HELIUM ONE GLOBAL LTD (Incorporated and Registered in the British Virgin Islands Under the BVI Business Companies Act with Registered Number 1888591)
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or the action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000, as amended if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser. The Company and the Directors whose names appear on page 7 of this document accept individual and collective responsibility 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 Company and the Directors (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. Application has been made for the Enlarged Share Capital to be admitted to trading on the London Stock Exchange’s AIM market. It is expected that trading in the Ordinary Shares will commence on AIM on 4 December 2020. 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 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. This document constitutes an admission document drawn up in accordance with the AIM Rules for Companies and has been issued in connection with the application for admission to trading of the Enlarged Issued Share Capital of the Company. This document does not contain an offer of transferable securities to the public in the United Kingdom within the meaning of section 102B of FSMA and is not required to be issued as, nor is it, a prospectus for the purpose of the Prospectus Regulation Rules. Accordingly, this document has not been prepared in accordance with the Prospectus Regulation Rules and has not been approved by, or filed with, the FCA pursuant to section 85 of FSMA or any other authority which would be a competent authority for the purpose of the Prospectus Regulation. This document does not constitute a financial promotion and has not been approved for issue as such in the United Kingdom for the purposes for Section 21 of FSMA. The whole of this document should be read. Your attention is particularly drawn to the Risk Factors set out in Part II of this document. All statements regarding the Company’s business, financial position and prospects should be viewed in light of these Risk Factors. HELIUM ONE GLOBAL LTD (Incorporated and registered in the British Virgin Islands under the BVI Business Companies Act with registered number 1888591) Placing and Subscription of 211,267,597 new Ordinary Shares of no par value at 2.84 pence Amalgamation by way of merger with Attis Oil & Gas Limited Admission to trading on AIM Nominated Adviser Joint Broker Joint Broker Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company. Its responsibilities as the Company’s nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or Proposed Director or to any other person in respect of his decision to subscribe for or acquire shares in the Company in reliance on any part of this document. No representation or warranty, expressed or implied, is made by Beaumont Cornish Limited as to any of the contents of this document. Beaumont Cornish Limited will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of this document or for advising them on the contents of this document or any other matter. Any such persons should seek their own independent legal, investment and tax advice as they see fit. Peterhouse Capital Limited (“Peterhouse”) and Pello Capital Limited (“Pello”), firms which are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company as joint brokers in connection with the Placing and Admission, and will not be responsible for any other person for providing the protections afforded to the clients of Peterhouse or Pello or advising any other person in connection with the Placing and Admission. Apart from the responsibilities and liabilities, if any, which may be imposed on Peterhouse or Pello by FSMA or the regulatory regime established under it, Peterhouse and Pello do not accept any responsibility whatsoever for the contents of this document or any part of it. The distribution of this document outside the UK may be restricted by law and therefore any persons outside the UK into whose possession this document comes (including, without limitation, any nominee, custodian or trustee) should inform themselves about and observe any such restrictions as to the Ordinary Shares and the distribution of this document. Any failure to comply with such restrictions may constitute a violation of the securities laws of any jurisdiction outside of the UK. This document does not constitute or form part of an offer to sell, allot or issue or the solicitation of an offer to buy or subscribe for shares in any jurisdiction in which such offer is unlawful. In particular, this document is not for distribution, directly, or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa or the United States or to any national, resident or citizen of Australia, Canada, Japan, New Zealand, the Republic of South Africa or the United States except in compliance with applicable securities laws. The Ordinary Shares have not been and will not be registered under the securities legislation of any state, province or territory of Australia, Canada, Japan, New Zealand, or the Republic of South Africa. Accordingly, the Ordinary Shares may not, subject to certain exceptions, be offered or sold directly or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa or to any national, citizen or resident of Australia, Canada, Japan, New Zealand, or the Republic of South Africa. The Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (“US Securities Act”) or under the securities legislation of any State, District or other jurisdiction of the United States. The Ordinary Shares may not be offered or sold in the United States or to, or for the account or benefit of, US Persons (within the meaning of Regulation S made under the US Securities Act), except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable securities laws of the United States. Neither the United States Securities and Exchange Commission, nor any State or District securities commission or other regulatory authority of the United States has approved or disapproved of the Ordinary Shares or in any way passed on the merits of the Ordinary Shares or the adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The Placing is conditional, inter alia, on Admission taking place by 8.00 a.m. on or around 4 December 2020 (or such later date as the Company, Beaumont Cornish, Peterhouse and Pello may agree, being not later than 31 December 2020). The Placing Shares will, upon Admission, rank pari passu in all respects and will rank in full for all dividends and other distributions declared paid or made in respect of the Ordinary Shares after Admission. It is emphasised that no application is being made for the Ordinary Shares to be admitted to the Official List or to any other recognised investment exchange. Copies of this document will be available for collection, free of charge, from the business address of the Company, Second Floor, 7-9 Swallow Street, London W1B 4DE for one month from the date of this Document. No person has been authorised to give any information or to make any representation about the Company and about the matters the subject of this document other than those contained in this document. If any such information or representation is given or made then it must not be relied upon as having been so authorised. The delivery of this document shall not imply that no change has occurred in the Company’s affairs since the date of issue of this document or that the information in this document is correct as at any time after the date of this document, save as shall be required to be updated by law or regulation. 2 IMPORTANT INFORMATION Investment Considerations In making an investment decision, prospective investors must rely on their own examination, analysis and enquiry of the Group, this Document and the terms of the Admission, including the merits and risks involved. The contents of this Document are not to be construed as advice relating to legal, financial, taxation, investment decisions or any other matter.