20 June 2017
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
Placing and Subscription to raise £2 million
Ariana Resources plc ("Ariana" or "the Company"), the gold exploration and development company operating in Turkey, is pleased to announce that it has raised an aggregate amount of approximately £1.87 million by way of a placing (the "Placing") of 133,846,154 new Ordinary Shares (the "Placing Shares") and subscription (the "Subscription") of 10,030,770 new Ordinary Shares (the "Subscription Shares") at a price of 1.30 pence per Placing Share and Subscription Share (the "Issue Price").
The Placing, which is not underwritten, has been undertaken within the Company's existing share authorities, and has been supported by both new and existing shareholders. The Placing has been undertaken by Beaufort Securities Limited and, pursuant to the terms and conditions set out in Appendix I below, by Panmure Gordon (UK) Limited. The Placing is conditional on: (i) the placing agreement between the Company, Beaufort Securities and Panmure Gordon not being terminated prior to Admission; and (ii) Admission becoming effective on AIM.
The Subscription, which is also made within the Company's existing share authorities, is unconditional. In addition, certain of the Directors intend to invest an aggregate amount of approximately £130,000 on the same terms as the Subscription, including the Issue Price. A further announcement will be made once their participations have been completed.
The Placing and Subscription when combined with the intended Directors' participation will result in the Company raising gross proceeds of up to c.£2 million (together the "Proceeds"). The net Proceeds will be used, in part, for working capital support of its joint venture operating company, Zenit Madencilik San. ve Tic. A.S., a 50:50 partnership between Ariana and Proccea Construction Co., prior to the Kiziltepe operation achieving commercial production. The Proceeds will also be directed towards the continued exploration and development of the Company's portfolio of advanced assets in Turkey, including Salinbas and Tavsan.
Operationally, the ramp-up to full production capacity at Kiziltepe remains on track and is expected to be concluded by the end of June 2017, following which quarterly production reporting will commence and particularly once commercial production has been achieved.
The Company intends to undertake at least the following activities during 2017 and in to 2018 across its asset portfolio:
· trial mining and further resource development work at the wholly-owned Kizilcukur project and to develop its strategy to feed this project in to the mine schedule at Kiziltepe;
· continue with exploration and scoping-level work at the wholly-owned 1Moz Salinbas project; and
· commission additional feasibility-related work at the JV-owned Tavsan project to accelerate the project towards development.
Application will shortly be made for the 153,846,154 Placing Shares, Subscription Shares and the new Ordinary Shares anticipated to be issued to certain of the Directors, as detailed above, to be admitted to trading on AIM. Such shares will rank pari passu with all existing ordinary shares in the Company, and Admission is expected to take place on 23 June 2017.
At Admission, the Company's issued share capital will consist of 1,051,637,937 ordinary shares with a nominal value of 0.1 pence each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights will be 1,051,637,937.
Michael de Villiers, Chairman, commented:
"This fundraising was completed with the support of existing and new investors, who have recognised the substantial progress made by the Company during the past year. In that time the Company has entered production at it JV-owned Kiziltepe Mine, substantially added to its resource base at Kiziltepe, completed scoping at the JV-owned Tavsan Project and acquired the 1Moz Salinbas Project outright. Consequently, the Company has significantly accelerated its project development across its portfolio in a short period of time and we are keen to ensure that this forward momentum is now maintained appropriately. This funding will now enable us to maintain progress across our portfolio and in particular help support our JV operation at Kiziltepe, with our partners Proccea, until commercial production is achieved.
We would like to take this opportunity to welcome our new shareholders and look forward to updating all shareholders further with further news from across its portfolio of assets in the coming months."
Market Abuse Regulation
The Market Abuse Regulation ("MAR") became effective from 3 July 2016. Market Soundings, as defined in MAR, were taken in respect of the proposed 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.
Ariana Resources plc
Tel: +44 (0) 20 7407 3616
Michael de Villiers, Chairman
Kerim Sener, Managing Director
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Panmure Gordon (UK) Limited
Tel: +44 (0) 20 7886 2500
Adam James / Atholl Tweedie, Corporate Finance
Tom Salvesen, Corporate Broking
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Beaumont Cornish Limited
Tel: +44 (0) 20 7628 3396
Roland Cornish / Felicity Geidt
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Beaufort Securities Limited
Tel: +44 (0) 20 7382 8300
About Ariana Resources:
Ariana is an exploration and development company focused on epithermal gold-silver and porphyry copper-gold deposits in Turkey. The Company is developing a portfolio of prospective licences originally selected on the basis of its in-house geological and remote-sensing database.
The Company's flagship assets are its Kiziltepe and Tavsan gold projects which form the Red Rabbit Gold Project. Both contain a series of prospects, within two prolific mineralised districts in the Western Anatolian Volcanic and Extensional (WAVE) Province in western Turkey. This Province hosts the largest operating gold mines in Turkey and remains highly prospective for new porphyry and epithermal deposits. These core projects, which are separated by a distance of 75km, form part of a 50:50 Joint Venture with Proccea Construction Co. The Kiziltepe Sector of the Red Rabbit Project is fully-permitted and is currently in production. The total resource inventory at the Red Rabbit Project and wider project area stands at c. 525,000 ounces of gold equivalent. At Kiziltepe a Net Smelter Return ("NSR") royalty of up to 2.5% on future production is payable to Franco-Nevada Corporation. At Tavsan an NSR royalty of up to 2% on future production is payable to Sandstorm Gold.
In north-eastern Turkey, Ariana owns 100% of the Salinbas Gold Project, comprising the Salinbas gold-silver deposit and the Ardala copper-gold-molybdenum porphyry among other prospects. The total resource inventory of the Salinbas project area is c. 1 million ounces of gold equivalent. A NSR royalty of up to 2% on future production is payable to Eldorado Gold Corporation.
Beaufort Securities Limited and Panmure Gordon (UK) Limited are joint brokers to the Company and Beaumont Cornish Limited is the Company's Nominated Adviser.
For further information on Ariana you are invited to visit the Company's website at www.arianaresources.com.
Beaumont Cornish Limited, which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority, is acting as Nominated Adviser to the Company in connection with the Placing and is not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited.
Beaumont Cornish Limited has not authorised the contents of this announcement and no representation or warranty, express or implied, is made by Beaumont Cornish Limited as to the accuracy or contents of this announcement or the opinions contained therein, without limiting the statutory rights of any person to whom this announcement is issued. The information contained in this announcement is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted by Beaumont Cornish Limited in relation to them.
Panmure Gordon (UK) Limited, which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority, is acting as Joint Broker to the Company in connection with the Placing and is not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to clients of Panmure Gordon (UK) Limited.
Panmure Gordon (UK) Limited has not authorised the contents of this announcement and no representation or warranty, express or implied, is made by Panmure Gordon (UK) Limited as to the accuracy or contents of this announcement or the opinions contained therein, without limiting the statutory rights of any person to whom this announcement is issued. The information contained in this announcement is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted by Panmure Gordon (UK) Limited in relation to them.
Beaufort Securities Limited, which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority, is acting as Joint Broker to the Company and is not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to clients of Beaufort Securities Limited.
Beaufort Securities Limited has not authorised the contents of this announcement and no representation or warranty, express or implied, is made by Beaufort Securities Limited as to the accuracy or contents of this announcement or the opinions contained therein, without limiting the statutory rights of any person to whom this announcement is issued. The information contained in this announcement is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted by Beaufort Securities Limited in relation to them
This announcement contains "forward-looking statements" which includes all statements other than statements of historical fact including, without limitation those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "might", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law, the AIM Rules.
TERMS & CONDITIONS OF THE PLACING FOR CONTRACT NOTES
IMPORTANT INFORMATION FOR PANMURE GORDON PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (C) OTHER PERSONS TO WHOM IT CAN LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN REGISTERED AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE US OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER APPLICABLE STATE SECURITIES LAWS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
This announcement does not constitute a prospectus, admission document or other offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for any such securities. By participating in the Placing, each Placee acknowledges and agrees with Panmure Gordon and the Company that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing.
This Announcement has been prepared and issued by the Company and is and will be the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon or its directors, officers, employees, affiliates, branches, advisers, consultants or agents or any other person as to or in relation to, the accuracy or completeness of the Announcement or any other written or oral information made available to or publicly available to any Placee, any person acting on such Placee's behalf or any of their respective advisers, and any liability therefor is expressly disclaimed.
Placees will be deemed to have read and understood this announcement in its entirety and to be participating, making an offer and acquiring and/or subscribing on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:
a) it is a Relevant Person (as defined above) and undertakes that it will acquire, subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
b) it is acquiring or subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion, it has the authority to make and does make the acknowledgements, representations and agreements contained in this announcement and that, it (and any such account) is outside the United States and is acquiring the Placing Shares in an "offshore transaction" in accordance with Regulation S under the Securities Act; and
c) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be subscribed for or acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the European Economic Area which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of Panmure Gordon has been given to each such proposed offer or resale.
The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. 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.
Details of the Placing
Each of Panmure Gordon and Beaufort Securities Limited ("Beaufort") has agreed to act on the terms and subject to the conditions set out in the Placing Agreement as agent of the Company to use reasonable endeavours to procure persons to subscribe for the Placing Shares at the Placing Price. Each of Panmure Gordon and Beaufort has entered into the Placing Agreement with the Company in respect of the Placing. The issue and sale of the Placing Shares is not underwritten by Panmure Gordon or Beaufort. The Company reserves the right to issue and sell a lesser number of shares through the Placing and to settle certain of the Placing Shares by way of a direct subscription with the Company, having consulted with Panmure Gordon and Beaufort.
The Placing Agreement contains customary warranties and an indemnity given by the Company to Panmure Gordon and Beaufort.
The terms and conditions in this Appendix apply to Placees procured by Panmure Gordon only. A Placee's acceptance of this offer shall be irrevocable and its obligations in respect thereof shall not be capable of rescission or termination by it in any circumstance except fraud. All such obligations are entered into by a Placee with Panmure Gordon in its capacity as agent for the Company and are therefore directly enforceable by the Company.
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, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for Admission of the Placing Shares and it is expected that settlement of any such shares and Admission will become effective on or around 23 June 2017 and that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Each of Panmure Gordon and Beaufort is acting as broker and agent of the Company in respect of the Placing Shares.
2. Participation in the Placing will only be available to Relevant Persons and others who may lawfully be, and are, invited to participate by Panmure Gordon and Beaufort. Panmure Gordon, Beaufort and their affiliates are each entitled to participate in the Placing as principal.
3. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing by Placees procured by Panmure Gordon only. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
4. Each Placee's allocation will be confirmed to Placees orally by Panmure Gordon, and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Panmure Gordon and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.
5. Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to Panmure Gordon (acting as agent of the Company), to pay in cleared funds immediately on the settlement date in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to subscribe for in connection with the Placing, conditional upon, amongst other things, the Admission becoming effective.
6. Irrespective of the time at which a Placee's Placing Participation is confirmed, settlement for all Placing Shares to be subscribed for or acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Timetable and Settlement".
7. Each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating in the Placing upon the terms and conditions contained in this Announcement, and to be providing the representations, indemnities, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Announcement.
8. Completion of the Placing will be subject to the fulfilment of the conditions referred to below under the heading, "Conditions and further terms of the Placing" and to the Placing Agreement not being terminated on the basis referred to below. In the event that the Placing Agreement does not become unconditional in all respects or is terminated, the Placing will not proceed and all funds delivered by a Placee to Panmure Gordon in respect of a Placee's Placing Participation will be returned to the relevant Placee at their own risk without interest.
9. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
10. To the fullest extent permissible by law, neither (i) Panmure Gordon, nor (ii) any of its directors, officers, employees or consultants, nor (iii) to the extent not contained in (i) or (ii), any person connected with Panmure Gordon as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Panmure Gordon nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Panmure Gordon's conduct of the Placing.
Conditions and further terms of the Placing
Panmure Gordon's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
· the Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and
· Admission becoming effective by not later than 8.00 a.m. on 23 June 2017 (or such later date and time as may be agreed by the Company and Panmure Gordon, being no later than the Long Stop Date).
If (i) any of the conditions contained in the Placing Agreement are not fulfilled or waived by Panmure Gordon and Beaufort by the respective time or date where specified (or such later time or date as the Company, Panmure Gordon and Beaufort may agree not being later than 8.30 a.m. on the Long Stop Date or (ii) the Placing Agreement is terminated as described below, the Placing will lapse and the Placee's rights and obligations thereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Each of Panmure Gordon and Beaufort may, at its absolute discretion and upon such terms as it thinks fit, waive, or extend the period (up to the Long Stop Date) 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 Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither Panmure Gordon, nor Beaufort nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Panmure Gordon and Beaufort.
Right to terminate under the Placing Agreement
Each of Panmure Gordon and Beaufort is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:
(a) the Company, in any material respect, fails to comply with any of its obligations under the Placing Agreement;
(b) any of the warranties given by the Company to Panmure Gordon and Beaufort was not at the date of the Placing Agreement true and accurate in any respect or, by reference to the facts subsisting at the relevant time, has ceased to be true and accurate in any respect; or
(c) in the opinion of Panmure Gordon or Beaufort, there has occurred any adverse change in, or any development reasonably likely to involve an adverse change in, the condition (financial, operational, legal or otherwise), earnings, business, management, property, assets, rights, results, operations or prospects of the Company or the Group which in each case is material in the context of the Company or the Group taken as a whole, whether or not arising in the ordinary course of business; or
(d) there happens, develops or comes into effect: (i) a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom; or (ii) the outbreak or escalation of hostilities or acts of terrorism involving the United Kingdom or the declaration by the United Kingdom of a national emergency or war; or (iii) any other occurrence of any kind which (by itself or together with any other such occurrence) in Panmure Gordon's or Beaufort's reasonable opinion is likely to materially and adversely affect the market's position or prospects of the Group taken as a whole; or (iv) any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in Panmure Gordon's or Beaufort's reasonable opinion is likely to materially adversely affect the Placing.
Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares.
The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Panmure Gordon or Beaufort of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Panmure Gordon or Beaufort, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Panmure Gordon, Beaufort,the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or Panmure Gordon or any other person and neither Panmure Gordon nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Panmure Gordon, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company, nor Panmure Gordon are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation or fraud.
Timetable and Settlement
Settlement of transactions in the Placing Shares following Admission will take place within CREST, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in Panmure Gordon's opinion, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Panmure Gordon and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Panmure Gordon.
In no circumstances will interest be payable to a Placee on sums paid on account of settlement. Interest will be charged for payments not received by Panmure Gordon for value at the time set out below at four per cent. per annum above the base lending rate of the Bank of England from time to time.
Each Placee agrees that it will do all things necessary to ensure that its CREST account enables delivery and acceptance of the Placing Shares to be made to it on 23 June 2017 against payment of the amount due and in accordance with the CREST system. Settlement should be through Panmure Gordon against CREST ID: 83801.
Failure by a Placee to do so will lead to a claim for interest in accordance with the paragraph above if settlement in CREST is consequently delayed.
Panmure Gordon will enter a delivery versus payment instruction into the CREST system for matching. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the shares to such Placee against payment of the Placing Price for the relevant Placing Shares to be made through the CREST system on Admission.
For the avoidance of doubt, Placing allocations will be booked with a trade date of 20 June 2017 and settlement date of 23 June 2017, the date of Admission.
In the event of late CREST settlement, Panmure Gordon reserves the right to deliver a Placee's Placing Shares outside CREST in certificated form, provided that payment has been made in terms satisfactory to Panmure Gordon and all other conditions relating to the Placing have been satisfied.
Notwithstanding the above, the right is reserved to deliver all of the Placing Shares to which a Placee is entitled in certificated form should Panmure Gordon consider this necessary or desirable.
Neither Panmure Gordon nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from the transfer of shares to a Placee or its agent(s).
Each Placee is deemed to agree that, if it does not comply with these obligations, Panmure Gordon on behalf of the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Confirmations, Representations and Warranties
This Announcement and all other documents issued by Panmure Gordon in connection with the Placing are issued by Panmure Gordon in its capacity as agent of the Company. Panmure Gordon is acting solely for the Company in relation to the Placing and for no other person. A Placee is therefore not a client of Panmure Gordon in connection with the Placing and Panmure Gordon is not responsible to any Placee for providing the protections that are afforded to its clients, or for advising any Placee in relation to the transactions or arrangements described in this Announcement. The contents or receipt of this Announcement do not constitute the giving of investment advice by Panmure Gordon, or the Company, to any Placee.
If any prospective Placee is not able to give the confirmations, representations, indemnities, warranties, undertakings and acknowledgements contained in this Announcement then it should not act on the information contained herein. This Announcement has not been nor is being issued by Panmure Gordon in its capacity as an authorised person nor has it been approved by an authorised person and it may not therefore be subject to the controls which would apply if it were made or approved as a financial promotion by an authorised person.
Placees are reminded that they are agreeing to accept their Placing Participation solely on the basis of information contained in this Announcement and other publicly available information.
The Placing Shares have not been, nor will be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered or sold within the United States to, or for the account or benefit of, US person (as that term is defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and such other applicable state securities laws.
The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province or territory of Canada, no document in relation to the Placing has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance or with any regulatory authority in South Africa or New Zealand in relation to the Placing. Accordingly, the Placing Shares may not, directly or indirectly, be offered, sold, re-sold or delivered in or into Canada, Australia, Japan, New Zealand or South Africa or offered or sold to a resident of Canada, Australia, Japan, New Zealand or South Africa and this Announcement may not be distributed in or into Canada, Australia, Japan, New Zealand or South Africa except in circumstances where the offer, sale or delivery within any province or territory of Canada is permitted under the securities laws of such province or territory without compliance with the prospectus or registration requirements of such laws.
By participating in the Placing and agreeing to be bound by these terms and conditions in this Announcement, each Placee (and any person acting on such Placee's behalf) represents, warrants and undertakes to each of the Company and Panmure Gordon (on its behalf and as agent for the Company) that:
a) it has read and understood this Announcement (including the Appendices) in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this Appendix;
b) it shall subscribe for in full the Placing Shares comprising its Placing Participation and shall pay in full for the same a monetary amount equal to its Placing Participation Amount when due;
c) its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
d) the exercise by Panmure Gordon of any right of termination or any right of waiver exercisable by Panmure Gordon contained in the Placing Offer Agreement or the exercise of any discretion under these terms and conditions shall be within the absolute discretion of Panmure Gordon, and Panmure Gordon shall not have any liability to a Placee whatsoever in connection with any decision to exercise or not exercise any such rights and that a Placee has no rights against Panmure Gordon under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999;
e) in accepting its Placing Participation a Placee has not relied on any representation relating to the Placing, the Placing Shares or the Company other than information contained in the Announcement and/or other publicly available information and/or its own investigations of the Company and in particular, but without prejudice to the generality of the foregoing, it acknowledges that it is not relying on any representations, warranties or statements by Panmure Gordon;
f) the contents of the Announcement are exclusively the responsibility of the Company and neither Panmure Gordon nor any of its directors, employees, officers, agents or advisers have nor shall have any liability for any information, representation or statement contained or referred to in the Announcement or contained or referred to in any other information previously published by the Company and will not be liable for its decision to participate in the Placing based on any information, representation or statement in the Announcement or other publicly available information, such information being all it deems necessary to make an investment decision in respect of the Placing Shares;
g) it has the relevant capacity and authority and has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for the Placing Shares and to perform its subscription obligations;
h) it has complied with all relevant laws of all territories, or obtained all requisite governmental or other consents and authorities which may be required in connection with its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and that it has complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Panmure Gordon or the Company or any of their directors, officers, agents, employees or advisers acting in breach of the legal and regulatory requirements of any territory in connection with the Placing or its Placing Participation;
i) if it is a resident in a member state of the European Economic Area, it is a "Qualified Investor" within the meaning of the law in the Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive;
j) it is one of the following types of person: (i) an investment professional within the meaning of Article 19(5) of the Order; (ii) a person who falls within Article 49(2)(a) to (d) of the Order; or (iii) any other person to whom this Announcement may lawfully be communicated;
k) it has not offered or sold and will not offer or sell any Placing Shares in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
l) it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in a requirement for a publication of a prospectus pursuant to Article 3 of the Prospectus Directive;
m) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
n) it is aware of, has complied with and will comply with its obligations in connection with the Criminal Justice Act 2003, section 118 of FSMA, the Proceeds of Crime Act 2002, the ML Regulations, the Terrorism Act 2000 and the Terrorism Act 2006 to the extent applicable to it;
o) it will not distribute this Announcement or any other document relating to the Placing and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make and do make the statements in these terms and conditions) for investment purposes only;
p) Panmure Gordon does not owe any fiduciary duties to it in respect of any claim it may have relating to the Placing;
q) it shall have no claim against Panmure Gordon or the Company and it hereby irrevocably waives all such claims howsoever arising;
r) it agrees to indemnify and hold harmless each of the Company and Panmure Gordon and their respective affiliates from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by it (or any person on whose behalf it is acting) of the representations, warranties, acknowledgements, agreements and undertakings in these terms and conditions and further agrees that the provisions of these terms and conditions shall survive after completion of the Placing;
s) it has not received a prospectus, admission document or other offering document in connection with the Placing and acknowledge that no prospectus, admission document or other offering document has been prepared in connection with the Placing;
t) if it is a pension fund or investment company, its subscription for or acquisition of any Placing Shares is in full compliance with applicable laws and regulations;
u) the issue or transfer of Placing Shares to it (whether as principal, agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986;
v) it is outside the United States and acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S);
w) it is aware that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the US or to, or for the account or benefit of, US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and such other applicable securities laws;
x) it is not acquiring the Placing Shares with a view to any distribution or resale, directly or indirectly, in the United States;
y) it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement or any other materials concerning the Placing to any other persons within the United States, nor will it do any of the foregoing;
z) it is not a person who is resident in, or a citizen of the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa (or an agent or nominee of such a person) or a national or resident of any other territory in which it is unlawful to make an offer to subscribe for the Placing Shares;
aa) the relevant clearances have not been and will not be obtained from the Securities Commission of any province or territory of Canada and that the Placing Shares have not been and will not be registered under the securities laws of the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa and, therefore, the Placing Shares may not be, directly or indirectly, offered or sold in Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa except in circumstances where the offer, sale or delivery within any province or territory of Canada is permitted under the securities laws of such province or territory without compliance with the prospectus or registration requirements of such laws;
bb) neither it nor any affiliate, nor any person acting on its or any affiliate's behalf, has or will offer, sell, take up, renounce, transfer or deliver directly or indirectly any Placing Shares within the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or offer, sell, take up, renounce, transfer or deliver in favour of or to a resident of the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa except in circumstances where any such action is permitted in, into or from any province or territory of Canada under the applicable securities laws of such province or territory of Canada without compliance with the prospectus or registrations requirements of such laws and is carried out in accordance with any applicable resale requirements of such laws;
cc) to the extent that it is purchasing Placing Shares on behalf of a third party:
(i) it has carried out applicable procedures to verify the identity of such third party for the purposes of the ML Regulations;
(ii) it has complied fully with its obligations pursuant to the ML Regulations;
(iii) it will provide Panmure Gordon on demand with any information it might require for the purposes of verification under the ML Regulations; and
(iv) it is not accepting its Placing Participation on a non-discretionary basis other than as agent for persons who are acquiring securities in the ordinary course of their business.
It is also a term of these terms and conditions that, to ensure compliance with the FCA Rules, the Proceeds of Crime Act 2002 and the ML Regulations (as applicable) Panmure Gordon may, in its absolute discretion, require verification of a Placee's identity to the extent that it has not already provided the same. Pending the provision to Panmure Gordon of evidence of identity, definitive certificates in respect of the Placing Shares or the crediting of the relevant CREST accounts may be retained or delayed at Panmure Gordon's absolute discretion.
If within a reasonable time after a request for verification of identity, Panmure Gordon has not received evidence satisfactory to it, Panmure Gordon may, in its absolute discretion, terminate a Placee's Placing Participation (but without prejudice to Panmure Gordon's rights or the Company's rights to take proceedings to recover any loss suffered by either or both of them as a result of a failure to provide satisfactory evidence), in which event the monies payable on acceptance of the relevant Placing Shares will, if paid, be returned without interest to the account of the bank from which they were originally debited. No Placing Shares will be placed with a Placee if before Admission its acceptance of any Placing Shares is rejected pursuant to the Regulations. Panmure Gordon will not be liable to a Placee or any other person for any loss suffered or incurred as a result of the exercise of such discretion or as a result of any sale of shares comprised in a Placee's Placing Participation.
Law and jurisdiction
These terms and conditions and any non-contractual obligations connected with them are governed by English law.
All disputes arising under or in connection with these terms and conditions, or in connection with the negotiation, existence, legal validity, enforceability or termination of these terms and conditions, regardless of whether the same shall be regarded as contractual claims or not, shall be exclusively governed by and determined only in accordance with English law.
Placees irrevocably agree that the English courts are to have exclusive jurisdiction, and that no other court is to have jurisdiction to:
· determine any claim, dispute or difference arising under or in connection with these terms and conditions or in connection with the negotiation, existence, legal validity, enforceability or termination of these terms and conditions, whether the alleged liability shall arise under English law or under the law of some other country and regardless of whether a particular cause of action may successfully be brought in the English courts ("Proceedings"); or
· grant interim remedies, or other provisional or protective relief.
Placees submit to the exclusive jurisdiction of such courts and accordingly any Proceedings may be brought against the Placees or any of them or any of their respective assets in such courts.
In considering this investment Placees should note that the Placing Shares are, or will be, traded on AIM, a market designed primarily for emerging or smaller companies to which a higher investment risk than that associated with larger or more established companies tends to be attached. The rules of AIM are less demanding than those applicable to companies listed on the Official List of the UK Listing Authority.
The Company and Panmure Gordon draw Placees' attention expressly to the fact that the value of shares can fluctuate in value in money terms, and accordingly that a Placee may not realise, on disposal by it of Placing Shares which it acquires or subscribes for, the full amount of its investment.
All times and dates in this Announcement may be subject to amendment. Panmure Gordon shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The following definitions apply throughout this announcement unless the context otherwise requires:
the admission of the relevant New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules, expected to take place on 23 June 2017
the market of that name operated by the London Stock Exchange
the AIM Rules for Companies, published by the London Stock Exchange from time to time
AIM Rules for Nominated Advisers
the rules for nominated advisers to AIM companies, as published and amended from time to time by the London Stock Exchange
Beaufort Securities Limited, a company registered in England and Wales with company number 01940463
Beaumont Cornish Limited, a company registered in England and Wales with company number 08264910
the board of directors of the Company
Company or Ariana
Ariana Resources plc, a public limited company incorporated on 30 June 2017 in England and Wales and operating under the Companies Act 2006, whose registered office is at Bridge House, 4 Borough High Street, London, SE1 9QR
the directors of the Company
Euroclear UK & Ireland Limited, the operator of CREST
Enlarged Ordinary Share Capital
all of the Ordinary Shares in issue on Admission
Existing Ordinary Shares
the existing Ordinary Shares in issue at the date of this announcement
the Financial Conduct Authority
the Financial Services and Markets Act 2000 (as amended)
the Company, together with its subsidiary undertakings
1.30pence per New Ordinary Share
London Stock Exchange
the London Stock Exchange plc
Long Stop Date
8.00 a.m. on 21 July 2017
New Ordinary Shares
the Ordinary Shares to be issued pursuant to the Placing, Subscription and participation by Directors
ordinary shares of 0.1 pence each in the capital of the Company
holders of Existing Ordinary Shares who are not resident in the United Kingdom
Panmure Gordon (UK) Limited, a company registered in England and Wales with company number 04915201
the persons who conditionally agree to subscribe for Placing Shares
the placing and subscription of the Placing Shares pursuant to the Placing Agreement
The new Ordinary Shares which have been placed firm in accordance with the terms of the Placing, conditional only on Admission
any jurisdiction except the United Kingdom, including in particular the United States, Canada, Japan, Australia or the Republic of Ireland, and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law or regulations
holders of Ordinary Shares
the subscribers for the Subscription Shares
the direct subscription for the Subscription Shares
the new Ordinary Shares the subject of the Subscription
United States or US
the United States of America, its territories or possessions, any state of the United States and the District of Columbia
US Securities Act
the United States Securities Act of 1933 (as amended)
a "US person" as defined in Regulation S promulgated under the US Securities Act
This information is provided by RNS