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Update on proposed acquisition of SIMEC Uskmouth Power Limited

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (“MAR”)

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

21st May 2018

Atlantis Resources Limited (“Atlantis” or the “Company”)

Proposed Placing

Proposed placing of up to 57,142,857 new ordinary shares at 35 pence per share to raise up to £20 million for the Company. 

Update on proposed acquisition of SIMEC Uskmouth Power Limited, including proposed change of name to SIMEC Atlantis Energy Limited, waiver of Rule 14 under the Singapore Takeover Code, Admission of the Enlarged Share Capital to trading on AIM and Notice of General Meeting

Highlights

  • Proposed Placing to raise up to £20 million for the Company through an accelerated bookbuilding process.
  • The terms and conditions of the Placing are set out below and in the Appendix to this announcement.
  • Result of Placing expected to be announced later today.
  • Further to the Company’s announcement on 14 December 2017 Atlantis agrees further definitive documentation in relation to the acquisition of SIMEC Uskmouth Power Limited and expects to publish the Admission Document in relation to the Proposals tomorrow.
  • Following the Acquisition, 220MW of capacity at the Power Station is proposed to be converted to use a waste derived energy pellet.
  • Proceeds of the Placing to be used to contribute towards the working capital requirements of the Enlarged Group, to pay down some debt, to fund the costs of the FEED study for the Conversion of the Power Station to run on the waste derived energy pellet, for tidal project and technology development and to fund some of the costs of the Proposals.
  • Power Station value supported by a robust and value enhancing contractual structure.
  • Net Present Value of the Power Station estimated to be £123 million using current estimate of the Conversion cost of £185 million and a leveraged discount rate of 13 per cent.
  • Route to market power purchase agreement signed with Marble, a GFG Alliance company, pursuant to which a majority of the Power Station’s power generation is proposed to be sold following Conversion. The Marble PPA contains a floor price of £30.90 per MWh (escalated annually at half the rate of CPI).
  • Fixed price power purchase agreement signed with Fuel SPV, a joint venture company incorporated by SIMEC Fuels, a GFG Alliance company, and N+P Group B.V., a Dutch recycling group, pursuant to which the Power Station proposes to supply up to 15MW of electricity to the SUP fuel processing facility proposed to be constructed on a site adjacent to the Power Station. Under the Fixed Price PPA, output will be sold at a fixed price of £130 per MWh (escalated annually based on CPI).
  • Fixed price 20 year Fuel Supply Agreement signed with Fuel SPV under which all of the Power Station’s fuel demands after Conversion will be supplied by Fuel SPV. Fuel SPV will supply energy pellets to SUP based on SUP’s demand for fuel which is estimated to be 875,000 tonnes per annum.  SUP will pay £4 per tonne for the energy pellets subject to adjustment in certain circumstances, and such price indexed in accordance with CPI.
  • AECOM, the technical consultant has estimated the cost of Conversion at approximately £185 million subject to a -10 per cent/+30 per cent estimate accuracy range and including contingency.
  • Subject to completion of FEED, all necessary consents being obtained, and subject to financing, the construction works in relation to Conversion (including commissioning), could be completed within 18 months of final investment decision. Based on a final investment decision in mid-2019, this would allow the Power Station to complete commissioning and enter into commercial operations in Q4 2020.
  • Atlantis anticipates that it will seek funding for the Conversion in Q2 2019 following completion of FEED and procurement of the necessary permits. Approximately half of the Conversion cost is expected to be met through debt funding, with the Company also looking to obtain an element of grant funding from the Welsh government or European sources as well as raising some further private and/or public equity capital.
  • It is intended that SUP will contract the Conversion works on an EPC basis. Such EPC contract would be expected to be on a fixed price, date certain, turnkey basis reflecting the market standard for power plant conversions funded through project finance.
  • The consideration for the Acquisition is to be satisfied entirely in Atlantis Ordinary Shares resulting in SIMEC owning 49.99 per cent of the Enlarged Share Capital.
  • A Relationship Agreement has been entered into between Atlantis and SIMEC to govern the relationship between the Atlantis Group and the GFG Alliance to ensure that Atlantis can act independently of the GFG Alliance following Completion. SIMEC will be entitled to nominate two persons to be directors of Atlantis as long as SIMEC owns in excess of 20 per cent of the Company’s Ordinary Shares, and to nominate one person for so long as SIMEC owns in excess of 12.5 per cent of the Company’s Ordinary Shares.  The agreement also contains a standstill under which SIMEC agrees not to acquire 50 per cent or more of the Ordinary Shares without the approval of the Board, such approval not to be unreasonably withheld or delayed.
  • The Acquisition is intended to be the first of a number of acquisitions from the GFG Alliance that will transform Atlantis into a diversified energy company of scale owning development and generating assets across the sustainable energy spectrum, supplementing its existing portfolio of tidal assets. Atlantis is, through the Relationship Agreement, being provided with investment rights through a right of first offer to a pipeline of renewable power assets owned or subsequently acquired by the GFG Alliance.  The SIMEC Pipeline comprises a number of assets within the UK and Australia with a total gross generation capacity of 680MW.
  • The GFG Alliance is a London headquartered international group of businesses, founded and owned by the British Gupta family. It combines energy generation, metal manufacturing, engineering, natural resources and financial services, working together to deliver a common business strategy.  It has total revenues of approximately $13 billion per annum, net assets of around $3.1 billion and approximately 12,000 employees across 30 countries.
  • On Admission the Company’s name is proposed to be changed to SIMEC Atlantis Energy Limited.
  • With effect from Admission, Andrew Dagley will join the Board as Chief Financial Officer and Mark Elborne and Jay Hambro will join the Board as representatives of SIMEC. Also with effect from Admission, Duncan Black, Ian Cobban and Michael Lloyd will step down from the Board.
  • The Acquisition constitutes a reverse takeover under the AIM Rules for Companies. The Acquisition and the Placing are subject to the approval of Atlantis Shareholders.
  • Atlantis expects to post the Admission Document to Atlantis Shareholders tomorrow. The Admission Document will convene a General Meeting of Atlantis at which the Resolutions to approve the Proposals will be put to Atlantis Shareholders.
  • On Admission, SIMEC will have an aggregate holding of Ordinary Shares representing 49.99 per cent of the Enlarged Share Capital, which would normally incur an obligation on SIMEC, under Rule 14 of the Singapore Code, to make a general offer to Atlantis Shareholders to acquire their Ordinary Shares. However, subject to the approval of the Independent Atlantis Shareholders on a poll at the General Meeting to waive their rights to receive a general offer from SIMEC and its contract parties under Rule 14 of the Singapore Code, the Securities Industry Council of Singapore has agreed to waive this obligation.
  • Subject to the conditions to the Acquisition being satisfied, the admission of the Ordinary Shares to trading on AIM will be cancelled and the Enlarged Share Capital will be admitted to trading on AIM. It is anticipated that Completion and Admission will take place shortly following the General Meeting.  Admission and dealings in the Enlarged Share Capital is expected to take place on 15 June 2018.

For further information please contact:

Atlantis Resources Limited  Via FTI Consulting

Tim Cornelius, Chief Executive

Andrew Dagley, Finance Director

Cantor Fitzgerald Europe
(Nominated Adviser, Joint Broker and Joint Bookrunner) 
+44(0)207 894 7000

Rick Thompson

Richard Salmond

David Porter

Macquarie Capital (Europe) Limited (Joint Broker
and Joint Bookrunner) 
+44(0)20 3037 2000

Nick Stamp

FTI Consulting  +44(0)20 3727 1000

Ben Brewerton

Alex Beagley

James Styles

Introduction

On 14 December 2017, the Company announced that it had reached agreement to conditionally acquire SIMEC Uskmouth Power Limited from SIMEC, a member of the GFG Alliance. SUP is the owner of the 393MW Uskmouth power station in Newport, South Wales. The Power Station suspended electricity generation from coal in April 2017. It is proposed that, following the Acquisition, 220MW of capacity at the Power Station will be converted by Atlantis to use a waste derived energy pellet as the fuel source for power generation.

The Company is pleased to announce that it has now agreed further definitive documentation in relation to the Acquisition and expects to publish an Admission Document in relation to the Proposals tomorrow. The Company is also today announcing a proposed fundraising to conditionally raise  up to £20 million before expenses by way of a placing of up to 57,142,857 new Ordinary Shares at a price of 35 pence per share.  Details of the Placing are set out below and in the Appendix to this announcement.  Cantor Fitzgerald and Macquarie are acting as joint bookrunners in connection with the Placing. The proceeds of the Placing will be used to contribute towards the working capital requirements of the Enlarged Group, to pay down some debt, to fund the costs of the FEED study for the Conversion, for tidal project and technology development and to fund some of the costs of the Proposals. The Placing is conditional upon, amongst other things, the Acquisition being completed.

The value of the Power Station is supported by a robust and value-enhancing contractual structure, which includes two power purchase agreements and the Fuel Supply Agreement. SUP has entered into a route-to-market PPA with Marble Power Limited, a GFG Alliance company, pursuant to which a majority of the Power Station’s power generation is proposed to be sold following Conversion. The Marble PPA contains a floor price of £30.90 per MWh (escalated at 50 per cent. annual CPI indexation). The second PPA is with Fuel SPV, a joint venture company incorporated by SIMEC Fuels, a GFG Alliance company, and N+P Group B.V., a Dutch recycling group (through N&P UK Holding 2 Ltd), pursuant to which the Power Station proposes to supply up to 15MW of electricity to the SUP Fuel Processing Facility. Under the Fixed Price PPA, output will be sold at a fixed price of £130 per MWh (escalated annually based on CPI).

In addition, SUP has entered into the fixed price Fuel Supply Agreement pursuant to which all of the Power Station’s fuel demands after Conversion will be supplied by Fuel SPV. Fuel SPV proposes to construct three Fuel Processing Facilities where the waste derived pellets for burning in the Power Station will be produced. One of these facilities (the SUP Fuel Processing Facility), is proposed to be constructed on a site adjacent to the Power Station.

A technical report in connection with the Conversion has been commissioned by the Company from AECOM Infrastructure & Environment UK Limited. The Technical Consultant estimates that subject to completion of all front end engineering and design studies, all necessary consents being obtained, and subject to financing, the construction works in relation to Conversion (including commissioning) could be completed within 18 months of the final investment decision. Based on a final investment decision in mid-2019, this would allow completion of commissioning and entry into commercial operations in Q4 2020. The Technical Consultant has estimated the cost of Conversion at approximately £185 million subject to a -10 per cent./+30 per cent. estimate accuracy range, including contingency. The Company expects to put the Conversion project out to tender on a fully wrapped engineering, procurement and construction basis following a front end engineering and design phase which is anticipated to be completed by the end of Q1 2019. The Company anticipates that it will seek funding for the Conversion in Q2 of 2019, following completion of FEED and procurement of the necessary permits. Approximately half of the Conversion cost is expected to be met through debt funding, with the Company also looking to obtain an element of grant funding from the Welsh government or European sources as well as raising some further private and/or public equity capital to contribute towards the Conversion cost.

Upon completion of the Acquisition, it is intended that the name of the Company will be changed to SIMEC Atlantis Energy Limited. The consideration being paid to SIMEC will be satisfied by the issue to SIMEC of 152,642,330 Ordinary Shares in Atlantis. Following completion of the Acquisition and the Placing referred to below, and following the issue to SIMEC of the SIMEC Loan Completion Shares, SIMEC will own approximately 49.99 per cent. of the Enlarged Share Capital.

Upon completion of the Acquisition, the Enlarged Group will own 100 per cent. of SUP and a diversified portfolio of tidal energy assets and opportunities, including its approximately 77 per cent. interest in MeyGen. The Acquisition is intended to be the first of a number of acquisitions from the GFG Alliance that will transform Atlantis into a diversified energy company of scale owning development and generating assets across the sustainable energy spectrum, supplementing its existing portfolio of assets. In view of this intention, and the size of SIMEC’s shareholding in Atlantis following Admission, Atlantis and SIMEC have entered into a Relationship Agreement which will, amongst other things, provide Atlantis with investment rights through a right of first offer to a pipeline of renewable power assets owned or subsequently acquired by the GFG Alliance.

The Enlarged Group will continue to be led by John Neill (as Chairman) and Tim Cornelius (as Chief Executive Officer). With effect from Admission, Andrew Dagley will join the Board as Chief Financial Officer and Mark Elborne and Jay Hambro will join the Board as representatives of SIMEC. Also with effect from Admission, Duncan Black, Ian Cobban and Michael Lloyd will step down from the Board. The current personnel employed by SUP are, with limited exceptions agreed between the Company and SIMEC, expected to continue their employment with SUP as part of the Enlarged Group. This will comprise a team of approximately 50 personnel with strong operating capabilities to assist in delivering on the Conversion programme.

The Acquisition constitutes a reverse takeover under the AIM Rules for Companies. As such, the Acquisition, as well as the Placing, is subject to the approval of Shareholders, which is being sought at the General Meeting.

Following the Acquisition and the Placing, and following the issue to SIMEC of the SIMEC Loan Completion Shares, SIMEC will have an aggregate holding of 183,099,472 Ordinary Shares representing 49.99 per cent. of the Enlarged Share Capital, which would normally incur an obligation on SIMEC, under Rule 14 of the Singapore Code, to make a general offer to the Atlantis Shareholders to acquire their Ordinary Shares. However, subject to the approval of Independent Atlantis Shareholders on a poll at the General Meeting to waive their rights to receive a general offer from SIMEC and its concert parties under Rule 14 of the Singapore Code, the Securities Industry Council of Singapore has agreed to waive this obligation.

Subject to all the conditions to the Acquisition being satisfied, the admission of the Ordinary Shares to trading on AIM will be cancelled, and the Enlarged Share Capital will be admitted to trading on AIM. It is anticipated that Completion and Admission will take place shortly following the General Meeting.

Details of the Placing

The Company intends to raise up to £20 million (before expenses) pursuant to the Placing. The price per Placing Share is 35 pence.

The Placing will be conducted by Cantor Fitzgerald and Macquarie in accordance with the terms and conditions set out in the Appendix to this announcement.  The Placing is being conducted through an accelerated bookbuilding process which will commence immediately following this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement.

The bookbuilding process will determine demand for and participation in the Placing.  The timing of the closing of the books is at the absolute discretion of the Joint Bookrunners in consultation with the Company, but the books are expected to close no later than 4.30 p.m. today.  However, the Joint Bookrunners reserve the right to close the books earlier or later without further notice. The allocations will be determined by the Joint Bookrunners in their absolute discretion following consultation with the Company and will be confirmed orally or by email by the Joint Bookrunners following the close of the bookbuilding process. A further announcement will be made following the completion of the bookbuilding process.

The Placing Shares will not be offered generally to the Company’s existing shareholders on a pre-emptive basis. Participation in the Placing will be generally limited to certain qualifying institutional investors who are invited, and who choose, to participate. Certain of the Company’s existing significant shareholders have indicated their intention to participate in the Placing. The Placing Shares are not being made available to the public and, subject to certain limited exceptions, are not being offered or sold in, into or from the United States of America, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction where it would be unlawful to do so.

A further announcement in respect of the total number of Placing Shares to be issued, the aggregate proceeds to be raised through the Placing and the timing of the admission of the Placing Shares to trading on AIM will be made in due course, as soon as is practicable, once these details have been finally determined. This is likely to be on or before 4.30 p.m. today. The Placing is not being underwritten.

Following admission to trading on AIM, the Placing Shares will be issued and allotted credited as fully paid and will rank pari passu with the Company’s existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.

The Placing is conditional, inter alia, upon:

  • the passing of the Resolutions at the General Meeting;
  • the Placing Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms;
  • the SPA having become unconditional in accordance with its terms save for any condition relating to Admission having occurred or to the Placing Agreement having become unconditional; and
  • Admission taking place by no later than 8.00 a.m. on 15 June 2018 (or such later date, not being later than 29 June 2018, as the Company and the Joint Bookrunners may agree).

If any of the conditions in the Placing Agreement are not satisfied, the Placing Shares will not be issued and all monies received from Placees will be returned to them (at the Placees’ risk and without interest) as soon as possible.

The Placing Agreement contains customary warranties given by the Company and the Executive Directors to the Joint Bookrunners as to matters relating to the Company and its business and customary indemnities from the Company to the Joint Bookrunners in respect of liabilities arising out of or in connection with the Placing and Admission. The Placing Agreement also contains customary rights of termination which could enable the Joint Bookrunners to terminate the Placing in certain limited circumstances.

Application will be made for the Placing Shares to be admitted to trading on AIM. It is expected that admission of the Placing Shares to trading on AIM will become effective and that dealings in the Placing Shares will commence on or around 15 June 2018.

The terms and conditions of the Placing are set out in the Appendix to this announcement.

Use of proceeds of the Placing

The proceeds of the Placing will be used:

  • to fund the working capital of the Enlarged Group including the working capital requirements of SUP pending Conversion;
  • to discharge up to £3.87 million of debt;
  • to finance the FEED study for the Conversion of the Power Station, which is expected to cost approximately £5 million;
  • to contribute towards the Enlarged Group’s tidal projects and for tidal technology development; and
  • to contribute towards the payment of fees in connection with the Proposals.

Background to and reasons for Atlantis to make the Acquisition

The Acquisition provides a number of benefits for Atlantis. The combination of Atlantis’s existing tidal energy assets, the proposal to convert the Power Station to run on a waste derived energy pellet and the relationship with SIMEC and the GFG Alliance will create for Atlantis an enlarged renewable platform with scope for further growth across a broad range of operating and development stage assets. The immediate acquisition of the Power Station, a significant power generation asset, is expected to provide long-term contracted cash flows for Atlantis Shareholders following completion of the Conversion.

The contractual structure for Conversion and subsequent operations is expected to be robust and consistent with the requirements of limited recourse financing. Certain of the key commercial documents, including the Marble PPA, the Fixed Price PPA and the FSA, have been entered into and the main obligations under these documents will become effective on achieving financial close for the Conversion. The terms of these agreements will allow SUP, once operational, to generate long-term minimum contracted cash flows whilst also providing Atlantis Shareholders with the ability to benefit from upside linked to intra-day electricity prices in pounds sterling. In addition, given its existing ROC accreditation, SUP is actively assessing the scope for the biomass component of the energy pellet to attract ROCs.

Completion of the Acquisition will also establish a formal and long term relationship with SIMEC and the GFG Alliance whereby SIMEC will become the holder of 49.99 per cent. of the Enlarged Share Capital of Atlantis immediately following completion of the Acquisition and the Placing.

Atlantis has been granted a right of first offer on a portfolio of renewable power generation assets currently owned or to be subsequently acquired by the GFG Alliance. The SIMEC Pipeline comprises a number of assets in the UK and Australia with a total gross generation capacity of 680MW. Of this capacity, 224MW relates to operational projects with the remainder being in development or construction. The GFG Alliance has acquired this portfolio of assets over the last two years and expects to continue to build on the portfolio. Access to this pipeline of assets provides the opportunity for Atlantis to become a diversified renewable energy company of scale.

The Board believes that the establishment of a formal and long term relationship with the SIMEC Group and the GFG Alliance will create material value for Atlantis Shareholders. The Board further believes that the relationship with the SIMEC Group and the GFG Alliance will increase Atlantis’s access to a broader range of in-house expertise and funding opportunities as well as enhancing Atlantis’s national and international profile.

Background information on SUP, the Power Station and rationale for Conversion

SUP owns a 393MW power station at Newport, South Wales consisting of three units. The Power Station was originally built in 1959 by the Central Electricity Generating Board with a capacity of 363MW. Following privatisation in 1990, operations were transferred to National Power and subsequent owners have included AES (1998 – 2003), Welsh Power (2004 – 2009) and SSE (2009 – 2015). Under the ownership of AES, a substantial investment and modernisation programme was undertaken to meet contemporary environmental emission and legislative standards, which was completed in 2001. As part of the programme, the generating capacity of the Power Station was increased to 393MW.

The Power Station was acquired by SIMEC in 2015. The Power Station currently comprises three coal-fired units accredited under the Renewables Obligation to co-fire with biomass. In April 2013, one of the three units (known as Unit 15) ceased generation, reducing generation capacity to approximately 260MW. The remaining two units (known as Units 13 and 14) have not generated any output since April 2017.

SUP believes it is not currently economically viable to operate the Power Station using coal as the primary fuel, and SUP has been exploring other fuel types. As a result of these studies, SUP has concluded that, of the fuel types reviewed, the most economically attractive option for future operation of the Power Station is to carry out a conversion to use a fuel pellet derived from a mixture of waste biomass (such as the by-products of paper production), and other waste types such as plastics. Recycling of these wastes is currently either technically or economically unfeasible, but they can be used to produce a fuel pellet which, subject to FEED, is expected to be suitable for combustion in the Power Station’s existing boilers once they have been refurbished, pursuant to the Conversion.

The high calorific value and the consistency of the fuel pellet (to ensure it is suitable for combustion in the Power Station), are achieved using sorting and processing technology developed and demonstrated by N+P. N+P (through N&P UK Holding 2 Ltd) has formed the Fuel Joint Venture with SIMEC Fuels pursuant to which Fuel SPV (the joint venture company) will produce and supply fuel pellets to the Power Station under the Fuel Supply Agreement. Fuel SPV will be responsible for sourcing and processing the raw waste to produce the pellets, and will be liable for put or pay compensation to the Power Station should it fail to meet its delivery obligations. As Fuel SPV will receive gate fees from waste suppliers for the input feedstock, it is able to provide the output fuel pellets to the Power Station at a low cost in comparison to alternatives such as coal or various types of biomass.

The Directors and Proposed Directors believe, subject to FEED, that the Conversion offers the opportunity to operate the Power Station in an economically viable and sustainable way for a further twenty years, and that the contemplated works will allow for compliance with the latest applicable emissions requirements whilst permitting useful and efficient energy recovery from materials which could otherwise have been directed to landfill.

Proposals in connection with the Conversion

  • Design and engineering

SUP proposes to convert Units 13 and 14 to operate using a waste derived energy pellet instead of pulverised coal. As part of the Conversion, the two units will be de-rated such that their maximum gross power generation per unit is 121MW (242MW in total), resulting in target maximum net power export per unit of 110MW (220MW in total).

The Conversion includes a programme of works to return the existing plant to service and to extend its operating life for a further 20 years. As part of the works, the major systems will be overhauled, existing combustion system deficiencies will be rectified, new low NOx burners will be installed, and the flue gas cleaning system will be renovated and supplemented to address new emission limits under the Industrial Emissions Directive. Other measures will be implemented to mitigate the corrosive and ash slagging potential of the new fuel.

No significant re-engineering is planned under the return to service proposals and neither the boilers nor the turbines will be replaced as part of the Conversion.

In 2017 SUP engaged combustion specialists RJM to assess the technical feasibility and cost of the conversion to accommodate the new waste derived fuel. SUP undertook a review of the necessary return to service and life extension costs, based on the Power Station’s operations and maintenance history. Global engineering and infrastructure specialist AECOM has been engaged by Atlantis to critically review the work undertaken by RJM and SUP in relation to the Conversion.

In conclusion, AECOM’s view, subject to the successful conclusion of FEED, is that the Power Station can be converted to operate using the proposed waste derived energy pellets. AECOM also developed a capital cost plan for the necessary works to an accuracy of –10 per cent./+30 per cent., and prepared a programme which demonstrates that commercial operations could be achieved within approximately 18 months of FID. AECOM has confirmed in its report the key technical and commercial parameters as set out in Table 1 below.

Table 1: Summary of key technical and commercial parameters for the Conversion

Parameter Value
Capital cost for Conversion (including FEED and contingency) On market prevailing EPC contract basis approximately £185 million subject to a –10%/+30% estimate accuracy range
Construction period (including commissioning) Approximately 18 months from FID
Maximum net power export 220MW (net output), consisting of 2 units of 110MW each
Power Station efficiency (LHV) 33%
Operating life of Power Station following Conversion 20 years
Assumed load factor 76%

 

Source: SUP Technical Report

Subject to procurement, the Directors and the Proposed Directors intend that SUP will contract the Conversion works on an EPC basis. Such EPC contract would be expected to be on a fixed price, date certain, turnkey basis reflecting the market standard for power plant conversions funded through project finance, and including liquidated damages and an appropriate security package. The Directors and the Proposed Directors intend that SUP will tender the EPC contract to appropriate contractors following completion of FEED.

  • Power offtake

All electricity generated by SUP following Conversion will be sold under two long term PPAs which together provide downside protection and minimum contracted cash flows whilst providing upside linked to intra-day electricity prices in pounds sterling. The two PPAs are structured as follows:

  • Fixed Price PPA for supply of up to 15MW of power via a direct wire to the SUP Fuel Processing Facility to be constructed adjacent to the Power Station and owned by Fuel SPV. The annual energy offtake is expected to be between 35,000MWh and 118,260MWh, with the figure to be fixed between the parties during FEED according to the energy requirements of the SUP Fuel Processing Facility. The energy use is equivalent to a load factor of between 27 and 90 per cent. for the 15MW capacity. The price is fixed at £130 per MWh (escalated annually based on CPI); and
  • Route-to-market PPA for sale of any other generation (not sold via a direct wire) to Marble Power, a GFG Alliance company. SUP will sell output at a four per cent. discount to the intra­day price, subject always to a floor price of £30.90 per MWh (escalated at 50 per cent. annual CPI indexation) which is predicated on sales of 118,260MWh per year under the Fixed Price PPA and which is subject to downwards adjustment in certain scenarios, including where the generation from the Conversion is eligible for ROCs. The capacity relating to the Marble PPA is assumed to be operated at a load factor of 75 per cent.

In addition, SUP has agreed a term sheet with Liberty Steel Newport providing SUP with the opportunity to enter into a power purchase agreement for LSN’s future electricity needs following the proposed installation of a new electric arc furnace at the LSN Facility adjacent to the Power Station. The LSN PPA would be for a term of approximately 20 years with the price payable for electricity being 120 per cent. of the prevailing wholesale electricity price. Were the LSN PPA to be entered into, the volume of power to be sold to Marble pursuant to the Marble PPA would be reduced accordingly.

  • Fuel supply

The primary fuel following Conversion is planned to be a waste derived energy pellet produced using a technology developed by N+P. SIMEC Fuels, a GFG Alliance company, has formed a joint venture company with N+P (through N&P UK Holding 2 Ltd) to produce the energy pellets for the Power Station after Conversion. Fuel SPV will construct three Fuel Processing Facilities in the UK. One facility will be constructed adjacent to the Power Station on land outside the Power Station boundary, with the others expected to be located in the north west of England and London, subject to finalisation of the Fuel Joint Venture’s waste and logistics assessments. N+P has an existing facility for a similar pelletised fuel product, known as Subcoal®, in the Netherlands and is constructing and commissioning a second plant in Teesside in the UK. These existing facilities will have a combined maximum annual output of 250,000 tonnes of pellets.

Following Conversion, Fuel SPV, the joint venture company, will provide a dedicated supply of energy pellets to the Power Station pursuant to the 20 year Fuel Supply Agreement. The parties’ obligations under the Fuel Supply Agreement will be conditional on certain conditions precedent being satisfied, including SUP achieving financial close on the Conversion.

Under the Fuel Supply Agreement, Fuel SPV will supply energy pellets to SUP based on SUP’s forecast demand for fuel, which is 875,000 tonnes per annum. SUP will pay £4 per tonne for the energy pellets, such price being subject to adjustment where the calorific value or ash content of the energy pellets is above/below certain thresholds and indexed in accordance with the CPI. The energy pellets will be required to meet the fuel specification under the agreement and a failure to do so will entitle SUP to either reject such energy pellets or accept them with an entitlement to claim compensation for the energy pellets being out of specification.

Fuel SPV is required to provide a parent company guarantee pursuant to the Fuel Supply Agreement in the form of a joint and several guarantee provided by SIMEC Group Limited and N+P Beheer B.V. (with N+P Beheer B.V.’s liability under the parent company guarantee limited to the lesser of £20 million and 50 per cent. of the losses).

SUP and Fuel SPV will seek to agree the terms of a loan provided by SUP (or an SUP group undertaking) to Fuel SPV for the purposes of funding part of the construction costs of the Fuel Processing Facilities. It is proposed that such loan will be to the value of £20 million, subordinated to Fuel SPV’s senior lenders but ranking senior to any equity distributions, shareholder loans or other subordinated loans. If SUP and Fuel SPV are unable to agree the terms of such loan, SUP shall be required to provide a letter of credit to the value of £25 million at financial close of the Conversion as security for the performance of its obligations under the Fuel Supply Agreement.

  • Operations and maintenance

Consistent with a robust contractual structure suitable for raising limited recourse project financing, it is intended that the operation and maintenance of the Power Station following Conversion will be undertaken by a separate company wholly-owned by Atlantis.

The operation and maintenance will be undertaken on an arm’s length basis consistent with standard industry practice and is expected to include, amongst other things, performance guarantees and associated liquidated damage remedies.

  • Financing

Senior debt financing

The Conversion is intended to benefit from a robust contractual suite and structure, including the Fixed Price PPA, Marble PPA and FSA as well as an EPC contract that will be put in place with a reputable contractor.

It is anticipated by the Directors and Proposed Directors that approximately half of the Conversion cost will be met through debt funding. Initial discussions have been held with two lending banks in relation to senior debt financing for the Conversion. Both banks have provided confirmation that based on certain assumptions and terms representative of equivalent industry sectors, it should be possible to raise senior debt for the Conversion.

Third party debt financing for the Conversion will not be sought until after successful completion of the FEED studies and procurement of the necessary consents and permits. Based on the SUP Technical Report, FEED is expected to be completed by the end of Q1 2019, with the consents and permits expected to be in place by mid-2019.

Equity financing

It is anticipated that the substantial balance of the financing required for the Conversion will be provided from equity, which may be both private and public and will not be raised until completion of the FEED studies and grant of the necessary consents and permits.

Grant funding

The Company will also seek grant funding from the Welsh government or from European sources in light of opportunities for jobs and regeneration in the area.

Net present value of the Power Station

Based on the technical and commercial parameters outlined in the SUP Technical Report and using AECOM’s current estimate of the construction cost of approximately £185 million, the net present value (“NPV“) of the Power Station has been calculated to be £123 million1. The NPV has been calculated using a levered equity discount rate of 13 per cent. which is considered by the Directors and the Proposed Directors to be appropriate for the Power Station given its long term contractual structure ensuring visibility on minimum contracted cash flows plus additional potential cash flows subject to future GB power prices.

Long term GB power price forecasts used in calculating the NPV reflect the views of the Directors and Proposed Directors and are consistent with current forecasts provided by a leading market consultant. Power prices used to calculate the NPV of £123 million increase in real terms from approximately £41/MWh in 2020 to £59/MWh in 2040. Table 2 below sets out the impact on the NPV of changes in the power price relative to the power curve prepared by the market consultant (the “Power Curve“).

Table 2

£m Power Curve –10% Power Curve  –5% Power Curve Power Curve +5% Power Curve +10%
NPV (at 13%) 85 104 123 142 161

The fuel cost under the FSA of £4/tonne (real, 2017) and carbon cost forecasts have also been used in calculating the NPV. Carbon costs used to calculate the NPV of £123 million reflect the views of the Directors and Proposed Directors and are consistent with current forecasts provided by the market consultant.

Table 3 below sets out the illustrative nominal margin per MWh for the first year of commercial operations of the Power Station.

Table 3

£/MWh nominal, December year end2 Year 1 of operations
15MW Fixed Price PPA power price3 141.8
205MW Marble PPA power price4 44.4
Weighted average power price 51.0
Fuel costs5 (2.6)
Carbon costs6 (5.6)
Illustrative margin per MWh 42.8

 

  1. The NPV and illustrative nominal margin per MWh are produced for illustrative purposes only and neither should be interpreted as a profit forecast, estimate or projection for the Company, SUP or for the Power Station. The numbers provided are estimates only of the net present value and illustrative nominal margin per MWh of the Power Station based on certain assumptions, including that Conversion takes place, and including assumptions about the contracted cash flows of SUP, future GB power prices, future carbon costs and rates of inflation. The NPV has also been calculated using a discount rate chosen by the Directors and the Proposed Directors. Potential investors should not place reliance on this NPV and should decide for themselves whether or not the NPV is reasonable based on the assumptions and discount rate chosen. Potential investors should also not place reliance on the illustrative nominal margin per MWh and should decide for themselves whether or not the illustrative nominal margin per MWh is reasonable based on the assumptions referred to. Investors should also make an assessment of the risks relating to the Company, the Power Station and the Conversion.
  2. Real numbers inflated using Her Majesty’s Treasury forecasts.
  3. Fixed Price PPA price of £130MWh (real, 2017) plus inflation.
  4. Market consultant’s view of power price in Year 1 of operations – post 4 per cent. discount to intraday power prices as set out in the Marble PPA.
  5. FSA fuel cost of £4/tonne (real, 2017) plus inflation.
  6. Market consultant’s view of carbon price/cost in Year 1 of operations – assumes fuel will have a 50 per cent. biogenic content.

Background information on SIMEC and the GFG Alliance

The GFG Alliance is a London-headquartered international group of businesses, founded and owned by the British Gupta family. It combines energy generation, metal manufacturing, engineering, natural resources and financial services, working together to deliver a common business strategy. It has total revenues of approximately $13 billion per annum, net assets of around $3.1 billion and approximately 12,000 employees across more than 30 countries. The GFG Alliance comprises: Liberty House – an integrated industrial and metals business; SIMEC – a resources and infrastructure group; Wyelands – a banking and financial services arm; JAHAMA Estates – a division that manages the GFG Alliance’s global property holdings; and GFG Foundation, which focuses on the retention and creation of engineering and industrial skills. Through its forward-looking GREENSTEEL strategy, the GFG Alliance promotes industrial revival based on low-carbon and sustainable production methods, seeking to increase steel recycling and use sources of sustainable energy to produce steel at a lower cost both financially and environmentally. Its commercialisation of new technologies and the regeneration of manufacturing and engineering skills are also cornerstones of the GFG Alliance’s plan to deliver a step change for manufacturing in key regions of the world.

Opportunities to acquire other GFG Alliance assets

The Acquisition is intended to be the first of a number of acquisitions from the GFG Alliance, subject to the right of first offer provisions described below.

SIMEC has, under the Relationship Agreement, provided Atlantis with investment rights via a right of first offer to a pipeline of renewable power assets owned and to be owned by the GFG Alliance from time to time. It is intended that, subject to receiving Board approval, including meeting appropriate shareholder return criteria, and approval of the board of the relevant GFG Alliance Member, additional renewable power assets will be injected over time into Atlantis providing a pathway to further growth and transforming Atlantis into a diversified renewable energy company of scale owning a broad spectrum of renewable energy assets.

Each asset acquired from the GFG Alliance pursuant to the terms of the Relationship Agreement will be subjected to a rigorous due diligence process, satisfaction of appropriate shareholder return criteria and will be subject always to Board approval.

The GFG Alliance currently has a portfolio of development and operational renewable power generation assets across a range of geographies and technologies. Table 4 below provides details of various projects in the SIMEC Pipeline, totalling approximately 680MW of gross capacity.

Table 4: SIMEC Pipeline

Project Location Technology Gross capacity Ownership stake Status
Glenshero Scotland Onshore wind c 160MW 100% Development
Kinlochleven Scotland Hydro 20 – 27MW 100% Operational
(20MW) + up to 7MW development
Lochaber Scotland Hydro 90MW 100% Operational
Lochaber and Kinlochleven Scotland Hydro 10MW 100% Development
Green Highland operational portfolio Scotland Hydro 17MW 47-100% Operational
Green Highland development portfolio Scotland Hydro 11MW 100% Development/
Construction
Bioliquid generation – various sites Various Bioliquid 97MW 100% Operational
Middleback Australia Pumped
storage
90MW 100% Development
Zen Whyalla Australia Solar 65MW 50% Development
Zen Playford Australia Battery storage c 120MW 50% Development

Relationship with SIMEC and the GFG Alliance

Atlantis and SIMEC have entered into a Relationship Agreement which will become effective on Completion to govern the relationship between the Atlantis Group and the SIMEC Group and the GFG Alliance following Completion. Under the Relationship Agreement, SIMEC has undertaken to ensure that Atlantis can act independently of the SIMEC Group and the GFG Alliance following Completion, including an undertaking to the effect that transactions, agreements or arrangements entered into with the Atlantis Group will be at arm’s length and on normal commercial terms and the majority of the Board will be independent of the SIMEC Group and the GFG Alliance. The agreement contains provisions that prevent SIMEC from voting on matters where it has a conflict of interest (or potential conflict of interest).

Pursuant to the agreement, SIMEC will be entitled to nominate two persons to be directors of Atlantis after Completion for so long as SIMEC owns in excess of 20 per cent. of the Company’s issued ordinary share capital, and to nominate one person for so long as SIMEC owns in excess of 12.5 per cent. of the Company’s issued share capital. The agreement also contains customary confidentiality obligations and a standstill under which SIMEC agrees not to acquire 50 per cent. or more of the issued share capital of Atlantis after Completion without the approval of the Board, such approval not to be unreasonably withheld or delayed.

The Relationship Agreement also contains the right of first offer to the SIMEC Pipeline referred to above and to other renewable energy assets owned or acquired by the GFG Alliance from time to time.

SIMEC has also agreed pursuant to the Lock-In and Orderly Marketing Deed not (save in certain circumstances), to dispose of any Ordinary Shares for a minimum period of six months from Completion, and to adhere to a further six months orderly marketing undertaking thereafter.

SIMEC will be a related party under the AIM Rules for Companies. Pursuant to Rule 13 of the AIM Rules for Companies, at the time of any material transaction between the Company and SIMEC (or any affiliate of SIMEC or member of the GFG Alliance), the Board will be required to make an announcement to the effect that the directors, having consulted with the Company’s nominated adviser, consider that the terms of the transaction are fair and reasonable insofar as Shareholders are concerned. Furthermore, all relationships between SIMEC, any affiliate of SIMEC, members of the GFG Alliance and the Company will be conducted at arm’s length and on normal commercial terms.

Trading and prospects in relation to SUP

SUP suspended electricity generation in April 2017. The plant continues to employ approximately 50 staff primarily to maintain the Power Station and assist in the on-going development work for the Conversion. The sale of coal and scrap metal are the only on-going revenue streams, with SUP operating with a skeleton cost base.

The Directors and Proposed Directors believe that once Conversion has taken place and the Power Station is operational, it will generate long-term minimum contracted cash flows whilst also providing Atlantis Shareholders with the ability to benefit from upside linked to an intra-day price electricity prices in pounds sterling.

Through the period from September 2017 to 31 March 2018 SUP has continued its focus on finalising plans to convert two of the site’s existing turbine units to operate on waste derived energy pellets. This has included continuing pre-FEED work, and engaging with Natural Resources Wales on the permitting strategy for the Power Station, as well as preliminary discussions with the local planning authorities. Progress over the period continues to be in line with SUP’s expectations and SUP intends to enter FEED for the project this year. The total operational, maintenance and administrative expenses over the period were £2.747 million.

In order to continue to hold the Power Station in a state of readiness for the Conversion, it continues to be maintained in accordance with industry standards, and all key staff continue to be retained by SUP. In addition, SUP has continued to remove existing coal stocks that will no longer be required following Conversion.

Background information on Atlantis

The Atlantis Group is a vertically integrated project developer and turbine supplier which has historically focused on the tidal stream power industry, for which its turbines and equipment are designed. More recently, the Group has sought to diversify its project portfolio whilst retaining a focus on sustainable generation. The Group’s strategy is to build up origination and development opportunities to deliver value growth, supported by stable revenues from operational projects.

The Group’s first operational project is the 6MW first phase of the MeyGen Project in northern Scotland, which is accredited to receive Renewables Obligation Certificates until 2036. In combination with the wholesale power price, this results in revenues of approximately £300 per MWh of generation. This project uses one 1.5MW turbine supplied by Atlantis, and three turbines of the same power output supplied by Andritz Hydro Hammerfest. In addition to 392MW of build out potential at the MeyGen Project, the Group has seabed options in the UK for a further 190MW of tidal stream capacity. The Group aims to significantly reduce the cost of generation and allow tidal stream energy to compete successfully under the Contract for Difference scheme which has replaced the Renewables Obligation Certificate scheme in the UK. Atlantis is also in discussions to acquire a development opportunity in France, where the government offers both capital and revenue support for small scale projects as a precursor to planned commercial scale leasing rounds, whilst in Indonesia and South Korea the Group is pursuing opportunities to supply turbines and project services to third party project owners.

Current trading and prospects in relation to Atlantis

Since its June 2017 interim financial statements, the Company has continued to generate electricity from MeyGen Phase 1A, with MeyGen receiving almost £1.5 million in revenues (as of 31 March 2018) under its power purchase agreement and exporting more than 6GWh of energy to the distribution network. MeyGen Phase 1A is setting new records for the levels of generation from tidal streams, and at 6MW it represents the largest such project ever installed.

In September 2017, it was announced that a much larger commercial phase of the MeyGen Project had been unsuccessful in its bid for a Contract for Difference in the UK government’s competitive auction rounds, and the Company has commenced discussions with BEIS and the UK government to explore different forms of revenue support to accelerate the buildout of the MeyGen Project, including restructuring of the next CfD auction and introduction of tax incentive schemes to encourage private offtake arrangements. In parallel, the Group has maintained a focus on diversity in terms of both technology and location, pursuing opportunities for tidal stream projects and equipment sales throughout Asia, Australia and elsewhere in Europe. Atlantis is also in discussions to acquire a development opportunity in France, where the government offers both capital and revenue support for small scale projects as a precursor to planned commercial scale leasing rounds. In the UK, the Company is in a period of exclusive negotiations with the Duchy of Lancaster to agree an option for a 120 year lease on the riverbed of the Wyre estuary, where it is intending to develop a tidal barrage and flood prevention project. The Directors believe that the successful delivery of the tidal range project in the Wyre estuary could initiate a new portfolio of tidal range opportunities which would supplement its tidal stream projects.

The Directors believe that there is significant value attached to the Company’s projects under development or in planning, and the associated opportunities for sales of turbines, equipment and development expertise. The Directors intend to continue to develop this value both by expanding the portfolio, including through the Acquisition, and by furthering the maturity of the existing opportunities. By implementing this strategy the Directors intend to increase the proportion of operating projects in the Group’s portfolio, ensuring that development stage schemes are complemented by cash generating assets to support sustainable growth.

Enlarged Group strategy

The strategy for Atlantis is to become a diversified renewable energy company of scale owning high quality operational and development assets across the sustainable energy spectrum. The Directors believe that this strategy is capable of delivering material value to Atlantis Shareholders through the combination of operating assets with long-term contractually-secured cashflows and development assets that hold the potential for value crystallisation as they are brought into operation. The wider platform will provide access to a diversified range of assets as well as in-house operational and development skills across a number of renewable generation technologies that will ensure that the Enlarged Group is not reliant on one particular geography, renewable technology, regulatory regime or market dynamic. Given the wider platform is expected to generate regular news flow and value crystallisation events over the lifecycle of these assets, the Directors believe that Atlantis’s public markets listing will provide the most appropriate way for Shareholders to benefit from the realisation of value from this strategy.

Consistent with this strategy, the Acquisition provides an opportunity for Atlantis to enhance its existing renewable portfolio with an asset of significant scale which, following Conversion, will provide long-term contracted cash flows.

Atlantis is currently a leading project developer in the tidal power sector and this will continue to be an important part of the Enlarged Group’s business in the future. Atlantis has an existing portfolio of tidal stream and barrage projects including the flagship MeyGen Project and the Wyre Project as well as international opportunities in Europe and Asia. The GFG Alliance has, through the SIMEC Pipeline, a portfolio of development and operational renewable power generation assets across a range of geographies and technologies currently amounting to 680MW of gross capacity. SIMEC also has an existing interest in the tidal power sector through its shareholding in Tidal Lagoon plc which is developing tidal lagoon opportunities in Wales and north-west England. The establishment of a long-term relationship with the GFG Alliance and the right of first offer in relation to the SIMEC Pipeline and other renewable energy assets of the GFG Alliance from time to time provides a route to further diversification and growth of the Company’s renewable energy portfolio. It is the Board’s intention that the next asset to be acquired by Atlantis is operational and able to provide immediate cash flow to the Enlarged Group.

Key strengths of the Enlarged Group

The Directors and Proposed Directors believe that the Enlarged Group will have a number key strengths:

  • Leading tidal energy company: Atlantis is the owner of MeyGen, the world’s largest operational tidal stream project.
  • Diverse renewable platform: completion of the Acquisition will diversify Atlantis’s portfolio to provide exposure to the energy from waste sector.
  • Route to further growth: the right of first offer set out in the Relationship Agreement on a portfolio of renewable power generation assets currently owned or subsequently acquired by the GFG Alliance will give Atlantis the opportunity to supplement its existing pipeline of opportunities to build a diversified renewable energy company of scale.
  • Future cash flow with upside: the Power Station, following Conversion, is expected to provide visibility on future minimum cash flow generation with upside exposure to power prices.
  • Synergies: the Enlarged Group is expected to have the ability to apply its renewable energy expertise across a range of renewable technologies and geographies.
  • Extensive international reach: the ability to access expertise and relationships of the GFG Alliance globally.
  • In-house expertise: strengthened Board with the addition of highly experienced directors, Mark Elborne and Jay Hambro.

 

Principal terms of the Acquisition

Set out below is a summary of the terms of the Acquisition and related documents entered into with SIMEC and GFG Alliance group companies. Evercore is acting as financial adviser to the Company in connection with the Acquisition.

Pursuant to the terms of the Sale and Purchase Agreement, the Company has conditionally agreed to acquire the entire issued share capital of SIMEC Uskmouth Power Limited from SIMEC, a member of the GFG Alliance. The consideration for the Acquisition will be satisfied entirely in Ordinary Shares through the issue of the Consideration Shares to SIMEC on Completion. Following the Acquisition, the Placing and the issue of the SIMEC Loan Completion Shares, SIMEC will own approximately 49.99 per cent. of the Enlarged Share Capital.

Completion of the Acquisition is conditional, amongst other things, on the satisfaction or waiver of a number of conditions precedent, including:

  • the approval by the Atlantis Shareholders of the Acquisition;
  • the approval by the Atlantis Independent Shareholders of the Whitewash Resolution;
  • the Placing Agreement not being terminated or ceasing to become capable of becoming unconditional (save for Admission); and
  • Admission having taken place by 14 December 2018.

The Sale and Purchase Agreement contains certain termination rights for each party and each of the Company and SIMEC have given certain warranties to each other and have agreed to provide certain tax indemnities to each other pursuant to the terms of two Tax Deeds of Indemnity.

The Company and SIMEC have agreed that at Completion the amount of SUP’s working capital shall not be negative and that SUP shall have no indebtedness other than in respect of the SIMEC Loan, which will be convertible into Ordinary Shares at the Placing Price and will be secured in favour of SIMEC through a debenture which will be entered into on Completion. The Sale and Purchase Agreement includes certain adjustment mechanisms in respect of working capital and indebtedness.

The SIMEC Loan after the determination of SUP’s working capital and indebtedness in accordance with the terms of the Sale and Purchase Agreement is expected to be capped at approximately £12.99 million (before applying any conversion of the loan through the issue of the SIMEC Loan Completion Shares as a consequence of the Placing) and approximately £2.33 million (after applying any conversion of the loan through the issue of the SIMEC Loan Completion Shares as a consequence of the Placing).

Under the Fuel Supply Agreement with SUP and Fuel SPV (a joint venture company incorporated by SIMEC Fuels, a GFG Alliance company, and Dutch recycling group, N+P (through N&P UK Holding 2 Ltd)), Fuel SPV will be obliged to supply all of the Power Station’s fuel demands after Conversion. The parties’ obligations under the Fuel Supply Agreement are conditional on certain conditions precedent being satisfied, including SUP achieving financial close on the Conversion.

In addition, SUP has entered into two power purchase agreements the main obligations in respect of which are conditional on SUP achieving financial close on the Conversion. The first PPA is with Marble Power, a GFG Alliance company, pursuant to which a majority of the Power Station’s power generation will be sold, and the second PPA is with Fuel SPV pursuant to which the Power Station will supply up to 15MW of electricity to the SUP Fuel Processing Facility.

SUP and Liberty Steel Newport have entered into a letter with associated heads of terms pursuant to which LSN and SUP have agreed in principle that SUP will be granted the opportunity to enter into a power purchase agreement for LSN’s future electricity needs following the proposed installation of a new electric arc furnace at LSN’s steel fabrication facilities at Newport in South Wales. LSN is a member of the GFG Alliance. Should this LSN PPA be entered into in due course, the power to be sold to Marble pursuant to the Marble PPA would be reduced accordingly.

In addition, SUP and SIMEC Power have agreed, following Completion, to enter into certain agreements in relation to the Grid Assets so that the Power Station and the Biofuel Facility (which will be owned by SIMEC Power 2 Limited, a GFG Alliance company), will both be able to connect to the transmission network via the Grid Assets, which will be owned by SUP.

Pursuant to the SIMEC Lease, SUP has granted SIMEC Power, a member of the GFG Alliance, with effect from the date of completion under the lease, a 999 year lease at a rent of £100 per annum with respect to certain land which is owned by SUP and which is not expected to be required by SUP for the purposes of the proposed Power Station operations. In addition, it is intended that pursuant to the Road Access Agreement to be entered into on or prior to Completion, certain members of the GFG Alliance will with effect from Completion agree to certain arrangements in respect of procuring access rights over land adjacent or near to SUP’s site for the benefit of the site.

Furthermore, the Company and SIMEC agreed that certain intellectual property rights owned by members of the GFG Alliance and which may be required by SUP following Completion will be assigned or licensed to SUP (as the case may be). This includes a right for the Enlarged Group to use the SIMEC name following Completion.

In addition to the agreements referred to above, SIMEC also agreed to contribute towards the Company’s costs in connection with the Proposals and entered into the Costs Sharing Agreement.

Summary financial information on the Enlarged Group

Set out below is a summary of the audited consolidated results of Atlantis for the three years ended 31 December 2016 and the unaudited interim results of Atlantis for the six months ended 30 June 2017:

Six months ended 30 June

2017

(unaudited)

Year ended 31 December

2016 (audited)

Year ended 31 December

2015 (audited)

Year ended 31 December

2014 (audited)

Year ended 31 December

2014 (audited)

£’000 £’000 £’000(1) £’000(1) S$’000
Revenue 235 1,375 2,558 5,279
Other gains 3,130 2,824 13,288 547 1,129
Total expenses (5,804) (9,108) (11,972) (9,585) (19,779)
Operating profit/(loss) (2,674) (6,049) 2,691 (6,480) (13,371)
Finance costs (508) (1,004) (614) (1,374) (2,835)
Taxation 5 11
Net profit/(loss) (3,219) (7,264) 2,028 (7,848) (16,195)
Total assets 113,950 115,354 91,670 71,077 146,668
Total liabilities 46,529 48,723 33,922 23,570 48,637

(1)   On 1 January 2016, the Group changed the presentational currency of its consolidated financial statements from Singapore Dollars to UK Pounds Sterling. This change in presentation currency has been applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and the figures for the financial years ended 31 December 2014 and 31 December 2015 have been restated to Sterling by reference to the closing exchange rate on 31 December 2014 and 31 December 2015, respectively. The audited financial statements for the year ended 31 December 2014 were prepared in Singapore Dollars (the functional currency of the Group at the time) and have been converted to UK Pounds Sterling using the closing exchange rate on 31 December 2014 of £1 : S$ 2.0635.

Set out below is a summary of the audited results of SUP for the three years ended 31 March 2017, and the unaudited interim results of SUP for the six months ended 30 September 2017:

Six months ended 30 September 2017

(unaudited)

Year ended 31 March

2017 (audited)

Year ended 31 March

2016 (audited)

Year ended 31 March

2015 (audited)

  £’000 £’000 £’000 £’000
Revenue 2,492 72,376 48,639
Cost of sales (4,961) (68,847) (44,487) 431
Gross profit/(loss) (2,469) 3,529 4,152 431
Administrative expenses (3,900) (10,007) (5,341) (7,592)
Other operating income 79 141 193 0
Operating profit/(loss) (6,290) (6,337) (996) (7,161)
Finance costs (144) (231) (291) (222)
Taxation 293 (292) 60
Net profit/(loss) (6,434) (6,275) (1,579) (7,323)
Total assets 80,262 89,288 89,832 83,156
Total liabilities 38,723 41,315 36,446 28,493

Revenue in the financial years ended 31 March 2016 and 2017 largely comprised of the sale of coal and the sale of electricity generated and sold to the grid. The Power Station ceased energy generation in April 2017. The sale of coal and scrap metal stocks are the only on-going revenue streams, with SUP currently operating with a skeleton cost base.

Directors, Proposed Directors, senior managers and employees

The Board currently consists of seven directors. On Admission, it is proposed that Michael Lloyd, Duncan Black and Ian Cobban will resign, that Andrew Dagley will be appointed to the Board as Chief Financial Officer and that Mark Elborne and Jay Hambro will be appointed to the Board as representatives of SIMEC.

Upon Admission, the directors of Atlantis and their functions will be as follows:

John Neill Non-Executive Chairman
Timothy Cornelius Chief Executive Officer
Andrew Dagley Chief Financial Officer
John Woodley Non-Executive Director
Ian Macdonald Non-Executive Director
Mark Elborne Non-Executive Director and SIMEC nominee
Jay Hambro Non-Executive Director and SIMEC nominee

Profiles of the Proposed Directors are set out below. Further information on the Proposed Directors’ directorships and other matters are also set out below.

Andrew Luke Dagley, Chief Financial Officer (aged 35)

Andrew Dagley joined the Company in early 2014 from IFM Investors, a global fund manager with around A$100 billion under management, having previously worked with a range of superannuation infrastructure investors, renewable energy project developers and Flinders Corporate Finance, a boutique investment bank. Andrew has been the Chief Financial Officer of Atlantis since 3 August 2017 and has over 12 years of experience in infrastructure investment with an emphasis on renewable energy, having worked on a range of wind, solar, hydroelectric and biomass projects in Australia, Brazil, Chile, China, India and the UK. He has a Bachelor of Commerce (Hons) Finance from the University of Melbourne.

Mark Edward Monckton Elborne, Non-Executive Director and SIMEC nominee (aged 60)

Mark Elborne was President and Chief Executive Officer at GE UK and Ireland, General Electric Company, from 2009 until his recent retirement in 2018. GE is one of the largest industrial manufacturers globally and in the UK has over 18,000 employees in over 50 industrial sites. Mark’s key focus was leading GE’s UK and Ireland based businesses in the energy, aviation, oil and gas and healthcare sectors, working closely with customers and governments. Mark joined GE in 2004 as Executive Vice President and General Counsel of GE Insurance Solutions. From 2006 to 2009 he was General Counsel and Head of Regulatory in EMEA. Prior to GE, Mark was a partner at CMS Cameron McKenna (now CMS Cameron McKenna Nabarro Olswang LLP) from 1988 to 2004. He qualified as a solicitor in 1983 after gaining a degree in History and Politics from Exeter University, and was admitted to the Missouri Bar in 2004.

Jay Hambro, Non-Executive Director and SIMEC nominee (aged 43)

Jay Hambro is currently Chief Investment Officer of the GFG Alliance and Chief Executive Officer of Mining and Energy at SIMEC. Jay leads the GFG Alliance’s global investment and development programme and sits on the Strategy Board. Jay’s day-to-day role at SIMEC is focused on its worldwide development in clean power generation and a global portfolio of mining operations. After graduating in business management, Jay began his career in resource finance with NM Rothschild & Sons, before moving to the investment bank of HSBC, advising multinational mining groups. He then joined what is now the Petropavlovsk plc group in a business development role and later as Chief Investment Officer before spearheading the development of their industrial commodity divisions as Aricom plc and more recently at IRC Limited. He led IRC as Executive Chairman to the successful development, construction and operation of a number of greenfield mining operations in the Russian Far East delivering industrial commodity products across the border to China. In 2016 he relinquished his executive responsibilities to assume the position at the GFG Alliance. Jay has held a number of other board positions and remains a non-executive director of Cellmark AB, the Swedish headquartered pulp, paper, packaging and recycling business. He is a Fellow of the Institute of Material, Mining and Metallurgy and a Liveryman of the Worshipful Company of Goldsmiths.

The Proposed Directors hold, and have during the five years preceding the date of this document held, the following directorships or partnerships:

Name Current directorships/partnerships Previous directorships/partnerships
Andrew Dagley Atlantis Future Energy plc

Atlantis Licensing Pte. Ltd

Atlantis Projects Pte. Ltd

Atlantis Resources International Pte. Ltd

Atlantis Turbines Pte. Ltd

ARC Operations (Singapore) Pte. Ltd

Atlantis Resources (Gujarat Tidal) Pte.

Ltd

Atlantis Energy Pte. Limited

Atlantis Operations (Canada) Limited

Atlantis Ocean Energy Plc

Atlantis Resources (Scotland) Limited

Atlantis Operations (UK) Limited

Marine Current Turbines Limited

Sea Generation Limited

Sea Generation (Wales) Limited

Sea Generation (Kyle Rhea) Limited

Sea Generation (Brough Ness) Limited

Tidal Power Scotland Limited.

Islay Holdings Limited

Islay Tidal Power Limited

Duncansby Tidal Power Limited

Stroma Tidal Power Limited

Wide Range Developments Limited

Current Resources (Cayman) Limited

Languedoc Pte. Ltd

78 Chapel Street Pty Ltd

Higher-Reason Pty Ltd

TNP Solutions Pty Ltd

Mark Elborne Alstom Pension Trust Ltd

Bluefield Consultants Ltd

Bluefield Farm Enterprise Limited

GE Pension Trustees Ltd

Monc Ltd

Alstom Power Ltd

Alstom Resources Management Ltd

Alstom UK

Alstom UK Holdings Ltd

Cogelex Ltd

GE International Inc.

GE Renewable UK (Holdings) Ltd

GE Oil & Gas Marine & Industrial

UK Ltd

General Electric Energy UK Ltd

IGE USA Holdings

Long & Crawford Ltd

Psymetrix Ltd

Tidal Generation Ltd

UK Grid Solutions Ltd

Jay Hambro Balls Brake Consulting Limited

CellMark AB

GFG Foundation

IRC Ltd

Mount F Consulting Limited

SIMEC Highland Hydro

Renewables Holdings Ltd

Wyelands Bank plc

Wyelands Capital Ltd

Wyelands Holdings Limited

Zen Energy Pty Ltd

SIMEC GHR Acquisitions TopCo Limited

SIMEC GHRAcquisitions MidCo Limited

SIMEC GHR Acquisitions Limited

SIMEC Green Highland Renewables Limited

Green Highland Hydro Limited

Green Highland Renewables (Roroyere) Limited

Ceannacroc Hydro Limited

Coulags Hydro Limited

Allt Mullardoch Hydro Limited

Shenval Hydro Limited

Green Highland Abhainn Gleann nam

Fiadh (385) Limited

Keltneyburn Hydro Limited

Green Highland Renewables (Lochaber) Limited

Aricom Limited

Aricom UK Limited

Ariva HK Limited

Arti HK Limited

Thordollar Limited

Thorholdco Limited

Thorrouble Limited

None of the Proposed Directors has any matter to disclose pursuant to paragraphs (g)(iii) to (viii) inclusive of Schedule Two of the AIM Rules for Companies.

Employees

The Directors and Proposed Directors consider that the capacity to recruit, retain, develop and integrate staff into the Enlarged Group is fundamental to executing the Enlarged Group’s strategy. As at the date of this document, excluding the Directors and the Proposed Directors, the Atlantis Group has 39 full time employees and SUP has approximately 50 employees. It is anticipated that the Enlarged Group will need to recruit further employees to assist in the Conversion phase of the project.

Singapore Code

As the Company is incorporated in Singapore it is not subject to the City Code and accordingly Shareholders are not afforded any protections under the City Code. However, Shareholders have the benefit of the protections afforded by the Singapore Code. The Singapore Code is broadly similar to the City Code.  The Singapore Code is relevant to the Proposals as described below.

The issue of the Consideration Shares and the SIMEC Loan Completion Shares to SIMEC gives rise to certain considerations under the Singapore Code. Brief details of the SIC and the Singapore Code and the protections they afford to Atlantis Shareholders are described below.

The Singapore Code is issued by the Monetary Authority of Singapore pursuant to the Singapore Securities and Futures Act (Cap. 289) and administered by the SIC. The Singapore Code applies to both takeovers and merger transactions of, amongst other things, public companies in Singapore with a primary listing overseas. Atlantis is such a company and therefore Atlantis Shareholders are entitled to the protection afforded by the Singapore Code.

Under Rule 14.1 of the Singapore Code, except with the SIC’s consent, where (a) any person acquires, whether by a series of transactions over a period of time or not, shares which (taken together with shares held or acquired by persons acting in concert with him) carry 30 per cent. or more of the voting rights of a company; or (b) any person who, together with persons acting in concert with him, holds between 30 per cent. and 50 per cent. of the voting rights and such person, or any person acting in concert with him, acquires in any period of six months additional shares carrying more than 1 per cent. of the voting rights, such person must extend offers immediately to the holders of any class of share capital of the company which carries votes and in which such person, or persons acting in concert with him, hold shares (a “general offer”). In addition to such person, each of the principal members of the group of persons acting in concert with him may, according to the circumstances of the case, have the obligation to extend an offer. An offer made under Rule 14 must be in cash or accompanied by a cash alternative at not less than the highest price paid by the offeror, or any person acting in concert with it for voting rights of the offeree company during the offer period and within six months prior to its commencement.

For the purposes of the Singapore Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), co-operate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective control of that company.

Immediately after Admission SIMEC will be interested in 183,099,472 Ordinary Shares representing approximately 49.99 per cent. of the Enlarged Share Capital as a consequence of the issue to it of the Consideration Shares and the SIMEC Loan Completion Shares. Following Admission, SIMEC will also own the SIMEC Loan. If the SIMEC Loan were to be converted into Ordinary Shares immediately following Admission, SIMEC would receive a further 6,660,845 Ordinary Shares (in addition to the SIMEC Loan Completion Shares), which would increase SIMEC’s shareholding in the Company to 50.89 per cent. of the Company’s issued ordinary share capital. However, SIMEC may not increase its shareholding to 50 per cent. or more, without the approval of the Board (such approval not to be unreasonably withheld or delayed). There are no persons deemed to be acting in concert with SIMEC who hold any interest in the Ordinary Shares.

On 14 March 2018, the SIC agreed, subject to the Whitewash Waiver Conditions, to waive the obligation for SIMEC to make a general offer for the Company under Rule 14 of the Singapore Code that would otherwise arise on SIMEC as a result of the simultaneous issue to SIMEC of the Consideration Shares and the SIMEC Loan Completion Shares, subject to the approval on a poll by Independent Atlantis Shareholders. Accordingly, the Whitewash Resolution will be proposed at the General Meeting, and will be taken on a poll of Independent Atlantis Shareholders. SIMEC, parties acting in concert with them and parties not independent of them will abstain from voting on the Whitewash Resolution.

The Company is required to appoint an independent financial adviser to advise the Independent Directors on the Whitewash Resolution. Accordingly EY has provided formal advice to the Independent Directors.  EY has confirmed that it is independent of SIMEC.

If Shareholders vote in favour of the Whitewash Resolution, they will waive their rights to a general offer from SIMEC at the highest price paid by SIMEC (and any party deemed to be acting in concert with it) in the six months preceding the commencement of the offer.

Shareholders should note that, if the Whitewash Resolution is passed, at Admission SIMEC (and its concert parties) will be interested in Ordinary Shares carrying more than 49 per cent. of the voting rights of the Company and would be able to acquire further Ordinary Shares without incurring an obligation to make a general offer to Shareholders of the Company under Rule 14 of the Singapore Code. However, pursuant to the Relationship Agreement, SIMEC has agreed with the Company not to increase its shareholding in the Company to 50 per cent. or more (save in certain circumstances), without the prior approval of the Board, such approval not to be unreasonably withheld or delayed.

General Meeting

A General Meeting of the Company is being convened for the purpose of considering and, if thought fit, passing the following Resolutions, both of which need to be passed to permit the Proposals to proceed:

  • Special resolution to:
    • approve the Acquisition for the purposes of Rule 14 of the AIM Rules;
    • authorise the Directors to allot the Consideration Shares, the Placing Shares and the Convertible Loan Shares;
    • disapply statutory pre-emption rights in relation to the allotment of the Consideration Shares, the Placing Shares and the Convertible Loan Shares; and
    • change the name of the Company to SIMEC Atlantis Energy Limited.
  • Ordinary resolution by the Independent Atlantis Shareholders to waive their rights to receive a general offer from SIMEC and its concert parties, arising from SIMEC obtaining, through the Acquisition, an interest in the Enlarged Share Capital of approximately 49.99 per cent.

Timetable, Admission and dealings

The Company expects to post the Admission Document to Atlantis Shareholders on 22 May 2018, with the General Meeting being convened for 13 June 2018.  Completion of the Acquisition is excepted to occur on 15 June 2018.  Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Share Capital will commence on 15 June 2018.

Market Abuse Regulation

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.

IMPORTANT NOTICE

This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

This announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. 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, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in “offshore transactions”, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, the Joint Bookrunners or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any restrictions contained in this announcement.

This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and: (A) if in a member state of the European Economic Area persons who are (unless otherwise agreed with the Joint Bookrunners) “qualified investors”, as defined in article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC), as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of “investment professionals” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO”) or fall within the definition of “high net worth companies, unincorporated associations etc” in article 49(2)(a) to (d) of the FPO and (ii) are “qualified investors” as defined in section 86 of the Financial Services and Markets Act 2000, as amended or (C) persons to whom it may otherwise lawfully be communicated (each, a “Relevant Person“). No other person should act on or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so.

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this announcement are for information purposes only.

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

Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “could”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Enlarged Group will operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which Atlantis shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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.

Evercore, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to the Company in connection with the Proposals and will not regard any other person as its client in relation to the Proposals nor will it be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in respect of the Proposals other than the Company. Neither Evercore nor its affiliates have authorised the contents of any part of this announcement and neither accepts liability for the accuracy of any information or opinions contained in this announcement nor for the omission of any material information from this announcement for which the Company, the Directors and Proposed Directors are responsible. No representation or warranty, express or implied, is made by Evercore or its affiliates as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued).

Cantor Fitzgerald is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Cantor Fitzgerald is acting solely as nominated adviser, joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cantor Fitzgerald by FSMA or the regulatory regime established thereunder, Cantor Fitzgerald accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Cantor Fitzgerald accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.

Macquarie is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Macquarie is acting solely as joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Macquarie by FSMA or the regulatory regime established thereunder, Macquarie accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future.  Macquarie accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.

In connection with the Placing, each of the Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares in the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by each of the Joint Bookrunners and any of their respective affiliates acting as investors for their own accounts. In addition, each of the Joint Bookrunners or their respective affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Each of the Joint Bookrunners has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (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, Cantor Fitzgerald and Macquarie 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 MiFID II; 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 Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.

The following definitions apply throughout this announcement unless the context requires otherwise:

“Acquisition” the proposed acquisition by the Company of SUP on the terms of the Sale and Purchase Agreement
“Admission” the re-admission of the Ordinary Shares and the admission of the Consideration Shares, the Placing Shares and the SIMEC Loan Completion Shares, in each case, to trading on AIM becoming effective in accordance with the AIM Rules
“Admission Document” the admission document of the Company relating to the Proposals expected to be published on 22 May 2018
“AIM” AIM, a market of the London Stock Exchange
“AIM Rules” the AIM Rules for Companies and the AIM Rules for Nominated Advisers, as applicable
“AIM Rules for Companies” the rules for AIM companies published by the London Stock Exchange, as amended or re-issued from time to time
“AIM Rules for Nominated Advisers” the rules for nominated advisers to AIM companies published by the London Stock Exchange, as amended or re-issued from time to time
“Andritz Hydro Hammerfest” Andritz Hydro Hammerfest, part of the Andritz Hydro GmbH group, a global supplier of electro-mechanical equipment and services for the hydropower industry
“Atlantis Group” or “Group” the Company and its subsidiaries as at the date of this announcement
“Atlantis Tax Deed” the conditional tax deed between the Company and SIMEC dated 21 May 2018 pursuant to which the Company has agreed to indemnify SIMEC in respect of certain pre-Completion tax liabilities and other tax-related liabilities of the Company and its subsidiaries (excluding SUP in respect of any periods prior to Completion)
“BEIS” Department for Business, Energy and Industrial Strategy
“Biofuel Facility” a biofuel generating facility which is on the Power Station site
“Board” the board of directors of the Company as constituted from time to time
“Cantor Fitzgerald” Cantor Fitzgerald Europe, nominated adviser and broker to the Company
“City Code” the UK City Code on Takeovers and Mergers
“Company” or “Atlantis” Atlantis Resources Limited, a company incorporated in the Republic of Singapore with registration number 200517551R
“Completion” completion of the Acquisition
“Consideration Shares” the 152,642,330 new Ordinary Shares to be issued to SIMEC on Completion
“Conversion” the proposed conversion of the Uskmouth Power Station to use waste derived energy pellets as a fuel source
“Convertible Loan Shares” the Ordinary Shares that may be issued pursuant to the SIMEC Loan including the SIMEC Loan Completion Shares
“Costs Sharing Agreement” the agreement between Atlantis, SIMEC Energy Pte. Ltd and SIMEC Group Limited dated 14 December 2017 pursuant to which SIMEC Energy Pte. Ltd has agreed to bear certain of Atlantis’s costs in relation to the Proposals
“CREST” the computerised settlement system, facilitating the paperless settlement of trades and the holding of uncertificated shares administered by Euroclear UK & Ireland Limited, the operator of CREST
“Directors” the current directors of the Company
“Enlarged Group” Atlantis and its subsidiary undertakings following Completion
“Enlarged Share Capital” the enlarged share capital of the Company upon Admission, comprising the Ordinary Shares, the Consideration Shares, the Placing Shares and the SIMEC Loan Completion Shares
“Evercore” Evercore Partners International LLP
“Executive Directors” Tim Cornelius and Andrew Dagley
“EY” Ernst & Young Corporate Finance Pte Ltd
“EU” the European Union
“Financial Conduct Authority” the Financial Conduct Authority of the United Kingdom or “FCA”
“Fixed Price PPA” the conditional agreement between SUP and Fuel SPV dated 21 May 2018 pursuant to which Fuel SPV will purchase power from the Power Station to power the SUP Fuel Processing Facility
“FSMA” the UK Financial Services and Markets Act 2000 (as amended) including any regulations made pursuant thereto
“Fuel Joint Venture” the joint venture between SIMEC Fuels and N&P (through N&P UK Holding 2 Ltd) that will, through Fuel SPV, own the Fuel Processing Facilities
“Fuel Processing Facilities” the three fuel processing facilities proposed to be constructed in the UK (including the SUP Fuel Processing Facility), to produce waste derived energy pellets for burning in the Power Station following Conversion and to be owned by Fuel SPV
“Fuel SPV” SIMEC Subcoal Fuels Limited, the joint venture company formed by the Fuel Joint Venture that will own the Fuel Processing Facilities
“Fuel Supply Agreement” or “FSA” the conditional agreement between SUP and Fuel SPV dated 21 May 2018 pursuant to which waste derived energy pellets will be supplied to the Power Station
“General Meeting” the general meeting of the Company expected to be held on 13 June 2018 (and any adjournment thereof) for the purposes of considering the Resolutions
“GFG Alliance” the alliance between Parduman Gupta and Sanjeev Gupta and each of their associated companies
“Grid Assets” various connection assets on the Power Station site pursuant to which the Power Station and the Biofuel Facility are connected to the transmission network
“Independent Atlantis Shareholders” the Atlantis Shareholders save for shareholders involved in, or interested in, the Acquisition
“Independent Directors” the Directors
“Joint Bookrunners” Cantor Fitzgerald and Macquarie
“Liberty House Group” or “Liberty” Liberty Global Holdings Pte. Ltd and its subsidiary undertakings, part of the GFG Alliance
“Liberty Steel Newport” or “LSN” Liberty Steel Newport Limited, a Liberty House Group company
“Lock-in and Orderly Marketing Deed”
the conditional deed between SIMEC, Cantor Fitzgerald and the Company dated 21 May 2018, pursuant to which SIMEC has given certain undertakings in relation to the disposal by it and its connected persons of Ordinary Shares
“London Stock Exchange” London Stock Exchange plc
“LSN Facility” the steelworks at Newport, South Wales owned by LSN at which it is proposed LSN will install a new electric arc furnace to allow the mill to recycle scrap metal
“LSN Heads of Terms” the heads of terms between SUP and LSN dated 21 May 2018, pursuant to which LSN and SUP have agreed in principle that SUP will be granted the opportunity for SUP to enter into the LSN PPA to take power from the Power Station following construction of the proposed arc furnace at the LSN Facility
“LSN PPA” the proposed definitive power purchase agreement proposed to be entered into in due course pursuant to the LSN Heads of Terms
“Macquarie” Macquarie Capital (Europe) Limited
“Marble” or “Marble Power” Marble Power Limited, a GFG Alliance company
“Marble PPA” the conditional agreement between SUP and Marble dated 21 May 2018, pursuant to which Marble will purchase up to 220MW of capacity from the Power Station following Conversion
“MeyGen” MeyGen Limited, a subsidiary of the Company and the owner of the Group’s MeyGen Project in Scotland
“MeyGen Phase 1A” the first phase of the MeyGen Project which has been completed providing installed capacity of 6MW
“MeyGen Project” the Group’s tidal stream project between the north coast of Scotland and the island of Stroma of which MeyGen Phase 1A has been completed
“N+P” N+P Group B.V., the Dutch recycling group
“Ordinary Shares” the ordinary shares of no par value in the capital of Atlantis
“Placee” a person subscribing for Placing Shares under the Placing at the Placing Price
“Placing” the proposed placing of up to 57,142,857 Placing Shares at the Placing Price pursuant to the Placing Agreement
“Placing Agreement” the conditional agreement between Cantor Fitzgerald, Macquarie, the Company, and the Executive Directors dated 21 May 2018
“Placing Price” 35p per Placing Share
“Placing Shares” up to 57,142,857 new Ordinary Shares to be issued by the Company pursuant to the Placing Agreement
“Power Station” the power station owned by SUP at Uskmouth in South Wales
“Proposals” the proposals set out in this announcement, including the Acquisition, the Placing and Admission
“Proposed Directors” the proposed directors of the Company, who will be appointed to the Board of the Company with effect from Completion, namely, Andrew Dagley, Mark Elborne and Jay Hambro
“Prospectus Directive” Directive 2003/71/EC (and amendments thereto including 2010 PD Amending Directive), including any relevant amending implementing measures in each member state of the European Economic Area that has implemented Directive 2003/71/EC
“Prospectus Rules” the rules published by the FCA under FSMA governing the publication of a prospectus, as derived from the Prospectus Directive
“Relationship Agreement” the conditional relationship agreement between the Company and SIMEC dated 21 May 2018 which will govern the relationship between the Atlantis Group and the SIMEC Group and the GFG Alliance following Completion
“Renewables Obligation” one of the main support mechanisms for large-scale renewable electricity projects in the UK which is now closed to all new generating capacity
“Resolutions” the resolutions to be proposed at the General Meeting
“Restricted Jurisdiction(s)” any non-EEA jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal sanction if information concerning the Proposals is sent or made available to Shareholders in that jurisdiction
“RJM” RJM Corporation (EC) Limited
“Road Access Agreement” the conditional agreements between SUP and certain members of the GFG Alliance to be entered into on or prior to Completion under which certain arrangements in respect of rights of access over land adjacent or near to SUP’s site for the benefit of the site will be entered into on or prior to Completion
“Sale and Purchase Agreement” or “SPA the conditional agreement between the Company, SIMEC and SIMEC Group Limited dated 14 December 2017 (and as amended on 21 May 2018),  in relation to the acquisition of SUP
“Shareholders” or ” Atlantis Shareholders” holders of Ordinary Shares from time to time
“SIC” the Securities Industry Council of Singapore
“SIMEC” SIMEC UK Energy Holdings Limited
“SIMEC Fuels” SIMEC Fuels Holdings UK Limited, a GFG Alliance company
“SIMEC Group” SIMEC Group Limited and its subsidiary undertakings from time to time
“SIMEC Lease” the lease between SUP and SIMEC Power dated 21 May 2018 and having effect from the date of completion under the lease in respect of certain land not expected to be required by SUP for the proposed Power Station operations
“SIMEC Loan” the convertible loan owed by SUP to SIMEC Group Limited pursuant to the SIMEC Loan Agreement which (following the issue of the SIMEC Loan Completion Shares, and following adjustments pursuant to the Sale and Purchase Agreement), is expected to be approximately £2.33 million
“SIMEC Loan Agreement” the conditional loan agreement between SUP, SIMEC, the Company and SIMEC Group Limited dated 21 May 2018 evidencing the SIMEC Loan
“SIMEC Loan Completion Shares” means 30,457,142 of the Convertible Loan Shares which will be converted on Completion into Ordinary Shares to maintain SIMEC’s interest in the Enlarged Share Capital at 49.99 per cent.
“SIMEC Power” SIMEC Power 4 Limited, a GFG Alliance company
“SIMEC Pipeline” the GFG Alliance’s current portfolio of development and operational renewable power generation assets set out in this announcement
“SIMEC Tax Deed” the conditional tax deed between the Company and SIMEC dated 21 May 2018 pursuant to which SIMEC has agreed to indemnify the Company in respect of certain pre-Completion tax liabilities and other tax-related liabilities of SUP
“Singapore Act” the Singapore Companies Act (Cap. 50) or any statutory modification for the time being in force
“Singapore Code” the Singapore Code on Takeovers and Mergers issued by the Monetary Authority of Singapore pursuant to section 321 of the Singapore Securities and Futures Act (Cap. 289) as amended from time to time
“SUP” SIMEC Uskmouth Power Limited
“SUP Fuel Processing Facility” the fuel processing facility to be constructed on a site adjacent to the Power Station to produce waste derived energy pellets for burning in the Power Station following Conversion and to be owned by Fuel SPV
“SUP Technical Report” the independent technical report by the Technical Consultant dated 21 May 2018
“Tax Deed of Indemnity” the SIMEC Tax Deed and the Atlantis Tax Deed
“Technical Consultant” or “AECOM” AECOM Infrastructure & Environment UK Limited
“uncertificated” or “uncertificated form” recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST
“United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland
“United States”, “United States of America” or “US” the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction
“US Securities Act” or “Securities Act” the United States Securities Acts of 1933, as amended, and the rules and regulations promulgated thereunder
“Whitewash” the approval of the Independent Atlantis Shareholders to waive their rights to receive a general offer from SIMEC under Rule 14 of the Singapore Code
“Whitewash Waiver Conditions” the conditions imposed by SIC for it to agree to waive the obligation for SIMEC to make a general offer that would otherwise arise on SIMEC as a result of the Acquisition
“Whitewash Resolution” the resolution to be proposed at the General Meeting in relation to the Whitewash
“£” or “Sterling” pounds sterling, the lawful currency from time to time of the United Kingdom

The following technical terms apply throughout this announcement unless the context requires otherwise.

“CfD” contracts for difference
“CPI” Consumer Price Index
“EPC” engineering, procurement and construction
“FEED” front end engineering and design
“FID” final investment decision
“GWh” gigawatt hour
“Load factor” actual output for a period divided by total output had the Power Station operated at full capacity for the same period expressed as a percentage
“LHV” lower heating value
“MW” megawatts
“MWh” megawatt hour
“PPA” power purchase agreement
“ROCs” Renewables Obligation Certificates

For the purposes of this announcement, it is assumed that all of the Placing Shares will be issued by the Company.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY THE JOINT BOOKRUNNERS WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE “QUALIFIED INVESTORS”, AS DEFINED IN ARTICLE 2.1(E) OF THE PROSPECTUS DIRECTIVE, AS AMENDED (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONALS” IN ARTICLE 19(5) OF THE FPO OR FALL WITHIN THE DEFINITION OF “HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC” IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE “QUALIFIED INVESTORS” AS DEFINED IN SECTION 86 OF FSMA OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

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, sold, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in “offshore transactions”, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy or subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, the Joint Bookrunners, or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any restrictions contained in this announcement.

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

Any indication in this announcement of the price at which Atlantis shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a “Placee”) by making or accepting an oral offer to subscribe and/or purchase Placing Shares is deemed to have read and understood this announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the Placing Agreement with the Joint Bookrunners. Pursuant to the Placing Agreement, the Joint Bookrunners have, subject to the terms set out in such agreement, agreed to use reasonable endeavours, as agent of the Company, to procure Placees for the Placing Shares. The Joint Bookrunners will today commence an accelerated bookbuilding process in respect of the Placing (the “Bookbuild”) to determine demand for participation in the Placing by Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing.  No commissions will be paid to Placees in respect of any Placing Shares.

It is expected that the Placing will raise up to £20 million in gross proceeds at the Placing Price with up to 57,142,857 Placing Shares expected to be placed. The Placing is not being underwritten by Cantor Fitzgerald, Macquarie or any other person.  The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement.

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

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for Admission

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies. Admission is expected to become effective on or around 15 June 2018 (or such later date as the Joint Bookrunners may agree with the Company, not being later than 8.00 a.m. on 29 June 2018) and dealings in the Placing Shares will commence on the same day.

Participation in, and principal terms of the Placing

  1. The Joint Bookrunners are acting as agent of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.
  2. Participation in the Bookbuild will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and any of their affiliates are entitled to enter bids in the Bookbuild as principal.
  3. The price per Placing Share is a price of 35 pence and is payable to the Joint Bookrunners (as agent for the Company) by all Placees. The Bookbuild will establish the number of Placing Shares to be issued at the Placing Price, which will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild.
  4. The timing of the closing of the Bookbuild will be determined by the Joint Bookrunners in their absolute discretion and shall then be announced on a Regulatory Information Service as soon as is practicable following completion of the Bookbuild.
  5. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at either Cantor Fitzgerald or Macquarie. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 10 below.
  6. The Bookbuild is expected to close no later than 4.30 p.m. today but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners 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.
  7. Each Placee’s allocation will be determined by the Joint Bookrunners in their absolute discretion following consultation with the Company.
  8. Each Placee’s allocation will be confirmed to Placees orally, or by email, by the Joint Bookrunner whom they contact following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. A Joint Bookrunner’s oral or emailed confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Joint Bookrunners and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company’s articles of association.
  9. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued.
  10. Subject to paragraphs 4 and 5 above, the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, but subject to the prior consent of the Company, allocate the Placing Shares after the time of any initial allocation to any person submitting a bid after time.
  11. Each Placee’s allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with a Joint Bookrunner’s consent will not be capable of variation or revocation after the time at which it is submitted.
  12. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners as agent for the Company, to pay to the Joint Bookrunners (or as a Joint Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee.
  13. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent) in its capacity as Placee (or agent) other than with such Placee’s prior written consent.
  14. Irrespective of the time at which the Placee’s allocation(s) pursuant to the Placing is/are 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”.
  15. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Rights to terminate the Placing”.
  16. By participating in the Bookbuild, 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.
  17. To the fullest extent permissible by law, neither: (a) the Joint Bookrunners (b) any of their affiliates, agents, directors, officers, consultants or employees nor (c) to the extent not contained within (a) or (b) any person connected with a Joint Bookrunner as defined in FSMA ((b) and (c) being together “Affiliates” and individually an “Affiliate” of a Joint Bookrunner) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular neither the Joint Bookrunners nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners’ conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Joint Bookrunners under the Placing Agreement are conditional, inter alia, on:

  1. the passing of the Resolutions at the General Meeting;
  2. the SPA having become unconditional in accordance with its terms save for any conditions relating to Admission having occurred or to the Placing Agreement having become unconditional;
  3. the performance by the Company of its obligations under the Placing Agreement, to the extent that they fall to be performed prior to Admission;
  4. the Placing Agreement not having been terminated prior to Admission; and
  5. Admission occurring not later than 8.00 am on 15 June 2018 or such later time and date as the Joint Bookrunners may agree in writing with the Company (but in any event not later than 8.00 a.m. on 29 June 2018 (“Long Stop Date”)).

If (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Joint Bookrunners) by the relevant time or date specified in the Placing Agreement, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse.  Accordingly each Placee’s rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither the Company, nor the Joint Bookrunners nor any of their Affiliates shall have any liability to any Placees (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 in the Placing Agreement or to terminate the Placing Agreement.

The Joint Bookrunners may waive compliance by the Company with certain of the conditions in the Placing Agreement. Any such extension or waiver under the Placing Agreement will not affect Placees’ commitments as set out in this announcement.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under “Rights to terminate the Placing” and will not be capable of rescission or termination by the Placee.

Rights to terminate the Placing

The Joint Bookrunners may in their absolute discretion (but acting in good faith) at any time before Admission, terminate their obligations under the Placing Agreement by giving notice to the Company if the Joint Bookrunners become aware that:

  1. any statement contained in the Admission Document, has become or has been discovered to be untrue, inaccurate or misleading in any material respect or there has been an omission therefrom;
  2. any of the warranties was untrue, inaccurate or misleading in any material respect when made on the date of the Placing Agreement or that any of the warranties would be untrue, inaccurate or misleading in any material respect if it were to be repeated at any time up to Admission by reference to the facts and circumstances subsisting at the time;
  3. the Company is in material breach of its obligations under the Placing Agreement, to the extent such obligations fall to be performed prior to Admission;
  4. there has been a development or event, of which a Joint Bookrunner was unaware when entering into this agreement which constitutes a Material Adverse Change (as defined in the Placing Agreement);
  5. there happens, develops or comes into effect:
    • 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
    • a suspension of trading in securities generally on the London Stock Exchange or if trading is limited or minimum prices are established; or
    • the declaration, outbreak, escalation or threatening of war or other material hostilities, or the occurrence of any major acts of terrorism, involving the United Kingdom or Singapore or the declaration by the United Kingdom or Singapore of a national emergency; or
    • any other fundamental financial, economic or market crisis in the United Kingdom or Singapore or affecting international financial markets or the development of any fundamental financial, economic or market crisis which, in any such case, in a Joint Bookrunner’s opinion, acting in good faith, is materially adverse,

which in each case (either individually or together) in the sole judgement of a Joint Bookrunner (acting in good faith) will be reasonably likely to prejudice the success of the Placing, dealings in Ordinary Shares in the secondary market, or which makes it, in the sole judgment of a Joint Bookrunner (acting in good faith) impracticable or inadvisable to proceed with the Placing;

The rights and obligations of the Placees will not be subject to termination by Placees at any time or in any circumstance.  By participating in the Placing, each Placee agrees with the Joint Bookrunners that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners (acting in good faith) and that the Joint Bookrunners will not need to make any reference to the Placees in this regard and that to the fullest extent permitted by law the Joint Bookrunners shall not have any liability whatsoever to the Placees in connection with any such exercise.

Admission Document

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of a prospectus in the United Kingdom or in any other jurisdiction. No prospectus has been or will be submitted to be approved by the FCA in relation to the Placing, and Placees’ commitments will be made solely on the basis of the information contained in (i) the Admission Document; and (ii) this Announcement (including this Appendix). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the Admission Document is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and neither the Joint Bookrunners 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 the Joint Bookrunners, 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 the Joint Bookrunners are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement or the Admission Document to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN SG9999011118) following Admission will take place within the CREST system, subject to certain exceptions.  It is expected that settlement will be on 15 June 2018.  The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the relevant Joint Bookrunner in accordance with the standing CREST settlement instructions which they have in place with the relevant Joint Bookrunner.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements with the Joint Bookrunner stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the Joint Bookrunners (in GBP) and settlement instructions.

A Placee’s entitlement to receive any Placing Shares under the Placing will be conditional on the Joint Bookrunner’s receipt of payment in full for such Placing Shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as the Joint Bookrunners and the Company may in their absolute discretion determine, or otherwise in accordance with that confirmation’s terms.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations in relation to the Placing Shares: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any Placing Shares; (iii) the Company or the Joint Bookrunners may sell (and both of them is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee’s behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, the Joint Bookrunners (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee’s behalf, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company (and to the Joint Bookrunners as applicable) for the full amount of any losses and of any costs which it may suffer or incur as a result of it (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee 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 the Placee’s name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue or sale of the Placing Shares, neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing, each Placee (and any person acting on such Placee’s behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Joint Bookrunners (for themselves and on behalf of the Company):

  1. that it has read and understood this Announcement, including the Appendix, in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
  2. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
  3. that the exercise by Cantor Fitzgerald or Macquarie of any right or discretion under the Placing Agreement shall be within the absolute discretion of Cantor Fitzgerald and Macquarie and neither Cantor Fitzgerald nor Macquarie need have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Cantor Fitzgerald or Macquarie or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
  4. that these terms and conditions represent the whole and only agreement between it, the Joint Bookrunners and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Admission Document. Each Placee agrees that neither the Company nor the Joint Bookrunners nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
  5. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
  6. that neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of “best execution” and “suitability” imposed by the FCA’s Conduct of Business Source Book, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to customers of the Joint Bookrunners or for providing advice in respect of the transactions described herein;
  7. that it is: (i) unless otherwise agreed in writing with the Bookrunners, located outside the United States and is not a US person as defined in Regulation S under the Securities Act (“Regulation S”) and is subscribing for the Placing Shares only in “offshore transactions” as defined in and pursuant to Regulation S, and (ii) it is not subscribing for Placing Shares as a result of any “directed selling efforts” as defined in Regulation S or by means of any form of “general solicitation” or “general advertising” as such terms are defined in Regulation D under the Securities Act;
  8. that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and that, subject to certain exceptions, the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States;
  9. that, unless specifically agreed with the Joint Bookrunners, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
  10. that it is not a national or resident of Canada, Australia, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic South Africa or Japan;
  11. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
  12. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US persons (as that term is defined in Regulation S);
  13. that it is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Joint Bookrunners or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
  14. that it 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;
  15. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Joint Bookrunners;
  16. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
  17. that, unless otherwise agreed by the Joint Bookrunners, it is a qualified investor (as defined in section 86(7) of the FSMA;
  18. that, unless otherwise agreed by the Joint Bookrunners, it is a “professional client” or an “eligible counterparty” within the meaning of Chapter 3 of the FCA’s Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
  19. 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;
  20. that any money held in an account with each of the Joint Bookrunners on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA’s client money rules. As a consequence, this money will not be segregated from the relevant Joint Bookrunner’s money in accordance with such client money rules and will be used by the relevant Joint Bookrunner in the course of its own business and each Placee will rank only as a general creditor of the relevant Joint Bookrunner;
  21. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Company’s Articles of Association;
  22. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
  23. that it is not relying on any representations or warranties or agreements by the Company, the Joint Bookrunners or by any of their respective directors, employees or agents or any other person except as set out in the express terms of this Appendix;
  24. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for under the Placing unless and until Admission becomes effective;
  25. that it appoints irrevocably any director of the Joint Bookrunners as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
  26. that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;
  27. that this Announcement does not constitute a securities recommendation or financial product advice and that neither the Joint Bookrunners nor the Company has considered its particular objectives, financial situation and needs;
  28. that it is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
  29. that it will indemnify and hold the Company and the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Joint Bookrunners will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Joint Bookrunners, and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to each of the Joint Bookrunners for itself and on behalf of the Company and will survive completion of the Placing and Admission;
  30. that time shall be of the essence as regards obligations pursuant to this Appendix;
  31. that it is responsible for obtaining any legal, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Joint Bookrunners to provide any legal, tax or other advice to it;
  32. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that Cantor Fitzgerald or Macquarie shall notify it of such amendments;
  33. that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the “Regulations”); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Joint Bookrunners may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide in their absolute discretion;
  34. that it will not make any offer to the public of those Placing Shares to be subscribed by it for the purposes of the Prospectus Rules made by the FCA pursuant to Commission Regulation (EC) No. 809/2004;
  35. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
  36. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
  37. that any documents sent to Placees will be sent at the Placees’ risk. They may be sent by post to such Placees at an address notified to Cantor Fitzgerald or Macquarie;
  38. that the Joint Bookrunners owe no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement; and
  39. that the Joint Bookrunners or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

The Company, the Joint Bookrunners and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to each of the Joint Bookrunners for itself and on behalf of the Company and are irrevocable.

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Joint Bookrunners.

The agreement to settle a Placee’s subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Joint Bookrunners will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, and the Joint Bookrunners in the event that any of the Company and/or the Joint Bookrunners has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

All times and dates in this Announcement (including this Appendix) may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.