NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE, OR
TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER ARE ONLY BEING COMUNICATED TO, AND MAY
ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN
EXISTING MEMBER OF EMPYREAN ENERGY PLC. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE
ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF EMPYREAN ENERGY PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT
2018.
6
November 2024
Empyrean Energy
plc
Retail
Offer
Empyrean Energy plc
or the "Company" (AIM:EME) is pleased to
announce to the opportunity for its existing retail
shareholders via the CMC CapX (the "Retail Offer") of new ordinary shares
of £0.2p each in
the capital of the Company (the "Retail Offer Shares").
In addition to the Retail Offer, the
Company is also conducting a placing of new ordinary shares (the
"Placing Shares" and
together with the Retail Offer Shares, the "Fundraising Shares") through an
accelerated bookbuild process (the "Placing"). The price of the Fundraising
Shares is 0.1p (the
"Issue Price").
A separate announcement has been
made regarding the Placing and its terms. For the avoidance of
doubt, the Retail Offer is separate from and does not form part of
the Placing.
The issue of the Retail Offer Shares
is conditional upon the passing of the resolutions to be put to
shareholders of the Company at a General Meeting, expected to be
held at the offices of the Cavendish at 1
Bartholomew Close, London, EC1A 7BL
at 10.00am on Monday 2 December
2024. The Retail Offer and the Placing are
conditional on, the Fundraising Shares being admitted to trading on
the AIM market operated by London Stock Exchange plc ("Admission"). Admission is expected to
take place at 8.00 a.m. on 3 December
2024. Completion of the Retail Offer
is conditional, inter
alia, upon the completion of the Placing.
The
Retail Offer
The Company values its retail
shareholder base and believes that it is appropriate to provide its
existing retail shareholders in the United Kingdom the opportunity
to participate in the Retail Offer via participating financial
intermediaries.
Therefore, the Company is making the
Retail Offer open to Eligible Shareholders (as defined below) in
the United Kingdom via the CMC CapX Platform following release of
this announcement.
To be eligible to participate in the
Retail Offer, applicants must be: (i) a retail shareholder of the
Company on or prior to the release of this announcement; and (ii)
resident in the United Kingdom; and (iii) a customer of a
participating intermediary (such persons being "Eligible Shareholders").
The Retail Offer is expected to
close by 5pm on 8th November
2024, but the Company reserves the right to close it
earlier. Eligible Shareholders should note
that financial intermediaries may also have earlier closing
times.
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Expected timetable
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Retail Offer opens
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7am on 6th
November
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Retail Offer closes
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5pm on 8th
November
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Announcement of the results of the
Retail Offer
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11 November 2024
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Admission of the Retail Offer Shares
and crediting of CREST accounts
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8.00 a.m. on
3 December 2024
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The dates and times specified above are subject to change. In
particular, the Company may (with the prior approval of CMC Markets
UK plc) bring forward, extend or postpone the closing time and date
for the Retail Offer. In the event that a date or time is changed,
the Company will notify financial intermediaries who have applied
for Retail Offer Shares on behalf of retail investors by post, by
electronic mail or by the publication of a notice through a
Regulatory Information Service.
Other retail brokers or wealth
managers which, in each case, are investment professionals (within
the meaning of article 19 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005), wishing to participate in
the Retail Offer on behalf of Eligible Shareholder, should
contact CMC CapX via email to
capx@cmcmarkets.com or by telephone on +44 (0) 20 3003
8632.
Eligible Shareholders wishing to
subscribe for Retail Offer Shares should contact their broker or
wealth manager who will confirm if they are participating in the
Retail Offer.
There is a minimum subscription of
£50 per investor. The terms and conditions on which investors
subscribe will be provided by the relevant financial intermediaries
including relevant commission or fee charges.
The Company reserves the right to
scale back any order under the Retail Offer at its discretion. The
Company reserves the right to reject any application for
subscription under the Retail Offer without giving any reason for
such rejection.
It is vital to note that once an
application for Retail Offer Shares has been made and accepted via
an intermediary, it is irrevocable and cannot be
withdrawn.
The Retail Offer Shares will, when
issued, be credited as fully paid and will rank pari passu in all respects with
existing ordinary shares in the capital of the Company
("Ordinary Shares")
including the right to receive all dividends and other
distributions declared, made or paid after their date of
issue.
The Retail Offer is an offer to
subscribe for transferable securities, the terms of which ensure
that the Company is exempt from the requirement to issue a
prospectus under Regulation (EU) 2017/1129 as it forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as
amended ("EUWA"). It is a
term of the Retail Offer that the aggregate total consideration
payable for the Retail Offer Shares will not exceed
£250,000 (or the
equivalent in Euros). The exemption from the requirement to publish
a prospectus in section 86(1)(e) of the Financial Services and
Markets Act 2000 (as amended), will apply to the Retail Offer. As
such, there is no need for publication of a prospectus pursuant to
the Prospectus Regulation Rules of the FCA, or for approval of the
same by the FCA.
The Retail Offer is not being made
into any jurisdiction other than the United Kingdom.
No offering document, prospectus or
admission document has been or will be prepared or submitted to be
approved by the FCA (or any other authority) in relation to the
Retail Offer and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Disclosure
Guidance and Transparency Rules, the AIM Rules for Companies, the
Market Abuse Regulation (EU Regulation No. 596/2014) as it forms
part of United Kingdom law by virtue of EUWA.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It
should be noted that a subscription for Retail Offer
Shares and investment in the Company carries a
number of risks. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the Retail Offer Shares if they are in any doubt.
An investment in the Company will
place capital at risk. The value of investments, and any income,
can go down as well as up, so investors could get back less than
the amount invested.
Neither past performance nor any
forecasts should be considered a reliable indicator of future
results.
For Further Information
|
Empyrean Energy plc
Retail Offer
CMC CapX
|
T: +61 8
6146 5325
capx@cmcmarkets.com / telephone
number +44 (0) 20 3003 8632
|
|
|
|
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| |
Further information on the Company
can be found on its website at www.empyreanenergy.com
The Company's LEI is
213800ZRH1WBHEWDFA57
This announcement should be read in its entirety. In
particular, the information in the "Important Notices" section of
the announcement should be read and understood.
Important Notices
The
Retail Offer is only open to persons in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (which includes an
existing member of the Company).
The contents of this announcement
have been prepared by and issued by the Company and is the sole
responsibility of the Company. The Board of
Directors of the Company are responsible for arranging the release
of this announcement on behalf of the Company.
This announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This announcement is not an offer of
securities for sale into the United States. The securities
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and may not be offered
or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is
being made in the United States.
This announcement 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 Australia, Canada, Japan, 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 distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The CMC CapX Platform is a software
and technology platform owned and operated by CMC Markets UK plc
(trading as CMC CapX) (registered address at 133 Houndsditch, London, EC3A 7BX).
CMC Markets UK plc ("CMC")
is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company and for no-one else and will not
regard any other person (whether or not a recipient of this
announcement) as its client in relation to the Retail Offer and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in connection with the Retail Offer, Admission and
the other arrangements referred to in this announcement.
The value of Ordinary Shares and the
income from them is not guaranteed and can fall as well as rise due
to stock market movements. When you sell your investment, you may
get back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
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",
"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 Company's businesses
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.
These forward-looking statements
speak only as at the date of this announcement and cannot be relied
upon as a guide to future performance. The Company and CMC
expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the FCA, the London Stock Exchange
or applicable law.
The information in this announcement
is for background purposes only and does not purport to be full or
complete. None of CMC or any of its affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. CMC and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they
might otherwise be found to have in respect of this announcement or
its contents or otherwise arising in connection
therewith.
Any indication in this announcement
of the price at which the Ordinary Share 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 or target dividend per share of
the Company for the current or future financial years would
necessarily match or exceed the historical published earnings or
dividends per share of the Company.
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.
The Retail Offer Shares to be issued or sold pursuant to the Retail
Offer will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
UK
Product Governance Requirements
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail
Offer Shares have been subject to a product approval process, which
has determined that the Retail Offer Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted
distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail
Offer Shares may decline and investors could lose all or part of
their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail
Offer 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 any contractual, legal or regulatory selling
restrictions in relation to the Retail Offer.
For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of Chapters 9A or
10A respectively of COBS; or (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 Retail Offer Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Retail Offer Shares and determining
appropriate distribution channels.
EU
Product Governance Requirements
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 Retail Offer Shares have been subject to a product approval
process, which has determined that the Retail Offer Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target
Market Assessment, distributors should note that: the price of the
Retail Offer Shares may decline and investors could lose all or
part of their investment; the Retail Offer Shares offer no
guaranteed income and no capital protection; and an investment in
the Retail Offer 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 EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Retail
Offer.
For the avoidance of doubt, the EU
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 Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution
channels.