Filer granted permission from the Director, pursuant to s. 38(3) of the Securities Act (Ontario), to make listing representations in its offering documents to the effect that the filer intends to make application to the London Stock Exchange for its Ordinary Shares to be admitted for listing and trading.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 38(3).
November 18, 2014
Attention: Mr. Bruce Sheiner
Re: Anglo Pacific Group PLC
Application for Permission under s. 38(3) of the Securities Act (Ontario) to Make Listing Representations
Further to your letter submitted on behalf of Anglo Pacific Group PLC (the Filer) dated November 10, 2014 (the Application), we understand that:
1. The Filer is incorporated in England and Wales under the Companies Act 1948 with registered number 00897608.
2. The Filer's Ordinary Shares are listed on the London Stock Exchange (LSE) and the Toronto Stock Exchange (TSX) and is therefore a reporting issuer in Ontario.
3. The Filer is proposing to issue Ordinary Shares (the New Ordinary Shares) by way of a Firm Placing and Placing and Open Offer (the Offering).
4. The Offering is being made by way of prospectus (the Prospectus) in the United Kingdom and certain other jurisdictions where the extension or availability of the Offering would not breach any applicable law.
5. It is contemplated that the Offering will be made by way of a private placement (the Private Placement) in the Canadian provinces of Ontario and Quebec.
6. In connection with the Private Placement, it is expected that prospective investors in Ontario and Quebec will be provided with either a preliminary and final, or just final, Canadian offering memorandum that includes, as applicable, the preliminary or final Prospectus (collectively the Offering Memoranda).
7. Each prospective investor in Ontario or Quebec will be an "accredited investor" in accordance with National Instrument 45-106 Prospectus and Registration Exemptions or a "permitted client" in accordance with National Instrument 31-103 Registration Requirements and Exemptions.
8. The placement agent in Canada for the Private Placement (the Placement Agent) will, when distributing securities to residents of Ontario, rely on appropriate exemptions from the prospectus requirements and will either (i) rely on the "international dealer" exemption to the registration requirements or (ii) be a dealer registered under the securities laws of Ontario.
9. The Offering Memoranda will contain representations identical or substantially similar to the following (the Listing Representations):
a. "Applications will be made to the Financial Conduct Authority for the New Ordinary Shares to be admitted to listing on the premium segment of the Official List and to be admitted to trading on the London Stock Exchange's main market for listed securities and application has been made to the Toronto Stock Exchange to list the New Ordinary Shares.
b. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8:00 a.m. on [•] 2014 on the London Stock Exchange's main market for listed securities and at market open on [•] 2014 on the Toronto Stock Exchange.
10. No approval for the listing of the Ordinary Shares on the LSE, conditional or otherwise, has been granted, nor has such stock exchange consented to, nor indicated that they do not object to, the Listing Representations.
11. The Filer seeks permission to include the Listing Representations in the Offering Memoranda to be provided and made available to prospective Ontario purchasers.
Based upon the representations above and the representations contained in your Application, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include the Listing Representations (through the incorporation of the preliminary or final Prospectus, as the case may be) in the Offering Memoranda to be provided to or made available to prospective Ontario purchasers.
Yours very truly,