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Contango Holdings Plc (11) 5.1.2 (Incorporated in England and Wales with Registered No

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Contango Holdings Plc (11) 5.1.2 (Incorporated in England and Wales with Registered No THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action Rule 24.3(d) (i) you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 (as amended) (“FSMA”). This Document comprises a prospectus relating to the Company prepared in accordance with the Prospectus Regulation Rules made under section 73A of FSMA and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with the Prospectus Regulation Rules. The Acquisition (as defined herein) is classified as a reverse takeover under the Listing Rules and, in accordance with the Listing Rules, the UK Listing Authority is expected to cancel the Existing Ordinary Shares at 8.00 a.m. on 18 June 2020. Applications will be made to the FCA for the Existing Ordinary Shares to be readmitted, and for the New Ordinary Shares to be admitted, to the Official List (by way of a Standard Listing) and to the London Stock Exchange, for such Existing Ordinary Shares to be readmitted and New Ordinary Shares to be admitted to trading, and for dealings to commence, on the London Stock Exchange’s Main Market for listed securities. It is expected that Readmission will become effective at 8.00 a.m. on 18 June 2020. When admitted to trading the Existing Ordinary Shares and the New Ordinary Shares will (11) 6.1 have an ISIN of GB00BF0F5X78. THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN (PR Art 7) 5 TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE ORDINARY SHARES AS SET OUT IN THE SECTION ENTITLED ‘RISK FACTORS’ BEGINNING ON PAGE 12 OF THIS DOCUMENT. The Directors and the Proposed Directors, whose names appear on page 26, and the Company accept responsibility for the information contained in this Document S.4 (h) / Rule 19.2 (including any expression of opinion). To the best of the knowledge of the Directors, the Proposed Directors and the Company the information contained in this Document (11) (1) 1.1 is in accordance with the facts and contains no omission likely to affect the import of the information. (11) (1) 1.2 Certain information in relation to the Company has been incorporated by reference into this Document. You should refer to the part of this Document headed ‘Relevant Documentation and Incorporation by Reference’ which can be found on page 24 of this Document. (11) 5.1.1 Contango Holdings plc (11) 5.1.2 (Incorporated in England and Wales with Registered No. 10186111) Readmission of 42,949,987 Ordinary Shares of £0.01 each LR 2.2.1(1) and Admission of 128,849,961 Consideration Shares of £0.01 each at a price of £0.05 per Consideration Share and Cash Placing of 28,000,000 Ordinary Shares of £0.01 each at a placing price of £0.05 per Ordinary Share and Issue of 3,333,330 Ordinary Shares of £0.01 each at a price of £0.0375 per Ordinary Share in lieu of completion bonus, to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange’s Main Market for listed securities, and Approval of waiver of Rule 9 of the City Code on Takeovers and Mergers, and Notice of General Meeting Financial Adviser & Broker Independent Financial Adviser BRANDON HILL CAPITAL LIMITED SHARD CAPITAL PARTNERS LLP Brandon Hill Capital, which is authorised and regulated by the FCA in the conduct of investment business, is acting exclusively for the Company and for no-one else in S.4 (a)/ Rule 3 connection with the Placing and Readmission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Brandon (1) 1.1 Hill Capital or for providing advice in relation to the contents of this Document or any matter referred to in it. Brandon Hill Capital is not making any representation, express or implied, as to the contents of this Document, for which the Company, the Directors and the Proposed Directors are solely responsible. Without limiting the statutory rights of any person to whom this Document is issued, no liability whatsoever is accepted by Brandon Hill Capital for the accuracy of any information or opinions contained in this Document or for any omission of information, for which the Company and the Directors are solely responsible. The information contained in this Document has been prepared solely for the purpose of the Placing and Readmission and is not intended to be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them. The New Ordinary Shares will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company and will rank pari passu in all other respects with all Existing Ordinary Shares in issue on Readmission. This Document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer or invitation to buy or subscribe for, Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The Ordinary Shares have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States or under Note on applicable securities laws of Australia, Canada, the Republic of South Africa or Japan (or their respective territories). Subject to certain exceptions, the Ordinary Shares may Rule 30.4 not be offered, sold, resold, transferred or distributed directly or indirectly, within, into or in the United States or to or for the account or benefit of persons in the United States, Australia, Canada, the Republic of South Africa, Japan (or their respective territories) or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. This Document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly within, into or in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. There will be no public offer in the United States. The Company has not been and will not be registered under the United States Investment Company Act pursuant to the exemption provided by Section 3(c)(7) thereof, and investors will not be entitled to the benefits of that Act. The distribution of this Document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possessions this Note on Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities Rule 30.4 laws of any such jurisdiction. None of the Ordinary Shares have been approved or disapproved by the SEC, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon or endorsed the merit of the offer of the Ordinary Shares or the accuracy or the adequacy of this Document. Any representation to the contrary is a criminal offence in the United States. Application will be made for the Existing Ordinary Shares to be readmitted and the New Ordinary Shares to be admitted to a Standard Listing on the Official List. A Standard Listing will afford investors in the Company a lower level of regulatory protection than that afforded to investors in companies with Premium Listings on the Official List, which are subject to additional obligations under the Listing Rules. It should be noted that the FCA will not have authority to (and will not) monitor the Company’s compliance with any of the Listing Rules which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company to so comply. This Document is dated 20 May 2020 The Directors and the Proposed Directors, whose names appear on page 26, and the Company accept responsibility for Rule 24.3(d)(ii) the information contained in this Document (including any expressions of opinion). To the best of the knowledge of (1) 1.2 the Directors, the Proposed Directors and the Company (who have taken all reasonable care to ensure that such is the (11) 1.2 case) the information contained in this Document is in accordance with the facts and contains no omission likely to affect the import of the information. NOTICE TO INVESTORS The distribution of this Document and the Placing and Readmission may be restricted by law in certain jurisdictions and therefore persons into whose possession this Document comes should inform themselves about and observe any restrictions, including those set out below.
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