permit an offer of the Placing Shares or possession or distribution of these terms and conditions or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required, save as mentioned above. Persons into whose possession these terms and conditions come are required by Tennyson, Canaccord, WH Ireland and the Company to inform themselves about and to observe any such restrictions.

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and each Placee’s commitment will be made solely on the basis of the information set out in this announcement and the pricing information expected to be made available to Placees on or around 7 July 2021. Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Tennyson, Canaccord, WH Ireland or the Company and none of Tennyson, Canaccord, WH Ireland, the Company, nor any person acting on such person’s behalf nor any of their respective affiliates has or shall have liability for any Placee’s decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement. 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.

No undertaking, representation, warranty or any other assurance, express or implied, is made or given by or on behalf of Tennyson, Canaccord or WH Ireland or any of their respective affiliates, their respective directors, officers, employees, agents, advisers, or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company or the Placing and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, save to the extent permitted by law, no liability whatsoever is accepted by Tennyson, Canaccord, WH Ireland or any of their respective directors, officers, employees or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this announcement or such information or opinions contained herein.

All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus.

These terms and conditions do not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares or any other securities or an inducement to enter into investment activity, nor shall these terms and conditions (or any part of them), nor the fact of their distribution, form the basis of, or be relied on in connection with, any investment activity. No statement in these terms and conditions is intended to be nor may be construed as a profit forecast and no statement made herein should be interpreted to mean that the Company’s profits or earnings per share for any future period will necessarily match or exceed historical published profits or earnings per share of the Company.

Proposed Placing of Ordinary Shares

Placees are referred to these terms and conditions and this announcement containing details of, inter alia, the Placing. These terms and conditions and this announcement have been prepared and issued by the Company, and is the sole responsibility of the Company.

The new Ordinary Shares issued under the Placing, when issued and fully paid, will be identical to, and rank pari passu with, the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the existing Ordinary Shares after their admission to trading on AIM.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM (‘Admission’). It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on or around 27 July 2021.

Bookbuild of the Placing

Commencing today, Tennyson, Canaccord and WH Ireland will be conducting the Bookbuild to determine demand for participation in the Placing. Each of Tennyson, Canaccord and/or WH Ireland will seek to procure Placees as agent for the Company as part of this Bookbuild. These terms and conditions give details of the terms and conditions of, and the mechanics of participation in, the Placing.

Principal terms of the Bookbuild

  1. By participating in the Placing, Placees will be deemed to have read and understood this announcement and these terms and conditions in their entirety and to be participating and making an offer for any Placing Shares on these terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in these terms and conditions.
  2. Tennyson, Canaccord and/or WH Ireland are arranging the Placing as agents of the Company.
  3. Participation in the Placing will only be available to persons who are Relevant Persons and who may lawfully be and are invited to participate by Tennyson, Canaccord and/or WH Ireland. Tennyson, Canaccord, WH Ireland and their affiliates are entitled to offer to subscribe for Placing Shares as principal in the Bookbuild.
  4. Any offer to subscribe for Placing Shares should state the aggregate number of Placing Shares which the Placee wishes to acquire or the total monetary amount which it wishes to commit to acquire Placing Shares at the Issue Price which is ultimately established by the Company, Tennyson, Canaccord and WH Ireland or at a price up to a price limit specified in its bid. The Issue Price will be jointly agreed between Tennyson,. Canaccord, WH Ireland and the Company following completion of the Bookbuild and will be payable by the Placees in respect of the Placing Shares allocated to them.
  5. The Bookbuild is expected to close on 7 July 2021 but may close earlier or later, at the discretion of Tennyson, Canaccord, WH Ireland and the Company. The timing of the closing of the books and allocations will be agreed between Tennyson, Canaccord, WH Ireland and the Company following completion of the Bookbuild (the ‘Allocation Policy‘). Tennyson, Canaccord and WH Ireland may, in agreement with the Company, accept offers to subscribe for Placing Shares that are received after the Bookbuild has closed.
  6. An offer to subscribe for Placing Shares in the Bookbuild will be made on the basis of these terms and conditions and will be legally binding on the Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation after the close of the Bookbuild.
  7. Subject to paragraph (e) above, Tennyson, Canaccord and WH Ireland reserve the right not to accept an offer to subscribe for Placing Shares, either in whole or in part, on the basis of the Allocation Policy and may scale down any offer to subscribe for Placing Shares for this purpose.
  8. If successful, each Placee’s allocation will be confirmed to it by Tennyson, Canaccord and WH Ireland following the close of the Bookbuild. Oral or written confirmation (at Tennyson’s, Canaccord’s or WH Ireland’s discretion) from Tennyson, Canaccord or WH Ireland to such Placee confirming its allocation will constitute a legally binding commitment upon such Placee, in favour of Tennyson, Canaccord, WH Ireland and the Company to acquire the number of Placing Shares allocated to it on the terms and conditions set out herein. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Company, to pay to Tennyson, Canaccord, WH Ireland (or as Tennyson, Canaccord and WH Ireland may direct) as agents for the Company in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares which such Placee has agreed to acquire.
  9. The Company will make a further announcement following the close of the Bookbuild detailing the Issue Price and the number of Placing Shares to be issued (the ‘Placing Results Announcement‘). It is expected that such Placing Results Announcement will be made as soon as practicable after the close of the Bookbuild.
  10. Subject to paragraphs (g) and (h) above, Tennyson, Canaccord and WH Ireland reserve the right not to accept bids or to accept bids, either in whole or in part, on the basis of allocations determined at Tennyson’s, Canaccord’s and/or WH Ireland’s discretion and may scale down any bids as Tennyson, Canaccord or WH Ireland may determine, subject to agreement with the Company. The acceptance of bids shall be at Tennyson’s, Canaccord’s and/or WH Ireland’s absolute discretion, subject to agreement with the Company.
  11. Irrespective of the time at which a Placee’s allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the time specified, on the basis explained below under the paragraph entitled ‘Registration and Settlement’.
  12. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. All obligations under the Placing will be subject to the fulfilment of the conditions referred to below under the paragraph entitled ‘Conditions of the Placing and Termination of the Placing Agreement’.

Conditions of the Placing

The obligations of Tennyson, Canaccord and WH Ireland under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:

  1. the Company having complied with its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission);
  2. the passing of the resolutions at the General Meeting being held on 26 July 2021;and
  3. Admission having occurred not later than 8.00 a.m. on 27 July 2021 or such later date as the Company, Tennyson, Canaccord and WH Ireland may agree, but in any event not later than 8.00 a.m. on 13 August 2021.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Tennyson, Canaccord or WH Ireland 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.

Tennyson, Canaccord and WH Ireland, at their discretion and upon such terms as they think 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 Tennyson, Canaccord, WH Ireland nor the Company nor 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 Tennyson, Canaccord and/or WH Ireland.

Termination of the Placing Agreement

Tennyson, Canaccord or WH Ireland are entitled at any time before Admission, to terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:

  1. the Company fails, in any material respect, to comply with any of its obligations under the Placing Agreement; or
  2. it comes to the notice of Tennyson, Canaccord or WH Ireland that any statement contained in this announcement was untrue, incorrect or misleading at the date of this announcement or has become untrue, incorrect or misleading in each case in any respect which Tennyson, Canaccord or WH Ireland reasonably considers to be material in the context of the Placing or that any matter which Tennyson, Canaccord or WH Ireland reasonably 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
  3. any of the warranties given by the Company in the Placing Agreement has ceased to be true and accurate in any material respect which Tennyson, Canaccord or WH Ireland 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
  4. 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 the declaration by the United Kingdom of a national emergency or war; 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 Tennyson, Canaccord and/or WH Ireland is materially adverse.

Placing Procedure

Placees shall acquire the Placing Shares to be issued pursuant to the Placing and any allocation of the Placing Shares to be issued pursuant to the Placing will be notified to them on or around 7 July 2021 (or such other time and/or date as the Company, Tennyson, Canaccord and WH Ireland may agree).

Payment in full for any Placing Shares so allocated in respect of the Placing at the Issue Price must be made by no later than 27 July 2021 (or such other date as shall be notified to each Placee by Tennyson, Canaccord or WH Ireland). Tennyson, Canaccord or WH Ireland or the Company will notify Placees if any of the dates in these terms and conditions should change.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission of the Placing Shares will take place within the CREST system, subject to certain exceptions. Tennyson and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee’s jurisdiction. Each Placee will be deemed to agree 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 which they have in place with Tennyson, Canaccord and/or WH Ireland.

Settlement for the Placing will take place on or around 27 July 2021. Interest is chargeable daily on payments to the extent that value is received after the due date from Placees at the rate of 2 percentage points above prevailing LIBOR. Each Placee is deemed to agree that if it does not comply with these obligations, Tennyson, Canaccord and WH Ireland may sell any or all of the Placing Shares allocated to it on its behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. By communicating a bid for Placing Shares, each Placee confers on Tennyson, Canaccord or WH Ireland all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Tennyson, Canaccord or WH Ireland lawfully take in pursuance of such sale. 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 any transaction in the Placing Shares on such Placee’s behalf.

Acceptance

By participating in the Placing, a Placee (and any person acting on such Placee’s behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Tennyson and the Company, the following:

  1. in consideration of its allocation of a placing participation, to subscribe at the Issue Price for any Placing Shares comprised in its allocation for which it is required to subscribe pursuant to these terms and conditions;
  2. it has read and understood this announcement (including these terms and conditions) in its entirety and that it has neither received nor relied on any information given or any investigations, representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares, or otherwise, other than the information contained in this announcement (including these terms and conditions), that in accepting the offer of its placing participation it will be relying solely on the information contained in this announcement (including these terms and conditions) and undertakes not to redistribute or duplicate such documents;
  3. its oral or written commitment will be made solely on the basis of the information set out in this announcement and the information publicly announced to a Regulatory Information Service by or on behalf of the Company on the date of this announcement, such information being all that such Placee deems necessary or appropriate and sufficient 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 or warranties or statements made, by Tennyson, Canaccord, WH Ireland or the Company nor any of their respective affiliates and none of Tennyson, Canaccord, WH Ireland nor the Company will be liable for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement;
  4. the content of this announcement and these terms and conditions are exclusively the responsibility of the Company and agrees that none of Tennyson, Canaccord, WH Ireland nor any of their respective affiliates nor any person acting on behalf of any of them will be responsible for or shall have liability for any information, representation or statements contained therein or any information previously published by or on behalf of the Company, and none of Tennyson, Canaccord, WH Ireland nor the Company, nor any of their respective affiliates or any person acting on behalf of any such person will be responsible or liable for a Placee’s decision to accept its placing participation;
  5. (i) it has not relied on, and will not rely on, any information relating to the Company contained or which may be contained in any research report or investor presentation prepared or which may be prepared by Tennyson, Canaccord, WH Ireland or any of their affiliates; (ii) none of Tennyson, Canaccord, WH Ireland, their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company; (iii) none of Tennyson, Canaccord, WH Ireland their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for any additional information that has otherwise been made available to it, whether at the date of publication of such information, the date of these terms and conditions or otherwise; and that (iv) none of Tennyson, Canaccord, WH Ireland their affiliates or any person acting on behalf of any of such persons makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of any such information referred to in (i) to (iii) above, whether at the date of publication of such information, the date of this announcement or otherwise;
  6. it has made its own assessment of the Company and has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing, and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its decision to participate in the Placing;
  7. it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person, (ii) it is and will remain liable to the Company, Tennyson, Canaccord and WH Ireland for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) if it is in the United Kingdom, it is a person (a) who has professional experience in matters relating to investments and who falls within the definition of ‘investment professionals’ in Article 19(5) of the Order or who falls within Article 49(2) of the Order, and (b) is a qualified investor’ as defined in section 86 of the FSMA, (iv) if it is in a member state of the EEA, it is a ‘qualified investor’ within the meaning of Article 2( E) of the Prospectus Regulation and (v) if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares subscribed by it in the Placing are not being acquired on a nondiscretionary basis for, or on behalf of, nor will they be acquired with a view to their offer or resale to persons in a member state of the EEA in circumstances which may give rise to an offer of shares to the public, other than their offer or resale to qualified investors within the meaning of Article 2(E) of the Prospectus Regulation in a member state of the EEA which has implemented the Prospectus Regulation;
  8. if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made generally available;
  9. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 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, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as may be required by the Regulations;
  10. 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;
  11. it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other Placee or any other person in relation to the Company;
  12. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
  13. it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities 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 these terms and conditions);
  14. unless otherwise agreed by the Company (after agreement with Tennyson, Canaccord and WH Ireland), it is not, and at the time the Placing Shares are subscribed for and purchased will not be, subscribing for and on behalf of a resident of the United States, Canada, Australia, Japan, the Republic of South Africa or any other Excluded Territory and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of any Excluded Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;
  15. it does not expect Tennyson, Canaccord and WH Ireland to have any duties or responsibilities towards it for providing protections afforded to clients under the rules of the FCA Handbook (the ‘Rules‘) or advising it with regard to the Placing Shares and that it is not, and will not be, a client of Tennyson, Canaccord and WH Ireland as defined by the Rules. Likewise, any payment by it will not be treated as client money governed by the Rules;
  16. any exercise by Tennyson, Canaccord or WH Ireland of any rights to terminate the Placing Agreement or of other rights or discretions under the Placing Agreement or the Placing shall be within their absolute discretion and Tennyson, Canaccord and/or WH Ireland shall not have any liability to it whatsoever in relation to any decision to exercise or not to exercise any such right or the timing thereof;
  17. neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee(s) or agent(s) for, and that the Placing Shares will not be allotted to, a person/person(s) whose business either is or includes issuing depository receipts or the provision of clearance services and therefore that the issue to the Placee, or the person specified by the Placee for registration as holder, of the Placing Shares will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;
  18. the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be, and acknowledges that Tennyson, Canaccord, WH Ireland and the Company will not be responsible for any liability to pay stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement; and each Placee and any person acting on behalf of such Placee agrees to participate in the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of Tennyson, Canaccord and/or WH Ireland who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
  19. where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire Placing Shares for that managed account;
  20. if it is a pension fund or investment company, its acquisition of any Placing Shares is in full compliance with applicable laws and regulations;
  21. 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 FSMA;
  22. it has not offered or sold and will not offer or sell any Placing Shares to persons in any member state of the EEA prior to Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive;
  23. participation in the Placing is on the basis that, for the purposes of the Placing, it is not and will not be a client of Tennyson, Canaccord or WH Ireland and that Tennyson, Canaccord or WH Ireland do not have any duties or responsibilities to it for providing the protections afforded to its clients nor for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or the contents of these terms and conditions;
  24. to provide Tennyson, Canaccord, WH Ireland or the Company (as relevant) with such relevant documents as they may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Placing, subject to its legal, regulatory and compliance requirements and restrictions;
  25. any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on its behalf and on behalf of any Placee 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 Tennyson 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. to fully and effectively indemnify and hold harmless the Company, Tennyson, Canaccord and/or WH Ireland and each of their respective affiliates (as defined in Rule 501(b) under the Securities Act) and each person, if any, who controls Tennyson, Canaccord and WH Ireland within the meaning of Section 15 of the Securities Act or Section 20 of the US Exchange Act of 1934, as amended, and any such person’s respective affiliates, subsidiaries, branches, associates and holding companies, and in each case their respective directors, employees, officers and agents from and against any and all losses, claims, damages and liabilities (i) arising from any breach by such Placee of any of the provisions of these terms and conditions and (ii) incurred by Tennyson, Canaccord, WH Ireland and/or the Company arising from the performance of the Placee’s obligations as set out in these terms and conditions;
  27. to indemnify on an after-tax basis and hold the Company, Tennyson, Canaccord, WH Ireland and any of their affiliates and any person acting on their behalf harmless from any and all losses, claims, damages, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgments, agreements and undertakings in these terms and conditions and further agrees that the provisions of these terms and conditions shall survive after completion of the Issue;
  28. in making any decision to subscribe for the Placing Shares, (i) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of this nature 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; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved; (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and (v) will not look to Tennyson, Canaccord or WH Ireland or any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
  29. its commitment to acquire Placing Shares will continue notwithstanding any amendment that may in future be made to the terms and conditions 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 or Tennyson’s, Canaccord’s and/or WH Ireland’s conduct of the Placing; and
  30. Tennyson, Canaccord, WH Ireland and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and undertakings which are irrevocable.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement assumes that such Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer such Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in such Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which none of the Company, Tennyson, Canaccord nor WH Ireland would be responsible and Placees shall indemnify the Company, Tennyson, Canaccord and WH Ireland on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of Tennyson, Canaccord, WH Ireland and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent. If this is the case, it would be sensible for Placees to take their own advice and they should notify Tennyson, Canaccord and WH Ireland accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

Selling Restrictions

By participating in the Placing, a Placee (and any person acting on such Placee’s behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Tennyson, Canaccord, WH Ireland and the Company, the following:

  1. it is not a person who has a registered address in, or is a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to subscribe for Placing Shares;
  2. it has fully observed and will fully observe the applicable laws of any relevant territory, including complying with the selling restrictions set out herein and obtaining any requisite governmental or other consents and it has fully observed and will fully observe any other requisite formalities and pay any issue, transfer or other taxes due in such territories;
  3. if it is in the United Kingdom, it is a person (i) who has professional experience in matters relating to investments and who falls within the definition of ‘investment professionals’ in Article 19(5) of the Order or who falls within Article 49(2) of the Order, and (ii) is a ‘qualified investor’ as defined in section 86 of the FSMA;
  4. if it is in a member state of the EEA, it is a ‘qualified investor’ within the meaning of Article 5 (1) of the Prospectus Regulation;
  5. it is a person whose ordinary activities involve it (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of its business and it undertakes that it will (as principal or agent) acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  6. it is and, at the time the Placing Shares are acquired, will be outside the United States, purchasing in an offshore transaction pursuant to Regulation S;
  7. none of the Placing Shares have been or will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States;
  8. none of the Placing Shares may be offered, sold, taken up or delivered directly or indirectly, in whole or in part, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;
  9. if it is in South Africa, it is a person falling within a category of person listed in section 96 of the South African Companies Act, 2008 as not being a member of the public;
  10. if it is in Australia, it is a person who falls within an exemption from disclosure to investors in Australia under the Australian Corporations Act 2001 (Cth) (the ‘Corporations Act‘), including a ‘sophisticated investor’ within the meaning of Section 708(8) of the Corporations Act or a ‘professional investor’ within the meaning of Section 708(11) of the Corporations Act or a ‘wholesale client’ within the meaning of Section 761(G) of the Corporations Act;
  11. it (on its behalf and on behalf of any Placee on whose behalf it is acting) has (a) fully observed the laws of all relevant jurisdictions which apply to it; (b) obtained all governmental and other consents which may be required; (c) fully observed any other requisite formalities; (d) paid or will pay any issue, transfer or other taxes; (e) not taken any action which will or may result in the Company, Tennyson, Canaccord or WH Ireland (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Placing: (f) obtained all other necessary consents and authorities required to enable it to give its commitment to subscribe for the relevant Placing Shares and (g) the power and capacity to, and will, perform its obligations under the terms contained in these terms and conditions.

Miscellaneous

The Company reserves the right to treat as invalid any application or purported application for Placing Shares that appears to the Company or its agents to have been executed, effected or dispatched from the United States or an Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of Placing Shares in an Excluded Territory or the United States, or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates.

When a Placee or person acting on behalf of the Placee is dealing with Tennyson, Canaccord or WH Ireland, any money held in an account with Tennyson, Canaccord and/or WH Ireland 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 the 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 Tennyson’s, Canaccord’s or WH Ireland’s money in accordance with the client money rules and will be used by Tennyson, Canaccord or WH Ireland in the course of their own business; and the Placee will rank only as a general creditor of Tennyson, Canaccord or WH Ireland.

Times

Unless the context otherwise requires, all references to time are to London time. All times and dates in these terms and conditions may be subject to amendment. Tennyson, Canaccord and/or WH Ireland will notify Placees and any persons acting on behalf of the Placees of any changes.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

SOURCE: i3 Energy PLC

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https://www.accesswire.com/654521/i3-Energy-PLC-Announces-Alberta-Acquisition-and-Proposed-Placing

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