Chariot Limited

Proposed Placing, Subscription and Open Offer

RNS Number : 4338U
Chariot Limited
02 December 2021
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES (OR TO ANY U.S. PERSON), CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Chariot Limited

("Chariot", the "Company" or the "Group")

 

2 December 2021

 

Proposed Placing, Subscription and Open Offer to raise up to approximately US$11.0 million (£8.2 million)

 

Chariot (AIM: CHAR), the African focused transitional energy company, is pleased to announce its intention to undertake a fundraising of up to approximately US$11.0 million (£8.2 million) before expenses by way of a placing (the "Placing") and a direct subscription (the "Subscription") of up to approximately US$9.0 million (£6.7 million) in aggregate, and an open offer (the "Open Offer") of up to US$2.0 million (£1.5 million) (the Placing, Subscription and Open Offer together being the "Fundraising"). Pursuant to the Fundraising, the Company will issue up to an estimated 117,000,000 new Ordinary Shares at an issue price of 7 pence per share (the "Issue Price").

 

The Placing will be effected by way of an accelerated bookbuild ("Bookbuild" or "ABB") at the Issue Price which will be launched immediately following this Announcement. The timing of the closing of the Bookbuild and the allocations are at the absolute discretion of the Bookrunner and the Company. The results of the Placing and Subscription will be announced as soon as practicable after the close of the Bookbuild.

 

As part of the Fundraising, the Company proposes to raise up to US$2.0 million (£1.5 million) by the issue of New Ordinary Shares pursuant to an Open Offer to Qualifying Shareholders at the Issue Price.

 

Update on Drilling Operations

Following the fundraise in June 2021 to drill the Anchois-2 appraisal well, the Stena Don drilling rig has now commenced its mobilisation to Morocco. Drilling operations, in respect of the Anchois Gas Development, within the Lixus licence, offshore Morocco are anticipated to commence in mid-December 2021.

 

Highlights:

· Fundraising to raise gross proceeds of up to approximately US$11.0 million (£8.2 million);

· Open Offer on the basis of 1 Open Offer Share for every 30 Existing Ordinary Shares held1;

· As part of the Subscription, certain Directors of the Company intend to subscribe for New Ordinary Shares for approximately US$1.5 million (£1.1 million), of which Adonis Pouroulis intends to subscribe for approximately $1.4 million (£1.0 million);

· The net proceeds of the Fundraise will be used to:

Re-enter the Anchois-1 discovery well as an additional value-accretive work opportunity capitalising on a low-cost rig rate secured for the Anchois-2 appraisal campaign, due to spud in December 2021, offshore Morocco;

Finalise negotiations of gas sales agreements and financing to unlock Final Investment Decision on Anchois;

Progress new ventures on debt fundable, material producing gas assets focused on Africa;

Fund a feasibility work programme on large-scale green hydrogen project in Mauritania; and

Progress the rapidly developing Transitional Power project pipeline under recently expanded partnership with Total Eren.

· Following the close of the Bookbuild, the Company expects to send on or about 7 December 2021, the Circular to Qualifying Shareholders, containing full details of the Open Offer together with an Open Offer application form.

1 In the event that the rate of British Pounds Sterling to United States Dollars fluctuates significantly before the date of the Circular, the number of Open Offer Shares issued may change.

 

The Fundraising will not be underwritten by any party.

 

Chariot and Magna Capital LDA, a company of which Adonis Pouroulis, Acting CEO of Chariot, is a substantial shareholder, have agreed to amend the terms of the Underwriting Agreement entered into on 24 May 2021 to ensure the Underwriting Commitment (as defined therein) of approximately $5.0 million (£3.7 million) to subscribe in two tranches on or before 31 January and 28 February 2022 for new Ordinary Shares at the earlier issue price, remains in place notwithstanding that the full proceeds of the Fundraising will be receivable by the Company. The amended terms prevent the proceeds of the Fundraising from reducing the amount of the Underwriting Commitment, as would have been the case had the Underwriting Agreement not been amended.

 

The New Ordinary Shares issued pursuant to the Fundraising will be issued as fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares from their admission to trading on AIM. The Company has sufficient shareholder authority to allot the New Ordinary Shares for cash on a non-pre-emptive basis.

 

The Placing and Subscription are conditional on First Admission, and the Placing Agreement, details of which are set out below, becoming unconditional, which is expected to take place on 15 December 2021. The Open Offer is conditional on admission of the Open Offer Shares to trading on AIM becoming effective and the Placing and Subscription having become unconditional.

 

Assuming the Fundraising is allocated in full, the New Ordinary Shares will represent approximately 18 per cent. of the Company's issued share capital prior to the Fundraising. The Issue Price of 7 pence per New Ordinary Share represents a discount of approximately 0.43 per cent. to the closing mid-market price of 7.03 pence per Ordinary Share on 1 December 2021, being the last trading day immediately preceding the date of this Announcement.

 

A timetable of principal events is set out in Appendix 1. The Placing is subject to the terms and conditions set out in Appendix 2 to this Announcement. Capitalised terms have the meaning set out in Appendix 3 to this Announcement.

Commenting on the Fundraising, Adonis Pouroulis, Acting CEO of Chariot, said:

"Chariot has made significant progress on the objectives we set for ourselves earlier in the year. We are on the cusp of a pivotal drilling campaign in Morocco, which gives us the opportunity to enhance the appraisal campaign on the Anchois gas fields for relatively low incremental cost, potentially advancing us towards the next phase of development. In addition, the Transitional Power business is growing rapidly and we have brought in an exciting new venture in green hydrogen which gives our stakeholders exposure to a low cost entry level investment into an exciting and highly scalable market. Once again, the Board maintains its alignment with shareholders, as evidenced by the Directors of Chariot subscribing for a material portion of the Fundraising. We are excited for drilling operations to get underway in the coming days at Anchois and we look forward to keeping the market updated on developments as appropriate."

Enquiries:

Chariot Limited

Adonis Pouroulis, Acting CEO

Julian Maurice-Williams, CFO

+44 (0)20 7318 0450

 

 

finnCap  (Nominated Adviser)

Christopher Raggett, Simon Hicks, Edward Whiley

 

 

+44 (0)20 7220 0500

Cenkos Securities Plc (Bookrunner)

Derrick Lee, Neil McDonald, Adam Rae (Corporate Finance)

Leif Powis (ECM)

 

+44 (0)20 7397 8900

Celicourt Communications  (Financial PR)

Mark Antelme, Jimmy Lea

 

+44 (0)20 8434 2754

NOTES FOR EDITORS:

 

About Chariot

 

Chariot is an African focused transitional energy group with two business streams, Transitional Gas and Power.

 

Chariot Transitional Gas is a high value, low risk gas development project with strong ESG credentials in a fast-growing emerging economy with a clear route to early monetisation, delivery of free cashflow and material exploration upside. Chariot Transitional Power is looking to transform the energy market for mining operations in Africa, providing a giant largely untapped market with cleaner, sustainable, and more reliable power.

 

The ordinary shares of Chariot Limited are admitted to trading on the AIM under the symbol 'CHAR'. 

 

IMPORTANT NOTICES

This Announcement contains forward-looking statements. These statements relate to the Group's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "potential", "estimate", "expect", "may", "will" or the negative of such terms and phrases, variations or comparable expressions, including references to assumptions. The forward-looking statements in this Announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this Announcement. No statement in this Announcement is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Company undertake any obligation to update forward-looking statements other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.

 

No offer document or prospectus has been, or will be, delivered to the Financial Conduct Authority in relation to the Fundraising.

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE OR DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES OF AMERICA (OR TO ANY U.S. PERSON), CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

 

Cenkos, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as broker for the purposes of the Fundraising and is not acting for any other persons in relation to it and accordingly will not be responsible to anyone else in relation to the matters described in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cenkos by the FSMA or the regulatory regime established under it, Cenkos does not accept any responsibility whatsoever for the contents, completeness or accuracy of this Announcement, and no representation or warranty, express or implied, is made by Cenkos with respect to the accuracy or completeness of this Announcement, or any part of it.

The price of the Ordinary Shares may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.

 

Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

 

The Company prepares its financial statements in US dollars and therefore certain figures relating to the Fundraising have been expressed in US dollars. Where appropriate, these figures have been converted into pounds sterling for information purposes only using the following exchange rate:

 

Pounds sterling to US dollars - 1.34

 

Details of the Placing

The Bookbuild process for the Placing will open with immediate effect. The Placing is subject to the terms and conditions set out in Appendix 2 (which forms part of this announcement). The timing of the closing of the Bookbuild is at the discretion of Cenkos. Cenkos and the Company reserve the right to increase the amount to be raised pursuant to the Placing, in their absolute discretion. The closing of the Bookbuild and the final number of shares to be issued pursuant to the Placing will be announced as soon as practicable after the close of the Bookbuild.

 

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.

 

The Placing is subject to the conditions and termination rights set out in the Placing and Open Offer Agreement between the Company and Cenkos. Further details of the Placing and Open Offer Agreement can be found in the terms and conditions of the Placing contained in Appendix 2 to this Announcement. The Placing is not being underwritten by any party.

 

The Placing is conditional on, inter alia, admission of the Placing Shares to trading on AIM becoming effective and the Placing and Open Offer Agreement not being terminated in accordance with its terms.

 

Details of the Subscription

Adonis Pouroulis, George Canjar, Julian Maurice-Williams, Duncan Wallace and Andrew Hockey (the "Participating Directors") have indicated their intention to invest approximately US$1.5 million (£1.1 million) in aggregate for 15,991,454 New Ordinary Shares pursuant to the Subscription at the Issue Price. In accordance with the Company's Non-Executive Directors' Restricted Share Unit Plan, George Canjar and Andrew Hockey would receive a matching share award in the event that they subscribe for New Ordinary Shares which would vest in equal instalments over the three years following completion of the Subscription.

 

As well as the Directors listed above, certain other investors have indicated their intention to subscribe for New Ordinary Shares pursuant to the Subscription at the Issue Price. The Subscription is conditional on admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective and the Placing and Open Offer Agreement not being terminated in accordance with its terms. Any Subscription will be announced with the closing of the Bookbuild.

 

Details of the Open Offer

Subject to the successful closing of the Bookbuild, the Company is further proposing to raise up to approximately US$2 million (£1.5 million) before expenses by the issue of up to 21,224,102 Open Offer Shares at the Issue Price, payable in full on acceptance. Any entitlements to Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility. The balance of any Open Offer Shares not subscribed for under the Excess Application Facility will not be available to the Placees under the Placing.

 

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which Qualifying Shareholders do not apply for will not be sold in the market for the benefit of Qualifying Shareholders who do not apply for Open Offer Shares. The Open Offer application form is not a document of title and cannot be traded or otherwise transferred.

 

Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price pro rata to their holdings of Ordinary Shares on the Record Date on the basis of:

 

1 Open Offer Share for every 30 Existing Ordinary Shares held

 

Subject to availability, the Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares up to the maximum number of Open Offer Shares available less their Open Offer Entitlement, subject to availability.

 

Applicants can apply for less or more than their entitlements under the Open Offer, but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied, as this will depend, in part, on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Open Offer is conditional on admission of the Open Offer Shares to trading on AIM becoming effective and the Placing and Subscription having become unconditional.

Overseas Shareholders

The Open Offer Shares have not been and are not intended to be registered or qualified for sale in any jurisdiction other than the United Kingdom. Accordingly, unless otherwise determined by the Company and effected by the Company in a lawful manner, the Open Offer application form will not be sent to Shareholders with registered addresses in any jurisdiction other than the United Kingdom since to do so would require compliance with the relevant securities laws of that jurisdiction. The Company reserves the right to treat as invalid any application or purported application for Open Offer Shares which appears to the Company or its agents or professional advisers to have been executed, effected or dispatched in a manner which may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents or professional advisers believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of share certificates for Open Offer Shares, or in the case of a credit of Open Offer Shares in CREST, to a CREST member whose registered address would be, not in the UK.

The Open Offer Shares are being offered only outside the United States, and not to or for the account or benefit of any U.S. Person, in reliance on Regulation S under the United States Securities Act of 1933, as amended. The offer and sale of the Open Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, the Open Offer Shares may not be offered or sold, re-sold, taken up, pledged, transferred, delivered or distributed, directly or indirectly, within the United States, or to or for the account or benefit of any U.S. Person, except in compliance with an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

Notwithstanding the foregoing and any other provision of the Circular or the Open Offer application form, the Company reserves the right to permit any Qualifying Shareholder to apply for Open Offer Shares if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

If a Qualifying Shareholder does not wish to apply for Open Offer Shares, he should not complete or return the Open Offer application form or send a USE message through CREST. In addition to dilution as a result of the Placing and Subscription and any other Ordinary Shares issued in connection with the Placing or Subscription, Shareholders who do not take up their full entitlement of Open Offer Shares may be diluted as a result of the Open Offer.

Background to and Reasons for the Fundraising

Transitional Gas

Earlier in the year, the Board outlined an opportunity to progress the development of Anchois, offshore Morocco, at a relatively low cost due to the robust availability of rigs. We are pleased to report back to shareholders on a very busy and successful contract execution phase that has resulted in securing both the Stena Don semi-submersible rig and the appointment of Halliburton for well services, meaning the Group is on track as planned to spud the Anchois-2 appraisal well in December 2021. 

The Board is looking ahead to the next phase in fast-tracking the development and see an opportunity to use the team in place for an extended work scope to re-enter the original Anchois-1 discovery well. This re-entry operation has the objectives of initially assessing the integrity of the well, and if successful, in evaluating the productivity and gas characteristics (composition and pressure) of the A Sand and, ultimately, confirming Anchois-1's candidacy as a 2nd optimised producer well location (in addition to Anchois-2), to be suspended for future use.

In parallel to the drilling operations, Chariot announced on 25 October 2021 the signing of a Memorandum of Understanding ("MoU") with a leading international energy group for future gas sales agreements for c.40 million standard cubic feet per day for up to 20 years on a take or pay principle, to underpin the development of the Anchois gas discovery, located in the Company's Lixus Offshore Licence ("Anchois Gas Development"). This was a major step forward in demonstrating significant gas demand, and pending the results of drilling, the next commercial steps will be negotiation to complete gas sales agreements in 2022 and lead in to the final investment decision. As previously outlined, a base case development of Anchois with a 70 million standard cubic feet per day plateau production rate from the 2C 361 billion cubic feet contingent resource would deliver NPV 10 of US$500 million and an unlevered internal investment rate in excess of 30 per cent. The Board is cognisant of the current demand pressures on the supply of gas and will continue to look at ways to market surplus Anchois volumes to the gas hungry European market.

The Board intends to retain flexibility in the Group's operations to move quickly to capitalise on the highly anticipated results of the drilling, and continues to assess new ventures with a focus on material undervalued producing gas assets with the ability for debt financing in line with our strategy and values.

Transitional Power

Since the acquisition and integration of the new Transitional Power business stream in the first half of 2021, the Company has progressed and expanded the pipeline of projects under partnership with Total Eren, as well as entering into the Green Hydrogen industry.

As announced in September 2021, Chariot has signed a MoU with the Government of Mauritania to progress a potential green hydrogen development of up to 10 Gigawatts. Mauritania is exceptionally well-placed for green hydrogen production due to its high wind power density and solar power potential, making it a low-cost producer that is close to European markets. This is an early-stage position in what is a potentially very large market with an important and growing role to play in the replacement of traditional fossil fuels in a number of industries including power generation, transport and chemicals. This is in line with Chariot's strategy to take large-scale, first-mover positions in projects that support the energy transition, leveraging our network on the African continent and providing an investment opportunity for shareholders into highly scalable markets. The funds raised pursuant to the Placing and Subscription will be used to initiate the project with a pre-feasibility and feasibility study and, given its large scale, conduct a partnering process with the objective to form a world-class consortium.

The Transitional Power team's core business of developing wind and solar projects for mining clients in Africa continues to grow. Chariot has a 10 per cent. stake in the operational Essakane solar project of 15 Megawatts in Burkina Faso and a rapidly developing pipeline of renewable and hybrid energy projects of more than 500 Megawatts across the African continent. In November 2021, key terms were agreed that strengthen the strategic partnership between Chariot and Total Eren from 1 January 2022, extending the partnership for three years with the option to extend for a further two years, with Chariot having the right to invest between 15% and 49% into the co-developed projects as well as acknowledging the ambition of both Chariot and Total Eren to collaborate on other non-mining energy projects and transactions in Africa.

Use of Proceeds

The Company is proposing to use the net proceeds of the Placing and Subscription as follows: 

 

Re-entry of the Anchois-1 discovery well, finalise GSA negotiations and progress New Ventures

US$ 7.0 million (£ 5.2 million)

Green hydrogen project pre-feasibility and feasibility studies, partnering; Development of the rapidly progressing pipeline with Total Eren and further strategic partnering

US$ 2 million (£ 1.5 million)

Total

US$ 9 million (£ 6.7 million)

Any funds raised through the Open Offer will be used to supplement the Group's working capital.

 

APPENDIX 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS


2021

Announcement Launch of ABB

4.30 p.m on 2 December

Announcement of Result of ABB

approx. 7.00 am on 3 December 

Record date of Open Offer

6:30 pm on 3 December

Ex-entitlement date for Open Offer

7.00 am on 6 December

Posting of Circular and Application Form

7 December

Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST

8.00 am on 8 December

First Admission (of the Placing Shares and Subscription Shares)

15 December

New Ordinary Shares credited to CREST Members' accounts in respect of the Placing Shares and Subscription Shares

15 December

Latest recommended time and date for requesting withdrawal of Open Offer entitlements from CREST

4.30pm on 15 December

Latest time and date for depositing Open Offer entitlements into CREST

3.00pm on 16 December 

Latest time and date for splitting application forms (to satisfy bona fide market claims only)

3.00 pm on 17 December

Latest time and date for receipt of Open Offer application forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)

11.00 am on 21 December

Announcement of results of Open Offer

22 December

Dispatch of definitive share certificates in certified form in respect of the Placing Shares and Subscription Shares

22 December

Second Admission (of the Open Offer Shares)

23 December

New Ordinary Shares credited to CREST Members' accounts in respect of the Open Offer Shares

23 December

Dispatch of definitive share certificates in certified form in respect of the Open Offer Shares

Week commencing 27 December

  Notes

1.  Each of the times and dates set out in the above timetable and mentioned in this Announcement are subject to change by the Company (with the agreement of Cenkos), in which event details of the new times and dates will be notified to London Stock Exchange plc and the Company will make an appropriate announcement to a Regulatory Information Service.

2.  References to times in this Document are to London time (unless otherwise stated).

 

APPENDIX 2

TERMS AND CONDITIONS OF THE PLACING

 

TERMS AND CONDITIONS - IMPORTANT INFORMATION REGARDING THE PLACING AND ASSOCIATED OPEN OFFER.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA") THE UNITED STATES (OR TO ANY U.S. PERSON), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

EACH PURCHASER SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN SHARES IN THE COMPANY.

MEMBERS OF THE PUBLIC ARE NOT ENTITLED TO TAKE PART IN THE PLACING AND THIS ANNOUNCEMENT IS COMMUNICATED TO THEM FOR THE PURPOSES OF INFORMATION ONLY AND IS DIRECTED ONLY TO: (A) PERSONS IN THE UNITED KINGDOM, WHO (i) HAVE BEEN SELECTED BY CENKOS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "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") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (ii) WHO, ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) NO 2017/1129 OF THE EUROPEAN PARLIAMENT AND AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) (THE "PROSPECTUS REGULATION"); OR (B) ARE OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS HEREIN MUST NOT BE RELIED ON, ACTED ON OR RESPONDED TO BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE.

No action has been taken by the Company, Cenkos or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

This announcement and appendix do not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any member state of the EEA.  The Placing Shares will not be lodged with or registered by any applicable body or security exchange of any member state of the EEA.  No prospectus or other form of offer document has been or will be prepared in connection with the Placing or has been or will be approved by any competent authority of a member state of the EEA. 

Persons who are invited to and who choose to participate in the Placing (as such term is defined in paragraph 1.1 below) by making an oral or written offer to subscribe for Placing Shares (as such term is defined in paragraph 1.1 below), including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given, will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, undertakings and agreements contained in this Appendix. In particular, each such prospective Purchaser (as defined in paragraph 2.4(a)) represents, warrants and acknowledges that:

1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares (as such term is defined below) that are allocated to it for the purposes of its business;

2. if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Regulation, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in the United Kingdom, or in circumstances in which the prior consent of Cenkos has been given to each such proposed offer or resale; and

3. it is not in the United States and it is not acting for the account or benefit of a person in the United States or any U.S. Person.

The Company and Cenkos will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and undertakings. Cenkos does not make any representation to the Purchasers regarding an investment in the Placing Shares referred to in this Announcement.

Solely for the purposes of the product governance requirements contained within the FCA Handbook and in particular the Product Intervention and Product Governance Sourcebook and any other UK domestic legislation and measures which implement EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") and Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II (together, the "UK MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK 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 retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II Product Governance Requirements (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the MiFID II Product Governance Requirements; 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 shares the subject of the Placing. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

This Announcement does not constitute, and may not be used in connection with, an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including, without limitation, the United Kingdom, any member state of the EEA, the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa. No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States (or to any U.S. Person), any member state of the EEA, Australia, Canada, Japan, New Zealand or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unauthorised or unlawful. Any person (including, without limitation, custodians, nominees and trustees) into whose possession this Announcement may come, are required by the Company to inform themselves about and to observe any restrictions on transfer of this Announcement.

The Placing Shares are being offered only outside the United States, and not to or for the account or benefit of any U.S. Person, in reliance on Regulation S under the U.S. Securities Act. In particular, the offer and sale of the Placing Shares have not been and will not be registered under the U.S. Securities Act 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 or sold, re-sold, taken up, pledged, transferred, delivered or distributed, directly or indirectly, within the United States, or to or for the account or benefit of any U.S. Person, except in compliance with an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. None of the Placing Shares has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement, the Circular or any other document related to the Placing. Any representation to the contrary is a criminal offence in the United States. No public offering of the Placing Shares or any other securities is being made in the United States or to U.S. Persons. No money, securities or other consideration from any person inside the United States or other U.S. Person is being solicited pursuant to this Announcement, the Placing, or the Bookbuild and, if sent in response to the information contained in the Announcement, will not be accepted. This Announcement is not an offer of securities for sale into the United States, or to or for the account or benefit of any U.S. Person.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with and/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 for 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 Australia, Canada, New Zealand, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered or otherwise transferred, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa or any other jurisdiction outside the United Kingdom. The contents of this Announcement have not been reviewed by any regulatory authority in Hong Kong. If you are in any doubt about any of the contents of this Announcement, you should obtain independent professional advice.

The price of securities and the income from them may go down as well as up and investors may not get back the full amount of their investment on disposal of the securities.

Any indication in this Announcement of the price at which ordinary shares of £0.01 each in the capital of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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

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

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

1.  PLACING, SUBSCRIPTION AND OPEN OFFER

1.1  Chariot Limited (company number 47532) (the "Company"), intends to conduct a placing (the "Placing") and direct subscription (the "Subscription"). New ordinary shares of £0.01 nominal value each will be issued to existing and new investors pursuant to the Placing ("Placing Shares") and Subscription ("Subscription Shares") at an issue price ("Issue Price") as determined by Cenkos and the Company.

1.2  The Company also intends to conduct an open offer to raise gross proceeds of up to US$2 million (approximately £1.5 million). The new ordinary shares of £0.01 nominal value each (the "Open Offer Shares") are expected to be issued on 23 December 2021 at the Issue Price (the "Open Offer" and, together with the Placing and Subscription, the "Fundraising"). 

1.3  The Company has appointed Cenkos Securities plc ("Cenkos") as broker in respect of the Placing and Open Offer. 

1.4  The terms and conditions set out in this Appendix apply to persons making an offer to subscribe for Placing Shares under the Placing. Each Purchaser shall be deemed to have read the Announcement, and this Appendix, in its entirety.

2.  ALLOCATION AND CONDITIONS TO PLACING

2.1  The Placing Shares under the Placing will be issued on the Closing Date (as defined below).

2.2  Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Cenkos.

2.3  The number of Placing Shares to be issued and the Issue Price will be finally agreed between Cenkos and the Company following completion of the bookbuild being conducted by Cenkos to determine demand for participation in the Placing and the Issue Price. The number of Placing Shares which have been placed and the Issue Price will be announced following the completion of the Bookbuild.

2.4  Acceptances of the Placing and allocations of Placing Shares (including the subscription amount payable) will be as:

(a)  confirmed (orally or in writing) with prospective purchasers who are in the United Kingdom (or as Cenkos and Company may agree, in any other jurisdiction) by Cenkos (or its broker dealers or its agents as agent of the Company).  That confirmation constitutes an irrevocable legally binding commitment of that person (who will at that point become a purchaser ("Purchaser")) to subscribe for the number of Placing Shares allocated to it on the terms and conditions set out in this Appendix (a copy of this Appendix having been provided to the Purchaser prior to or at the same time as such confirmation) and in accordance with the Company's articles of association; or

(b)  (unless paragraph 2.4(a) applies) by the completion and return of such letter of confirmation and registration or other forms as Cenkos or its agents may in their absolute discretion require and in that event the terms and conditions set out in such letter of confirmation and registration or other form shall apply to the exclusion of this Appendix.

2.5  The Bookbuild is expected to close no later than 7.00 am on 3 December 2021 but may be closed earlier or later at the discretion of Cenkos. Cenkos may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

2.6  Cenkos may choose to allocate Placing Shares at its discretion (in consultation with the Company) and may scale down any bids for Placing Shares made by prospective Purchasers for this purpose on such basis as it may determine. Cenkos may also, notwithstanding paragraph 2.5 above, subject to the prior consent of the Company: (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (b) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

2.7  For the avoidance of doubt, a bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement and this Appendix and will be legally binding on the prospective Purchaser on behalf of which it is made and, except with the consent of Cenkos, will not be capable of variation or revocation after the time at which it is submitted. Any acceptance of the Placing constitutes a Purchaser's irrevocable legally binding agreement, subject to the Placing and Open Offer Agreement (as defined below) not having been terminated, to pay the aggregate settlement amount of the Placing Shares regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s).

2.8  By participating in the Bookbuild, each Purchaser agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described in paragraph 4 below, and will not be capable of rescission or termination by the Purchaser.

2.9  In making an investment decision, Purchasers must rely on their own examination of the Company and its prospects and the terms of the Placing, including the merits and risks involved in investing in the Placing Shares.

2.10  Irrespective of the time at which a Purchaser's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement."

2.11  Settlement will occur on a date to be advised but expected to be on or around 15 December 2021 ("Closing Date").

2.12  To the fullest extent permissible by law and applicable FCA rules, none of (a) Cenkos, (b) any of its affiliates, agents, directors, officers, employees, (c) to the extent not contained within (a) or (b), any person connected with Cenkos as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Cenkos), (d) any person acting on behalf of Cenkos, shall have any liability (including to the extent permissible by law, any fiduciary duties) to any Purchaser or to any other person whether acting on behalf of a Purchaser or otherwise. In particular, neither of Cenkos nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing and Open Offer or of such alternative method of effecting the Placing and Open Offer as Cenkos and the Company may agree.

3.  SHARES AND QUOTATION

3.1  The New Ordinary Shares will be issued fully paid and will rank equally, from the date of issue, in all respects with the Company's existing issued ordinary shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the Placing Shares, Subscription Shares and/or Open Offer Shares (as applicable).

3.2  Application will be made to the London Stock Exchange plc for admission to trading of the New Ordinary Shares on AIM ("Admission").  It is anticipated that First Admission will become effective on or around 15 December 2021 and that dealings in the Placing Shares and Subscription Shares will commence at that time, and Second Admission will become effective on or around 23 December 2021 and that dealings in the Open Offer Shares will commence at that time.

4.  PLACING AND OPEN OFFER AGREEMENT

4.1  On 2 December, the Company and Cenkos entered into a placing and open offer agreement in connection with the Placing and Open Offer (the "Placing and Open Offer Agreement").  Pursuant to the Placing and Open Offer Agreement, Cenkos has agreed to use its reasonable endeavours to place the Placing Shares with prospective Purchasers. 

4.2  Cenkos' obligations under the Placing and Open Offer Agreement in respect of the Placing Shares and Open Offer Shares are conditional, inter alia, on:

(a)  none of the warranties contained in the Placing and Open Offer Agreement being untrue, inaccurate or misleading as at the date of the Placing and Open Offer Agreement and at all times before and at the date of First Admission;

(b)  the publication of this Announcement through a Regulatory Information Service by no later than 8.00 a.m. on the date of the Placing and Open Offer Agreement or such other time and/or date as may be agreed in writing between the Company and Cenkos;

(c)  the Company allotting, subject only to First Admission, the Placing Shares in accordance with the Placing and Open Offer Agreement;

(d)  First Admission taking place not later than 8.00 a.m. on 15 December 2021 or such later date as the Company and Cenkos may otherwise agree but not being later than 8.00 a.m. on 14 January 2022; and

(g)  there having been since the date of the Placing and Open Offer Agreement no development or event which will or is likely to have a material adverse effect on the Company (or of its subsidiaries).

4.3  If: (i) any of the conditions contained in the Placing and Open Offer Agreement in relation to the Placing Shares are not fulfilled or waived (if capable of being waived) by Cenkos by the respective time or date where specified (or such later time or date as the Company and Cenkos may agree); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing and Open Offer Agreement is terminated in the circumstances specified below, the Placing in relation to the Placing Shares will lapse and the Purchaser's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Purchaser agrees that no claim can be made by the Purchaser in respect thereof. 

4.4  Cenkos may, at its absolute discretion and upon such terms as it thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing and Open Offer Agreement save that the conditions relating to First Admission and the allotment and issue of the Placing Shares (subject only to First Admission) may not be waived. Any such extension or waiver will not affect Purchasers' rights and obligations under the terms and conditions set out in this Appendix.

4.5  Neither Cenkos nor the Company shall have any liability to any Purchaser (or to any other person whether acting on behalf of a Purchaser or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Purchaser agrees that any such decision is within Cenkos' absolute discretion.

4.6  Cenkos is entitled, at any time before First Admission, to terminate the Placing and Open Offer Agreement by giving notice to the Company in certain circumstances, including, inter alia, a breach of the warranties given to Cenkos in the Placing and Open Offer Agreement, the failure of the Company to comply with obligations under the Placing and Open Offer Agreement, or an event has occurred which, in the opinion of Cenkos (acting in good faith), constitutes or is likely to cause a material adverse change or on the occurrence of certain force majeure events.  Following First Admission, the Placing and Open Offer Agreement is not capable of rescission or termination.

4.7  The rights and obligations of the Purchasers shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Purchaser or any prospective Purchaser at any time or in any circumstances. By participating in the Placing, Purchasers agree that the exercise by Cenkos of any right of termination or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of Cenkos, and that it need not make any reference to Purchasers and that it shall have no liability to Purchasers whatsoever in connection with any such exercise.

5.  NO UNDERWRITING

The Fundraising is not being underwritten by any party.

6.  OFFER PERSONAL

The offering of Placing Shares and the agreement arising from acceptance of the Placing is personal to each Purchaser and does not constitute an offering to any other person or to the public.  A Purchaser may not assign, transfer, or in any other manner, deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of Cenkos in accordance with all relevant legal requirements.

7.  NO PROSPECTUS

7.1  No offer document or prospectus has been or will be delivered to the Financial Conduct Authority ("FCA") in relation to the Placing, and a Purchaser's commitments will be made solely on the basis of the information contained in the Announcement released by the Company today which this Appendix forms part of.

7.2  Each Purchaser, by making an offer to subscribe for Placing Shares, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or Cenkos or any other person and none of the Company or Cenkos nor any other person will be liable for any Purchaser's decision to participate in the Placing based on any other information, representation, warranty or statement which Purchasers may have obtained or received, and if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Cenkos, the Company or their respective officers, directors, employees or agents. Each Purchaser acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.  Neither the Company nor Cenkos make any undertaking or warranty to any Purchaser regarding the legality of any investment in the Placing Shares by such Purchaser under any legal, investment or similar laws or regulations. Each Purchaser should not consider any information in this Announcement to be legal, tax or business advice. Each Purchaser should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

8.  REGISTRATION AND SETTLEMENT

8.1  Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within the CREST system administered by Euroclear UK and Ireland Limited ("CREST").

8.2  The Company will (or will procure its registrar or transfer agent to) deliver the Placing Shares to CREST accounts operated by Cenkos for the Company and Cenkos will enter its delivery (DEL) instructions into the CREST system. The input to CREST by each Purchaser of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Purchaser against payment.

8.3  Each Purchaser allocated Placing Shares in the Placing will be sent a conditional trade confirmation stating the number of Placing Shares and the subscription amount payable to be allocated to it and will be required to provide Cenkos with funds sufficient to purchase such securities prior to the Closing Date.

8.4  Each Purchaser is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Purchaser on such Purchaser's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Purchaser plus any interest due.  The relevant Purchaser will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Purchaser's behalf.

8.5  It is expected that settlement will take place on or about 15 December 2021 in CREST in accordance with the instructions set out in the conditional trade confirmation.

8.6  The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Purchaser in any form it requires if, in Cenkos' or the Company's opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements of the Purchaser's jurisdiction.

8.7  Each Purchaser agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the applicable registration and settlement procedures, including if applicable, CREST rules and regulations and settlement instructions that it has in place with Cenkos.

8.8  If Placing Shares are to be delivered to a custodian or settlement agent, Purchasers should ensure that the conditional trade confirmation is copied and delivered immediately to the relevant person within that organisation. Each Purchaser shall ensure that, insofar as Placing Shares are registered in a Purchaser's name or that of its nominee or in the name of any person for whom a Purchaser is contracting as agent or nominee, such person shall not be a person who is or may be liable to any UK stamp duty or stamp duty reserve tax or securities transfer tax.

8.9  Interest is chargeable daily on payments to the extent that value is received after the due date at the rate per annum of 4 percentage points above the Barclays Bank plc base rate.

9.  REPRESENTATIONS AND WARRANTIES

9.1  Each Purchaser and prospective Purchaser (and each person acting on its behalf) represents, warrants, acknowledges and undertakes for the benefit of the Company, Cenkos and the respective officers, employees and advisers of the Company and of Cenkos, and any person acting on behalf of any of them (each a "Beneficiary" and together the "Beneficiaries") as follows:

(a)  if it is a Purchaser in the United Kingdom it:

(i)  is a Qualified Investor; and

(ii)  is also a person falling within one or more of the categories of persons referred to in article 19 (investment professionals) or 49 (high net worth companies, etc) of the Order or is a person to whom the Placing may otherwise be made or to whom the Placing Shares may otherwise be directed without an approved prospectus having been made available to the public in the UK before the Placing Shares are offered and without making an unlawful financial promotion; and

(iii)  understands, recognises and acknowledges that no prospectus has been or will be approved in connection with the Placing by the FCA in the United Kingdom under section 87A of Financial Services and Markets Act 2000 (the "FSMA"); or

(iv)  if it is not in the United Kingdom but is acting for the account of a Purchaser in the United Kingdom, that each of subparagraphs (i), (ii) and (iii) applies in respect of each such Purchaser;

(b)  it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person. For the avoidance of doubt, the Purchaser has not made and will not make any offer to the public of the Placing Shares for the purposes of section 102B FSMA;

(c)  if it is in a jurisdiction outside the United Kingdom, it is a person to whom the Placing or an invitation to subscribe for the Placing Shares in the manner contemplated by this Appendix and any communication or correspondence therewith is permitted by the laws of the jurisdiction in which it is situated or from where the Purchaser submitted its bid to subscribe for Placing Shares and it is a person to whom the Placing Shares can lawfully be offered and issued under all applicable laws, without the need for any approval, registration, filing or lodgement of any kind, including a prospectus or other disclosure document;

(d)  without prejudice to paragraph (c) above, if the Purchaser is in Hong Kong it is (i) a "professional investor" within the meaning of the Securities and Futures Ordinance of Hong Kong (Cap 571) and any rules made thereunder, and (ii) acquiring the Placing Shares for its own account (or an account as to which it has full investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares;

(e)  it (and any account for which it is purchasing) (i) is not a U.S. Person, (ii) is outside the United States, (iii) is acquiring the Placing Shares in an offshore transaction (as this term is used in Regulation S), (iv) understands that the offer and sale to it of the Placing Shares have not been and will not be registered under the U.S. Securities Act or the laws of any state of the United States, and (v) agrees that it will not offer, sell, re-sell, take up, pledge, transfer, deliver or distribute any Placing Shares in the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

(f)  it (and any account for which it is purchasing) (i) acknowledges that it has not acquired the Placing Shares as a result of any directed selling efforts (as this term is used in Regulation S) or any general solicitation or general advertising (as these terms are used in Regulation D under the U.S. Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, Internet or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising, (ii) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the U.S. Securities Act, and (iii) will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing (including electronic copies thereof), in or into the United States or to or for the account of any U.S. Person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any such person;

(g)  time shall be of the essence as regards obligations pursuant to this Appendix;

 (h)  unless otherwise specifically agreed in writing with Cenkos, neither it nor the beneficial owner of such Placing Shares is or will be a resident of, or subject to the laws of any member state of the EEA, the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa, or will otherwise be considered a U.S. Person;

 (i)  the Placing Shares have not been and will not be registered under the securities legislation of any member state of the EEA, the United States, Canada, Australia, Japan, New Zealand and the Republic of South Africa and may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions except subject to certain exceptions;

(j)  it acknowledges that this Announcement has not been approved by the Securities and Futures Commission in Hong Kong and, accordingly, (i) the Placing Shares may not be offered or sold in Hong Kong by means of this Announcement or any other document other than to "professional investors" as defined in the Securities and Futures Ordinance of Hong Kong (Cap 571) and any rules made thereunder, or in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap 32) ("CWUMPO") or which do not constitute an offer to the public within the meaning of the CWUMPO, and (ii) no person shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Placing Shares which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Placing Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as set out above);

(k)  the Purchaser consents to the Company making a notation on its records or giving instructions to any registrar and transfer agent of the Placing Shares in order to implement the restrictions on transfer set forth and described above;

(l)  if required by applicable securities laws or as otherwise reasonably requested by the Company, the Purchaser will execute, deliver and file and otherwise assist the Company in filing reports, questionnaires, undertakings and other documents with respect to the issue of the Placing Shares;

(m)  the Purchaser has such knowledge and experience in financial, business and tax matters as to be capable of evaluating the merits and risks of its investment in the Placing Shares and it is able to bear the economic risks and complete loss of such investment in the Placing Shares;

(n)  the Purchaser has not received or requested, nor does it have any need to receive, any offering memorandum or any other document describing the business and affairs of the Company in order to assist it in making an investment decision to subscribe for the Placing Shares;

(o)  it is purchasing the Placing Shares for its account or for the account of one or more persons for investment purposes only and not with the purpose of, or with a view to, the resale, transfer or distribution or granting, issuing or transferring of interests in, or options over, the Placing Shares and, in particular, neither the Purchaser nor any other person for whose account it is purchasing the Placing Shares has any intention to distribute either directly or indirectly any of the Placing Shares in the United States or to or for the account of any U.S. Person;

(p)  it has such knowledge and experience in financial and business matters and expertise in assessing credit and all other relevant risks that it is capable of evaluating independently, and has evaluated independently and conducted an in-depth detailed analysis on, the merits and risks of a purchase of the Placing Shares for itself and each other person, if any, for whose account it is acquiring any Placing Shares, and it has determined that the Placing Shares are a suitable investment for itself and each other person, if any, for whose account it is acquiring any Placing Shares, both in the nature and the number of the Placing Shares being acquired;

(q)  if applicable, it is, or any beneficial Purchaser for whom it is contracting is, acquiring the Placing Shares pursuant to and in compliance with an exemption from the prospectus requirements of securities laws of the jurisdiction of residence and will provide the Company and Cenkos, on request, whether before or after the Closing Date, with evidence of such compliance;

(r)  it has had access to all information that it believes is necessary or appropriate in connection with, and for an adequate time prior to, its purchase of the Placing Shares.  It acknowledges and agrees that it will not hold Cenkos responsible for any misstatements in, or omissions from, any publicly available information concerning the Company;

(s)  it has made and relied entirely upon its own assessment of the Company, and has conducted its own independent investigation with respect to the Placing Shares and the Company;

(t)  it shall obtain its own advice regarding the tax consequences in any jurisdiction of purchasing, owning or disposing of any Placing Shares;

(u)  it has not relied on any investigation that any Beneficiary  may have conducted with respect to the Placing Shares or the Company.  No Beneficiary has made any representation to it, express or implied, with respect to the Placing Shares or the Company;

(v)  it acknowledges that the Placing does not constitute a securities recommendation or advice in relation to any securities, and that no securities recommendation or advice has been made or given to you by any Beneficiary in relation to the Placing;

(w)  it acknowledges that an investment in the Placing Shares involves a degree of risk;

(x)  except to the extent that liability cannot by law be excluded, it acknowledges that none of the Beneficiaries accept any responsibility in relation to the Placing or for the accuracy or completeness of any information given to it in connection with the Placing;

(y)  it acknowledges and agrees that it will accept the decisions and actions of Cenkos and/or the Company in respect of the Placing and the acceptance of any Placing of Placing Shares does not oblige Cenkos and/or the Company to consult with it as to any matter or qualify the exercise or non-exercise of rights arising under or in relation to the Placing;

(z)  it has been independently advised as to any resale restrictions under applicable securities laws in its own jurisdiction;

(aa)  it acknowledges and agrees that if Cenkos takes title to the Placing Shares it does so only as agent for the Purchaser for the purposes of effecting settlement and it agrees to release Cenkos from any liability incurred by it in acting in such capacity (whether arising out of any act or omission by the Company in relation to the Placing or to the Placing Shares or otherwise);

(bb)  if it is acquiring any Placing Shares for an account of one or more persons, it has full power to make the acknowledgements, representations, warranties and agreements hereunder on behalf of each such person and it will take reasonable steps to ensure that each such person will comply with its obligations hereunder;

(cc)  it acknowledges that the Beneficiaries will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements in conducting and undertaking the Placing;

(dd)  it has read this Announcement, including this Appendix, in its entirety and its subscription of the Placing Shares is subject to and based upon only the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;

(ee)  the exercise by Cenkos of any right of termination or any right of waiver exercisable by it contained in the Placing and Open Offer Agreement including, without limitation, the right to terminate the Placing and Open Offer Agreement, is within its absolute discretion and Cenkos will have no liability to any Purchaser whatsoever in connection with any decision to exercise or not exercise any such rights;

(ff)  if (i) any of the conditions in the Placing and Open Offer Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing and Open Offer Agreement is terminated or does not otherwise become unconditional in all respects prior to the admission of the Placing Shares, the Placing will lapse and its rights shall cease and determine at such time and no claim shall be made by any Purchaser in respect thereof;

(gg)  no offer document or prospectus has been, or will be, prepared in connection with the Placing and it represents and warrants that it has not received a prospectus or other offer document in connection therewith;

(hh)  the ordinary shares of £0.01 each in the capital of the Company are (and the Placing Shares issued pursuant to the Placing will be) admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other AIM quoted company, without undue difficulty;

(ii)  neither Cenkos nor the Company nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Shares or the Company or any other person other than this Announcement; nor has it requested Cenkos or the Company nor any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

(jj)  the content of this Announcement is exclusively the responsibility of the Company and none of Cenkos nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company (except for any information or statements relating solely to Cenkos and furnished by Cenkos specifically for use in such documents) and will not be liable for any Purchaser's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise.  Each Purchaser further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Purchaser has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Cenkos or the Company and neither Cenkos nor the Company will be liable for any Purchaser's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement.  Each Purchaser further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

(kk)  in subscribing for Placing Shares, it has consented to receive "inside information" for the purposes of MAR , and it agrees not to deal in any securities of the Company until such time as the inside information of which it has been made aware has been made public for the purposes of MAR or it has been notified by Cenkos or the Company that the proposed Placing will not proceed and any unpublished price sensitive information of which the Purchaser is aware has been publicly announced, and, other than in respect of its knowledge of the proposed Placing, it has neither received nor relied on any confidential price sensitive information concerning the Company or the Placing Shares;

(ll)  it has complied with its obligations in connection with the Criminal Justice Act 1993, money laundering and terrorist financing under the Anti Terrorism Crime and Security Act 2001, the Proceeds of Crime Act 2002, the Terrorism Act 2003, MAR, the Prospectus Regulation, the Terrorism Act 2006, the Money Laundering Regulations 2007, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and Part VIII of the Financial Services and Markets Act 2000 (the "Regulations"), including identifying its clients in accordance with the Regulations, and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations.  If within a reasonable time after a request for verification of identity Cenkos has not received such satisfactory evidence, Cenkos may, in its absolute discretion, reject an application for Placing Shares in which event all funds delivered by such Purchaser to Cenkos (if any) will be returned without interest to the account of the drawee bank from which they were originally debited;

(mm)  if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Regulation, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in the United Kingdom to Qualified Investors, unless Cenkos has given prior consent to such proposed offer or resale;

(nn)  it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

(oo)  it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in the Company's ordinary shares in accordance with Chapter 5 of the Disclosure Guidance and Transparency Rules;

(pp)  it and any person acting on its behalf is entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Company, or otherwise;

(qq)  it (and any person acting on its behalf) will make or procure payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Cenkos and the Company may in their absolute discretion determine and without liability to such Purchaser, and it will remain liable for any shortfall below the net proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in in these terms and conditions) which may arise upon the placing or sale of such Purchaser's Placing Shares on its behalf;

(rr)  the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be, and none of Cenkos nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Each Purchaser and any person acting on behalf of such Purchaser agrees to participate in the Placing and it agrees to indemnify the Company and Cenkos in respect of the same on the basis that the Placing Shares will be allotted to the account of Cenkos who will hold them as nominee on behalf of such Purchaser until settlement in accordance with its standing settlement instructions;

(ss)  the Company and Cenkos and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Cenkos on their own behalf and on behalf of the Company and are irrevocable;

(tt)  it will indemnify and hold the Company and Cenkos and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement or incurred by the Company, Cenkos or their respective affiliates, agents, directors, officers and employees arising from the performance of the Purchaser's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

(uu)  its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and the Purchaser will have no right to be consulted or require that its consent be obtained with respect to the Company's conduct of the Placing.  The foregoing representations, warranties and confirmations are given for the benefit of the Company and Cenkos.  The agreement to settle a Purchaser's subscription (and/or the subscription of a person for whom such Purchaser is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question.  Such agreement assumes, and is based on the warranty above from each Purchaser, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax in excess of 0.5% under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services).  If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable.  In that event the Purchaser agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor Cenkos shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Purchaser should seek its own advice and notify Cenkos accordingly;

(vv)  no action has been or will be taken by any of the Company, Cenkos or any person acting on behalf of the Company or Cenkos that would, or is intended to, permit a public offering of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

(ww)  it will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares;

(xx)  Cenkos or any of its affiliates may, at their absolute discretion, agree to become a Purchaser in respect of some or all of the Placing Shares;

(yy)  when a Purchaser or person acting on behalf of the Purchaser is dealing with Cenkos, any money held in an account with any of Cenkos on behalf of the Purchaser and/or any person acting on behalf of the Purchaser will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA;

(zz)  it acknowledges that the money will not be subject to the protections conferred by the client money rules and as a consequence, this money will not be segregated from Cenkos' money in accordance with the client money rules and will be used by Cenkos in the course of its own business; and the Purchaser will rank only as Cenkos' general creditor;

(aaa)  it acknowledges that all times and dates in this Announcement may be subject to amendment and Cenkos shall notify the Purchasers and any person acting on behalf of the Purchasers of any changes;

(bbb)  that past performance is no guide to future performance and persons needing advice should consult an independent financial adviser;

(ccc)  all obligations entered into by the Purchaser pursuant hereto with Cenkos are entered into with Cenkos as agent for the Company and are therefore enforceable directly by the Company;

(ddd)  if a company, it is a valid and subsisting company and has all the necessary corporate capacity and authority to execute its obligations in connection with the Placing participation;

(eee)  it is not presently acting in concert, as defined in the City Code on Takeovers and Mergers, with any existing shareholder or other Purchaser; and

(fff)   it irrevocably appoints any director of Cenkos as its agent for the purposes of executing and delivering to the Company's and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares offered to it.

The Purchaser agrees that the Company and Cenkos will rely upon the truth and accuracy of the foregoing confirmations, representations, warranties, acknowledgments, undertakings and agreements which are given by each Purchaser (or persons acting on their behalf) and are irrevocable.

10.  ENTIRE AGREEMENT

The terms set out in this Appendix and the allocation of Placing Shares (including the subscription amount payable) as confirmed to a Purchaser, constitute the entire agreement to the terms of the Placing and a Purchaser's participation in the Placing to the exclusion of prior representations, understandings and agreements between them.  Any variation of such terms must be in writing.

11.  GOVERNING LAW AND JURISDICTION

The agreement arising out of acceptance of the Placing and any dispute or claim arising out of or in connection with the Placing or formation thereof (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. Each Purchaser irrevocably agrees to submit to the exclusive jurisdiction of the courts of England to settle any claim or dispute that arises out of or in connection with the agreement arising out of acceptance of the Placing or its subject matter or formation (including non-contractual disputes or claims).

APPENDIX 3

DEFINITIONS

The following definitions apply throughout this Announcement (including the Appendices), unless the context requires otherwise:

AIM  means the AIM market of the London Stock Exchange.

AIM Rules  means the AIM rules for companies published by the London Stock Exchange.

Bookrunner means Cenkos Securities Plc.

Bookbuild means an accelerated process conducted by Cenkos to determine demand for participation in the Placing by Placees.

Cenkos means Cenkos Securities plc, acting as broker in connection with the Placing.

Circular  means the circular, expected to be published by the Company on or about 7 December 2021, in relation to the Placing, Subscription and Open Offer.

Closing Date means the date upon which settlement of the Placing Shares is due to take place being on or around 15 December 2021.

Company  or Chariot means Chariot Limited, a company incorporated in Guernsey with registered number 47532, with its registered office at Oak House, Hirzel Street, St Peter Port, Guernsey, GY1 2NP.

 

CREST  means a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations).

CREST Regulations  means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended).

Directors  or Board means the board of directors of the Company.

EEA means The European Economic Area.

EU  means the European Union.

Euroclear  means Euroclear UK & Ireland Limited.

Excess Application Facility means the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their entitlement in accordance with the terms and conditions of the Open Offer, as set out in the Circular.

Existing Ordinary Shares  means the 636,723,079 Ordinary Shares in issue at the date of this Announcement, all of which are admitted to trading on AIM and being the entire issued ordinary share capital of the Company.

 

FCA  the United Kingdom means Financial Conduct Authority. 

First Admission means admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective in accordance with the AIM Rules.

FSMA  means Financial Services and Markets Act 2000.

Fundraising or Fundraise means the Placing, Subscription and the Open Offer.

GSA means gas sales agreement.

Group means the group of which the Company is the parent.

Issue Price means 7 pence per New Ordinary Share.

 

London Stock Exchange  means London Stock Exchange plc.

Magna means Magna Capital LDA, an entity of which Adonis Pouroulis is a substantial shareholder .

MAR  means the Market Abuse Regulation (EU) No.596/2014, as retained and applicable in the UK pursuant to s3 of the European Union (Withdrawal) Act 2018 (as amended)

New Ordinary Shares  means the Placing Shares, Subscription Shares and the Open Offer Shares, or any of them. 

NPV means net present value.

Open Offer means the conditional invitation proposed to be made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares.

Open Offer Shares means up to 21,224,102 new Ordinary Shares which are to be the subject of the Open Offer.

 

Ordinary Shares  means ordinary shares of 1 penny each in the capital of the Company.

Placees means the institutional investors participating in the proposed Placing.

Placing means the proposed placing by Cenkos as agent for the Company, of the Placing Shares at the Issue Price on a non-pre-emptive basis, on the terms and conditions set out in the Placing and Open Offer Agreement.

Placing and Open Offer Agreement  means the agreement to be entered into between the Company and Cenkos in connection with the Placing and the Open Offer.

Placing Shares  means new Ordinary Shares which may, pursuant to the Placing, be allotted and issued fully paid up at the Issue Price and admitted to trading on AIM.

 

Prospectus Regulation means the UK version of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 2017 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.

 

Qualifying Shareholders means Shareholders on the register of members of the Company as at the Record Date, excluding certain overseas Shareholders (as further described in the Circular).

Record Date means 6.30 pm on 3 December 2021.

 

Registrar means Link Group, the registrar to the Company.

 

Regulation S means Regulation S under the U.S. Securities Act.

Relevant Persons has the meaning given in Appendix 2.

RNS  means the regulatory information service approved by the London Stock Exchange for the distribution of AIM announcements. 

Second Admission means admission of the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules.

Shareholders  means holders of Ordinary Shares.

Subscription means the proposed subscription for the Subscription Shares at the Issue Price by certain Directors and other investors.

 

Subscription Shares means the new Ordinary Shares which may, pursuant to the Subscription, be allotted and issued fully paid up at the Issue Price and admitted to trading on AIM.

 

Total Eren means Total Eren S.A.

 

United Kingdom  or UK means United Kingdom of Great Britain and Northern Ireland.

United States  or US means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. 

U.S. Person has the meaning given to such term in Regulation S.

U.S Securities Act means the United States Securities Act of 1933, as amended.

All references in this announcement to "£", "pence" or "p" are to the lawful currency of the United Kingdom. All references to "USS" or "$" are to the lawful currency of the United States.

 

 

 

 

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

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