THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERCIA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND, OR THE REPUBLIC OF SOUTH AFRICA, OR SINGAPORE, NOR IS IT
TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR
RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR OF ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY
CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN ADMISSION DOCUMENT OR A PROSPECTUS
AND DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR
SUBSCRIBE FOR (OR THE SOLICIATION OF AN OFFER TO BUY, ACQUIRE OR
SUBSCRIBE FOR) ANY SECURITIES WHERE SUCH OFFER WOULD BREACH ANY
APPLICABLE LAW OR REGULATION. IN PARTICULAR, THIS ANNOUNCEMENT DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO
ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A
RESIDENT OF, THE UNITED STATES OF AMERCIA, AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE,
OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR
OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR
QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMENDED ("MAR").
Greatland
Gold plc (AIM: GGP)
E: info@greatlandgold.com
W: https://greatlandgold.com
:
twitter.com/greatlandgold
NEWS RELEASE
| 14 October
2024
Acquisition of Havieron & Telfer -
Update
THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION AS STIPULATED UNDER THE UK MARKET ABUSE
REGULATIONS. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Greatland Gold plc (AIM:GGP) (Greatland or the Company) announced on 10 September 2024
that certain of its wholly owned subsidiaries had entered into a
binding agreement with certain Newmont Corporation subsidiaries
(Newmont) to acquire,
subject to certain conditions being satisfied, a 70% ownership
interest in the Havieron gold-copper project, 100% ownership of the
Telfer gold-copper mine, and other related interests in assets in
the Paterson region (the Acquisition).
Completion of the Acquisition is subject to the
satisfaction (or, where applicable, waiver) of a number of
conditions precedent, which are summarised in the Company's
Admission Document dated 10 September 2024 (Admission Document) (refer to Part 2,
paragraph 2, on page 41).
Greatland is pleased to provide an update on the
significant progress that has been made towards satisfaction of the
following conditions precedent to the completion of the
Acquisition:
§ Foreign Investment Review Board (FIRB)
approval: Greatland has been granted foreign investment
approval by the Treasurer of the Commonwealth of Australia for the
Acquisition. Newmont has submitted its own approval application
which remains pending.
§ Ministerial consent to tenement
transfers: Consent has been granted by the Western Australia
Minister for Mines and Petroleum to the transfer of relevant mining
tenements pursuant to the Acquisition.
§ Telfer environmental licence renewal:
The Telfer Part V licence issued under the Environmental Protection Act 1986 (WA)
has been renewed for a period of 10 years.
§ Greatland shareholder approval: On 30
September 2024, Greatland shareholders voted to overwhelmingly
approve the Acquisition and associated equity raising, with 99.75%
of votes cast being in favour.
As announced by the Company on 26 September 2024,
significant progress has also been towards the satisfaction of the
conditions precedent relating to Telfer Tailings Storage
Facility 8.
Completion of the Acquisition remains subject
to satisfaction (or, where applicable, waiver) of the remaining
conditions described in the Admission Document, and continues to be
targeted in Q4 2024. The Company will provide further updates
as appropriate.
Contact
For further information, please
contact:
Greatland Gold plc
Shaun Day, Managing Director
| Rowan Krasnoff, Head of Business Development
info@greatlandgold.com
Nominated Advisor
SPARK Advisory Partners
Andrew Emmott / James Keeshan / Neil
Baldwin | +44 203 368 3550
Corporate Brokers
Canaccord Genuity |
James Asensio / George Grainger | +44 207 523
8000
Berenberg | Matthew
Armitt / Jennifer Lee | +44 203 368 3550
SI Capital Limited |
Nick Emerson / Sam Lomanto | +44 148 341
3500
Media Relations
UK - Gracechurch Group | Harry
Chathli / Alexis Gore / Henry Gamble | +44 204 582
3500
Australia - Fivemark Partners
| Michael Vaughan | +61 422 602 720
About Greatland
Greatland is a mining development and
exploration company focused primarily on precious and base
metals.
The Company's flagship asset is the world-class
Havieron gold-copper project in the Paterson Province of Western
Australia, discovered by Greatland and presently under development
in joint venture with world gold major, Newmont
Corporation.
Havieron is located approximately 45km east of
the Telfer gold mine. The box cut and decline to the Havieron
orebody commenced in February 2021. Total development exceeds
3,060m including over 2,110m of advance in the main access decline
(as at 30 June 2024). Havieron is intended to leverage the
existing Telfer infrastructure and processing plant, which would
de-risk the development and reduces capital expenditure.
On 10 September 2024, Greatland announced that
certain of its wholly owned subsidiaries had entered into a binding
agreement with certain Newmont Corporation subsidiaries to acquire,
subject to certain conditions being satisfied, a 70% ownership
interest in the Havieron gold-copper project (consolidating
Greatland's ownership of Havieron to 100%), 100% ownership of the
Telfer gold-copper mine, and other related interests in assets in
the Paterson region. Completion of the acquisition is subject
to the satisfaction of certain conditions precedent and is targeted
to occur during Q4 2024.
Greatland has a proven track record of discovery
and exploration success and is pursuing the next generation of
tier-one mineral deposits by applying advanced exploration
techniques in under-explored regions. Greatland has a number of
exploration projects across Western Australia and in parallel to
the development of Havieron is focused on becoming a
multi-commodity miner of significant scale.
IMPORTANT INFORMATION
General
The contents of this announcement
are not to be construed as legal, financial or tax advice. Each
prospective investor should consult a legal adviser, an independent
financial adviser duly authorised under the Financial Services and
Markets Act 2000 (FSMA) or a tax adviser for legal, financial or
tax advice in relation to any investment in or holding of ordinary
shares. Each prospective investor should consult with such advisers
as needed to make its investment decision and to determine whether
it is legally permitted to hold shares under applicable legal
investment or similar laws or regulations. Investors should be
aware that they may be required to bear the financial risks of this
investment for an indefinite period of time.
Investing in and holding the
ordinary shares involves financial risk. Prior to investing in the
ordinary shares, investors should carefully consider all of the
information contained in the Admission Document, paying particular
attention to the risk factors contained in
Part
6 (Risk Factors) of the Admission
Document. Investors should consider carefully whether an investment
in the ordinary shares is suitable for them in light of the
information contained in the Admission Document and their personal
circumstances.
To the extent permitted by law and
regulation, no undertaking, representation or warranty or other
assurance, express or implied, is made or given by or on behalf of
the Company, or any of their respective parent or subsidiary
undertakings or the subsidiary undertakings of any such parent
undertakings or any of their respective directors, officers,
partners, employees, agents, affiliates, representatives or
advisers, or any other person, as to the accuracy, completeness or
fairness of the information or opinions contained in this
announcement. None of the Company, SPARK or Canaccord, or any of
their respective parent or subsidiary undertakings or the
subsidiary undertakings of any such parent undertakings or any of
their respective directors, officers, partners, employees, agents,
affiliates, representatives or advisers, or any other person their
respective affiliates and advisers, agents and/or any other party
undertakes or is under any duty to update this announcement or to
correct any inaccuracies in any such information which may become
apparent or to provide any person with any additional information.
Save in the case of fraud, no responsibility or liability is
accepted by any such person for any errors, omissions or
inaccuracies in such information or opinions or for any loss, cost
or damage suffered or incurred, however arising, directly or
indirectly, from any use of, as a result of the reliance on, or
otherwise in connection with, this announcement. In addition, no
duty of care or otherwise is owed by any such person to recipients
of this announcement or any other person in relation to this
announcement.
SPARK Advisory Partners Limited
which is authorised and regulated in the UK by the FCA, is acting
as nominated adviser to the Company in connection with the Placing
and Readmission and will not be acting for any other person
(including a recipient of this announcement) or otherwise be
responsible to any person for providing the protections afforded to
clients of SPARK or for advising any other person in respect of the
proposed Placing, Retail Offer and Readmission or any transaction,
matter or arrangement referred to in this announcement. SPARK's
responsibilities as the Company's nominated adviser under the AIM
rules for nominated advisers published by London Stock Exchange plc
from time to time are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or to any other
person in respect of such person's decision to acquire shares in
the Company in reliance on any part of this announcement. SPARK is
not making any representation or warranty, express or implied, as
to the contents of this announcement.
Canaccord Genuity Limited which is
authorised and regulated in the UK by the FCA, is acting as global
coordinator, bookrunner and broker to the Company in connection
with the Placing and Readmission and will not be acting for any
other person (including a recipient of this announcement) or
otherwise be responsible to any person for providing the
protections afforded to clients of Canaccord or for advising any
other person in respect of the Placing, Retail Offer and
Readmission or any transaction, matter or arrangement referred to
in this announcement. Canaccord is not making any representation or
warranty, express or implied, as to the contents of this
announcement.
In connection with the Placing, the
Bookrunner and any of its respective affiliates, acting as an
investor for its or their own account(s), may acquire ordinary
shares, and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for its or their own account(s) in ordinary
shares and other securities of the Company or related investments
in connection with the Placing or otherwise. Accordingly,
references in this announcement to the ordinary shares being
offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or subscription, acquisition,
dealing or placing by, the Bookrunner and any of its respective
affiliates acting as an investor for its or their own account(s).
The Bookrunner does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
The Bookrunner and its affiliates
may have engaged in transactions with, and provided various
investment banking, financial advisory and other services to, the
Company for which they would have received customary fees. The
Bookrunner and any of its affiliates may provide such services to
the Company and any of its affiliates in the future.
The person responsible for arranging
the release of this announcement on behalf of the Company is Shaun
Day.
This announcement contains inside
information for the purposes of Article 7 of UK MAR, encompassing
information relating to the Acquisition and the Equity Raising
described herein, and is disclosed in accordance with the Company's
obligations under Article 17 of UK MAR. In addition, market
soundings (as defined in UK MAR) were taken in respect of the
Placing with the result that certain persons became aware of inside
information (as defined in UK MAR), as permitted by UK MAR. This
inside information is set out in this announcement. Therefore, upon
publication of this announcement, those persons that received such
inside information in a market sounding are no longer in possession
of such inside information relating to the Company and its
securities.
Notice to overseas persons
THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER, OR THE SOLICITATION OF AN OFFER, TO BUY OR
SUBSCRIBE FOR, ORDINARY SHARES TO ANY PERSON TO WHOM, OR IN ANY
JURISDICTION IN WHICH, SUCH OFFER OR SOLICITATION IS UNLAWFUL AND
IS NOT FOR DISTRIBUTION IN OR INTO ANY RESTRICTED
JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT
ELIGIBLE TO TAKE PART IN THE PLACING. THE DISTRIBUTION OF
THIS ANNOUNCEMENT AND THE EQUITY RAISING MAY BE RESTRICTED BY LAW
IN CERTAIN JURISDICTIONS. NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN
BY THE COMPANY, THE DIRECTORS, THE NOMINATED ADVISER, PRIMARYBID OR
THE BOOKRUNNER TO PERMIT A PUBLIC OFFER OF ORDINARY SHARES OR TO
PERMIT THE POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY
JURISDICTION WHERE ACTION FOR THAT PURPOSE MAY BE REQUIRED. THIS
ANNOUNCEMENT MAY NOT BE DISTRIBUTED IN ANY JURISDICTION EXCEPT
UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY
APPLICABLE LAWS AND REGULATIONS. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, THE DIRECTORS, THE
NOMINATED ADVISER AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND
TO OBSERVE ANY SUCH RESTRICTIONS. FAILURE TO COMPLY WITH ANY SUCH
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
THE RELEVANT JURISDICTION.
Notice to investors in the United States
The ordinary shares have not been,
and will not be, registered under the United States Securities Act
of 1933, as amended, (the "US Securities Act") and, subject to
certain exceptions, may not be offered or sold within the United
States (including its territories and dependencies, any state of
the United States and the District of Columbia) or to, or for the
account or benefit of, US persons (as defined in Regulation S under
the US Securities Act), except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
US Securities Act and applicable State securities laws. There will
be no public offering of the ordinary shares in the United
States.
THE ORDINARY SHARES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE
COMMISSION OR BY ANY STATE SECURITIES COMMISSION IN THE UNITED
STATES OR ANY OTHER US REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OF THE ORDINARY SHARES OR THE ACCURACY OR ADEQUACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE.
In particular, the Retail Offer will
be made only to persons who are, and at the time the ordinary
shares are subscribed for, will be outside the United States and
subscribing for the ordinary shares in an "offshore transaction" as
defined in, and in accordance with Regulation S under the US
Securities Act. Persons who are resident in or otherwise located in
the United States will not be eligible to participate in the Retail
Offer or subscribe for ordinary shares.
Notice to investors in the United Kingdom
No ordinary shares have been offered
or will be offered to the public in the United Kingdom prior to the
publication of a prospectus in relation to the ordinary shares
which has been approved by the Financial Conduct Authority (FCA),
except that the ordinary shares may be offered to the public in the
United Kingdom at any time:
a) to any
legal entity which is a qualified investor as defined under Article
2(e) of the UK version of the Prospectus Regulation EU No.
2017/1129 (UK Prospectus Regulation); or
b) to fewer
than 150 natural or legal persons (other than a qualified investor
as defined under Article 2(e) of the UK Prospectus Regulation),
subject to obtaining the prior written consent of Canaccord;
and/or
c) in any
other circumstances falling within Section 86 of FSMA,
provided that no such offer of the
ordinary shares shall require the Company or any other person to
publish a prospectus pursuant to Section 85 of FSMA or supplement a
prospectus pursuant to Article 23 of the UK Prospectus Regulation
and each person who initially acquires any ordinary shares or to
whom any offer is made under the Placing will be deemed to have
represented, acknowledged and agreed that it is a "qualified
investor" within the meaning of Article 2(e) of the UK Prospectus
Regulation.
In the case of any ordinary shares
being offered to a "financial intermediary", as that term is used
in Article 5(1) of the UK Prospectus Regulation, such financial
intermediary will also be deemed to have represented, acknowledged
and agreed that the ordinary shares acquired by it have not been
acquired on a non-discretionary basis on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of any ordinary
shares to the public, other than their offer or resale to qualified
investors in the United Kingdom or a Member State or in
circumstances in which the prior consent of the Bookrunner has been
obtained to each such proposed offer or resale. The Company, the
directors, the Bookrunner and its affiliates, and others will rely
upon the truth and accuracy of the foregoing representation,
acknowledgement and agreement.
Neither the Company, the Nominated
Adviser nor the Bookrunner have authorised, nor do they authorise,
the making of any offer of ordinary shares in circumstances in
which an obligation arises for the Company to publish a prospectus
or a supplemental prospectus for such offer.
For the purposes of this provision,
the expression an "offer to the public" in relation to the ordinary
shares in the United Kingdom means the communication in any form
and by any means of sufficient information on the terms of the
offer and any ordinary shares to be offered so as to enable an
investor to decide to purchase or subscribe for any ordinary
shares.
Notice to investors in the European Economic
Area
In relation to each Member State, no
offer of ordinary shares has been offered or will be offered to the
public in that Member State prior to the publication of a
prospectus in relation to the ordinary shares which has been
approved by the competent authority in that Member State, all in
accordance with Regulation (EU) 2017/1129 (Prospectus Regulation).
Each person who initially acquires any ordinary shares (other than
any retail offeree) or to whom any offer is made under the Placing
will be deemed to have represented, acknowledged and agreed that it
is a "qualified investor" within the meaning of the law of the
Member State implementing Article 2(e) of the Prospectus
Regulation.
In the case of any ordinary shares
being offered to a "financial intermediary", as that term is used
in Article 5(1) of the Prospectus Regulation, such financial
intermediary will also be deemed to have represented, acknowledged
and agreed that the ordinary shares acquired by it have not been
acquired on a non-discretionary basis on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of any ordinary
shares to the public, other than their offer or resale to qualified
investors in a Member State or in circumstances in which the prior
consent of the Bookrunner has been obtained to each such proposed
offer or resale. The Company, the directors, the Bookrunner and its
affiliates, and others will rely upon the truth and accuracy of the
foregoing representation, acknowledgement and agreement.
Neither the Company nor the
Bookrunner have authorised, nor do they authorise, the making of
any offer of ordinary shares in circumstances in which an
obligation arises for the Company to publish a prospectus or a
supplemental prospectus for such offer.
For the purpose of the above
provisions, the expression "an offer to the public" in relation to
any ordinary shares in any Member State means the communication in
any form and by any means of sufficient information on the terms of
the offer and the ordinary shares to be offered so as to enable an
investor to decide to purchase or subscribe for the ordinary
shares.
Notice to investors in Australia
This announcement is not a
prospectus, product disclosure statement or other disclosure
document for the purposes of the Australian Corporations Act 2001
(Cth) (Australian Corporations Act) and has not been lodged with,
or notified to, the Australian Securities and Investments
Commission in connection with the offer of ordinary shares in the
Company and no offer or invitation to subscribe for ordinary shares
under this announcement is made to the public in Australia and the
ordinary shares may not be offered or sold in Australia in any
manner that would require disclosure. The provision of this
announcement to any person does not constitute an offer of ordinary
shares to any person to whom such an offer or invitation would be
unlawful.
Any invitation to subscribe for
ordinary shares has only been made to investors in Australia to
whom an offer can be made without a disclosure document in
accordance with Chapter 6D of the Australian Corporations Act (as
either a "sophisticated investor", a "professional investor" or an
"experienced investor" who is exempt from the disclosure
requirements under section 708(8), (10) or (11) of the Australian
Corporations Act). It is a condition of any person receiving and
retaining this announcement in Australia that they represent and
warrant to the Company, its directors and the Nominated Advisor
that they are a "sophisticated investor", "professional investor"
or an "experienced investor" and that they will not distribute this
announcement to any other person or entity.
Notice to investors in Canada
The ordinary shares referred to
herein have not been and will not be qualified for distribution or
distribution to the public under applicable Canadian securities
laws and, accordingly, any sale of the securities will be made on a
basis which is exempt from the prospectus requirements of such
securities laws only to "accredited investors" within the meaning
ascribed to that term in National Instrument 45-106 - Prospectus
Exemptions, of the Canadian securities administrators (NI 45-106).
The ordinary shares referred to herein are not being offered to and
may not be purchased by, or for the benefit of, persons resident in
Canada except for "accredited investors". The information included
in this announcement is not intended to, and does not, comply with
all of the disclosure requirements that would apply under
applicable Canadian securities law if the Equity Raising was being
qualified pursuant to a prospectus filed with the relevant Canadian
securities regulatory authorities. No securities commission or
similar securities regulatory authority in Canada has reviewed or
in any way passed upon this announcement or the contents hereof, or
the merits of the ordinary shares and any representation to the
contrary is an offense under applicable Canadian securities
laws.
No offer of securities is made
pursuant to this announcement in Canada except to a person who has
represented to the Company that such person: (i) is purchasing as
principal, or is deemed to be purchasing as principal in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or distribution; and (ii) is an
"accredited investor" as such term is defined in Section 1.1 of
National Instrument 45-106 Prospectus Exemptions or, in Ontario, as
such term is defined in Section 73.3(1) of the Securities Act
(Ontario). Any ordinary shares which are being sold in Canada are
done so in reliance on an exemption or exemptions from the
requirements to provide the relevant subscribers with a prospectus
and, as a consequence of acquiring securities pursuant to this
exemption or exemptions, certain protections, rights and remedies
provided by the applicable Canadian securities laws will not be
available to the relevant subscriber. The ordinary shares will be
subject to statutory resale restrictions under the applicable
Canadian securities laws and any resale of the ordinary shares must
be made in accordance with such resale restrictions or in reliance
on an available exemption therefrom. The subscriber is solely
responsible (and Company not in any way responsible) for compliance
with applicable securities laws in the resale of any ordinary
shares.
Notice to investors in Hong Kong
WARNING: THE CONTENTS OF THIS
ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN
HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE
OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS
ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA (HONG KONG)
OR IN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD
BE PROHIBITED BY APPLICABLE LAW.
This announcement has not been
reviewed by any regulatory authority in Hong Kong and it has not
been, and will not be, registered as a prospectus under the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.
32 of the Laws of Hong Kong) (CWUMPO), nor has it been authorised
by the Securities and Futures Commission pursuant to the Securities
and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (SFO).
Accordingly, the ordinary shares may not be offered or sold in Hong
Kong, by means of any document, other than:
a) to persons
who are "professional investors" as defined in the SFO and any
rules made thereunder; or
b) in other
circumstances which do not result in this announcement being a
"prospectus" as defined in the CWUMPO or which do not constitute an
offer to the public within the meaning of the CWUMPO.
No advertisement, invitation or
document relating to the ordinary shares has been or will be
issued, or has been or will be in the possession of any person for
the purpose of issue, in Hong Kong or elsewhere that is directed
at, or the contents of which are likely to be accessed or read by,
the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to the
ordinary shares that are or are intended to be disposed of only to
persons outside Hong Kong or only to "professional investors" (as
defined in the SFO and any rules made thereunder). No person to
whom a copy of this announcement is issued may issue, circulate or
distribute this announcement in Hong Kong or make or give a copy of
this announcement to any other person. No person to whom the
ordinary shares are issued may sell, or offer to sell, such
ordinary shares in circumstances that amount to an offer to the
public in Hong Kong within six months following the date of issue
of such ordinary shares.
Notice to investors in Singapore
This announcement has not been and
will not be registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, this announcement and any other document
or material in connection with the offer or sale, or invitation for
subscription or purchase, of the ordinary shares may not be
circulated or distributed, nor may ordinary shares be offered or
sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to any person in
Singapore other than (i) to an institutional investor (as defined
in Section 4A of the Securities and Futures Act 2001 of Singapore
(SFA)) pursuant to Section 274 of the SFA, (ii) to a relevant
person (as defined in Section 275(2) of the SFA) pursuant to
Section 275(1) of the SFA, or any person pursuant to Section
275(1A) of the SFA, and in accordance with the conditions specified
in Section 275 of the SFA and (where applicable) Regulation 3 of
the Securities and Futures (Classes of Investors) Regulations 2018
of Singapore, or (iii) otherwise pursuant to, and in accordance
with the conditions of, any other applicable provision of the SFA.
A reference to any term as defined in the SFA or any provision in
the SFA is a reference to that term or provision as modified or
amended from time to time including by such of its subsidiary
legislation as may be applicable at the relevant time.
Notification under Section 309B of
the SFA: the ordinary shares are "prescribed capital markets
products" (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore) and "Excluded
Investment Products" (as defined in MAS Notice SFA 04-N12: Notice
on the Sale of Investment Products and MAS Notice FAA-N16: Notice
on Recommendations on Investment Products).
Forward-looking statements
This announcement contains
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements involve known and
unknown risks and uncertainties, many of which are beyond the
group's control and all of which are based on the directors'
current beliefs and expectations about future events. In some
cases, these forward-looking statements can be identified by the
use of forward-looking terminology, including, without limitation,
the terms "anticipates", "believes", "could", "envisages",
"estimates", "expects", "intends", "may", "plans", "projects",
"should", "will" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements relate to matters that are not historical facts. They
appear in a number of places throughout this announcement and
include statements regarding the intentions, beliefs and current
expectations of the Company or the directors concerning, among
other things, the results of operations, financial condition,
liquidity, prospects, growth and strategies of the Company and the
industry in which the group operates. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The actual results, performance
or achievements of the group or developments in the industry in
which the group operates may differ materially from the future
results, performance or achievements or industry developments
expressed or implied by the forward-looking statements contained in
this announcement. Prospective investors are strongly recommended
to read the risk factors set out in Part 6 (Risk Factors) of the Admission Document for a more complete
discussion of the factors that could affect the Company's future
performance and the industry in which the group
operates.
These forward-looking statements and
other statements contained in this announcement regarding matters
that are not historical facts involve predictions. No assurance can
be given that such future results will be achieved; actual events
or results may differ materially as a result of risks and
uncertainties facing the group. Such risks and uncertainties could
cause actual results to vary materially from the future results
indicated, expressed or implied in such forward-looking
statements.
The forward-looking statements
contained in this announcement speak only as at the date of this
announcement. The Company undertakes no obligation to update or
revise publicly the forward-looking statements contained in this
announcement to reflect any change in expectations or to reflect
events or circumstances occurring or arising after the date of this
announcement, except as required in order to comply with its legal
and regulatory obligations (including under the AIM Rules for
Companies).
No
incorporation of website information
The contents of the Company's
website, any website mentioned in this announcement or any website
directly or indirectly linked to these websites have not been
verified and do not form part of this announcement and prospective
investors should not rely on such information.