THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN VAULTZ CAPITAL PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF VAULTZ CAPITAL PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY . IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING .
Press release
1 August 2025
Vaultz Capital plc
("Vaultz Capital", "Vaultz" or the "Company")
Subscription with Strategic Investor
Placing to raise £2 million
Broker Fee Shares
Directorate Change
Bitcoin Advisory Board
Vaultz Capital plc (AQSE:V3TC), a digital asset operating company, is pleased to announce a proposed Capital Raising (as defined below) through the issue of new ordinary shares of 1 pence each ("Ordinary Shares") at 7.75 pence (the "Issue Price") per share. The Company intends to raise approximately £6 million (before expenses) via the Subscription (as defined below) and Placing (as defined below) (together the "Capital Raising") anchored by a cornerstone investment of approximately £2.6 million from Aura.
The Company has raised £4,275,000 through the subscription of 55,161,290 new ordinary shares of 1 pence each ("Ordinary Shares") at 7.75 pence (the "Issue Price") per share ("Subscription Shares") to certain subscribers with the key participation of Aura Digital Limited ("Aura") as a cornerstone strategic investor in the Company (the "Subscription"). In addition to the Subscription, the Company announces a proposed Placing (as defined below) through the issue of new Ordinary Shares at the Issue Price.
Furthermore, the Company announces changes to the composition of the Board and the establishment of a newly formed Bitcoin Advisory Board to support the Board of Directors in executing its core digital asset operating strategy and advancing the Company's Bitcoin Treasury initiative.
Capital Raising Highlights
· Capital Raising targeting total gross proceeds of approximately £6 million (before expenses).
· Subscription of £4,275,000, approximately £2.6 million of which have been secured through cornerstone investment by Aura, as part of the Capital Raising.
· This investment represents the first in a series of anticipated supportive capital raises to underpin the Company's expansion plans.
· Aura manages and controls assets including a significant number of Bitcoin and other crypto assets, and forms part of a major global consortium with extensive crypto sector experience, operational capabilities, and access to long-term capital to support the Company's growth and Bitcoin treasury strategy.
Capital Raising
The Placing is being conducted by way of a placing of new Ordinary Shares (the "Placing Shares") at the Issue Price.
Aura Ltd
Aura manages and controls assets including significant Bitcoin and other crypto assets and forms part of a major global consortium with extensive crypto sector experience, operational capabilities, and access to long-term capital to support the Company's growth and Bitcoin Treasury strategy. Aura is directed and managed by prominent individuals including chairman David Craven and advisor Hilary Stewart Jones.
David Craven is a senior executive who has been pivotal in the expansion and exits for many recognised groups across a 30-year professional career.
David was managing director of the statutory monopoly The Tote for six years and jointly led its privatisation and was a co-founder of broadband and interactive TV media group, UPC Chello which he floated in 1999 at a valuation of $1bn. Significantly, as CEO of National Lottery operator Allwyn Entertainment Limited, he led the company, under intense regulatory scrutiny, in its successful bid to operate the fourth National Lottery Licence (4NL) and the subsequent buyout of Camelot in 2022, following a two-year bidding process. David is currently the Chair of Good Life Plc.
Hilary Stewart Jones is a practicing UK lawyer at Harris Hagan who has specialized in assisting gambling companies and associated businesses since 1995, both in house and in private practice. She headed sector teams as a partner at BLP and DLA UK LLP, where she was able to leverage an international network to help support the burgeoning multi-jurisdictional online gambling industry from 2000-2013. From 2013 to 2015 she served on the board of Playtech PLC, the LSE Main Market listed software house, becoming Deputy Chairman in 2014.
Placing
The Issue Price represents a discount of approximately 18.42 per cent. to the closing bid-price of 9.5 pence per Ordinary Share on 31 July 2025.
The final number of Placing Shares will be determined by the Bookrunners, in consultation with the Company, at the close of the Bookbuild and the result of the Placing (including the final number of Placing Shares) will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and the allocation of the Placing Shares will be determined by the Bookrunner (in consultation with the Company).
The Placing is subject to the terms and conditions set out in Appendix II to this announcement (this "Announcement"). The appendices to this announcement (the "Appendices") forms part of this Announcement. The Capital Raising is not being underwritten.
Global Investment Strategy UK Limited ("GIS")] and Alternative Resource Capital a trading name of Shard Capital Partners LLP ("ARC") are acting as bookrunners ("Bookrunners" or "Brokers") in connection with the Placing. Cairn Financial Advisers LLP ("Cairn") is acting as AQSE Corporate Adviser to the Company in connection with the Admission (as defined below).
Appointment of Chief Executive Officer
The Company is pleased to announce the intended appointment of Erik Benz as Chief Executive Officer, subject to completion of normal regulatory due diligence. Mr. Benz is a highly experienced digital asset strategist and entrepreneur with over a decade of leadership across the crypto, Web3, fintech, and AI sectors.
Mr. Benz has played a foundational role in the development of the global digital asset economy. As an early investor in Blockchain Capital-the first venture capital fund to accept Bitcoin-he has consistently been at the forefront of sector innovation. In 2013, he co-founded GoCoin with Brock Pierce, enabling global businesses to accept cryptocurrency payments at a time of early adoption. Subsequently, he was involved in the launch of Uphold (formerly BitReserve), a multi-asset digital platform bridging crypto, fiat, and commodities. He later served as CEO of Changelly, the world's first crypto swap exchange, which redefined digital asset accessibility on a global scale.
Mr. Benz also founded the UK Digital Currency Association to support regulatory engagement and crypto policy development. In 2023, he launched Flashy, a Web3 infrastructure platform focused on creator economies, digital identity, and cultural finance. He currently serves as a Venture Banking Partner at DNA Fund and advises a global portfolio of companies across emerging technologies.
Formation of Bitcoin Advisory Board
Vaultz Capital plc is pleased to announce the formation of a Bitcoin Advisory Board to support the Board of Directors in executing its core digital asset operating strategy and advancing the Company's Bitcoin Treasury initiative. The Advisory Board will provide expert counsel on blockchain infrastructure, regulatory engagement, institutional market access, and long-term treasury management. Initially, the Bitcoin Treasury Board will consist of the following individuals:
Hans Henrik Hoffmeyer
Co-founder Coinify
Co-founder and former COO of Coinify, a blockchain payments platform acquired twice under his leadership. With more than 30 years' experience in payments and fintech, Mr. Hoffmeyer has been involved in shaping European crypto regulation, including through contributions to AMLD5 and MiCA. His expertise in regulated digital asset operations will support the Company's strategic development.
Marc Taverner
CEO and Co-Founder, XEROF
Marc Taverner brings over 30 years of global experience in the technology and blockchain sectors. He is currently the CEO and Co-Founder of XEROF, a Swiss-regulated financial services firm specialising in cryptoasset payments and treasury solutions. Marc previously served as Executive Director of INATBA, the blockchain industry's principal trade association backed by the European Commission and Abu Dhabi Global Market, where he led policy engagement during the development of the EU's MiCA regulation. He was also a senior executive at Bitfury, a firm in crypto mining, blockchain infrastructure, and ASIC design. His early career spans multiple successful tech ventures across internet communications and fintech.
Further details on the Placing
The Bookrunners will commence an accelerated bookbuilding process in respect of the Placing immediately following the publication of this Announcement (the "Bookbuild").
The timing of the closing of the book and allocations are at the discretion of the Bookrunners (who will consult with the Company). Details of the final number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.
The Capital Raising Shares if issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Application will be made for the Capital Raising Shares to be admitted to trading on AQSE. Settlement of the Capital Raising Shares and Admission are expected to take place on or around 8.00 a.m. on 7 August 2025.
The Placing is conditional, among other things, upon Admission becoming effective and the placing agreement between the Company, Cairn and the Brokers (the "Placing Agreement") not being terminated in accordance with its terms. Appendix II sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
Broker Fee Shares
ARC will be paid a 5% commission, to be satisfied by the issue of 2,758,064 new Ordinary Shares at the Issue Price, in respect of the funds raised under the Subscription only. This commission does not apply to funds raised under the Placing or any other part of the Capital Raising.
Background on Vaultz Capital
Vaultz Capital PLC is an operating company and intends to build a scalable, revenue-generating business through participation in the Bitcoin network infrastructure. Initially this will focus on acquiring exposure to Bitcoin hashrate via Bitcoin cloud mining. The Company is exploring multiple routes to access hashrate, including the direct acquisition of mining hardware and indirect arrangements with established operators. These mechanisms are intended to provide the Company with ongoing exposure to Bitcoin block rewards and transaction fees, forming the core of the Company's commercial activity. While the Company also maintains a Bitcoin treasury policy, its primary business is operational in nature, centred around infrastructure participation within the Bitcoin ecosystem.
On 29 May 2025, the Company announced its entry into a memorandum of understanding with NewQube Holdings Ltd to establish a Bitcoin Treasury function, along with a conditional fundraise of £1.2 million and a proposed name change to Vaultz Capital PLC.
Following the passing of resolutions at the General Meeting held on 18 June 2025, as previously announced, the Company:
· has raised £6 million to date, since the General Meeting;
· secured 20 PH/s of hashrate capacity - equivalent to approximately 200 mining units; and
· purchased 70 Bitcoin to date.
Use of proceeds
The funds raised as part of the Capital Raising will be used to continue executing the Company's operational business and Bitcoin Treasury Strategy. Further to the Company's announcement of 29 May 2025, the Company intends to build a strategic position in Bitcoin over a multi-year horizon with the intention of becoming a leading corporate holder of Bitcoin. The potential support from the global consortium is expected to provide the Company with access to significant operational expertise and long-term capital to drive growth and strengthen its position within the digital asset sector.
Expected Timetable for the Capital Raising
| |
2025 |
| Announcement of the Capital Raising |
1 August |
| Expected Admission and commencement of dealings in the Capital Raising Shares |
8.00 a.m. on 7 August |
| CREST stock accounts expected to be credited for the Capital Raising Shares (where applicable) |
7 August |
| Posting of share certificates for the Capital Raising Shares by the Registrar (where applicable) |
by no later than 13 August |
| Long Stop Date |
13 August |
Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement through a Regulatory Information service.
Directorate Change
Vaultz Capital also announces that Alex Appleton, Chief Executive Officer, and Sarah Gow, Chief Operating Officer, have resigned their positions and stepped down from the Board of Directors with immediate effect. Pierre Villeneuve, Chief Financial Officer, has also resigned from the Company. The Board expresses its sincere thanks to Alex, Sarah and Pierre for their commitment and significant contributions during their tenure and wishes them every success in their future endeavours.
Charlie Wood, Chairman of Vaultz Capital plc, commented:
"We are delighted to welcome Erik to Vaultz Capital. His experience in launching and scaling digital asset platforms will be instrumental as we execute on our vision of becoming a leading Bitcoin infrastructure and treasury company. The formation of our Advisory Board - with industry leaders such as Marc Taverner and Hans Henrik Hoffmeyer - marks an exciting new chapter for Vaultz. Their expertise will greatly enhance our strategic execution and global positioning. I would like to thank Alex, Sarah and Pierre for their commitment and significant contributions during their tenure and wish them every success in their future endeavours."
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement and the detailed Terms and Conditions described in the Appendices. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions of the Placing, and to be providing the representations, warranties and acknowledgements contained in the Terms and Conditions.
This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors take responsibility for its release.
For further information please contact:
| Vaultz Capital plc Charlie Wood
|
+44 (0)20 3475 6834
|
| Cairn Financial Advisers LLP (AQSE Corporate Adviser) Liam Murray / Ludovico Lazzaretti / James Western
|
+44 (0)20 7213 0880
|
| Global Investment Strategy UK Limited (Broker) Callum Hill
|
+44 (0)20 7048 9000 |
Important Notices
The Company intends to hold treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of cryptocurrency or cryptoassets. Whilst the Board of Directors of the Company considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in Bitcoin to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in Bitcoin, either directly or by proxy and shareholders will have no direct access to the Company's holdings. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and potential growth and therefore appropriate for the Company's reserves. Accordingly, the Company is and intends to continue to be materially exposed to Bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.
The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies (such as Bitcoin) are generally unregulated in the UK. As with most other investments, the value of Bitcoin can go down as well as up, and therefore the value of the Company's Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its Bitcoin positions due to market movements. Neither the Company nor investors in the Company's shares are protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.
Nevertheless, the Board of Directors of the Company has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in Bitcoin must be prepared to lose all money invested in Bitcoin; (ii) the Bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its Bitcoin at will. The ability to sell Bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. Prospective investors in the Company are encouraged to do your own research before investing.
Forward-looking statements
Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority and neither the Global Investment Strategy UK Limited (as Bookrunner) ("GIS") nor Cairn Financial Advisers LLP ("Cairn") nor any of their respective associates, directors, officers or advisers shall be obliged to update such
statements.
Cairn, which is authorised and regulated in the United Kingdom by the FCA, is acting as AQSE Corporate Adviser exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cairn by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, Cairn accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Cairn accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above in this Announcement), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of Cairn as the Company's AQSE Corporate Adviser under the AQSE Rules and the AQSE Corporate Adviser Handbook are owed solely to the Aquis Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.
GIS, which is authorised and regulated in the United Kingdom by the FCA, is acting as Bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on GIS by FSMA or the regulatory regime established thereunder, GIS accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. GIS accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above in this Announcement), which it might otherwise have in respect of the contents of this Announcement or any such statement.
ARC, which is authorised and regulated in the United Kingdom by the FCA, is acting as Bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on ARC by FSMA or the regulatory regime established thereunder, ARC accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. ARC accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above in this Announcement), which it might otherwise have in respect of the contents of this Announcement or any such statement.
The Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.
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, the Financial Markets Authority of New Zealand or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan, New Zealand 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 Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan, New Zealand or the Republic of South Africa or to any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation, or the UK Prospectus Regulation (as the case may be) from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The information in this Announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This Announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which the Company operates) that could cause the actual performance or achievements on the Company to be materially different from such forward-looking statements.
The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation, as the case may be) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States who are Qualified Investors; and (b) if in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons").
This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.
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 the Bookrunner, Cairn or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AQSE.
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.
APPENDIX I
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
| "Admission" |
admission of the Capital Raising Shares to AQSE becoming effective in accordance with Rule 3.9 of the AQSE Rules; |
| "AQSE'' |
the Access segment of the AQSE Growth Market operated by Aquis Stock Exchange; |
| "AQSE Corporate Adviser Handbook" |
the AQSE Corporate Adviser Handbook published by Aquis Stock Exchange (as amended or reissued from time to time); |
| "AQSE Rules" |
the AQSE Growth Market Rulebook published by Aquis Stock Exchange (as amended or reissued from time to time), which sets out the admission requirements and continuing obligations of companies seeking admission to and whose securities are admitted to trading on the AQSE Growth Market; |
| "Aquis Stock Exchange" |
Aquis Exchange PLC, a recognised investment exchange under section 290 of FSMA; |
| "Announcement" |
this announcement (including the Appendices which forms part of this announcement); |
| "Articles" |
the articles of association of the Company as adopted and in force from time to time; |
| "Bookbuild" |
the accelerated bookbuilding to be conducted by the Bookrunners pursuant to the Placing Agreement and this Announcement; |
| "Bookrunners " or "Brokers" |
Global Investment Strategy UK Limited and Shard Capital Partners LLP t/a Alternative Resource Capital; |
| "Business Day" |
any day on which banks are usually open for business in England and Wales for the transaction of sterling business, other than a Saturday, Sunday or public holiday; |
| "Cairn" |
Cairn Financial Advisers LLP, AQSE Corporate Adviser to the Company; |
| "Capital Raising" |
the fundraising being undertaken by the Company, comprising the Placing and Subscription; |
| "Capital Raising Shares" |
the Placing Shares & Subscription Shares; |
| "Company" or "Vaultz" or "Vaultz Capital" |
Vaultz Capital plc, a company registered in England and Wales with registered number 13355240; |
| "CREST" or "CREST system" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations); |
| "CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI2001/3755); |
| "Directors" or "Board" |
the directors of the Company or any duly authorized committee thereof; |
| "EEA" |
the European Economic Area, comprising the European Union, Iceland, Liechtenstein and Norway and "Member State" shall be construed accordingly; |
| "Euroclear" |
Euroclear UK & International Limited, the operator of CREST; |
| "EUWA" |
the European Union (Withdrawal) Act 2018, as amended; |
| "EU Prospectus Regulation" |
Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 and any relevant implementing measures in any Member State of the European Economic Area; |
| "Existing Ordinary Shares" |
the 129,265,196 Ordinary Shares in issue at the date of this Announcement; |
| "FCA" |
the Financial Conduct Authority; |
| "FSMA" |
the Financial Services and Markets Act 2000, as amended; |
| "HMRC" |
HM Revenue & Customs in the UK; |
| "Issue Price" |
7.75 pence per Capital Raising Share; |
| "ITA 2007" |
Income Tax Act 2007; |
| "Long Stop Date" |
13 August 2025; |
| "MAR" or the "Market Abuse Regulation" |
the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law pursuant to the EUWA; |
| "Ordinary Shares" |
ordinary shares of £0.01 each in the capital of the Company; |
| "Placee" or "Placees" |
any Relevant Person(s) (including individuals, funds or others) subscribing for and/or purchasing Placing Shares, or on whose behalf a commitment to subscribe for or acquire Placing Shares has been given, pursuant to the Placing; |
| "Placing" |
the placing of the Placing Shares at the Issue Price by the Bookrunners on behalf of the Company pursuant to the Placing Agreement; |
| "Placing Agreement" |
the agreement dated 31 July 2025 between the Company, Cairn and the Bookrunners relating to the Placing; |
| "Placing Shares" |
the new Ordinary Shares to be issued pursuant to the Placing, the number of which will be announced by the Company on completion of the Bookbuild; |
| "Publicly Available Information" |
any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; |
| "Qualified Investors" |
(a) in respect of persons in any Member State of the European Economic Area, persons who are qualified investors (within the meaning of article 2(e) of the EU Prospectus Regulation; or (b) in respect of persons in the UK, persons who are qualified investors (within the meaning of article 2(e) of the UK Prospectus Regulation, as the case may be; |
| "Registrar" |
Share Registrars Ltd, the Company's registrar; |
| "Regulatory Information Service" |
one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information; |
| "Securities Act" |
the United States Securities Act of 1933, as amended; |
| "Shareholders" |
the holders of Ordinary Shares (as the context requires) at the relevant time;
|
| "Subscribers" |
means those persons who have agreed to subscribe for all or any of the Subscription Shares pursuant to the Subscription, including (but not limited to) Aura Digital Limited;
|
| "Subscription"
|
means the subscription by the Subscribers for the Subscription Shares pursuant to the Subscription Agreements
|
| "Subscription Agreements" |
means the agreements between the Company and each of the Subscribers, pursuant to which each Subscriber has conditionally agreed directly with the Company to subscribe for Subscription Shares;
|
| "Subscription Shares" |
The 55,161,290 new Ordinary Shares to be issued pursuant to the Subscription |
|
|
|
| "Terms and Conditions" |
the terms and conditions in respect of the Placing set out in Appendix II of this Announcement; |
| "UK Prospectus Regulation" |
the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, which is part of UK law by virtue of the EUWA, as amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019; |
| "uncertificated" or "in uncertificated" form" |
recorded on the relevant register of Ordinary Shares as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
| "United Kingdom" or ''UK" |
the United Kingdom of Great Britain and Northern Ireland; |
| "United States" or "US" |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction; |
| "US Person" |
has the meaning set out in Regulation S of the Securities Act; |
| "£", "pounds sterling", "pence" or "p" |
are references to the lawful currency of the United Kingdom; and |
| "$", "US Dollar" |
are references to the lawful currency of the United States of America. |
APPENDIX II
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (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, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
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 WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY A BROKER, QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) 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, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, 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. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT 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. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER 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, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE US SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. 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 OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE 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 A DISPOSAL OF THEIR SHARES.
The distribution of the Terms and Conditions and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunners 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 the Terms and Conditions or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession these Terms and Conditions come are required by the Company and the Bookrunners to inform themselves about and to observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa, New Zealand or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
In the United Kingdom, the Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.
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 or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan, New Zealand 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 the United States, Australia, Canada, Japan, New Zealand, or the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful. The Placing Shares are being offered and sold outside the United States to non-US persons (as defined in Regulation S under the Securities Act) in "offshore transactions" within the meaning of Regulation S.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of the European Union (Withdrawal) Act 2018, as amended, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by UK 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 UK 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.
Information for Distributors
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" and/or "distributor" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients and (b) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
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.
The Terms and Conditions should be read in their entirety.
These Terms and Conditions apply to persons making an offer to acquire Placing Shares. Each Placee hereby agrees with the Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if any of the Bookrunners confirm to such Placee its allocation of Placing Shares.
By participating in the Placing (such participation to be confirmed in and evidenced by either (i) a recorded telephone conversation; or (ii) a contract note or email correspondence, in either case by representatives of the Bookrunners, each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be participating and acquiring Placing Shares on these Terms and Conditions and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions.
In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and the Bookrunners that:
1. it is a Relevant Person (as defined above) and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and
2. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions; and
3. it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agreed to comply with the resale and transfer restrictions set out in these Terms and Conditions; and
4. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) it is and, at the time the Placing Shares are acquired, will be outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act;
5. if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, that 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 a member state of the EEA which has implemented the EU Prospectus Regulation, to Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to each such proposed offer or resale.
The Company and the Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Issue Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.
Details of the Placing Agreement and the Placing Shares
The Bookrunners are acting as agent for and on behalf of the Company in connection with the Placing and the Bookrunners, Cairn and the Company have entered into a Placing Agreement, under which the Bookrunners have, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure Placees for Placing Shares at the Issue Price. The Placing is not being underwritten by the Bookrunners or any other person.
The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of the Bookrunners, following consultation with the Company. Allocations will be confirmed orally or by email by the Bookrunners following the close of the Bookbuild. A further announcement confirming these details will then be made as soon as practicable following completion of the Bookbuild.
The Placing Shares will, when issued, be subject to the Articles, will be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.
Subject to Admission, the Placing Shares will trade on AQSE under the trading symbol "V3TC" and with ISIN GB00BLR8T846 .
Application for Admission to trading of the Placing Shares on AQSE
Application will be made to the Aquis Stock Exchange for Admission to trading on AQSE of the Placing Shares. It is expected that settlement of any such Placing Shares and Admission will become effective on or around 8.00 a.m. on 7 August 2025 and that dealings in the Placing Shares will commence at that time. The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.
Bookbuild
The Bookrunners will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Issue Price. 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.
The Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
The principal terms of the Placing are as follows:
1. The Bookrunners are arranging the Placing as agent for, and brokers of, the Company.
2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Bookrunners.
3. The Bookbuild, if successful, will establish the number of Placing Shares to be issued at the Issue Price, which will be determined by the Bookrunners, in consultation with the Company, following completion of the Bookbuild. The number of Placing Shares will be announced via the Regulatory Information Service following completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual contact at the Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Issue Price. Bids may be scaled down by the Bookrunners on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the discretion of the Bookrunners. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by the Bookrunners, following consultation with the Company. Each Placee's allocation will be confirmed to Placees, orally or by email, by the Bookrunners following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the Bookrunners will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Bookrunners and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the Bookrunners consent, such commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued at the Issue Price.
8. Subject to paragraphs 4 and 5 above, the Bookrunners may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at the Bookrunners discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Bookrunners may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the Bookrunners consent, will not be capable of variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunners 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.
11. 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".
12. All obligations of the Bookrunners under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable rules of the FCA, neither the Bookrunners, nor any of their affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither the Bookrunners, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunners and the Company may determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The Bookrunners' obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
1. the delivery by the Company to the Bookrunners of certain documents required under the Placing Agreement;
2. the Company having performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;
3. each of the warranties given by the Company in the Placing Agreement being true and accurate in all respects and not misleading on the date of the Placing Agreement, the date of the Placing Results Agreement and at Admission;
4. the issue and allotment of the Placing Shares, conditional only upon Admission;
5. Admission occurring by no later than 8.00 a.m. (London time) on 7 August 2025 or such other date and time as may be agreed between the Company and the Bookrunners, not being later than 8 am (London time) on 13 August 2025 (the "Long Stop Date"); and
6. the Placing Agreement not having been terminated by the Bookrunners in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Bookrunners by the respective time or date where specified (or such later time or date as the Bookrunners may notify to the Company, being not later than the Long Stop Date); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
The Bookrunners may, at their discretion and upon such terms as it thinks fit, waive, or extend the period for (subject to the Long Stop Date), compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers or employees 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 the Bookrunners.
Right to terminate the Placing Agreement
The Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if before Admission:
1. the Bookrunners becoming aware of any fact, matter or circumstance which constitutes or might reasonably be expected to constitute a material breach of the warranties given in the Placing Agreement or which indicates that any of such warranties has become or might reasonably be expected to become untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances then subsisting;
2. the Company has failed to comply with its obligations under the Placing Agreement, or with the requirements of any applicable laws or regulations (including MAR and the AQSE Rules) in relation to the Placing;
3. any of the conditions set out in the Placing Agreement are not fulfilled or (if capable of waiver) waived by the Bookrunners or shall have become incapable of being fulfilled by the respective time(s) and date(s) (if any) specified in the Placing Agreement;
4. there occurs or arises prior to Admission any significant change or new material matter which the Bookrunners, in their discretion, determines should be notified to Placees or shareholders of the Company; or
5. there has been a change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction,
which, in the opinion of the Bookrunners, would or would be likely to prejudice materially the Company or render the Placing (or any material part thereof) or Admission impractical or inadvisable.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunners and that the Bookrunners need not make any reference to Placees in this regard and that neither the Bookrunners nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or otherwise. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the Aquis Stock Exchange in relation to the Placing or the Placing Shares, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information. 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 not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company, Cairn or the Bookrunners or any other person and neither the Bookrunners, Cairn, 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 the Bookrunners, Cairn, 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, Cairn nor the Bookrunners 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, financial, business or other 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
Following closure of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Bookrunners, stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Bookrunners in accordance with the standing CREST settlement instructions which they have in place.
Settlement of transactions in the Placing Shares (ISIN: GB00BLR8T846 ) following Admission will take place within CREST provided that, subject to certain exceptions, the Bookrunners reserve 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.
It is expected that settlement will take place in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing Sterling Overnight Index Average (SONIA) rate as determined by the Bookrunners .
Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunners' account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Bookrunners on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Bookrunners such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Bookrunners lawfully take in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the form of confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Bookrunners nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Bookrunners for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
3. that the exercise by the Bookrunners of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunners and the Bookrunners need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Bookrunners or the Company, or any of their respective officers, directors, employees agents or advisers, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only agreement between it, the Bookrunners and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, the Bookrunners nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (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, (a) persons in any Member State of the European Economic Area which has implemented the EU Prospectus Regulation or (b) persons in the UK in accordance with the UK Prospectus Regulation, respectively, other than Qualified Investors or in circumstances in which the prior consent of the Bookrunners 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, or the UK respectively, other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as the case may be) as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect the Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Bookrunners are not acting for it or its clients, and that the Bookrunners will not be responsible for providing the protections afforded to customers of the Bookrunners or for providing advice in respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares or the Company (if any) that the Bookrunners or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of the Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US Person as defined in Regulation S under the Securities Act ("Regulation S") and is subscribing for and/or purchasing the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and accordingly the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States except in compliance with the registration requirements of the Securities Act and applicable state securities requirements or pursuant to exemptions therefrom;
10. that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information only;
11. that neither the Bookrunners or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
12. that, unless specifically agreed with the Bookrunners, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States or any US Person at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States or to any US Person and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, New Zealand, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Australia, Canada, New Zealand, the Republic of South Africa or Japan and that it will not (unless an exemption under the relevant securities laws is applicable) offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Australia, Canada, New Zealand, the Republic of South Africa or Japan or to or for the benefit of any person resident in Australia, Canada, New Zealand, the Republic of South Africa or Japan and each Placee acknowledges that the relevant clearances or exemptions are not being obtained from the Securities Commission of any province or territory of Canada, that no prospectus has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission, the Securities Commission of New Zealand, the Japanese Ministry of Finance or the South African Reserve Bank and that the Placing Shares are not being offered for sale and may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, the Republic of South Africa, Japan or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful;
14. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Bookrunners or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Bookrunners;
19. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
20. that, unless otherwise agreed by a Bookrunner, it is a Qualified Investor;
21. that, unless otherwise agreed by a Bookrunner, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
22. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
23. that any money held in an account with a Bookrunner (or its nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from a Bookrunner's (or its nominee's) money in accordance with such client money rules and will be used by a Bookrunner in the course of its own business and each Placee will rank only as a general creditor of a Bookrunner;
24. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Articles (which incorporate the requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;
27. that it appoints irrevocably any director of the Bookrunners as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation or financial product advice and that neither the Bookrunners nor the Company has considered its particular objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Bookrunners will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Bookrunners and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Bookrunners for itself and on behalf of the Company and will survive completion of the Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Bookrunners to provide any legal, financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Bookrunners shall notify it of such amendments;
34. that (i) it has complied with its obligations under the Criminal Justice Act 1993 and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, 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 and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Bookrunners may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunners may decide in their absolute discretion;
35. that it will not make any offer to the public within the meaning of the EU Prospectus Regulation or UK Prospectus Regulation (as the case may be) of those Placing Shares to be subscribed for and/or purchased by it;
36. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
37. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Bookrunners;
39. that the Bookrunners owe no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
40. that the Bookrunners or their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
41. that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares; and
42. that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.
The Company, the Bookrunners and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Bookrunners for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Bookrunners.
The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Bookrunners will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunners in the event that any of the Company and/or the Bookrunners have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Bookrunners accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription or purchase by them of any Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including the Appendices) may be subject to amendment. The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the Company. 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 the Bookrunners, Cairn or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
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