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 ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA,
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")
Proposed Placing and Subscription to raise approximately US$20 million (£16 million)
and Open Offer to raise up to US$4 million (£3.2 million)
Chariot (AIM: CHAR), the African focused transitional energy company, is pleased to announce its intention to undertake a fundraising of approximately
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 Cenkos Securities Plc and
As part of the Fundraising, the Company proposes to raise up to
Highlights:
· Placing and subscription to raise gross proceeds of approximately
· Open Offer on the basis of 1 Open Offer Share for every 47 Existing Ordinary Shares held1.
· As part of the Subscription, certain Directors of the Company intend to subscribe for New Ordinary Shares for approximately
· The net proceeds of the Fundraise will be used to:
o Advance the engineering and design of the
o Progress renewable power pipeline, strategic partnering and new venture opportunities.
· Following the close of the Bookbuild, the Company expects to send the Circular, containing a notice of General Meeting, on or about
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
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 Fundraise 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 Fundraise 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.
Commenting on the Fundraising,
"Following our successful drilling campaign offshore
The funds raised through this placing will enable us to accelerate our development plans and will also support our growing
Enquiries:
|
+44 (0)20 7318 0450
|
Cenkos Securities Plc (Nominated Adviser and Joint Bookrunner)
|
+44 (0)20 7397 8900
+44 (0) 20 7894 7000 |
Mark Antelme,
|
+44 (0)20 8434 2754 |
NOTES FOR EDITORS:
About Chariot
Chariot is an African focused transitional energy group with two business streams,
The ordinary shares of
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, SELL, ACQUIRE OR DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA,
Cenkos, which is authorised and regulated in the
Peel Hunt, 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 - 1.25
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
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
Qualifying Shareholders may apply for Open
1 Open Offer Share for every 47 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
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
Overseas Shareholders
The Open
The Open
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
If a Qualifying Shareholder does not wish to apply for Open
General Meeting
The Placing, the Subscription and the Open Offer are each conditional, inter alia, upon the passing of the Fundraise Resolutions by Shareholders at the General Meeting, to be held at
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.
Background
Chariot is an African focused transitional energy group with two business streams,
Transitional Gas
Significant Gas Discovery on the doorstep of
Chariot, through its wholly-owned subsidiary Chariot Morocco, has a 75 per cent. interest and operatorship of the
Chariot spud the Anchois-2 appraisal and exploration well as planned in
As part of the drilling campaign, the Anchois-1 well, previously drilled in 2009, was efficiently located, inspected and confirmed in its potential as a future producer. Both wells have now been suspended and further analysis continues to evaluate the scale and economics of the development. With two confirmed gas discovery wells and data available from the comprehensive sub-surface sampling programme, this drilling programme has directly de-risked a material portfolio of prospects as well as the wider prospectivity within different plays across the licence.
A post-drill reserves report is in the process of being updated but the Directors believe that the economics of the project are robust. The project consists of a base case development for Anchois, with a 70 million standard cubic feet per day plateau production rate from the 2C contingent resource (pre-drill), delivering NPV 10 of
Development plans
Given the high quality and consistent nature of the gas composition, production from all reservoirs can potentially be processed through a single facility which would enable a simple development that utilises conventional technology. The Anchois wells are also favourably located near to onshore existing gas infrastructure which facilitates the subsea to shore development. The development plan from a pre-FEED study consists of two initial subsea wells tied into a subsea manifold with a 40km offshore flowline connected to an onshore gas processing facility. From here, a short 40km pipeline will connect to the trunk pipeline to
Rissana Offshore licence - capturing additional upside
In addition, the Group has entered into a Petroleum Agreement for the Rissana Offshore licence which surrounds the
Domestic and European markets
Growing power and industrial demand from
Supplying domestic demand in
Since the acquisition and integration of the new
· an MoU with Tharisa plc, the platinum group metals and chrome producer, to develop, finance, construct, own, operate and maintain a 40 MW solar photovoltaic (PV) project for the supply of electricity to the Tharisa mine, in the
· a partnership with First Quantum Minerals a global mining and metals company, to advance the development of a 430 MW solar and wind power project for its mining operations in
Both agreements set the foundations for flagship projects within these countries, will serve to materially reduce the carbon footprints of each asset and underpin Chariot's ongoing commitment to assist mining companies in their transition to renewable energy sources by delivering lower cost, sustainable and reliable power in
This strategic partnership with Total Eren was extended for three years from
Green Hydrogen
As announced in
As announced on
Reasons for the Fundraise
Further to the success of the drilling programme and analysis to date, the Board is focused on bringing the Anchois gas development online, with the intention of fast tracking towards material cashflows as quickly as possible. The majority of the proceeds of the fundraise will be utilised for this purpose. The FEED project is ready to commence and the partnering process is underway. The Company is looking for long term, strategically aligned partners in both upstream and downstream capacities. The next commercial steps will be negotiating and completing gas sales agreements and securing project finance and, as recently announced, Societe Generale ("SocGen") has been appointed to lead the project financing.
In tandem with the development of Anchois, the Company will continue to advance its strategic partnering at the
The Group will also continue to assess other opportunities in transitional gas and investigate whether synergies can be found with other transitional energy projects.
Use of Proceeds
The Company is proposing to use the net proceeds of the Fundraising as follows:
Advance the engineering and design of the |
|
Progress renewable power pipeline, strategic partnering and new venture opportunities |
|
Total |
|
Any funds raised though the Open Offer will be used to supplement the Group's working capital.
As at
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
2022 |
Announcement Launch of ABB |
4.30 p.m on 18 May |
Announcement of Result of ABB |
approx. |
Record date of Open Offer |
|
Ex-entitlement date for Open Offer |
|
Posting of Circular, Form of Proxy and Application Form |
23 May |
Open Offer Entitlements and Excess |
|
Latest recommended time and date for requesting withdrawal of Open Offer entitlements from |
|
Latest time and date for depositing Open Offer entitlements into |
|
Latest time and date for splitting application forms (to satisfy bona fide market claims only) |
|
Latest time and date for receipt of Open Offer application forms and payment in full under the Open Offer and settlement of relevant |
|
Announcement of results of Open Offer |
7 June |
Latest time and date for receipt of Forms of Proxy and |
|
General Meeting |
|
Announcement of results of General Meeting |
Following General Meeting on 10 June |
Admission of New Ordinary Shares |
|
New Ordinary Shares credited to |
13 June |
Dispatch of definitive share certificates in certified form in respect of the Placing Shares, Subscription Shares and Open |
By 20 June |
Notes
1. Each of the times and dates set out in the above timetable and mentioned in this Announcement are subject to change by the Company (with the agreement of the Joint Bookrunners), in which event details of the new times and dates will be notified to
2. References to times in this Document 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 ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA")
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 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.
This announcement and appendix do not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any member state of the EEA. The Placing Shares will not be lodged with or registered by any applicable body or security exchange of any member state of the EEA. No prospectus or other form of offer document has been or will be prepared in connection with the Placing or has been or will be approved by any competent authority of a member state of the EEA.
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, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in the
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
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
1.2 The Company also intends to conduct an open offer to raise gross proceeds of up to
1.3 The Company has appointed Cenkos Securities plc ("Cenkos") and
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
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
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
2.12 To the fullest extent permissible by law and applicable
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
3.2 Application will be made to
4. PLACING AND OPEN OFFER AGREEMENT
4.1 On
4.2 The Joint Bookrunners' obligations under the Placing and Open Offer Agreement in respect of the Placing Shares and Open
(a) the Company procuring that the Circular and the notice of a general meeting of the shareholders of the Company to approve the Fundraise Resolutions (as defined below) is sent to shareholders by no later than
(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 "Fundraise 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
(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
(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 ("
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
9.2 The Company will (or will procure its registrar or transfer agent to) deliver the Placing Shares to
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 Fundraise Resolutions, it is expected that settlement will take place on or about
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
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,
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; and
(ii) is also a person falling within one or more of the categories of persons referred to in article 19 (investment professionals) or 49 (high net worth companies, etc) of the Order or is a person to whom the Placing may otherwise be made or to whom the Placing Shares may otherwise be directed without an approved prospectus having been made available to the public in the
(iii) understands, recognises and acknowledges that no prospectus has been or will be approved in connection with the Placing by the
(iv) if it is not in the
(b) 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;
(c) if it is in a jurisdiction outside the
(d) without prejudice to paragraph (c) above, if the Purchaser is in
(e) it (and any account for which it is purchasing) (i) is not a
(f) it (and any account for which it is purchasing) (i) acknowledges that it has not acquired the Placing Shares as a result of any directed selling efforts (as this term is used in Regulation S) or any general solicitation or general advertising (as these terms are used in Regulation D under the
(g) time shall be of the essence as regards obligations pursuant to this Appendix;
(h) 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 any member state of the EEA,
(i) the Placing Shares have not been and will not be registered under the securities legislation of any member state of the EEA,
(j) it acknowledges that this Announcement has not been approved by the
(k) 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;
(l) 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;
(m) 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;
(n) 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;
(o) 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 and, in particular, neither the Purchaser nor any other person for whose account it is purchasing the Placing Shares has any intention to distribute either directly or indirectly any of the Placing Shares in
(p) 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;
(q) 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;
(r) 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;
(s) 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;
(t) it shall obtain its own advice regarding the tax consequences in any jurisdiction of purchasing, owning or disposing of any Placing Shares;
(u) 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;
(v) 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;
(w) it acknowledges that an investment in the Placing Shares involves a degree of risk;
(x) 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;
(y) 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;
(z) it has been independently advised as to any resale restrictions under applicable securities laws in its own jurisdiction;
(aa) 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);
(bb) 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;
(cc) 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;
(dd) 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;
(ee) 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, 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;
(ff) 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;
(gg) 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;
(hh) the ordinary shares of £0.01 each in the capital of the Company are (and the Placing Shares issued pursuant to the Placing will be) admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other AIM quoted company, without undue difficulty;
(ii) 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, 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;
(jj) 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;
(kk) 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;
(ll) 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;
(mm) if it is a financial intermediary, as that term is used in Article 3(2) 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 in the
(nn) 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
(oo) 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;
(pp) 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;
(qq) 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;
(rr) 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;
(ss) 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;
(tt) 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;
(uu) 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;
(vv) 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;
(ww) 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
(xx) 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;
(yy) 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
(zz) 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;
(aaa) 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;
(bbb) that past performance is no guide to future performance and persons needing advice should consult an independent financial adviser;
(ccc) 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;
(ddd) 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;
(eee) 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
(fff) 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 AIM market of London Stock Exchange plc.
AIM Rules means the AIM rules for companies published by London Stock Exchange plc.
Anchois means the gas discovery containing audited 2C contingent resources of 361 Bcf, located in the Company's Lixus Offshore Licence,
Anchois Gas Development means the development of the Anchois gas discovery, located in the Company's Lixus Offshore Licence
Joint Bookrunner means Cenkos Securities Plc and
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.
Cenkos means Cenkos Securities plc, acting as Joint Bookrunner in connection with the Placing.
Chariot
Circular means the circular, expected to be published by the Company on or about 23 May 2022, in relation to the Placing, Subscription and Open Offer.
Closing Date means the date upon which settlement of the Placing Shares and the Subscription Shares is due to take place being on or around 13 June 2022.
Company or Chariot means
Directors or Board means the board of directors of the Company.
EEA means The European Economic Area.
Essakane project means the project to supply 15MW solar PV power as part of a hybrid solar-thermal power solution to the Essakane gold mine in
EU means the
Excess Application Facility means the arrangement pursuant to which Qualifying Shareholders may apply for additional Open
Existing Ordinary Shares means the 827, 071, 815 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.
FSMA means Financial Services and Markets Act 2000.
Fundraise Resolutions means the Resolutions numbered 1 and 3 in the Notice of General Meeting, relating to the Fundraising.
Fundraising or Fundraise means the Placing, Subscription and the Open Offer.
GSA means gas sales agreement.
Group means the group of which the Company is the parent.
Issue Price means 18 pence per New Ordinary Share.
London Stock Exchange means London Stock Exchange plc.
MAR means the Market Abuse Regulation (EU) No.596/2014, as retained and applicable in the
New Ordinary Shares means the Placing Shares, Subscription Shares and the Open
Notice of General Meeting means the notice of the General Meeting included within the Circular.
NPV means net present value.
Open Offer means the conditional invitation proposed to be made by the Company to Qualifying Shareholders to subscribe for the Open
Open
Ordinary Shares means ordinary shares of 1 penny each in the capital of the Company.
Peel Hunt means
Placees means the institutional investors participating in the proposed 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 agreement to be entered into between the Company, Cenkos and Peel Hunt in connection with the Placing and the Open Offer.
Placing Shares means new Ordinary Shares which may, pursuant to the Placing, be allotted and issued fully paid up at the Issue Price and admitted to trading on AIM.
Prospectus Regulation means the
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 19 May 2022.
Registrar means Link Group, the registrar to the Company.
Regulation S means Regulation S under the
Relevant Persons has the meaning given in Appendix 2.
Resolutions means the resolutions set out in the Notice of General Meeting, including the Fundraise Resolutions.
RNS means the regulatory information service approved by London Stock Exchange plc for the distribution of AIM announcements.
Shareholders means holders of Ordinary Shares.
Subscription means the proposed subscription for the Subscription Shares at the Issue Price by certain Directors and other investors.
Subscription Shares means the new Ordinary Shares which may, pursuant to the Subscription, be allotted and issued fully paid up at the Issue Price and admitted to trading on AIM.
Total Eren means Total Eren S.A.
All references in this announcement to "£", "pence" or "p" are to the lawful currency of the
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