For the record7 Dec 2018 09:12
AIM Rules
General disclosure of price sensitive information
11. An AIM company must issue notification without delay of any new developments which
are not public knowledge which, if made public, would be likely to lead to a significant
movement in the price of its AIM securities. By way of example, this may include matters
concerning a change in:
— its financial condition;
— its sphere of activity;
— the performance of its business; or
— its expectation of its performance.
31. An AIM company must:
— have in place sufficient procedures, resources and controls to enable it to comply
with these rules;
— seek advice from its nominated adviser regarding its compliance with these rules
whenever appropriate and take that advice into account;
— provide its nominated adviser with any information it reasonably requests or
requires in order for that nominated adviser to carry out its responsibilities under
these rules and the AIM Rules for Nominated Advisers, including any proposed
changes to the board of directors and provision of draft notifications in advance;
— ensure that each of its directors accepts full responsibility, collectively and
individually, for its compliance with these rules; and
— ensure that each director discloses to the AIM company without delay all
information which the AIM company needs in order to comply with rule 17 insofar as
that information is known to the director or could with reasonable diligence be
ascertained by the director.
In the 22nd April 2016 RNS the exclusivity fee was clearly laid out:-
The terms of the exclusivity agreement provide Bushveld with a period of exclusivity for six weeks from 24 March 2016 to 5 May 2016 in which to complete confirmatory due diligence (the "Exclusivity Period"). In consideration for the grant of exclusivity, Bushveld has placed US$500,000 (the "Exclusivity Fee") on deposit with its solicitors which will become payable to Evraz on the expiration of the Exclusivity Period if, by that time, Evraz has executed, but Bushveld has not executed, a sale and purchase agreement (the "SPA") (the form of which has already been agreed between the parties and is appended to the exclusivity agreement). The Exclusivity Fee will be offset against the acquisition consideration upon execution of the SPA by both parties.
The exclusivity agreement also grants Bushveld a right of first refusal with regard to any competing offers received by Evraz during the Exclusivity Period and a for further period of three months. Furthermore, if, during the Exclusivity Period, Evraz gives effect to an equity investment in SMC, the disposal of its interests in SMC or the disposal of any of the Group's assets, Evraz will pay to Bushveld a break fee of US$500,000.
The exclusivity agreement was entered into on 24 March 2016 and the undertakings with regard to the deposit of the exclusivity fee with Bushveld's solicitors were given on 7 April 2016.
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