Admission Document Is Important and Requires Your Immediate Attention
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THIS ADMISSION DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or what action you should take you are recommended to seek your own financial advice immediately from your stockbroker, solicitor, accountant or other independent adviser authorised under FSMA, who specialises in advising on the acquisition of shares and other securities, if you are in the United Kingdom, or any appropriately authorised person under applicable laws, if you are located in any other jurisdiction. This Document, which is an admission document prepared in accordance with the AIM Rules for Companies, has been issued in connection with the application for Admission. This Document does not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA or the Prospectus Rules published by the FCA (as amended) and accordingly contains no offer of transferable securities to the public within the meaning of sections 85 and 102B of FSMA, or otherwise, and is not a prospectus as defined in the AIM Rules. This Document does not constitute a prospectus for these purposes and has not been pre-approved by the UKLA pursuant to section 85 of FSMA. A copy of this Document has been filed with the London Stock Exchange as an admission document in respect of the Ordinary Shares of the Company but has not been filed with the Registrar of Companies for England and Wales. PROSPECTIVE INVESTORS SHOULD READ THE WHOLE TEXT OF THIS DOCUMENT AND SHOULD BE AWARE THAT AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS ARE ADVISED TO READ IN PARTICULAR, PART I ‘‘INFORMATION ON THE COMPANY AND THE PLACING’’ AND THE RISK FACTORS SET OUT IN PART III OF THIS DOCUMENT. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UKLA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this Document. Yellow Cake plc (Incorporated in Jersey with registered number 125612) Placing and Subscription of 76,166,630 new Ordinary Shares and Admission of the Enlarged Share Capital to trading on AIM Nominated Adviser & Joint Bookrunner Joint Bookrunner Numis Securities Limited Joh. Berenberg, Gossler & Co. KG Selling Agent Selling Agent Olivetree Financial Limited Scott Harris UK Limited IPO Adviser Bacchus Capital Advisers Limited PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMODITY FUTURES TRADING COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS OFFERING OR ANY OFFERING MEMORANDUM FOR THIS POOL. Application has been made for the Enlarged Share Capital to be admitted to trading on AIM, a market operated by London Stock Exchange plc. The Placing and the Subscription are conditional, inter alia, on Admission taking place by 8:00 a.m. on 5 July 2018 (or such later date as the Company, Numis and Berenberg may agree, being not later than 3:00 p.m. on 16 July 2018). The New Ordinary Shares will, upon Admission, rank pari passu in all respects including, without limitation, in relation to all dividends and other distributions declared paid or made in respect of the Ordinary Shares after Admission. No application is being made for the Enlarged Share Capital to be admitted to the Official List of the UKLA or to any other recognised investment exchange other than AIM. It is expected that Admission will become effective and that dealings will commence in the Ordinary Shares on 5 July 2018. The Company (whose registered office appears on page 2 of this Document) and the Directors (whose names appear on page 2 of this Document) accept responsibility, both individually and collectively, for the information contained in this Document, including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Directors and the Company, who have taken all reasonable care to ensure that such is the case, the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information. In connection with this Document no person is authorised to give any information or make any representations other than as contained in this Document and, if given or made, such information or representation must not be relied upon as having been so authorised. The information contained in this Document is as of the date hereof (unless specified to be by reference to an earlier date, in which case such information is as of such earlier date). The delivery of this Document or any subscriptions or purchases made hereunder and at any time subsequent to the date of this Document shall not, under any circumstances, create an impression that there has been no change in the affairs of the Company since the date of this Document or that the information in this Document is correct. This Document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any jurisdiction in which such offer or solicitation is unlawful. In particular, this Document is not for distribution in or into New Zealand, Japan or any other jurisdiction in which such distribution would be unlawful. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) nor under the securities laws of any state or other jurisdiction of the United States or any securities laws of any province or territory of Canada (where the Ordinary Shares will be issued pursuant to an exemption from the prospectus requirement), New Zealand, Australia, South Africa, Singapore or Japan nor in any country, territory or possession where to offer them without doing do so may contravene local securities laws or regulations. Accordingly, the Ordinary Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, in the United States, Canada, New Zealand, Australia, South Africa, Singapore or Japan or to, or for the account or benefit of, any person in, or any national, citizen or resident of the United States of America, Canada, New Zealand, Australia, South Africa, Singapore or Japan. The distribution of this Document outside the United Kingdom may be restricted by law and therefore persons outside the United Kingdom into whose possession this Document comes should inform themselves about and observe any restrictions as to the Placing, the Ordinary Shares or the distribution of this Document. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission (the ‘‘SEC’’), any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this Document. Any representation to the contrary is a criminal offence in the United States. The Ordinary Shares may be offered or sold, directly or indirectly, within, into or in the United States only to QIBs, in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act or another exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction. The Ordinary Shares are being offered outside the United States in offshore transactions within the meaning of and in accordance with Regulation S under the Securities Act. There will be no public offer of the Ordinary Shares in the United States or any other jurisdiction. Investors are hereby notified that sellers of the Ordinary Shares in the United States may be relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Company is not and does not intend to become an ‘‘investment company’’ within the meaning of the US Investment Company Act of 1940, as ii amended (the ‘‘US Investment Company Act’’). Accordingly, the Company is not and will not be registered under the US Investment Company Act and Investors will not be entitled to the benefits of the US Investment Company Act. This Document is being distributed only to, and is directed only at, persons who (A) in the United Kingdom have professional experience in matters relating to investments who fall within the definition of ‘‘investment professionals’’ in Article