Canaccord Genuity Limited ("Canaccord") is acting as sole bookrunner (the "Bookrunner") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") and Panmure Liberum Limited ("Panmure Liberum") are acting as joint co-managers (the "Co-Managers" and together with the Bookrunner, the "Managers"). Bacchus Capital is acting as Financial Adviser in connection with the Placing.
The Ordinary Shares will be placed at the fixed price of £5.64 per Placing Share (as defined below) (the "Placing Price"). The final number of Ordinary Shares placed (the "Placing Shares") will be determined following the close of the Bookbuild. The Company and the Bookrunner reserve the right to adjust the gross proceeds to be raised under the Placing. The Placing is being conducted utilising the authorities to allot Ordinary Shares in the Company on a non-pre-emptive basis granted at the annual general meeting of the Company held on 4 September 2025.
Highlights of the Placing
- Intention to conduct a non-pre-emptive placing to raise gross proceeds of approximately US$125 million (equivalent to approximately £92.5 million) at a price of £5.64 per Placing Share, being the closing mid-market price on 22 September 2025.
- The proceeds of the Placing will be used:
- to fund the purchase of approximately 1.33 million pounds ("lbs") of physical uranium ("U3O8"), fully utilising the Company's purchase option for calendar year 2025 under the Company's agreement with JSC National Atomic Company Kazatomprom ("Kazatomprom") (the "Kazatomprom Framework Agreement") at a price of US$75.08/lb (which is the average of the weekly TradeTech and UxC spot prices as reported on 12 September 2025 and 15 September 2025, respectively); and
- to pay certain costs associated with the Placing and for working capital and general corporate purposes.
- Implied Pro Forma Net Asset Value at the proposed U3O8 purchase price is £1,214.3 million, equivalent to £5.60 per Ordinary Share.
- Implied Net Asset Value at the U3O8 price as at 23 September 2025 of US$80.80/lb is £1,306.1 million, equivalent to £6.02 per Ordinary Share.
- The U3O8 being purchased in this transaction represents material allocated under Yellow Cake's 2025 purchase option with Kazatomprom. Delivery of the material purchased pursuant to the 2025 Kazatomprom option is anticipated in 2026.
- The Kazatomprom offer price of US$75.08/lb represents a 7.1% discount to the current spot price of US$80.80/lb (as at 23 September 2025).
- The Company believes that the current level of the uranium price offers a compelling buying opportunity:
- Security of supply continues to be a significant driving force in the nuclear industry, with persistent political strategic considerations balancing on an East / West divide, evidenced by the USA's recent comments about the need to boost its strategic uranium reserve. These supply concerns are underscored by a potentially widening supply / demand gap: developers and producers continue to face operational challenges in meeting or maintaining production targets. At the same time, significant new demand is taking shape in the form of hyperscalers and demand is coming from the rapidly growing sector of data centres.
- Recently, three high profile long-term power deals have been signed in the USA: (i) Amazon Web Services agreement to take all 1,920 MWe from the Susquehanna nuclear plant from 2032 - 2042; (ii) Microsoft agreed a 20 year purchase agreement to re-open the Three Mile Island 1 reactor; and (iii) Meta signed a 20 year purchase agreement for up to 1,121 MWe from the Clinton nuclear power plant.
Andre Liebenberg, Chief Executive Office of Yellow Cake, commented:
"We remain confident in the uranium market's long-term potential and see now as the right moment to fully exercise our 2025 option with Kazatomprom. Secured prior to our 2018 IPO, this agreement allows Yellow Cake to acquire up to US$100 million of uranium annually through to 2027 at a fixed price, providing a key strategic advantage in today's tightening market. By raising equity now, we aim to significantly bolster our uranium holdings, aligning with our core strategy of delivering value to our shareholders through direct exposure to physical uranium. The themes we have set out to our shareholders over the past six months remain very much in place. The supply-demand imbalance continues to intensify, driven by global nuclear energy expansion, persistent production constraints, escalating input costs, and increasing demand for secure supply, all of which reinforce the compelling investment case for Yellow Cake."
Background to the Placing
Corporate Background:
Yellow Cake is a specialist company operating in the uranium sector with a view to holding physical uranium for the long-term.
Yellow Cake was founded on the fundamental premise that uranium, as a commodity, is structurally mispriced and that the incentive price required for new mines to be developed and constructed is higher than the current spot price. This misalignment in pricing has resulted, and is continuing to result, in a lack of investment in new uranium supply which may potentially result in a looming supply gap, as demand for nuclear power as a low-carbon baseload source continues to increase against a flat or declining uranium supply. 2025 saw increasing focus on nuclear as a low-carbon baseload power source, with governments seeking to reduce their reliance on both coal and Russian fuels.
Yellow Cake is differentiated from its peers by the ten-year Kazatomprom Framework Agreement for the supply of U3O8 with Kazatomprom, the world's largest uranium producer. Under the Kazatomprom Framework Agreement, Yellow Cake has the option to purchase up to US$100 million of U3O8 each year for a period of nine years, starting from the Company's IPO in 2018. In 2021, Yellow Cake raised a total of US$375.1 million and inclusive of fully exercising its option under the Kazatomprom Framework Agreement, acquired a total of 8.35 million lb of U3O8. In February 2023, Yellow Cake raised approximately US$75 million and via partially exercising its 2022 option under the Kazatomprom Framework Agreement, acquired a total of 1.35 million lb of U3O8. Later that year, in September 2023, Yellow Cake raised a further US$125 million to purchase 1.5 million lb of U3O8, fully utilising its option under the Kazatomprom Framework Agreement. The U3O8 being purchased in this proposed transaction represents material allocated under Yellow Cake's 2025 option with Kazatomprom. The Company continues to believe that the structural misalignment of supply and demand in the uranium market points to uranium prices increasing from present levels.
Yellow Cake currently holds 21.68 million lb of U3O8. All of this material is held in storage in Canada and France. Delivery of the material purchased pursuant to the 2025 Kazatomprom option is anticipated in 2026.
At the annual general meeting held on 4 September 2025, the Company received shareholder approval to issue an aggregate of up to 46,685,645 shares to raise proceeds to exercise its option under the Kazatomprom Framework Agreement to purchase up to US$100 million of U3O8 in the relevant calendar year, to make purchases of uranium should it be able to identify value accretive purchase opportunities and for general corporate purposes.
On 17 September 2025, a purchase price for U3O8 of US$75.08/lb was offered to the Company by Kazatomprom (using market indicators) for the 2025 option to purchase U3O8 under the terms and conditions of the Kazatomprom Framework Agreement (the "Kazatomprom Purchase"). The Company has until 1 October 2025 to fund the purchase. The price of US$75.08/lb represents a 7.1% discount to the current spot price of US$80.80/lb (as at 23 September 2025).
Use of Proceeds
The Company intends to use the proceeds of the Placing primarily for the Kazatomprom Purchase. In addition, the Company will retain sufficient proceeds of the Placing to pay certain costs associated with the Placing, for working capital and general corporate purposes.
URC Option
In connection with the Subscription Agreement entered into at the time of the Company's IPO, the Company has granted Uranium Royalty Corporation ("URC") an option to acquire between US$2.5 million and US$10 million worth of U3O8 per year in each of the nine calendar years commencing on 1 January 2019, up to a maximum aggregate amount over such nine year period of US$31.25 million worth of U3O8. The price to be paid by URC in the event it exercises its option would be the same price as that which would be payable if the Company were to exercise its rights under the Kazatomprom Framework Agreement to acquire the relevant quantity of U3O8 from Kazatomprom at the relevant time. If URC exercises its option during 2025, the Company may choose to purchase the U3O8 to be delivered to URC pursuant to the option or may deliver it from its own holdings. The price at which URC is entitled to purchase the relevant U3O8 under the option may differ from the price paid by the Company.
Details of the Placing
Canaccord will commence the Bookbuild in respect of the Placing with immediate effect.
The Placing is subject to the terms and conditions set out in the appendix to this Announcement (the "Appendix").
The final number of Placing Shares to be issued will be determined following the close of the Bookbuild. The Placing Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing issued ordinary shares of the Company.
The timing of the close of the Bookbuild as well as allocation of the Placing Shares are at the discretion of the Bookrunner and the Company. The results of the Placing will be announced as soon as practicable following the close of the Bookbuild.
The Appendix to this announcement (which forms part of this announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
The Company has shareholder authority to issue up to 46,685,645 Placing Shares in aggregate under the Placing.
Net Asset Value Update
Yellow Cake's estimated net asset value on 23 September 2025 was £6.02 per share or US$1,765.4 million, consisting of 21.68 million lb of U3O8, valued at a spot price of US$80.80/lb[1] and cash and other current assets and liabilities of US$13.5 million.[2]
| Yellow Cake Estimated Net Asset Value as at 23 September 2025 | |
|
| | Units |
|
|
| Investment in Uranium |
|
|
|
|
| Uranium oxide in concentrates ("U3O8") | (A) | lb | 21,682,301 |
|
| U3O8 fair value per pound (1) | (B) | US$/lb | 80.80 |
|
| U3O8 fair value | (A) x (B) = (C) | US$ m | 1,751.9 |
|
|
|
|
|
|
|
| Cash and other net current assets/(liabilities) (2) | (D) | US$ m | 13.5 |
|
| Net asset value in US$ m | (C) + (D) = (E) | US$ m | 1,765.4 |
|
|
|
|
|
|
|
| Exchange Rate ([3]) | (F) | USD/GBP | 1.3517 |
|
| Net asset value in £ m | (E) / (F) = (G) | £ m | 1,306.1 |
|
| Number of shares in issue less shares held in treasury ([4]) | (H) |
| 216,856,447 |
|
|
|
|
|
|
|
| Net asset value per share | (G) / (H) | £/share | 6.02 |
|
At a spot price of US$75.08/lb, the price at which Kazatomprom offered to sell up to US$100 million of uranium to the Company under the terms of the Kazatomprom Framework Agreement, Yellow Cake's estimated net asset value on 23 September 2025 was £5.60 per share or US$1,641.4 million, based on 21.68 million lb of U3O8 and cash and other current assets and liabilities of US$13.5 million.2
| Yellow Cake Estimated Net Asset Value as at 23 September 2025 at the Kazatomprom exercise price | |
|
| | Units |
|
|
| Investment in Uranium |
|
|
|
|
| Uranium oxide in concentrates ("U3O8") | (A) | Lb | 21,682,301 |
|
| U3O8 fair value per pound (1) | (B) | US$/lb | 75.08 |
|
| U3O8 fair value | (A) x (B) = (C) | US$ m | 1,627.9 |
|
|
|
|
|
|
|
| Cash and other net current assets/(liabilities) (2) | (D) | US$ m | 13.5 |
|
| Net asset value in US$ m | (C) + (D) = (E) | US$ m | 1,641.4 |
|
|
|
|
|
|
|
| Exchange Rate (3) | (F) | USD/GBP | 1.3517 |
|
| Net asset value in £ m | (E) / (F) = (G) | £ m | 1,214.3 |
|
| Number of shares in issue less shares held in treasury(4) | (H) |
| 216,856,447 |
|
|
|
|
|
|
|
| Net asset value per share | (G) / (H) | £/share | 5.60 | |
ENQUIRIES:
Yellow Cake plc |
|
Andre Liebenberg, CEO | Carole Whittall, CFO |
Tel: +44 (0) 153 488 5200 |
|
|
|
Sole Bookrunner, Nominated Adviser and Joint Broker: Canaccord Genuity Limited |
James Asensio | Henry Fitzgerald-O'Connor |
Charlie Hammond |
|
Tel: +44 (0) 207 523 8000 |
|
|
|
Joint Co-Manager and Joint Broker: Berenberg |
Matthew Armitt | Jennifer Lee |
Detlir Elezi |
|
Tel: +44 (0) 203 207 7800 |
|
|
|
Joint Co-Manager: Panmure Liberum |
Scott Mathieson | Amrit Mahbubani |
Gaya Bhatt |
|
Tel: +44 (0) 203 100 2000 |
|
|
|
|
|
Communications Adviser: Sodali & Co |
|
Peter Ogden | Jade Sampayo |
Tel: +44 (0) 7793 858 211 |
|
|
|
|
|
ABOUT YELLOW CAKE
Yellow Cake is a London-quoted company, headquartered in Jersey, which offers exposure to the uranium spot price. This is achieved through its strategy of buying and holding physical triuranium octoxide ("U3O8"). It may also seek to add value through other uranium-related activities. Yellow Cake and its wholly owned subsidiary (the "Group") seek to generate returns for shareholders through the appreciation of the value of its holding of U3O8 and its other uranium-related activities in a rising uranium price environment. The business is differentiated from its peers by its ten-year Framework Agreement for the supply of U3O8 with Kazatomprom, the world's largest uranium producer. The Group currently holds 21.68 million pounds of U3O8, all of which is held in storage in Canada and France.
Yellow Cake plc's registered office is located at: 3rd Floor, Gaspé House, 66-72 The Esplanade, St Helier, Jersey JE1 2LH. Further information on the Company, its directors and management, share capital and financial information in respect of the Company and its dealings may be found on its website (https://www.yellowcakeplc.com/) and in its annual report for the year ending 31 March 2025 (https://www.yellowcakeplc.com/wp-content/uploads/2025/07/Yellow-Cake-IAR_2025_v9a.pdf).
Canaccord, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and is acting exclusively for the Company as bookrunner and no-one else in connection with the Placing and the matters referred to in this Announcement, and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.
Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority, and in the UK, authorised and regulated by the FCA, firm reference number 959302, is acting exclusively for the Company as co-manager in connection with the Placing and the matters referred to in this Announcement. Berenberg will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.
Panmure Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as co-manager and no-one else in connection with the Placing and the matters referred to in this Announcement, and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below. The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, confirmations, acknowledgements and undertakings contained in the Appendix.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, Singapore, South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction or to any persons in any of those jurisdictions. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Canada, Australia, Hong Kong, Singapore, South Africa or Japan or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.
The Placing Shares referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, (the "U.S. Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly in, into or within the United States absent registration under the U.S. Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the shares referred to in this Announcement is being made in the United States.
The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
The Placing Shares are being offered and sold by the Company (i) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act and (ii) to a limited number of "qualified institutional buyers" (as such term is used in Rule 144A under the Securities Act) in the United States in non-public transactions in reliance on Section 4(a)(2) of the Securities Act.
The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940 and investors will not be entitled to the benefits of that Act. All offers of Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") in relevant member states of the European Economic Area ("EEA") and under the Prospectus Regulation, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply. Members of the public are not eligible to take part in the Placing.
This announcement is being distributed only to, and is directed only at: (a) if in the United Kingdom, persons who are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation who (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); (b) if in the EEA, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (c) persons to whom it may otherwise be lawfully communicated, (all such persons together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons in the United Kingdom and in any member state of the EEA. Any investment or investment activity to which this announcement relates is available only to Relevant Persons in the United Kingdom and in any member state of the EEA, and will be engaged in only with such persons.
Note to Investors in Canada
The offering of Placing Shares in Canada or to persons subject to Canadian securities laws is being made only to investors that are purchasing as principal and that qualify as both an "accredited investor" as such term is defined in Section 1.1 of National Instrument 45-106 Prospectus Exemptions or, if resident in Ontario, subsection 73.3(1) of the Securities Act (Ontario), and as a 'permitted client' as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations (such person, a "Canadian Purchaser"). This Announcement, including the Appendix, is being delivered solely, and for the confidential use of only the Canadian Purchasers identified by the Bookrunner to evaluate an investment in the Placing Shares. The information contained within this Announcement does not constitute an offer in Canada to any other person, or a general offer to the public, or a general solicitation from the public, to subscribe for or purchase the Placing Shares. The distribution of this Announcement and the offer and sale of Placing Shares in certain of the Canadian provinces may be restricted by law. Persons into whose possession this Announcement comes must inform themselves about and observe any such restrictions.
Any distribution made in Canada will be made in reliance upon an exemption from the prospectus requirement of applicable Canadian securities laws. Accordingly, placees do not receive the benefits associated with a subscription for securities issued pursuant to a prospectus, including the review of offering materials by any securities regulatory authority. No securities commission or similar securities regulatory authority in Canada has reviewed or in any way passed upon this Announcement or the merits of the Placing Shares and any representation to the contrary is an offence under the applicable Canadian securities laws. Moreover, the Placing Shares will be subject to resale restrictions in accordance with National Instrument 45-102 - Prospectus Exempt Distributions and, because the Company is not a reporting issuer in any province or territory of Canada, such resale restrictions may never expire, and if no further statutory exemption may be relied upon and if no discretionary order is obtained, the resale restrictions could result in the Canadian Purchaser having to hold the Placing Shares for an indefinite period of time.
Notice to Investors in Australia
This Announcement is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (Cth) (the ''Corporations Act'') or any other Australian law and is not required to, and does not, contain all the information which would be required in a disclosure document under Australian law. This Announcement has not been and will not be lodged or registered with the Australian Securities and Investments Commission or any other regulator in Australia.
In Australia, the Placing Shares may be sold only to sophisticated investors or professional investors as those terms are defined in sub-sections 708(8) and 708(11) of the Corporations Act. The Placing Shares must not be offered for sale in Australia in the period of 12 months after their respective dates of issue, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 or 708A of the Corporations Act or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Placing Shares must observe such Australian on-sale restrictions.
Notice to Investors in Hong Kong
This Announcement has not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Placing. If you are in any doubt about any of the contents of this Announcement, you should obtain independent professional advice.
The Placing Shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to ''professional investors'', as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in this Announcement being a ''prospectus'' as defined in the Companies (Winding Up and Miscellaneous Provision) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance, and no advertisement, invitation or document relating to the Placing Shares, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong has been or will be issued or may be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere (except if permitted to do so under the securities laws of Hong Kong), other than with respect to the Placing Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to ''professional investors'' as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.
Notice to Investors in Singapore
This Announcement has not been registered and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Placing Shares may not be circulated or distributed, nor may the Placing Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore (the "SFA") pursuant to Section 274 of the SFA; or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA. There are on-sale restrictions in Singapore that may be applicable to investors who acquire the Placing Shares. As such, investors are advised to consider carefully whether the investment is suitable for them and seek independent professional advice to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. As of the date of this Announcement, the Company has not determined the classification of the Placing Shares under Sections 309B(1)(a) and 309B(1)(c) of the SFA. Accordingly, and pursuant to Regulations 2 and 3 of the Securities and Futures (Capital Markets Products) Regulations 2018 (the "SF(CMP)R"), the Placing Shares may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this Announcement or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Placing Shares be circulated or distributed, whether directly or indirectly: (i) to any person in Singapore other than to an institutional investor, an expert investor or an accredited investor (each as defined under Section 4A of the SFA) or any other person that is not an individual in accordance with the conditions specified in the SFA and the SF(CMP)R; or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Cautionary statements
This Announcement may contain, and the Company may make, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
No statement in this Announcement is intended to be a profit forecast. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Bookrunner. The Placing Shares will not be admitted to trading on any stock exchange other than AIM.
Investing in the Placing Shares involves a substantial degree of risk. In making an investment decision, investors must perform their own investigation and analysis of the Company and the terms of the Placing, including the merits and risks involved. Prospective purchasers should not construe anything in this Announcement as legal, business or tax advice. Each prospective purchaser should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the Placing Shares under applicable legal investment or similar laws or regulations.
Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product 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 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 retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels to professional clients and eligible counterparties (the "Target Market Assessment").
Notwithstanding the Target Market Assessment for the Placing Shares, 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 offering of the Placing Shares. 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.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the UK Product Governance Requirements; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Source
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