Admission Document and Has Been Drawn up in Accordance with the AIM Rules for Companies
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you should seek your own personal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who specialises in advising on the acquisition of shares and other securities and is authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the UK, or, if you are not resident in the UK, from another appropriately authorised independent financial adviser in your own jurisdiction. This document is an AIM admission document and has been drawn up in accordance with the AIM Rules for Companies. This document does not constitute a prospectus within the meaning of section 85 of FSMA, has not been drawn up in accordance with the Prospectus Rules and has not been approved by or filed with the Financial Conduct Authority (“FCA”). This document does not constitute an offer of transferable securities to the public within the meaning of FSMA or otherwise. The Company and the Directors of the Company, whose names appear on page 9 of this document, accept responsibility, collectively and individually, for the information contained in this document, including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge of the Company and the Directors (having taken all reasonable care to ensure 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. Application has been made for the Ordinary Shares to be admitted to trading on AIM, a market operated by the London Stock Exchange plc. It is expected that Admission will become effective and dealings in the Ordinary Shares will commence on 24 February 2017. 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 United Kingdom Listing Authority. 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 plc on Admission in the form set out in Schedule Two of the AIM Rules for Nominated Advisers. The London Stock Exchange plc has not itself examined or approved the contents of this document. The whole of the text of this document should be read. You should be aware than an investment in the Company involves a high degree of risk. Your attention is drawn to the risk factors set out in Part 3 of this document. Saffron Energy Plc (Incorporated and registered in England and Wales with registered number 10472005) Placing of 45,750,000 Ordinary Shares of £0.001 each at 5p per Ordinary Share, Subscription of 4,250,000 Ordinary Shares of £0.001 each at 5p per Ordinary Share and Admission to trading on AIM Grant Thornton UK LLP Turner Pope Investments (TPI) Ltd Nominated Adviser Broker Share capital immediately following Admission 153,720,000 Ordinary Shares of £0.001 each, issued and fully paid Upon Admission, the Ordinary Shares being issued pursuant to the Placing and Subscription will rank pari passu in all respects with the Existing Ordinary Shares of the Company and will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company after Admission. Grant Thornton UK LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Placing, Subscription and Admission. It will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing, Subscription and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Grant Thornton UK LLP or for the Placing, Subscription and Admission or any transaction or arrangement referred to in this document. Grant Thornton UK LLP has not authorised the contents of any part of this document for the purposes of the Prospectus Rules. Grant Thornton UK LLP’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person. No representation or warranty, express or implied, is made by Grant Thornton UK LLP as to, and no liability whatsoever is accepted by Grant Thornton UK LLP in respect of, any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued). Turner Pope Investments (TPI) Ltd, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the Placing, Subscription and Admission. It will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing, Subscription and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Turner Pope Investments (TPI) Ltd or for the Placing, Subscription and Admission or any transaction or arrangement referred to in this document. Turner Pope Investments (TPI) Ltd has not authorised the contents of any part of this document for the purposes of the Prospectus Rules. An investment in the Company involves a significant degree of risk and may not be suitable for all recipients of this document. A prospective investor should consider carefully whether an investment in the Company is suitable for him in the light of his personal circumstances and the financial resources available to him. Your attention is drawn to the section entitled ‘Risk Factors’ in Part 3 of this document. Prospective investors should rely only on the information contained in this document. No person has been authorised to give any information or to make any representations other than as contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by the Company, the Directors, Grant Thornton UK LLP or Turner Pope Investments (TPI) Ltd. Recipients of this document are authorised to use it solely for the purpose of considering the acquisition of Placing Shares and Subscription Shares and may not reproduce or distribute this document or use any information herein for any purpose other than considering an investment in Placing Shares and Subscription Shares. Such recipients of this document agree to the foregoing by accepting delivery of this document. 2 IMPORTANT INFORMATION General This document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful and this document is not for distribution in or into any jurisdiction where action to that purpose is required. The Ordinary Shares have not nor will they be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or with any securities regulatory authority or under the applicable securities laws of any state or other jurisdiction and, unless an exemption under such act or laws is available, may not be offered for sale or subscription or sold or subscribed directly or indirectly within any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations for the account or benefit of any national, resident or citizen of such jurisdictions. The distribution of this document may be restricted by law and therefore persons into whose possession this 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 laws of such jurisdictions. Investors should rely only on the information in this document. No person has been authorised to give any information or to make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors, Grant Thornton or Turner Pope. No representation or warranty, express or implied, is made by Grant Thornton, or Turner Pope or any selling agent as to the accuracy or completeness of such information, and nothing contained in this document is, or shall be relied upon as, a promise or representation by Grant Thornton or Turner Pope or any selling agent as to the past, present or future. Neither the delivery of this document nor any sale made under this document shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company and/or its Subsidiary since the date hereof or that the information contained herein is correct as of any time subsequent to the earlier of the date hereof and any earlier specified date with respect to such information. The Company does not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media or any other person regarding the Placing or Subscription, the Company and/or its Subsidiary.