REG - Accsys Technologies - Tricoya® Project, funding and equity raise <Origin Href="QuoteRef">ACCS.L</Origin> - Part 2
29/03/2017 07:08
- Part 2: For the preceding part double click ID:nRSc8465Aa
Prospectus. Further
details also appear in the Application Form that will be sent to all
Qualifying Non-CREST Shareholders (other than Qualifying Non-CREST
Shareholders who are Restricted Shareholders or persons in the United
States).
If you are in any doubt as to the action you should take, you should
immediately seek your own financial advice from your stockbroker, bank
manager, solicitor, accountant, fund manager or other appropriate independent
financial adviser authorised pursuant to FSMA if you are resident in the UK
or, if not, from another appropriate authorised independent financial
adviser.
12. DIRECTORS' INTENTIONS
The Directors beneficially own, in aggregate, 1,283,861 Ordinary Shares
representing approximately 1.42% of the issued Ordinary Share capital of the
Company as at 28 March 2017 (being the Last Practicable Date). Patrick
Shanley, Paul Clegg, Nick Meyer and Sean Christie intend to take up their
entitlements in full to subscribe for Open Offer Shares under the Open Offer.
13. DIRECTORS' RECOMMENDATION
The Directors consider the Firm Placing and Open Offer and the Resolutions to
be in the best interests of Shareholders taken as a whole.
The Company has secured attractive equity and debt financing from external
parties to fund the Arnhem Plant expansion capital expenditure and the
construction of the Hull Plant. In the context of these two significant
capital projects that the Group is undertaking, the Board believes that the
net proceeds of the Firm Placing and Open Offer are necessary to fund working
capital in the Group and to strengthen the Company's balance sheet. If the
Group does not proceed with the Firm Placing and Open Offer, the Group may
need to delay or curtail its intended growth plans in order to operate with an
appropriate level of headroom within its existing resources and facilities. In
order for the Firm Placing and Open Offer to proceed, Resolutions 1 and 4 to
be proposed at the General Meeting must be passed. The Directors believe that
it is important that Shareholders vote in favour of all the Resolutions at the
General Meeting. The Directors consider the Firm Placing and Open Offer and
the Resolutions to be in the best interests of Shareholders taken as a whole.
Accordingly the Directors unanimously recommend that Shareholders vote in
favour of the Resolutions to be put to the General Meeting, as they intend to
do, or procure, in respect of any of their own beneficial holdings, amounting
to approximately 1,283,861 Ordinary Shares in aggregate, representing
approximately 1.42% of the Existing Ordinary Shares as at the Last Practicable
Date.
14. EXPECTED TIMETABLE OF THE FIRM PLACING AND OPEN OFFER
All times in the table below refer to BST unless otherwise stated. All times
and dates in the table below are indicative only and may be subject to
change.
Record Time for entitlement under the Open Offer for Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders 6:00 p.m. on 24 March 2017
Announcement of the Firm Placing and Open Offer 29 March 2017
Publication and posting of the Prospectus (including the Notice of General Meeting) and Forms of Proxy, and despatch of Application Forms to Qualifying Non-CREST Shareholders 29 March 2017
Record Time for entitlement under the Open Offer for Qualifying Euroclear Shareholders 6:00 p.m. (CEST) on 29 March 2017
Existing Ordinary Shares marked ''ex'' by Euronext Amsterdam and AIM 8:00 a.m. on 30 March 2017
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST and Euroclear Open Offer Entitlements and Excess Euroclear Open Offer Entitlements credited to appropriate stock accounts with Intermediaries for Qualifying Euroclear Shareholders 30 March 2017
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements from CREST 4:30 p.m. on 12 April 2017
Latest time for depositing Open Offer Entitlements into CREST 3:00 p.m. on 13 April 2017
Latest time for splitting Application Forms (to satisfy bona fide market claims only) 3:00 p.m. on 18 April 2017
Latest time for receipt of Forms of Proxy by registered Shareholders for the General Meeting 11:00 a.m. on 19 April 2017
Latest time and date for payment in full by applying Qualifying Euroclear Shareholders via their Intermediaries 5:40 p.m. (CEST) on 19 April 2017
Latest time for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) 11:00 a.m. on 20 April 2017
General Meeting 11.00 a.m. on 21 April 2017
Announcement of the result of the Firm Placing and Open Offer through a Regulatory Information Service 21 April 2017
Date of Admission and dealings in New Ordinary Shares commences on AIM 8:00 a.m. on 24 April 2017
Commencement of dealings in New Ordinary Shares on Euronext Amsterdam 8:00 a.m. on 24 April 2017
New Ordinary Shares credited to CREST stock accounts (Qualifying CREST Shareholders only) and to stock accounts held with Intermediaries (Qualifying Euroclear Shareholders only) 8:00 a.m. on 24 April 2017
Despatch of definitive share certificates for the New Ordinary Shares in certificated form Not later than 9 May 2017
15. KEY STATISTICS OF THE FIRM PLACING AND OPEN OFFER
Offer Price E0.69
Number of Firm Placing Shares 17,400,000
Number of Open Offer Shares 2,923,986
Number of Existing Ordinary Shares in issue as at the date of the Prospectus 90,643,585
Enlarged share capital following Admission 110,967,571*
Percentage of the enlarged share capital represented by the New Ordinary Shares 18.3%*
Gross proceeds of the Firm Placing E12,006,000
Gross proceeds of the Open Offer E2,017,550*
Estimated net proceeds of the Firm Placing and the Open Offer Approximately E12,223,550*
Entitlement under the Open Offer 3.23%
Ordinary Shares ISIN GB00BQQFX454
Open Offer Entitlements ISIN GB00BD8DHZ59
Excess Open Offer Entitlements ISIN GB00BD8DJ155
* assuming full take-up under the Open Offer
The person responsible for arranging for the release of this Announcement on
behalf of Accsys is Angus Dodwell, Legal Counsel & Company Secretary.
For further information, please contact:
Accsys Technologies PLC Paul Clegg, CEOWilliam Rudge, FDJohannes Pauli, Executive Director, Corporate Development via MHP Communications
Numis Securities Limited Nominated Adviser: Oliver CardiganCorporate Broking: Christopher WilkinsonBen Stoop +44 (0) 20 7260 1000
MHP Communications Tim RowntreeKelsey Traynor +44 (0) 20 3128 8100
Off the Grid (The Netherlands) Frank NeervoortGiedo Van Der Zwan +31 681 734 236+31 624 212 238
Notes to editors:
Accsys Technologies PLC (www.accsysplc.com) is a chemical technology group
whose primary focus is on the production of Accoya® wood and technology
licensing via its subsidiary, Titan Wood Limited, which has manufacturing
operations in Arnhem, the Netherlands (through its subsidiary Titan Wood
B.V.), a European office in London, United Kingdom, an American office in
Dallas, Texas (via its subsidiary Titan Wood, Inc) and technology licencing
associated with the acetylation of wood elements via its subsidiary Tricoya
Technologies Limited. Any references in this Announcement to agreements with
Accsys shall mean agreements with either Accsys or its subsidiary entities
unless otherwise specified. Accsys Technologies PLC is listed on the London
Stock Exchange AIM market and on Euronext Amsterdam, under the symbols 'AXS'.
Accsys' operations comprise three principal business units: (i) Accoya® wood
production; (ii) technology development, focused on a programme of continuous
development of and improvements to the process engineering and operating
protocols for the acetylation of solid wood and the development of technology
for the acetylation of wood elements; and (iii) the licensing of technology
for the production of Accoya® wood and Tricoya® wood elements across the
globe.
Accoya® wood (www.accoya.com) is produced using Accsys' proprietary patented
acetylation technology, that effectively converts sustainably grown softwoods
and non-durable hardwoods into what is best described as a "high technology
wood". Distinguished by its durability, dimensional stability and, perhaps
most importantly of all, its reliability (in terms of consistency of both
supply and quality), Accoya® wood is particularly suited to exterior
applications where performance and appearance are valued. Unlike most tropical
and European hardwoods, its colour does not degrade when exposed to
ultraviolet light. Moreover, the Accoya® wood production process does not
compromise the wood's strength or machinability. The combination of UV
resistance, dimensional stability, durability and retained strength means that
Accoya® wood offers a wealth of new opportunities to architects, designers and
specifiers. These benefits result in lower maintenance and total cost of
ownership while using a higher sustainable and environmental responsible
building material. For a full archive of Accoya® news, visitwww.accoya.com.
Tricoya® wood elements (www.tricoya.com) are produced using Accsys'
proprietary technology for the acetylation of wood chips, and particles for
use in the fabrication of panel products such as medium density fibreboard and
particle-board. These products demonstrate enhanced durability and dimensional
stability which allow them to be used in a variety of applications that were
once limited to solid wood or man-made products. Exploitation of Accsys'
proprietary technology relating to Tricoya® wood elements is carried out
through Tricoya Technologies Limited. Tricoya® Wood Elements are lauded as
the first major innovation in the wood composites industry in more than 30
years.
Wood acetylation is a process which increases the amount of 'acetyl' molecules
in wood, thereby changing its physical properties. When carried out to a
sufficient level throughout the wood, this process protects wood from rot by
making it "inedible" to most micro-organisms and fungi, without - unlike
conventional treatments - making it toxic. It also greatly reduces the wood's
tendency to swell and shrink, making it less prone to cracking and ensuring
that, when painted, it requires dramatically reduced maintenance.
Accsys Technologies is the trading name of Titan Wood Limited. ACCOYA®,
TRICOYA® and the Trimarque Device are registered trademarks owned by Titan
Wood Limited ("TWL"), a wholly owned subsidiary of Accsys Technologies PLC,
and may not be used or reproduced without written permission from TWL, or in
the case of the Tricoya® registered trademark, from Tricoya Technologies
Limited, a subsidiary of TWL with exclusive rights to exploit the Tricoya®
brand.
APPENDIX 1
TERMS AND CONDITIONS OF THE FIRM PLACING
IMPORTANT INFORMATION FOR FIRM PLACEES ONLY REGARDING THE FIRM PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE FIRM PLACING FOR INVITED FIRM PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED
INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED AND
INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER");
(II) FALL 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 APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS, UNLESS
SPECIFICALLY AGREED WITH NUMIS, AVAILABLE ONLY TO RELEVANT PERSONS AND, UNLESS
SPECIFICALLY AGREED WITH NUMIS, WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE
SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR
SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THE
ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE FIRM PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING
OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH FIRM PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN FIRM PLACING SHARES. THE
PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP
AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF
SHARES.
These terms and conditions apply to persons making an offer to acquire Firm
Placing Shares. Each person to whom these conditions apply, as described
above, who confirms his agreement, either orally or in writing, to Numis and
the Company to acquire Firm Placing Shares (each a "Firm Placee") hereby
agrees with Numis and the Company to be bound by these terms and conditions as
being the terms and conditions upon which Firm Placing Shares will be issued.
A Firm Placee shall, without limitation, become so bound if Numis confirms to
such Firm Placee its allocation of Firm Placing Shares.
Upon being notified of its allocation of Firm Placing Shares, a Firm Placee
shall be contractually committed to acquire the number of Firm Placing Shares
allocated to it at the Offer Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
This Announcement does not constitute an offer, and may not be used in
connection with an offer, to sell or issue or the solicitation of an offer to
buy or subscribe for Firm Placing Shares in any jurisdiction in which such
offer or solicitation is or may be unlawful. This Announcement and the
information contained herein is not for publication or distribution, directly
or indirectly, to persons in the United States, Australia, Canada, Japan, the
Republic of South Africa or Switzerland or in any other jurisdiction in which
such publication or distribution is unlawful. Persons into whose possession
this Announcement may come are required by the Company to inform themselves
about and to observe any restrictions of transfer of this Announcement. No
public offer of securities of the Company is being made under the Firm Placing
in the United Kingdom, the United States or elsewhere.
In particular, the Firm Placing Shares referred to in this Announcement have
not been and will not be registered under the Securities Act or any laws of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold, pledged or
otherwise transferred within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any state or other jurisdiction of
the United States. The Firm Placing Shares are being offered and sold outside
the United States in accordance with Regulation S under the Securities Act
("Regulation S").
The Firm 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 Firm Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.
The Firm 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, the Republic of South
Africa, Switzerland or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this appendix or
the announcement of which it forms part should seek appropriate advice before
taking any action.
Details of the Firm Placing
The Firm Placing is conditional upon:
· the passing of the First and Fourth Resolutions at the General
Meeting;
· Admission becoming effective by no later than 8:00 a.m. (BST) on 24
April 2017 (or such later time and/or date as the Company and the Underwriter
may determine); and
· the Underwriting Agreement having become unconditional in all respects
and not having been terminated in accordance with its terms prior to
Admission.
The shareholder approvals necessary for the Firm Placing will be sought at the
General Meeting to be held at 11:00 a.m. on 21 April 2017 (or any adjournment
thereof), the full details of which are set out in the Notice of General
Meeting in the Prospectus.
The Company and Numis have entered into an underwriting agreement (the
"Underwriting Agreement"), pursuant to which Numis has agreed to use its
reasonable endeavours to procure subscribers at the Offer Price for the Firm
Placing Shares. Numis has agreed to subscribe or procure subscribers at the
Offer Price for any Firm Placing Shares in respect of which Firm Placees are
not found or payment is not received from Firm Placees.
The Firm Placing Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares in
the capital of the Company, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Firm Placing Shares.
Application for admission to trading
Application will be made for the Firm Placing Shares to be admitted to listing
and trading on Euronext Amsterdam and to trading on AIM. It is expected that
Admission will become effective and that dealings in the Firm Placing Shares
will commence on Euronext Amsterdam and on AIM at 8:00 a.m. (BST) on 24 April
2017 (whereupon an announcement will be made by the Company to a Regulatory
Information Service and sent to Euronext Amsterdam).
Participation in, and principal terms of, the Firm Placing
Participation in the Firm Placing will only be available to persons who may
lawfully be, and are, invited to participate by Numis. Numis and/or its
affiliates may participate in the Firm Placing as principal.
The Offer Price will be E0.69 per Firm Placing Share (the "Offer Price").
Each Firm Placee's allocation will be confirmed to Firm Placees orally by
Numis, and a trade confirmation or contract note will be dispatched as soon as
possible after that. The oral confirmation to such Firm Placee will constitute
an irrevocable legally binding commitment upon such person in favour of Numis
and the Company, under which it agrees to acquire the number of Firm Placing
Shares allocated to it at the Offer Price on the terms and conditions set out
in this Appendix and in accordance with the Company's Articles of
Association.
Irrespective of the time at which a Firm Placee's allocation pursuant to the
Firm Placing is confirmed, settlement for all Firm Placing Shares to be
acquired pursuant to the Firm Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
All obligations under the Firm Placing will be subject to fulfilment or (where
applicable) waiver of, amongst other things, the conditions referred to below
under "Conditions of the Firm Placing" and to the Firm Placing not being
terminated on the basis referred to below under "Right to terminate under the
Underwriting Agreement".
By participating in the Firm Placing, each Firm Placee will agree that its
rights and obligations in respect of the Firm Placing will terminate only in
the circumstances described below and will not be capable of rescission or
termination by the Firm Placee.
To the fullest extent permissible by law, none of the Company, Numis or any of
their respective affiliates shall have any liability to Firm Placees (or to
any other person whether acting on behalf of a Firm Placee or otherwise). In
particular, none of the Company, Numis or any of their respective affiliates
shall have any liability (including to the fullest extent permissible by law,
any fiduciary duties) in respect of Numis's conduct of the Firm Placing. Each
Firm Placee acknowledges and agrees that the Company is responsible for the
allotment of the Firm Placing Shares to the Firm Placees and Numis shall have
no liability to the Firm Placees for the failure of the Company to fulfil
those obligations.
Conditions of the Firm Placing
The obligations of Numis under the Underwriting Agreement are conditional
upon, amongst other things:
· Numis not having terminated the Underwriting Agreement in accordance
with its terms prior to Admission; and
· Admission becoming effective not later than 8:00 a.m. (BST) on 24 April
2017 (or such later time and/or date, being not later than 8 May 2017, as the
Company and Numis may agree).
If (i) any of the conditions contained in the Underwriting Agreement in
relation to the Firm Placing Shares is not fulfilled or waived by Numis by the
respective time or date where specified (or such later time or date as Numis
may in its absolute discretion determine (in any event no later than 8 May
2017 (the "Long Stop Date")), or (ii) the Underwriting Agreement is terminated
as described below, the Firm Placing in relation to the Firm Placing Shares
will lapse and the Firm Placee's rights and obligations hereunder in relation
to the Firm Placing Shares shall cease and terminate at such time and each
Firm Placee agrees that no claim can be made by the Firm Placee in respect
thereof.
Numis may, at its absolute discretion and upon such terms as it thinks fit,
waive the requirement for the Company to satisfy, or extend the period (up to
the Long Stop Date) for satisfaction of, the conditions in the Underwriting
Agreement, save that the conditions relating to the posting of the Prospectus,
the Application Forms and the Forms of Proxy and to Admission taking place may
not be waived. Any such extension or waiver will not affect Firm Placees'
commitments as set out in this Announcement.
Neither Numis nor the Company shall have any liability to any Firm Placee (or
to any other person whether acting on behalf of a Firm Placee or otherwise) in
respect of any decision it 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 Underwriting
Agreement nor for any decision it may make as to the satisfaction of any
condition or in respect of the Firm Placing generally and by participating in
the Firm Placing each Firm Placee agrees that any such decision is within the
absolute discretion of Numis.
Right to terminate under the Underwriting Agreement
Numis may terminate the Underwriting Agreement at any time prior to Admission
if, amongst other things:
· the representations and warranties given by the Company were untrue,
inaccurate or misleading when given or have ceased to be true or accurate or
have become misleading, in each case to an extent which Numis considers in its
sole judgement (acting in good faith) is material in the context of the Group
(taken as a whole) or the Firm Placing and Open Offer;
· the Company fails to comply with any of its obligations under the
Underwriting Agreement to an extent which Numis considers in its sole
judgement (acting in good faith) is material in the context of the Group
(taken as a whole) or the Firm Placing and Open Offer;
· in Numis' opinion (acting in good faith) a material adverse change
occurs, or a development occurs that is reasonably likely to cause a material
adverse change, affecting the Company; or
· in Numis' opinion (acting in good faith) (a) there has been a material
adverse change in the financial markets, any outbreaks or escalation of
hostilities, any act of terrorism or war or other calamity or crisis or any
change or development involving a prospective change in the national or
international political, financial or economic conditions, exchange rates or
exchange controls, (b) trading in any securities of the Company, or trading in
securities generally, is suspended or limited on the London Stock Exchange or
Euronext Amsterdam or maximum or minimum prices for trading are fixed, (c) a
material disruption occurs in commercial banking or securities settlement or
clearance services in the United Kingdom or the EEA, or (d) a banking
moratorium is declared by the United Kingdom or an EEA State, the effect of
which (singly or together) is such as to make it impracticable, inappropriate
or inadvisable to proceed with the Firm Placing and Open Offer, or the
underwriting of the New Ordinary Shares.
After Admission, the Underwriting Agreement will not be subject to any
condition or right of termination or rescission.
The rights and obligations of the Firm Placees shall terminate only in the
circumstances described in these terms and conditions and the Underwriting
Agreement and will not be subject to termination by the Firm Placee or any
prospective Firm Placee at any time or in any circumstances. By participating
in the Firm Placing, Firm Placees agree that the exercise by Numis of any
right of termination or other discretion under the Underwriting Agreement
shall be within the absolute discretion of Numis, and that it need not make
any reference to Firm Placees and that it shall have no liability to Firm
Placees whatsoever in connection with any such exercise or decision not to
exercise. No term of the Underwriting Agreement will be enforceable by the
Firm Placees under The Contracts (Rights of Third Parties) Act 1999.
Registration and Settlement
Settlement of transactions in the Firm Placing Shares (ISIN: GB00BQQFX454)
following Admission will take place within CREST provided that, subject to
certain exceptions, Numis reserves the right to require settlement for, and
delivery of, the Firm Placing Shares (or a portion thereof) to Firm Placees by
such other means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
any Firm Placee's jurisdiction.
Each Firm Placee allocated Firm Placing Shares in the Firm Placing will be
sent a trade confirmation or contract note stating the number of Firm Placing
Shares allocated to it at the Offer Price, the aggregate amount owed by such
Firm Placee to Numis (as agent for the Company) and settlement instructions.
Each Firm Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the CREST or
certificated settlement instructions that it has in place with Numis.
Each Firm Placee is deemed to agree that, if it does not comply with these
obligations, Numis may sell any or all of the Firm Placing Shares allocated to
that Firm Placee on such Firm Placee's behalf and retain from the proceeds,
for Numis's account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Firm Placee. The relevant Firm Placee will,
however, remain liable and shall indemnify Numis on demand for any shortfall
below the aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or securities transfer tax (together with any
interest or penalties) which may arise upon the sale of such Firm Placing
Shares on such Firm Placee's behalf. By communicating a bid for Firm Placing
Shares, each Firm Placee confers on Numis all such authorities and powers
necessary to carry out any such sale and agrees to ratify and confirm all
actions which Numis lawfully takes in pursuance of such sale.
If Firm Placing Shares are to be delivered to a custodian or settlement agent,
Firm Placees should ensure that the trade confirmation or contract note is
copied and delivered immediately to the relevant person within that
organisation.
Representations, Warranties and Further Terms
By participating in the Firm Placing each Firm Placee (and any person acting
on such Firm Placee's behalf) represents, warrants, acknowledges, agrees and
undertakes to the Company and Numis that:
1. it (and any person acting on its behalf) will make payment for the Firm
Placing Shares allocated to it in accordance with these terms and conditions
on the due time and date set out herein, failing which the relevant Firm
Placing Shares may be placed with other subscribers or sold as Numis may in
its absolute discretion determine and without liability to such Firm Placee
and it will remain liable and will indemnify Numis on demand for any shortfall
below the net proceeds of such sale and the placing proceeds of such Firm
Placing Shares and may be required to bear the liability for any stamp duty or
stamp duty reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these terms and conditions) which
may arise upon the placing or sale of such Firm Placee's Firm Placing Shares
on its behalf;
2. it has read and understood the placing proof of the Prospectus dated 21
March 2017 (the "Placing Proof") and the Announcement, including this
Appendix, in their entirety and its subscription of Firm Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained therein and in the articles of association of the
Company;
3. these terms and conditions represent the whole and only agreement
between it, Numis and the Company in relation to its participation in the Firm
Placing and supersedes any previous agreement between any of such parties in
relation to such participation. Accordingly, all other terms, conditions,
representations, warranties and other statements which would otherwise be
implied (by law or otherwise) shall not form part of this terms and
conditions. Each Firm Placee agrees that neither the Company, Numis nor any of
their respective officers or directors will have any liability for any such
other information or representation and irrevocably and unconditionally waive
any rights it may have in respect of any such other information or
representation;
4. it and any person acting on its behalf is entitled to acquire the Firm
Placing Shares under the laws of all relevant jurisdictions and that it has
all necessary capacity and has obtained all necessary consents and authorities
and taken any other necessary actions to enable it to commit to this
participation in the Firm 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;
5. where it is acquiring Firm Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Firm Placing Shares for each managed account; (b) to make on its behalf
the representations, warranties, acknowledgements, undertakings and agreements
in this appendix and the announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Firm Placing in
the form provided to it by Numis;
6. the person whom it specifies for registration as holder of the Firm
Placing Shares will be (i) itself or (ii) 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 resulting from a failure to observe this
requirement. Each Firm Placee and any person acting on behalf of such Firm
Placee agrees to participate in the Firm Placing and it agrees to indemnify
the Company and Numis in respect of the same on the basis that the Firm
Placing Shares will be allotted to the CREST stock account of Numis who will
hold them as nominee on behalf of such Firm Placee until settlement in
accordance with its standing settlement instructions;
7. neither Numis nor any person affiliated with Numis or acting on its
behalf is responsible for or shall have any liability for any information,
representation or statement contained in this Announcement (including these
terms and conditions), the Placing Proof, the Prospectus or any information
previously published by or on behalf of the Company or any member of the Group
and will not be liable for any decision by a Firm Placee to participate in the
Firm Placing;
8. neither Numis, nor any person affiliated with Numis, nor any person
acting on its behalf is making any recommendations to any Firm Placee or
advising it regarding the suitability or merits of any transaction a Firm
Placee may enter into in connection with the Firm Placing, and that
participation in the Firm Placing is on the basis that the relevant Firm
Placee is not and will not be a client of Numis for the purposes of the Firm
Placing and each Firm Placee acknowledges that neither Numis, nor any person
affiliated with Numis, nor any person acting on its behalf has any duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Firm Placing or in respect of any
representations, warranties, undertakings or indemnities contained in the
Underwriting Agreement or for the exercise or performance of any of Numis's
rights and obligations thereunder, including any right to waive or vary any
condition or exercise any termination right contained therein;
9. it has not relied on Numis or any person affiliated with Numis in
connection with any investigation of the accuracy of any information contained
in this Announcement or its investment decision and it has relied on its own
investigation with respect to the Firm Placing Shares and the Company in
connection with its investment decision;
10. in agreeing to subscribe for Firm Placing Shares, it is relying on these
terms and conditions and the Placing Proof and not on any other information or
representation concerning the Group, the Firm Placing or the Firm Placing
Shares;
11. save in the event of fraud on its part (and to the extent permitted by
the rules of the FCA), no member of the Numis Group nor any of their
respective directors or employees shall be liable to any Firm Placee for any
matter arising out of the role of Numis as the Company's nominated adviser and
broker or otherwise, and that where any such liability nevertheless arises as
a matter of law each Firm Placee will immediately waive any claim against each
member of the Numis Group and any of their respective directors and employees
which a Firm Placee may have in respect thereof;
12. Numis does not owe any fiduciary or other duties to any Firm Placee in
respect of any representations, warranties, undertakings or indemnities in the
Underwriting Agreement
13. it has observed, and will observe, the laws of all relevant
jurisdictions, obtained any requisite consents, complied with all relevant
formalities and paid any issue, transfer or other taxes due in connection with
its subscription for Firm Placing Shares in any territory and it has not
taken, and will not take, any action which will or may result in Numis or the
Company being in breach of the legal or regulatory requirements of any
jurisdiction;
14. its application for Firm Placing Shares is irrevocable and if for any
reason it becomes necessary to adjust the expected timetable as set out in
this Announcement, the Placing Proof or the Prospectus, the Company will make
an appropriate announcement to a Regulatory Information Service giving details
of the revised dates;
15. its acceptance of the Firm Placing is not by way of acceptance of the
public offer to be made in the Prospectus and Application Form but is by way
of a collateral contract and, as such, section 87Q of FSMA does not entitle it
to withdraw in the event that the Company publishes a supplementary prospectus
in connection with the Firm Placing and Open Offer. If, however, it is
entitled to withdraw, by participating in the Firm Placing, it agrees to
confirm its acceptance of the offer on the terms contained in the
Announcement, including this Appendix, on the same terms immediately after
such right of withdrawal arises;
16. it will comply with the disclaimers contained in this Announcement and
the selling restrictions set out in these terms and conditions, the Placing
Proof and the Prospectus;
17. the Firm PlacingShares have not been and will not be registered under
the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and that, subject to certain exceptions, the Firm Placing Shares
may not be offered, sold, pledged, resold, transferred, delivered or
distributed into or within the United States;
18. it is: (i) located outside the United States and are not a US person as
defined in Regulation S and are subscribing for the Firm Placing Shares only
in "offshore transactions" as defined in and pursuant to Regulation S, and
(ii) it is not subscribing for Firm Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S or by means of any form
of "general solicitation" or "general advertising" as such terms are defined
in Regulation D under the Securities Act;
19. it is not and was not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at the time
the undertaking to subscribe for Firm Placing Shares was given and it is not
acquiring Firm Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Firm
Placing Shares into the United States and it will not reoffer, resell, pledge
or otherwise transfer the Firm Placing Shares except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
20. unless otherwise specifically agreed in writing with Numis, it is not
located in or a citizen or resident of or a corporation, partnership or other
entity created or organised in or under any laws of Australia, Canada, Japan,
the Republic of South Africa or Switzerland (each a "Restricted Jurisdiction")
and acknowledges that the Firm Placing Shares have not been and will not be
registered nor will a prospectus be prepared in respect of the Firm Placing
Shares under the securities legislation of any Restricted Jurisdiction and,
subject to certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, in or into those
jurisdictions;
21. it does not have a registered address in, and is not a citizen, resident
or national of, any jurisdiction in which it is unlawful to make or accept an
offer of the Firm Placing Shares and it is not acting on a non-discretionary
basis for any such person;
22. it has not, directly or indirectly, distributed, forwarded, transferred
or otherwise transmitted this Announcement, the Placing Proof, the Prospectus
or any other offering materials concerning the Firm Placing and Open Offer to
any persons within the United States or any Restricted Jurisdiction, nor will
it do any of the foregoing;
23. if the Firm Placing does not proceed or the conditions to the
Underwriting Agreement are not satisfied then none of Numis or the Company,
nor persons controlling, controlled by or under common control with any of
them nor any of their respective employees, agents, officers, members,
stockholders, partners or representatives, shall have any liability whatsoever
to you or any other person;
24. if it confirms to Numis on behalf of a Firm Placee an agreement to
subscribe for Firm Placing Shares and/or authorises Numis to notify such Firm
Placee's name to the Registrars, it represents and warrants that it has
authority to do so on behalf of that Firm Placee;
25. (i) it has complied with its obligations under the Criminal Justice Act
1993, Part VIII of FSMA and the EU Market Abuse Regulation (EU/596/2014), (ii)
in connection with money laundering and terrorist financing, it has complied
with its obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money
Laundering Regulations 2007 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations promulgated
by, the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to financial
sanctions imposed pursuant to a regulation of the European Union or a
regulation adopted by the United Nations (together, the "Regulations"); 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 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 and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to Numis such evidence, if any, as to the identity or location or
legal status of any person which Numis may request from it in connection with
the Firm Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by Numis on
the basis that any failure by it to do so may result in the number of Firm
Placing Shares that are to be purchased by it or at its direction pursuant to
the Firm Placing being reduced to such number, or to nil, as Numis may decide
in its absolute discretion;
26. it is not, and it is not applying as nominee or agent for, a person to
whom the issue would give rise to a liability under any of sections 67, 70, 93
and 96 of the Finance Act 1986 (depository receipts and clearance services)
and that the Firm Placing Shares allocated to it are not being acquired in
connection with arrangements to issue depository receipts or to issue or
transfer Firm Placing Shares into a clearing system;
27. if it is a resident in the European Economic Area, it is, unless
otherwise specifically agreed with Numis in writing, a "qualified investor"
within the meaning of the law in the Relevant Member State implementing
Article 2(1)(e)(i), (ii) or (iii) of the Directive 2003/71/EC, as amended (the
"Prospectus Directive");
28. if it is a financial intermediary, as that term is used in Article 3(2)
of the Prospectus Directive, it represents and warrants that the Firm Placing
Shares purchased by it in the Firm 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 the offer
or resale;
29. if in the United Kingdom, it (i) falls within article 19(5) of the
Order; (ii) falls within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) is a person to whom
this Announcement may otherwise be lawfully communicated and in the case of
(i) and (ii) undertakes that it will acquire, hold, manage or dispose of any
Firm Placing Shares that are allocated to it for the purposes of its
business;
30. unless specifically agreed with Numis, it is a "professional client"
within the meaning of Chapter 3.5 of the Financial Conduct Authority's Conduct
of Business Sourcebook ("COBS") or an "eligible counterparty" within the
meaning of Chapter 3.6 of the COBS;
31. Numis does not have any duties or responsibilities to it, or its
clients, similar or comparable to the duties of "best execution" and
"suitability" imposed by COBS and that Numis is not acting for it or its
clients and that Numis will not be responsible for providing protections to it
or its clients;
32. 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 Firm Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised person;
33. it has complied and will comply with all applicable provisions of FSMA
with respect to anything done by it in relation to the Firm Placing Shares in,
from or otherwise involving, the United Kingdom;
34. the exercise by Numis of any rights or discretions under the
Underwriting Agreement shall be within Numis' absolute discretion and Numis
need not have any reference to it and shall have no liability to it whatsoever
in connection with any decision to exercise or not to exercise any such right
and it agrees that it shall have no rights against Numis or its directors or
employees under the Underwriting Agreement;
35. any money held in an account with Numis on its behalf and/or any person
acting on its behalf will not be treated as client money within the meaning of
the rules and regulations of the Financial Conduct Authority ("FCA"). Each
Firm Placee further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from Numis' money in accordance with such client
money rules and will be used by Numis in the course of its own business and
each Firm Placee will rank only as a general creditor of Numis;
36. the allocation of Firm Placing Shares shall be determined by Numis in
its absolute discretion but in consultation with the Company and that Numis
may scale down any commitments for this purpose on such basis as it may
determine;
37. time shall be of the essence as regards its obligations to settle
payment for the Firm Placing Shares allocated to it and to comply with its
other obligations under the Firm Placing;
38. these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions and any non-contractual obligations
arising out of or in connection with such agreement shall be governed by and
construed in accordance with the laws of England and Wales 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 (including non-contractual matters) arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Firm Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Numis in any jurisdiction
in which the relevant Firm Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
39. agrees to indemnify on an after-tax basis and hold the Company, Numis
and their respective affiliates 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 in this appendix and further
agrees that the provisions of this appendix shall survive after completion of
the Firm Placing;
40. 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 Firm Placing Shares in any country or
jurisdiction where any such action for that purpose is required;
41. it is aware that it may be required to bear, and it, and any accounts
for which it may be acting, are able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Firm Placing;
42. it has relied upon its own examination and due diligence of the Company
and its associates taken as a whole, and the terms of the Firm Placing,
including the merits and risks involved;
43. its commitment to subscribe for Firm Placing Shares on the terms set out
herein and in the trade confirmation or contract note will continue
notwithstanding any amendment that may in future be made to the terms of the
Firm Placing and that Firm Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's conduct
of the Firm Placing;
44. Numis or any of its affiliates acting as an investor for their own
account may take up shares in the Company and in that capacity may retain,
purchase or sell for its own account such shares and may offer or sell such
shares other than in connection with the Firm Placing; and
45. agrees that the Company, Numis and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and undertakings which are given to Numis on its
own behalf and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Numis and the Company and are irrevocable and shall
not be capable of termination in any circumstances. The Company and Numis
will rely upon the truth and accuracy of the foregoing representations,
acknowledgements, agreements and undertakings.
The agreement to settle a Firm Placee's subscription (and/or the subscription
of a person for whom such Firm Placee is contracting as agent) free of stamp
duty and stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Firm
Placing Shares in question. Such agreement assumes that the Firm Placing
Shares are not being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Firm Placing Shares into a clearance
service. If there are any such arrangements, or the settlement relates to any
other subsequent dealing in the Firm Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Numis will be
responsible, and the Firm Placee to whom (or on behalf of whom, or in respect
of the person for whom it is participating in the Firm Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Firm Placing Shares
has given rise to such UK stamp duty or stamp duty reserve tax undertakes to
pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on
an after-tax basis and to hold harmless the Company and Numis in the event
that any of the Company and/or Numis has incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each Firm Placee
should seek its own advice and notify Numis accordingly.
In addition, Firm 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 outside the UK by them or any other person
on the subscription by them of any Firm Placing Shares or the agreement by
them to subscribe for any Firm Placing Shares.
Each Firm Placee and any
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