HELIUS ENERGY PLC
1 September 2014
Helius Energy plc
("Helius" or the "Company")
Projects Update and Additional Financing
Projects update
Rothes Project
The Company's CoRDe project in Rothes, Morayshire, has now completed its first complete year of commercial operation. It is currently performing well, marginally exceeding its production design capacity in its first month following the planned maintenance shutdown in July.
During the year the plant experienced some early reliability issues associated with the draff drying system and evaporator, both leading to higher than planned operating costs. In spite of these issues the plant achieved higher electricity output than expected, albeit at lower than anticipated electricity prices. Collectively, this has led to lower profits than originally envisaged for the first year due to the increased operating costs. The Directors believe that the technical issues have now been resolved, and this should point towards an improved financial performance providing the electricity pricing outlook remains positive, in which case the Company would expect its first dividend from the project to accrue in the first half of 2015. On this basis, the Board believes that CoRDe is a high quality project, which would be attractive to investors and could command a valuation in excess of that attributed at financial close.
Avonmouth Project
The Board believes that Helius is making good progress towards finalising commercial arrangements for funding its 100MWe Avonmouth project.
As announced by the Company on 22nd October 2013, the Avonmouth project has been pre-qualified under the UK Guarantees Scheme as eligible to receive a government-backed loan guarantee for a proportion of the project's senior debt. The Company continues to work with its club of banks, including (amongst others) Royal Bank of Scotland, and the Directors are confident that the project debt work streams, which include the final aspects of due diligence of the banks, will fit within the timetable of the project equity.
The current total capital cost of construction of the project, including senior lender fees and interest during construction, is projected to be c. £380m. The Board currently anticipates that c. £155m of this will be raised from equity partners with the balance being provided by senior debt. Macquarie Group has been engaged to coordinate the recruitment of equity for the project and a process is underway with a shortlist of equity partners to secure the equity required to commence construction of the plant.
Amongst those potential equity partners is an investment grade industrial partner which would assume a direct operational involvement in the project. That potential partner has submitted a non-binding expression of interest in respect of the acquisition of a significant minority stake in the project and is engaged in detailed due diligence. Whilst there can be no guarantee as to the successful completion of this process, the Board believes that the involvement of this partner will facilitate the securing of other partners who have been approached as part of the equity process. In addition to these industrial partners, the balance of the equity is expected to be contributed by an investor with a track record of investing in significant renewable infrastructure projects and Macquarie Group may also participate in the project equity. The Directors expect that the structure will permit the Company the opportunity to increase its shareholding in the project equity through a cash investment following financial close, which the Company would be likely to seek to finance through an equity fundraise at the appropriate time.
Based on negotiations to date, the Directors expect the Company to receive a development fee of c. £10 million on financial close, through which it would recoup its capitalised development expenditure on Avonmouth, and a further c. £10 million paid in stages against significant project milestones (for example, completion of the boiler slab, delivery of the steam turbine or commencement of commissioning). In respect of its services to the project through the construction process, the Directors expect that the Company would receive a management fee of an amount which would cover a majority of the Company's operating costs. Once the project becomes operational, this management fee is expected to reduce to a lower level. The Directors expect the Company to retain a c. 10% minority interest in the project, which would be finalised at financial close based on projected overall project returns and third party hurdle rates. As these terms are the subject of ongoing negotiations, there can be no guarantee that the finally agreed terms will necessarily reflect the foregoing. In addition, the final terms will be affected by movements in commodity, foreign exchange and debt markets up to the point of financial close.
The Directors are pleased with the level of momentum in the Avonmouth project negotiations and believe that financial close in November 2014 is achievable, although this remains subject to satisfactory due diligence by potential equity partners and senior debt providers and the successful completion of negotiations. The Company is however exposed to the risk of further delays to the finalisation of the project. The planning permission for the project, whilst capable of extension, currently expires in late March 2015 if construction has not commenced prior to then and the Directors also believe that, in order to give adequate time for potential construction delays, ROC accreditation deadlines require construction to have started in the first half of 2015.
Southampton Project
The Company continues to work on preparation of an amended scheme, which will be used as the basis for a full application to the National Infrastructure Directorate of the Planning Inspectorate for a Development Consent Order. The amended scheme will take into account feedback from the consultations held by the Company in respect of the Southampton project.
Additional Funding
As disclosed most recently in the Company's half year results announcement on 30 June 2014, the delay in reaching financial close on Avonmouth means that the Company needs to raise further corporate funding to meet its short-term working capital requirements. The Directors intend to raise funds by allotting shares in the Company within the pre-emption limits permitted by the resolution of the shareholders of the Company passed at the Company's annual general meeting held on 28th March 2014, in order to meet the short-term working capital requirements of the Company and to provide negotiating flexibility in respect of the Avonmouth project.
The total funds raised before expenses will be £874,334. The new ordinary shares in the Company will be allotted at a price of 7 pence per share, representing a discount of approximately 3.5% to the closing price of 7.25 pence on 29 August 2014.
The total number of ordinary shares in the Company in issue following completion of the fundraise will be 195,300,468.
Having discussed the fundraise with certain of the Company's larger institutional and other shareholders, the fundraise will be substantially subscribed by Directors of the Company. Their individual subscriptions will be as follows:
Director | Number of shares subscribed for | Funds raised |
Alastair Salvesen (Non-Executive Director) | 4,500,000 | £315,000 |
Angus MacDonald (Non-Executive Director) | 2,857,143 | £200,000 |
Christopher Corner (Commercial Director) | 357,143 | £25,000 |
John Seed (Chairman) | 357,143 | £25,000 |
William Ingram Hill (Chief Operating Officer) | 142,857 | £10,000 |
Adrian Bowles (Chief Executive Officer) | 107,143 | £7,500 |
Alan Lyons (Chief Financial Officer) | 100,000 | £7,000 |
Total | 8,421,429 | £589,500 |
The Directors intend to continue to control costs tightly and, assuming the projects in development progress as planned, the Board believes that the fundraise will secure the Company's funding position to November 2014, when it is aiming to achieve financial close on Avonmouth. In the event that the Company is unable to secure financing for the Avonmouth Project on suitable terms, or at all, within that period, it is likely that the Company will need to raise additional financing. The Company will also continue to explore its options to maximise value from its projects.
Related party transactions
By virtue of their roles as directors of the Company, Alastair Salvesen, Angus MacDonald, Christopher Corner, John Seed, William Ingram Hill, Adrian Bowles and Alan Lyons are each considered a "related party" as defined under the AIM Rules, and the subscription for shares in the Company by each of them constitutes a related party transaction for the purpose of Rule 13 of the AIM Rules. Accordingly, the sole Director of the Company who is not subscribing for new shares in the Company, having consulted with Numis Securities Limited in its capacity as the Company's nominated adviser, considers the terms of the subscription to be fair and reasonable insofar as the Company's shareholders are concerned.
Helius' Chief Executive Officer, Dr Adrian Bowles, said: "Completion of the first full year of commercial operation by our Rothes plant is an important milestone for the Company. The operational improvements we have introduced during the year have further enhanced the high quality of the project. We are making good progress towards the financing of our Avonmouth project with strong momentum in our discussions with potential equity partners. The interest of an industrial player in taking a stake in the project is encouraging and we are hopeful of reaching financial close in November 2014. Delivering this milestone will provide a sound platform on which to continue to develop and operate our portfolio of projects and a proven and credible suite of counterparties."
For more information please contact:
Helius Energy plcTel: +44 (0) 20 7723 6272
Adrian Bowles, Chief Executive Officer
Alan Lyons, Chief Financial Officer
Numis Securities LtdTel: +44 (0) 20 7260 1000
Jamie Lillywhite (as Nominated Adviser)
James Black (as Corporate Broker)
Citigate Dewe Rogerson Tel: +44 (0) 20 7282 2867
Chris Gardner
Malcolm Robertson
IMPORTANT INFORMATION
This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to subscribe for or a solicitation of an offer to buy or subscribe for any securities in any jurisdiction including in which such an offer or solicitation is prohibited and is not for distribution in or into, without limitation, the United States, Canada, Australia or Japan (the "Excluded Territories"), or to US persons (within the meaning of Regulation S of the United States Securities Act 1933 (as amended)) (the "Securities Act").
The Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state in the United States or any Excluded Territory and, unless an exemption under such act or laws is available may not be offered for sale or subscription or sold or subscribed directly or indirectly within the Excluded Territories or for the account or benefit of any national, resident or citizen of the Excluded Territories. No public offering of securities will be made in the United States. The distribution of this Announcement in other jurisdictions may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is the Company's nominated adviser and broker. Numis' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person. Numis is acting exclusively for the Company in relation to the matters, transactions and arrangements detailed in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the content of this announcement or any matter, transaction or arrangement discussed or referred to in it.
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 Numis or by any of its 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, apart from the responsibilities and liabilities (if any) imposed on Numis by the Financial Services and Markets Act 2000 (as amended), any liability therefor is expressly disclaimed.
The contents of this Announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this Announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
This Announcement contains certain statements that are or may be "forward-looking statements". These statements typically contain words such as "intends", "expects", "anticipates", "estimates" and words of similar import. All the statements other than statements of historical facts included in this Announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations are forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and therefore undue reliance should not be placed on such forward-looking statements. There are a number of factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future and such assumptions may or may not prove to be correct. Forward-looking statements speak only as at the date they are made. Neither the Company nor Numis nor any other person undertakes any obligation (other than, in the case of the Company, pursuant to the AIM Rules for Companies) to update publicly any of the information contained in this Announcement, including any forward-looking statements, in the light of new information, change in circumstances or future events.
DEFINITIONS
In this Announcement (including the Appendix):
'Admission' means the proposed admission of the Placing Shares to trading on AIM becoming effective;
'Announcement' means this announcement (including the appendix to this announcement);
'CREST' means the relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended (in respect of which Euroclear UK & Ireland Limited is the operator);
'FCA' means the Financial Conduct Authority of the United Kingdom acting in its capacity as the competent authority for the purposes of Part IV of FSMA;
'FSMA' means the Financial Services and Markets Act 2000 (as amended);
'London Stock Exchange' means the London Stock Exchange plc;
'Numis' means Numis Securities Limited (registered in England and Wales with number 02285918);
'Ordinary Share' means an ordinary share of 1 pence each in the capital of the Company;
'Placee' means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given;
'Placing' means the placing of the Placing Shares by Numis, on behalf of the Company, with new and/ or existing investors;
'Placing Arrangements' means the arrangements set out in the letter between the Company and Numis dated 27 August 2014 in respect of the Placing;
'Placing Price' means 7 pence per Placing Share;
'Placing Shares' means the 12,490,486 Ordinary Shares to be issued pursuant to the Placing;
'Prospectus Directive' means the Directive of the European Parliament and of the Council of the European Union 2003/71/EC;
'Regulatory Information Service' means a services provider that is authorised by the FCA to provide comparable regulatory disclosure services to AIM companies and that is on the list of Authorised Regulatory Information Service Providers maintained by the FCA;
'Securities Act' means the US Securities Act of 1933, as amended;
'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland; and
'United States' or 'US' means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) FALL 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 APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THE ANNOUNCEMENT INCLUDING THIS APPENDIX IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THE ANNOUNCEMENT INCLUDING THIS APPENDIX IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THE ANNOUNCEMENT INCLUDING THIS APPENDIX IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
NEITHER THE CONTENT OF THE COMPANY'S WEBSITE (OR ANY OTHER WEBSITE) NOR THE CONTENT OF ANY WEBSITE ACCESSIBLE FROM HYPERLINKS ON THE COMPANY'S WEBSITE (OR ANY OTHER WEBSITE) IS INCORPORATED INTO, OR FORMS PART OF, THIS ANNOUNCEMENT.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
The price of shares and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of shares.
Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares, will be deemed to have read and understood the Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the European Economic Area (the "EEA") which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Numis has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and
3. (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States, (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S (as defined below); or (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S.
The Company and Numis will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred 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 the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act ("Regulation S").
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; 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, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
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.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.
Details of the Placing
Numis has entered into the Placing Arrangements with the Company under which Numis has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares. The Placing has not been underwritten.
The Placing is conditional upon Admission becoming effective.
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.
Application for admission to trading
Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on AIM ("Admission"). It is expected that settlement of any such shares and Admission will become effective on or around 4 September 2014 and that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Numis (whether through itself or any of its affiliates) is arranging the Placing as placing agent of the Company for the purpose of using reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis. Numis and/or its affiliates may participate in the Placing as principal.
3. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
4. The placing price will be a fixed price of 7 pence per Placing Share (the "Placing Price").
5. Each Placee's allocation will be confirmed to Placees orally by Numis and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Numis and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Articles of Association.
6. Except as required by law or regulation, no press release or other announcement will be made by Numis or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
7. Irrespective of the time at which a Placee'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".
8. All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Arrangements".
9. By participating in the Placing, each Placee will agree 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.
10. To the fullest extent permissible by law, none of the Company, Numis or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Company, Numis or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Numis's conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Numis shall have no liability to the Placees for the failure of the Company to fulfil those obligations.
Liability of the Company or Numis
Neither Numis nor the Company 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 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 Numis.
Right to terminate under the Placing Arrangements
The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Numis of any right of termination or other discretion under the Placing Arrangements shall be within the absolute discretion of Numis, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Numis, the Company or any of their respective directors or employees under the Placing Arrangements pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Numis or any other person and neither Numis nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Numis, the Company, or their respective officers, directors, employees or agents. 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. Neither the Company nor Numis are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee 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.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B1GF9F36) following Admission will take place within CREST provided that, subject to certain exceptions, Numis reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note, in accordance, where relevant, with the standing arrangements in place with Numis, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with ether the standing CREST or certificated settlement instructions that it has in place with Numis.
It is expected that settlement will be on 4 September 2014 on a T+3 basis in accordance with the instructions set out in the trade confirmation or contract note.
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