Launch of Placing to raise approximately £0.9mn
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United Oil & Gas Plc (AIM: "UOG"), the oil and gas company with a high impact exploration asset in Jamaica and development asset in the UK announces its intention to conditionally raise up to approximately £0.9 million (before expenses), by way of a conditional placing to institutional and other investors ("the Placing") of new ordinary shares of £0.00001 each in the capital of the Company (the "Placing Shares") at a price of GBP£0.0020 each (the "Issue Price") and one warrant for every three Placing Shares subscribed for ("Placing Warrants") with an exercise price of £0.0028 per new ordinary share.
The Placing Shares are being offered by way of an accelerated Bookbuild process (the "Bookbuild") which is being managed by Tennyson, acting as sole bookrunner (the "Bookrunner") in connection with the Placing.
The Bookbuild will open with immediate effect following release of this announcement. The timing for the close of the Bookbuild, the number of Placing Shares to be issued and allocation of the Placing Shares is at the discretion of and will be agreed by the Bookrunner and the Company at the close of the Bookbuild. Details of the number of Placing Shares to be issued will be announced as soon as practicable after the close of the Bookbuild.
Reasons for the Placing and Use of proceeds
- Progress the Jamaican work programme commitment, which includes piston core surveying as part of technical studies expected to further derisk the high-graded Jamaican leads and prospects, estimated to have a potential unrisked mean prospective resource of 2.4 billion barrels.
- Administration costs associated with Jamaica farm-out process as the Company actively pursues the positive interest shown by a number of interested parties.
United Chief Executive Officer, Brian Larkin commented:
"As part of the extension to the Walton-Morant licence recently granted by the Jamaican Government, United committed to a programme of additional technical studies including piston core surveying and seismic reprocessing. The high-graded Jamaican leads and prospects are estimated to have a potential unrisked mean prospective resource of 2.4 billion barrels. The strategic decision to progress the initial part of the work programme, aims to provide the Company with a significant advantage as farm-out negotiations progress, maximising the terms of any potential agreement.
In Egypt we continue to close out in an orderly fashion and will satisfy the outstanding debt facility using the proceeds of the EGPC receivable position as it unwinds and will update the market accordingly in due course."
Details of the Placing
A placing agreement has today been entered into between the Company and the Bookrunner in connection with the Placing (the "Placing Agreement"). The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together, the "Announcement").
For every three Placing Shares subscribed for, the placee shall receive one warrant to subscribe for one new ordinary share with an exercise price of £0.0028 per share with an exercise period lapsing on 31 December 2024.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the Conditions below, it is expected that admission to trading on the exchange ("Admission") will become effective and that dealings in the Placing Shares will commence on AIM at 8.00am on 18 March 2024.
The Placing Shares will be issued and credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the date of their allotment and will otherwise rank on Admission pari passu in all respects with each other and with the existing ordinary shares in the Company.
Conditions
The issue of the Placing Shares is conditional upon, amongst other things:
- the Bookrunner and the Company agreeing the number of Placing Shares at the close of the Bookbuild;
- the passing by shareholders of certain resolutions at a General Meeting ("GM") of the Company including without limit, the sub-division of the Company's existing ordinary shares of £0.01 each into new ordinary shares of £0.00001 each and shareholder authorities to issue the Placing Shares and Subscription Shares.
- Admission taking place by no later than 8.00am on 18 March 2024 (or such later date as the Bookrunner may agree in writing with the Company, being not later than 8.00am on the Long Stop Date. If any of these conditions are not satisfied, the Placing Shares will not be issued, the Admission of the new ordinary shares will not take place.
Pursuant to the Placing Agreement, the Bookrunner, as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement contains customary warranties given by the Company in favour of the Bookrunner in relation to, inter alia, the accuracy of the information in this announcement and other matters relating to the Company and its business.
The Bookrunner has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of any of the warranties or a material adverse change.
The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Placing and Admission including all legal and other professional fees, commissions and expenses.
This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Notices" section of this Announcement, to the detailed terms and conditions of the Placing and further information relating to the Book Build described in the Appendix to this Announcement (which forms part of this Announcement).
Appendix I sets out further information relating to the Bookbuild and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including Appendix I) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix I.
Subdivision of shares
At the GM of the Company which is expected to be convened for 11.00 am on 15 March 2024 at 38-43 Lincoln's Inn Fields, London, WC2A 3PA, the Company intends to propose the resolutions to, amongst other matters,:
- subdivide the ordinary shares of £0.01 each in the capital of the Company into one new ordinary share, with a nominal value of £0.00001, and one Deferred A Share. The Deferred A Shares will have a nominal value of £0.00999 each; and
- seek authority to allot shares and to disapply pre-emption rights in connection with the Placing.
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 and is now considered to be in the public domain. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
The Board is responsible for the release of this Announcement on behalf of the Company.
Expected timetable
- Each of the times and dates shown above and elsewhere in this announcement are indicative and accordingly are subject to change.
- References to time in this announcement are to London time unless otherwise stated.
- If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by announcement through a Regulatory Information Service.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK 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 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 investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares 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, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.
EEA product governance
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 in the European Economic Area (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 the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) 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, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.
APPENDIX I
FURTHER DETAIL OF THE PLACING
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Admission for the Placing Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on or around 18 March 2024 ("Admission"). In any event, the latest date for Admission is 19 March 2024 (the "Long Stop Date").
Placing
Participation in, and principal terms of, the Placing are as follows:
- The Bookrunner is arranging the Placing as agents for, and brokers to, the Company.
- The Placing Price and the number of Placing Shares to be issued will be determined by the Company (in consultation with the Bookrunner) following completion of a bookbuilding exercise by the Bookrunner (the "Bookbuild"). The results of the Bookbuild will be released through a Regulatory Information Service following the completion of the Bookbuild. The Bookrunner shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion determine, following consultation with the Company.
- To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Tennyson. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price which is ultimately established by the Company or at prices up to a price limit specified in its bid. Bids may be scaled down by the Bookrunner on the basis referred to in paragraph 7 below.
- The Bookbuild is expected to close no later than 8.00 a.m. on 27 February 2024 but may be closed earlier or later at the discretion of the Bookrunner. The Bookrunner may, in agreement with the Company, accept bids received after the Bookbuild has closed.
- Following the close of the Bookbuild for the Placing, each Placee's allocation will be confirmed to Placees orally, or in writing (which can include email), by the Bookrunner and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The Bookrunner's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Bookrunner 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. Except with the Bookrunner's consent, such commitment will not be capable of variation or revocation.
- Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company), to pay to the Bookrunner (or as the 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 acquire and the Company has agreed to allot and issue to that Placee.
- The allocation of the Placing Shares to Placees located in the United States of America (if any) shall be conditional on the execution by each such Placee of an investor representation letter (each an "Investor Representation Letter") in the form provided to it.
- To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority, neither of the Bookrunner nor any of their Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Bookrunner and their Affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither the Bookrunner nor any of their Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may determine.
Conditions of the Placing
- the release of this Announcement to a Regulatory Information Service by no later than 7.00 a.m. on 27 February 2024;
- application having been made by or on behalf of the Company for Admission to the London Stock Exchange not later than 4.45 p.m. on 15 March 2024;
- the publication of an announcement communicating the results of the Placing not later than 12 noon on the first Business Day following the date of this Announcement (or such other time and/or date as agreed by the Company and the Bookrunner);
- the Placing Shares having been allotted, subject only to Admission, to the Placees credited as fully paid;
- the Company and/or the Bookrunner not having become aware of:
- any new material factor, mistake or inaccuracy in relation to the information contained in this Announcement having arisen such that the Company is or may be required to issue a notification pursuant to Rule 11 of the AIM Rules or is otherwise required to make the statements in this Announcement not misleading in any material respect;
- any matter which is or is reasonably likely to be material in the context of any assumption or other matter relevant to any forecast or statement about the prospects of the Company in this Announcement; or
- any matter which indicates that a significant change or new matter in respect of the Company has or might have occurred before Admission;
- the Placing Agreement not having been terminated by the Bookrunner; and
- admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of Part 1 the AIM Rules not later than 8.00 a.m. on 18 March 2024 or such later date as may be agreed in writing between the Company and Tennyson, but in any event not later than 8.00 a.m. on the Long Stop Date.
Tennyson may, at their discretion and upon such terms as they think fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place by the Long Stop Date may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Right to terminate the Placing Agreement
The Bookrunner is entitled to cease to participate in the Placing by giving notice to the Company in certain circumstances, including, inter alia, if before Admission:
- it shall have come to the notice of the Company or the Bookrunner that:
- any statement contained in the Issue Documents (as defined in the Placing Agreement) is or has become untrue, incorrect or misleading, or there shall have occurred any significant new factor causing any of the foregoing to be untrue, incorrect or misleading;
- the Company has failed to comply with its obligations under FSMA, MAR, the Companies Act 2006, the AIM Rules for Companies or the Prospectus Regulation Rules;
- there has been a breach of any of the Warranties or other obligations of the Company under the Placing Agreement;
- there has been an event or matter on or after the date of the Placing Agreement and before Admission which if it had occurred or arisen at an earlier date would have rendered any of the Warranties untrue or incorrect,
and, such event would, in the opinion of the Bookrunner, have a materially adverse effect on the Placing;
- any event or omission has occurred which in the opinion of the Bookrunner is or might reasonably be expected to be materially adverse to the financial position or business or prospects of the Company or the Placing;
- any change in national or international, financial, monetary, economic, political or stock market conditions (including any suspension or material limitation in the trading of securities generally on the London Stock Exchange's market for listed securities or in commercial banking, securities settlement or clearance services in the United Kingdom) has occurred which in the opinion of the Bookrunner is or might reasonably be expected to be materially adverse to the Company or to the Placing;
- any incident of terrorism has occurred which in the opinion of the Bookrunner is or might reasonably be expected to be materially adverse to the Company or the Placing or the outbreak of hostilities involving the United Kingdom or the declaration by the United Kingdom of a national emergency or war; or
- an escalation in the United Kingdom's response to any epidemic and/or pandemic which, in the reasonable opinion of the Bookrunner, makes it impractical or inadvisable to continue with the Placing.
If the Placing Agreement is terminated prior to Admission then the Placing will not occur.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and that the Bookrunner need not make any reference to Placees in this regard and that neither the Bookrunner nor any of their Affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
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 an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information") or has published via a Regulatory Information Service ("Publicly Available Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information and/or Publicly Available Information), representation, warranty or statement made by or on behalf of the Company or the Bookrunner or any other person and the Bookrunner, 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 Bookrunner, 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 Bookrunner are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
It is expected that settlement of the Placing Shares will be on 15 March 2024 unless otherwise notified by the Placing Parties and Admission is expected to occur by 18 March 2024 or such later time as may be agreed between the Company and Tennyson, not being later than the Long Stop Date.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic confirmation in accordance with the standing arrangements in place with the Bookrunner stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunner or its sub-agent and settlement instructions. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Bookrunner. It is expected that such contract note or electronic confirmation will be despatched on or around 27 February 2024 and that this will be the trade date.
The Company will deliver the Placing Shares to a CREST account operated by the Bookrunner (as appropriate) or their respective sub-agent, in each case, as agent for and on behalf of the Company and will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment. It is expected that settlement will be on 15 March 2024 in accordance with the instructions set out in the contract note.
Representations, Warranties and Further Terms
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 Bookrunner (in their capacity as placing agent of the Company) and the Company:
- that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements, undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
- that the shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent published balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
- that the exercise by the Bookrunner of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and the Bookrunner need not 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 the Bookrunner 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;
- that these terms and conditions represent the whole and only agreement between it, the Bookrunner 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, the Exchange Information and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that none of the Company, the Bookrunner nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
- that neither it nor, as the case may be, its clients expect the Bookrunner 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 Bookrunner is not acting for it or its clients, and that the Bookrunner will not be responsible for providing the protections afforded to customers of the Bookrunner or for providing advice in respect of the transactions described herein;
- that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of the Bookrunner nor the Company nor any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company or any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
- that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
- that none of the Bookrunner nor the Company nor any of their respective Affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
- that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulations;
- that it and the person(s), if any, for whose account or benefit it is subscribing for Placing Shares is, and at the time it subscribes for the Placing Shares will be either (a) outside the United States of America and acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S; or (b) if in the United States of America, a qualified institutional buyer within the meaning of Rule 144A under the Securities Act and will have duly executed an investor letter in a form provided to it;
- that, in relation to any Placee located in Hong Kong, it is a professional investor as defined under the Securities and Futures Ordinance (Cap. 571);
- that it is not a national or resident of Canada, Australia, New Zealand, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, New Zealand, 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, New Zealand, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, New Zealand, 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, New Zealand, the Republic South Africa or Japan;
- that time shall be of the essence as regards its obligations pursuant to this Appendix;
- that, in relation to any Placees located in Switzerland, it is a professional investor as defined under FINSA;
- that, in relation to any Placee located in Israel, it is a person who is listed in the first schedule of the Israeli Securities Law - 1968;
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