REG - Accesso Technology - Proposed Fundraise and Banking Agreement
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ACCESSO TECHNOLOGY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ACCESSO TECHNOLOGY GROUP PLC
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
21 May 2020
accesso® Technology Group plc
(the "Group" or "Company")
Proposed Fundraise and Banking Agreement
accesso Technology Group plc (AIM: ACSO), the premier technology solutions provider to leisure, entertainment and cultural markets, today announces a proposed placing of approximately £32 million ($39.1 million) (the "Placing") and a pre-emptive open offer (the "Open Offer") to raise up to approximately £6 million ($7.3 million), together with the amendment and waiver of certain financial covenants and an additional debt facility of £8 million ($9.8 million) (the "Banking Agreement").
Key highlights
·
Placing and Open Offer - the Group is proposing to raise approximately £32 million ($39.1 million) to strengthen its balance sheet as the impact of the Covid-19 pandemic continues through the Group's core summer trading months. Although the Company has sufficient liquidity to support the business until the autumn of 2020, without the Placing it would likely breach its debt covenants at its June 2020 and/or September 2020 test dates. The Directors believe that it is essential to strengthen the Group's financial position through this period of dislocation. On the Company's conservative base case assumptions, this additional liquidity will leave the Group well placed to navigate the current crisis and capitalise on future growth opportunities, and will also protect the business in the event that its downside scenario materialises. In addition, the Open Offer of up to approximately £6 million ($7.3 million) will provide additional headroom and allow all shareholders the opportunity to participate at the Issue Price (as defined below). The Placing and the Open Offer are conditional upon shareholder approval at a General Meeting to be convened on closing of the Placing.
·
Banking Agreement - Agreement has been reached with the Group's lending bank, Lloyds Bank plc ("Lloyds"), to waive leverage and interest cover covenants tests up to and including December 2021, to be replaced by minimum EBITDA and liquidity covenants. The Company has also agreed an additional £8 million (approximately $9.8 million) facility with Lloyds under the CLBILS programme, committed until August 2021.
Trading Update
The Group's financial year ending 31 December 2020 started well and revenue to the end of February was 12.9% higher than in the comparative period in 2019. However, as a result of the lockdown measures introduced globally during the course of March, revenue for the first quarter as a whole was 11.9% lower than in the prior year while revenue in April was 80% lower than during the corresponding month in 2019. As at 8 May 2020 the Group had net debt of approximately $12.8 million.
The sharp decline in revenue was as a result of the impact of venue closures and event postponements on the Group's transactional revenue stream, which in 2019 comprised approximately 73% of the Company's total revenue. During the lockdown period this revenue has fallen to close to zero, while professional services revenue has been reduced as the Company's customers seek to conserve cash.
The Company is working closely with its core customers as they prepare detailed operational plans to re-open venues in a phased manner in the coming weeks and months with reduced capacities alongside various health and safety measures. The Company is engaged in a number of encouraging conversations with clients in relation to applying its products to assist in implementing social distancing through the use of timed ticketing, virtual queuing and cashless payments. Although many of these commercial discussions remain at a relatively early stage, the Company has secured virtual queueing partnerships with Holiday World & Splashin' Safari (a longstanding customer in Indiana, USA) as well as Walibi Holland.
As the industry emerges from the disruption arising from the Covid-19 pandemic, the Group will remain focused on the long term opportunity. Prior to the lockdowns in the Company's markets, key performance indicators were showing positive momentum and trading in the first two months of the year had been ahead of expectations. The strength of the Company's customer base and the fact that many increasingly utilise multiple accesso solutions on an integrated basis emphasises the long term opportunity. While the Covid-19 crisis has certainly created a near-term challenge for the Company as well as the broader leisure industry, the Company anticipates this disruption may accelerate the adoption of some of its technologies and those could remain in place following return to more normalised operations.
Covid-19 response
The Group has taken swift and decisive action to reduce its operating cost base in cash terms since the start of the crisis. Staffing expense reductions have been implemented and this has been combined with reduced discretionary spending (including travel, marketing, and tradeshows) and the permanent closure of its San Diego office. These actions combined have reduced the Company's monthly operating cost run rate by approximately $2.6 million compared to 2019, resulting in a monthly run rate of approximately $3.8 million during this period of reduced operations.
While the Group both recognises and seeks to mitigate the personal toll of lowering staffing levels, its ability to flex operating costs relative to expected changes in revenue remains an important lever in its efforts to manage its business through this time.
Reasons for the Placing & Open Offer
As the impact of the Covid-19 pandemic continues through the Group's core summer trading months, the Directors believe that it is essential to strengthen the Group's liquidity position to trade through this period of uncertainty. Although the Company has sufficient liquidity to support the business until the autumn of 2020, without the Placing it would likely breach its debt covenants at its June 2020 and/or September 2020 test dates. On the Company's conservative base case assumptions, this additional liquidity will leave the Group well placed to navigate the current crisis and capitalise on future growth opportunities, and will also protect the business in the event that its reasonable worst case scenario materialises.
Based on the Group's net debt position of $12.8 million as at 8 May 2020, following completion of the Placing, and before taking into account any proceeds of the Open Offer, the Group will have a pro forma net cash position of approximately $24.7 million.
The Company's contingency planning has involved the stress testing of its financial model under a number of different scenarios. The central scenarios modelled by the Group are:
·
A "Conservative Base Case": the situation whereby a number of the Group's customers re-open a limited number of venues commencing in July 2020 but where volumes remain depressed through to the end of 2020, with a phased return from early 2021 reaching close to normal by the end of 2021, resulting in the Group's revenues in 2020 and 2021 being below 2019 revenues by approximately 66 per cent. and 19 per cent. respectively.
·
A "Reasonable Worst Case": the situation whereby the majority of the Group's customers' venues are closed through 2020 with a moderate level of re-openings commencing late spring 2021 and volumes significantly depressed through the end of 2021 resulting in the Group's revenues during 2020 and 2021 being below its 2019 revenues by approximately 74 per cent. and 57 per cent. respectively.
The Company has identified potential cost savings (compared to 2019 cost levels) of up to $24.7 million in 2020 and $25.2 million in 2021 under its Reasonable Worst Case. Cost savings would be lower under more optimistic scenarios due to the costs required to deliver higher revenue levels.
Without the Placing and Banking Agreement, the Company would require additional liquidity by the autumn of 2020 and would likely be in breach of its quarterly covenants at its June 2020 and/or September 2020 test dates.
Under the Conservative Base Case, and taking into account the net proceeds of the Placing and the Banking Agreement, the Company would have sufficient liquidity to trade through 2020 and 2021 without further covenant support and exit 2021 in a modest net cash position.
Under the Reasonable Worst Case, and taking into account the net proceeds of the Placing and the Banking Agreement, the Company would have sufficient liquidity to trade through 2020 and 2021 without further covenant support and exit 2021 with less than $20m in net debt.
The assumptions set out above do not take into account any proceeds of the Open Offer, which would provide incremental liquidity of up to approximately £6 million ($7.3 million) under both scenarios if taken up in full.
Banking Agreement
The Group has reached agreement with Lloyds regarding an additional facility of £8 million ($9.8 million) under the Coronavirus Large Business Interruption Loan Scheme ("CLBILS") (the "CLBILS Facility"). The CLBILS Facility is available to the Group for 15 months until August 2021. The Group's existing borrowing facility of $30 million is committed until March 2022.
The Group has also agreed waivers in relation to its leverage and interest cover covenants up to and including December 2021, to be replaced by a minimum EBITDA covenant and an additional liquidity covenant, both of which it expects to be able to meet even under the Group's Reasonable Worst Case.
The CLBILS Facility and the covenant waivers and replacements are conditional on completion of a placing above a specified amount.
Details of the Placing and Open Offer
The Company intends to raise approximately £32 million ($39.1 million) through the Placing. The placing price (the "Issue Price") is to be determined by the bookbuilding process (the "Bookbuild"). The exact number of shares to be placed ("Placing Shares") will be determined by the Company and Numis at the close of the Bookbuild and announced by the Company shortly thereafter. The timing of the close of the Bookbuild and allocations are at the discretion of the Company and Numis. The book will open with immediate effect following the release of this announcement. Members of the public are not entitled to participate in the Placing.
The Placing is conditional upon, among other things, admission of the Placing Shares, the placing agreement between the Company and Numis (the "Placing Agreement") not being terminated in accordance with its terms and on shareholder approval at a general meeting of the Company expected to be held on 9 June 2020. The Company expects to publish a circular (the "Circular") in connection with the Placing and Open Offer following the successful closure of the Bookbuild. Applications will also be made to the London Stock Exchange for admission to and trading on AIM ("Admission") which is expected to take place on 8.00 a.m. on 10 June 2020.
Given the percentage of its existing share capital which the Company is seeking to issue on a non-pre-emptive basis pursuant to the Placing, its senior management has consulted with the Company's major shareholders ahead of the release of this Announcement. The structure has been chosen as it minimises cost, time to completion and use of management time at an important and unprecedented time for accesso. The consultation has confirmed the Board's view that the Placing is in the best interests of shareholders, as well as wider stakeholders in accesso. The Company also considers it important that qualifying shareholders have an opportunity (where it is practicable for them to do so) to participate in, to the extent possible, the equity fundraising on equivalent terms and conditions to the Placing. Accordingly, the Company is making the Open Offer at the Issue Price to qualifying shareholders.
Certain members of the Board intend to subscribe for new ordinary shares in the capital of the Company at the placing price either through participation in the Placing, directly subscribing for new ordinary shares in the Company or taking up their entitlement under the Open Offer.
The appendix to this announcement sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
This announcement (including the appendix) should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this announcement.
Steve Brown, the Company's Chief Executive commented:
"The Placing and the Banking Agreement announced today will greatly strengthen our financial position and ensure we have the flexibility required to support our industry as it makes tentative steps towards re-opening. With a newly secured footing we will be more resilient through the remainder of the crisis and will stand prepared to capitalise on more positive scenarios should they arise. We are confident the underlying demand for our solutions remains strong, and our ability to help operators drive revenue and facilitate social distancing during this most unusual time makes us uniquely relevant to our customers as they look to re-start."
Enquiries:
accesso Technology Group plc
Steve Brown, CEO
Fern MacDonald, CFO
+44 (0)118 934 7400
Numis Securities Limited (Nominated Adviser, Broker and Sole Bookrunner)
Simon Willis, Mark Lander, Hugo Rubinstein
+44 (0)20 7260 1000
FTI Consulting, LLP
Matt Dixon, Adam Davidson, Chris Birt
Note: This announcement assumes a £ : $ exchange rate of 1 : 1.2230 as at 6pm (GMT + 1) on 20 May 2020
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING BY DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT; OR (III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. ANY OFFER OR SALE OF PLACING SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS AMENDED. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
The Placing Shares have not been approved or disapproved by the US 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 relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, any Placee should read and understand the information provided in the "Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:
1.
it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2.
in the case of a Relevant Person in the United Kingdom or a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:
(a)
it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive; and
(b)
in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:
(i)
the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Numis has been given to the offer or resale;
(ii)
where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
3.
it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
4.
it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and
5.
except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is either:
(c)
outside the United States acquiring the Placing Shares in offshore transactions as defined in, and in accordance with, Regulation S under the US Securities Act; or
(d)
a "qualified institutional buyer" as defined in Rule 144A under the US Securities Act (a "QIB").
No prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the information contained in this Announcement, the announcement of the pricing of the Placing (the "Result of Placing Announcement") (together, the "Placing Documents") and any information publicly announced through a regulatory information service ("RIS") by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the Form of Confirmation sent to Placees by Numis to confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Numis or the Company or any other person and none of Numis, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor and business advisor for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Numis is acting as sole bookrunner in connection with the Placing and has entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Numis, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares. The Placing is not being underwritten by Numis or any other person.
The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of the placing terms by the Company and Numis (the "Term Sheet"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and Numis. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild
The issue of the Placing Shares is to be effected by way of a cashbox placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to the Placees in consideration for Numis transferring its holdings of redeemable preference shares and ordinary subscriber shares in Project Gondola (Jersey) Limited ("JerseyCo") to the Company. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares, at the conclusion of the Placing the Company will own all of the issued ordinary shares and redeemable preference shares of JerseyCo whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing.
The Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.
Application for listing and admission to trading
Application will be made to the London Stock Exchange plc (the "London Stock Exchange") (the "Application") for admission to trading of the Placing Shares on AIM (the "Admission").
It is expected that Admission of the Placing Shares will occur at or before 8.00 a.m. BST on 10 June 2020 (or such later time or date as Numis may agree with the Company, being no later than 8.00 a.m. BST on 24 June 2020) and that dealings in the Placing Shares will commence at that time.
Bookbuild
Numis will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Numis and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1.
Numis is arranging the Placing as bookrunner and placing agent of the Company.
2.
Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis. Numis may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.
3.
The Bookbuild, if successful, will establish the Placing Price payable to Numis, as settlement agent for the Company, by all Placees whose bids are successful The number of Placing Shares and the Placing Price will be agreed by Numis (in consultation with the Company) following completion of the Bookbuild. Subject to the execution of the Placing Supplement, the Placing Price and the number of Placing Shares to be issued will be announced on an RIS following the completion of the Bookbuild via the Result of Placing Announcement.
4.
To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Numis. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and Numis, or at prices up to a price limit specified in its bid. Bids may be scaled down by Numis on the basis referred to in paragraph 8 below. Numis reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at Numis' absolute discretion, subject to agreement with the Company.
5.
The Bookbuild is expected to close no later than 7.00 a.m. (BST) on 22 May 2020 but may be closed earlier or later at the discretion of Numis. Numis may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of Numis) to reduce the number of shares to be issued pursuant to the Placing, in its absolute discretion.
6.
Allocations of the Placing Shares will be determined by Numis after consultation with the Company (the proposed allocations having been supplied by Numis to the Company in advance of such consultation). Subject to the execution of the Placing Supplement, allocations will be confirmed orally by Numis and a Form of Confirmation will be despatched as soon as possible thereafter. Numis' oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of Numis and the Company, to acquire the number of Placing Shares allocated to it and to pay the Placing Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with Numis' consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
7.
Each Placee's allocation and commitment will be evidenced by a Form of Confirmation issued to such Placee. The terms of this Appendix will be deemed incorporated in that Form of Confirmation.
8.
Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
9.
All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
10.
By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
11.
To the fullest extent permissible by law, neither Numis, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Numis, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Numis' conduct of the Placing.
12.
The Placing Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Numis' conduct of the Placing.
13.
All times and dates in this Announcement may be subject to amendment. Numis shall notify the Placees and any person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Numis' obligations under the Placing Agreement are conditional on customary conditions, including (amongst others) (the "Conditions"):
1.
the London Stock Exchange agreeing to admit the Placing Shares to trading on AIM (subject only to allotment);
2.
Admission occurring no later than 8.00 a.m. BST on 10 June 2020 (or such later time or date as Numis may otherwise agree with the Company, being no later than 8.00 a.m. BST on 24 June 2020) (the "Closing Date");
3.
the Term Sheet having been executed by the Company and Numis no later than 7.00 a.m. BST on 22 May 2020 (or such later time or date as Numis may otherwise agree with the Company);
4.
the Resolution (as set out in the Circular) being approved by the requisite majority of Shareholders attending and voting at the General Meeting;
5.
there having been no development or event resulting in a Material Adverse Effect which could, in the good faith opinion of Numis, materially and adversely affect the Placing or dealings in the Ordinary Shares following Admission;
6.
the delivery by the Company to Numis of a certificate signed by a Director for and on behalf of the Company not later than 5.00 p.m. BST on the Business Day immediately prior to the date on which Admission is expected to occur (and dated as of such date);
7.
the Company having complied with its obligations which fall to be performed on or prior to Admission under the Placing Agreement, the Option Agreement and the Subscription and Transfer Agreement and are material in the opinion of Numis in the context of the Placing or Admission; and
8.
none of the warranties on the part of the Company in the Placing Agreement being untrue or inaccurate or misleading when made and none of the warranties ceasing to be true and accurate or becoming misleading at any time prior to Admission by reference to the facts and circumstances then subsisting.
Numis may, at its discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof. The conditions in the Placing Agreement relating to Admission taking place and execution of the Term Sheet may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by Numis by the relevant time or date specified (or such later time or date as Numis may agree with the Company, being no later than 8.00 a.m. BST on 24 June 2020); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.
Neither Numis, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing, nor for any decision they may make as to the satisfaction of any Condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Numis.
Right to terminate under the Placing Agreement
Numis is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things):
1.
where there has been a breach by the Company of any of the warranties on the part of the Company contained in the Placing Agreement, the Subscription and Transfer Agreement and/or the Option Agreement that Numis consider (acting in good faith) to be material in the context of the Placing and/or Admission;
2.
if any of the Conditions have (i) become incapable of satisfaction or (ii) not been satisfied before the latest time provided in the Placing Agreement and have not been waived if capable of being waived by Numis;
3.
there has been a development or event resulting in a Material Adverse Effect which could in the good faith opinion of Numis, materially and adversely affect the Placing or dealings in the Ordinary Shares following Admission whether or not foreseeable at the date of this Agreement;
4.
the obligations of Numis under the Placing Agreement not having been terminated and the Option Agreement and the Subscription and Transfer Agreement remaining fully in force and effect; or
5.
the occurrence of a material adverse change or certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by Numis of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of Numis and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described above under "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after oral confirmation by Numis of the allocation and commitments following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to Numis that, between the date of the Placing Agreement and 90 days after Admission (the "Restricted Period"), it will not, without the prior written consent of Numis directly or indirectly offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offering or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so) provided that the foregoing restrictions shall not restrict the ability of the Company or any other member of the Group during the Restricted Period to grant of options under, or the allotment and issue of shares pursuant to options under, any employee or non-executive share or option schemes or long term incentive plans of the Company (in accordance with its normal practice), or the allotment and issue of the Open Offer Shares pursuant to the provisions of the Open Offer or the allotment and issue of shares to accredited investors under Rule 501 of the US Securities Act in accordance with any subscription agreements entered into between the Company and such accredited investors in connection with the Placing on or around the date of the Placing Agreement.
By participating in the Placing, Placees agree that the exercise by Numis of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the restrictive provisions on further issuance under the Placing Agreement shall be within the absolute discretion of Numis and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB0001771426) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Numis reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Numis is acting as settlement bank. Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a Form of Confirmation stating the number of Placing Shares allocated to them at the Placing Price, the aggregate amount owed by such Placee to Numis and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with Numis.
The Company will deliver the Placing Shares to a CREST account operated by Numis as agent for the Company and Numis will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the Placing Shares will take place on 10 June 2020 on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Numis.
Each Placee is deemed to agree that, if it does not comply with these obligations, Numis may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Numis' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Form of Confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Numis nor the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Numis (in its capacity as bookrunner and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:
1.
it has read and understood this Announcement in its entirety and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing, the Company, the Placing Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;
2.
the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or has access to such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded companies, without undue difficulty;
3.
to be bound by the terms of the articles of association of the Company;
4.
the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither Numis nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and Numis on an after-tax basis in respect of any Indemnified Taxes;
5.
neither Numis nor any of its affiliates agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;
6.
time is of the essence as regards its obligations under this Announcement;
7.
any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Numis;
8.
it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such Documents to any person;
9.
no prospectus or other offering document is required under the Prospectus Directive, nor will one be prepared in connection with the Bookbuild, the Placing or the Placing Shares and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
10.
in connection with the Placing, Numis and any of its affiliates acting as an investor for its own account may subscribe for Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Numis or any of its affiliates acting in such capacity;
11.
Numis and its affiliates may enter into financing arrangements and swaps with investors in connection with which Numis and any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;
12.
Numis does not intend to disclose the extent of any investment or transactions referred to in paragraphs 9 and 10 above otherwise than in accordance with any legal or regulatory obligation to do so;
13.
Numis does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
14.
its participation in the Placing is on the basis that it is not and will not be a client of any of Numis in connection with its participation in the Placing and that Numis has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
15.
the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither Numis nor any of its affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, this Announcement, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;
16.
the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 15(a)), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;
17.
it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by Numis or the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;
18.
neither Numis, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested any of Numis, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;
19.
neither Numis nor the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
20.
it may not rely, and has not relied, on any investigation that Numis, any of its affiliates or any person acting on its behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;
21.
in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the Placing Shares;
(b) will not look to Numis for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination, investigation and assessment of the Company, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
22.
it is subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Announcement;
23.
it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:
(h) duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and
(i) will remain liable to the Company and/or Numis for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
24.
it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in Numis, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
25.
where it is subscribing for Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account;
26.
it irrevocably appoints any duly authorised officer of Numis as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe for upon the terms of this Announcement;
27.
the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the Restricted Jurisdictions, or any state, province, territory or jurisdiction thereof;
28.
the Placing Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, Numis or any person acting on behalf of the Company or Numis that would, or is intended to, permit a public offer of the Placing Shares in the Restricted Jurisdictions or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
29.
no action has been or will be taken by any of the Company, Numis or any person acting on behalf of the Company or Numis that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
30.
unless otherwise specifically agreed with Numis, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, New Zealand, Japan, the Republic of South Africa or any province or territory of Canada;
31.
it may be asked to disclose in writing or orally to Numis:
(j) if he or she is an individual, his or her nationality; or
(k) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
32.
it is and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be (i) outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act or (ii) a QIB and will duly execute a US investor letter and deliver the same Numis or its affiliates;
33.
it has not been offered to purchase or subscribe for Placing Shares by means of any "directed selling efforts" as defined in Regulation S under the US Securities Act or by means of any "general solicitation" or "general advertising" within the meaning of Regulation D under the US Securities Act;
34.
it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold, pledged or delivered in or into or from the United States except pursuant to (i) an effective registration statement under the US Securities Act; or (ii) pursuant to an exemption from the registration requirements of the US Securities Act and, in each case, in accordance with applicable United States state securities laws and regulations;
35.
it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the US Securities Act;
36.
it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
37.
it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;
38.
it understands that the Company has not undertaken to determine whether it will be treated as a passive foreign investment company ("PFIC") for US federal income tax purposes for the current year, or whether it is likely to be so treated for future years and neither the Company nor Numis make any representation or warranty with respect to the same. Accordingly, neither the Company nor Numis can provide any advice to United States investors as to whether the Company is or is not a PFIC for the current tax year, or whether it will be in future tax years. Accordingly, neither the Company nor Numis undertakes to provide to United States investors or shareholders any information necessary or desirable to facilitate their filing of annual information returns, and United States investors and shareholders should not assume that this information will be made available to them;
39.
if in a member state of the EEA, unless otherwise specifically agreed with Numis in writing, it is a Qualified Investor;
40.
it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive;
41.
if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of Numis has been given to each proposed offer or resale;
42.
if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully be communicated;
43.
it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA");
44.
it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by Numis in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
45.
it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in FSMA and MAR) in respect of anything done in, from or otherwise involving, the United Kingdom);
46.
if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;
47.
it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
48.
in order to ensure compliance with the Regulations, Numis (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Numis or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Numis' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Numis' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify Numis (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either Numis and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
49.
the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
50.
it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Numis may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;
51.
any money held in an account with Numis on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Numis' money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;
52.
its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Numis or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
53.
Numis nor any of its affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing;
54.
if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:
(l) used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;
(m) used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or
(n) disclosed such information to any person, prior to the information being made publicly available;
55.
the rights and remedies of the Company and Numis under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others; and
56.
these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or Numis in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well Numis and are irrevocable. Numis, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings. Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and Numis to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, Numis and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Announcement or incurred by Numis, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor Numis will be responsible and the Placees shall indemnify the Company and Numis on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or Numis in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Numis accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.
The Company and Numis are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify Numis and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold Numis and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, the Placing Documents.
DEFINITIONS
The following definitions apply in this Appendix, and as the context shall admit, in the Announcement:
Admission
admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
AIM
AIM, a market operated by the London Stock Exchange
AIM Rules
the AIM Rules for Companies published by the London Stock Exchange
Announcement
this Announcement, including this Appendix and the terms and conditions set out herein
Application Form
the application form relating to the Open Offer for use by Qualifying non-CREST Shareholders and, in certain limited circumstances, Qualifying CREST Shareholders
Bookbuild
the bookbuilding process to be conducted by Numis to arrange participation by Placees in the Placing
BST
British Summer Time
Circular
the circular to be published by the Company in connection with, inter alia, the Placing and the Open Offer
Company
accesso Technology Group plc
CREST
the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & Ireland
CREST Regulations
the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as amended)
EEA
the European Economic Area
Euroclear UK & Ireland
Euroclear UK & Ireland Limited
Excluded Shareholders
Shareholders with registered addresses in, or who are located or resident in, citizens of, or corporations, partnerships or other entities created or organised under the applicable laws of any Restricted Territories and to whom Application Forms are not to be sent or whose stock accounts in CREST are not to be credited with Open Offer Entitlements, save for any such Shareholder(s) who the Company permits to apply for their Open Offer Entitlement(s) having determined that they are QIBS, accredited investors under Rule 501 under the US Securities Act or otherwise permitted to apply for their Open Offer Entitlement(s) without breach of applicable law, in accordance with the Circular
FCA
the Financial Conduct Authority
Form of Confirmation
the form of confirmation or contract note made between Numis and the Placees which incorporate by reference the terms and conditions of the Placing contained in this Announcement
FSMA
the Financial Services and Markets Act 2000, as amended
General Meeting
the general meeting of the Company convened for 11.30 a.m. on 9 June 2020 (or any adjournment or postponement thereof)
Group
the Company and its subsidiary undertakings (and "Group Company" shall be construed accordingly)
London Stock Exchange
London Stock Exchange plc
MAR
the EU Market Abuse Regulation (2014/596/EU)
Material Adverse Effect
a material adverse effect, or any development or matter reasonably expected to have a material adverse effect, in or affecting the business, condition (financial, operational, legal or otherwise), results of operations, earnings or assets of the Group, whether or not arising in the ordinary course of business
Numis
Numis Securities Limited
Open Offer
the offer by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares on and subject to the terms and conditions set out in the Circular and, in the case of Qualifying non-CREST Shareholders only, in the Application Form
Open Offer Entitlement
an entitlement to apply to subscribe for one Open Offer Share allocated to a Qualifying Shareholder pursuant to the Open Offer
Open Offer Shares
the number of new Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer as will be set out in the Placing Results Announcement;
Option Agreement
the option agreement entered into on or around the date hereof between the Company, JerseyCo and Numis
Ordinary Shares
ordinary shares of 1 pence each in the capital of the Company
Placees
persons who agree to subscribe for Placing Shares at the Placing Price
Placing
the conditional placing of the Placing Shares by Numis on behalf of the Company at the Placing Price, in accordance with the Placing Agreement
Placing Agreement
the conditional placing agreement dated 21 May 2020 between the Company and Numis in relation to the Placing
Placing Price
the price payable per Placing Share to be agreed between the Company and the Bookrunners
Placing Shares
the new Ordinary Shares to be issued pursuant to the Placing, conditional, inter alia, on the passing of the Resolution at the General Meeting
Qualifying CREST Shareholders
Qualifying Shareholders whose Ordinary Shares on the register of members of the Company on the Record Date are in uncertificated form
Qualifying non-CREST Shareholders
Qualifying Shareholders whose Ordinary Shares on the register of members of the Company on the Record Date are in certificated form
Qualifying Shareholders
Shareholders whose names appear in the register of members of the Company at the close of business on the Record Date, other than Excluded Shareholders
Record Date
has the meaning given to it is the Circular
Resolution
the resolution set out in the notice of General Meeting
RIS
shall have the same meaning as in the AIM Rules
Shareholder
a holder of Ordinary Shares from time to time
Subscription and Transfer Agreement
the subscription and transfer agreement entered into on or around the date hereof between JerseyCo, the Company and Numis
Term Sheet
the terms of the Placing setting out the Placing Price and the number of Placing Shares to be issued in the Placing, to be executed in accordance with the Placing Agreement by the Company and Numis
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDMSCPPUWGAUPUGAG
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