REG - AFC Energy Plc - Fundraising
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF AFC ENERGY PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
30 June 2020
AFC Energy plc
("AFC" or the "Company")
Proposed Fundraising to raise up to £30 million
Trading Update
AFC Energy plc (AIM: AFC), a leading provider of hydrogen power generation technologies, announces its intention to raise gross proceeds of up to £30 million by means of a placing of new Ordinary Shares to institutional and other investors (the "Placing"), an offer for subscription to retail and other investors via the PrimaryBid platform (the "PrimaryBid Offer") and a subscription of new Ordinary Shares (the "Subscription") (together the "Fundraising"), in each case at a price of 16 pence per share ("Issue Price").
The Issue Price represents a discount of approximately 25.2 per cent. to the closing mid-market price of 21.4 pence per Ordinary Share on 29 June 2020, being the latest practicable date prior to the publication of this Announcement.
The Directors have concluded that proceeding with the Fundraising is the most suitable option available to the Company for raising additional funds through the issue of new Ordinary Shares and that issuing the new Ordinary Shares at a discount is fair and reasonable so far as all existing Shareholders are concerned. The Issue Price has been set by the Joint Bookrunners, after consultation with the Company, following its assessment of market conditions and following discussions with a number of institutional investors.
The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix III to this Announcement and will close on 1 July 2020.
Fundraising Highlights
· Fundraising by way of the Placing, the PrimaryBid Offer and the Subscription to raise in aggregate up to approximately £30 million (before expenses) through the issue of an aggregate of approximately 187,500,000 new Ordinary Shares at the Issue Price.
· Placing, to be conducted via an accelerated bookbuild process, of new Ordinary Shares at the Issue Price.
· The Company also intends to launch an offer for subscription to be conducted by PrimaryBid on behalf of the Company at the Issue Price.
· The Company has conditionally raised £0.1 million (before expenses) through the Subscription of 625,000 new Ordinary Shares at the Issue Price.
· The Issue Price represents a discount of approximately 25.2 per cent. to the closing mid-market price of 21.4 pence per Ordinary Share on 29 June 2020, being the latest practicable date prior to the publication of this Announcement.
· The Fundraising Shares, assuming full take-up, will represent approximately 28 per cent. of the Enlarged Issued Share Capital.
· The net proceeds of the Fundraising will be used to support the continued development of the Company as it moves from the development phase of its products and technology into the manufacture and commercialisation of them.
Highlights - Trading Update
· The Company's interim results for the six month period ended 30 April 2020 are expected to report a loss after tax for the six months of approximately £1.8m (H1 2019: Loss of £1.9 million).
· The interim results are expected to be announced in the week commencing 20 July 2020.
The Fundraising
The Fundraising comprises a proposed placing, an offer for subscription through PrimaryBid and a subscription of new Ordinary Shares to be effected in two tranches, one unconditional and one conditional. The first unconditional tranche of up to 95,472,000 new Ordinary Shares (the "Firm Fundraising Shares") will utilise the Company's existing shareholder authorities to issue the Firm Placing Shares and the PrimaryBid Shares on a non-pre-emptive basis for cash (the "Firm Fundraising"). The Firm Fundraising Shares will be subject to two Admissions, the first admission being in respect of the Tax Qualifying Shares and the second admission being in respect of the remaining Firm Fundraising Shares. The second conditional tranche of approximately 92,028,000 new Ordinary Shares (the "Conditional Fundraising Shares") will be conditional (amongst other things) on the passing of resolutions to grant authority to the Directors at a General Meeting to allot the Conditional Placing Shares and the Subscription Shares for cash and to disapply statutory pre-emption rights.
WH Ireland Limited ("WH Ireland"), M C Peat & Co LLP ("M C Peat & Co"), Zeus Capital Limited ("Zeus") and LGB & Co. Ltd ("LGB") are acting as Joint Bookrunners in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement and is expected to close on 1 July 2020.
The timing of the closing of the Bookbuild and the allocation of Placing Shares to be issued at the Issue Price are to be determined at the discretion of the Company and the Joint Bookrunners.
A further announcement will be made following the close of the Bookbuild, confirming final details of the Placing.
The expected timetable of principal events is set out in Appendix I to this Announcement.
PrimaryBid intends to conduct offers for subscription on behalf of the Company on the terms set out in a separate announcement to be made by the Company immediately after this announcement.
Neither the Placing nor the PrimaryBid Offer is underwritten.
The Placing is not conditional upon completion of the PrimaryBid Offer or the Subscription.
The Joint Bookrunners are playing no role in connection with the PrimaryBid Offer or the Subscription.
The Fundraising is conditional upon (amongst other things) the Placing Agreement not having been terminated prior to First Admission, Second Admission and Third Admission as appropriate. The Fundraising is not conditional on a minimum amount being raised.
AFC Energy plc
Adam Bond (Chief Executive Officer)
+44 (0) 1483 276 726
WH Ireland - Nominated Adviser and Joint Bookrunner
Mike Coe / Chris Savidge (Corporate Finance)
Jasper Berry (Corporate Broking)
+44 (0) 207 220 1666
M C Peat & Co LLP - Joint Bookrunner
Charlie Peat
+44 (0) 20 7104 2334
Zeus Capital Ltd - Joint Bookrunner
Dan Harris (Corporate Finance)
John Goold / Dominic King (Corporate Broking)
+44 (0) 203 829 5000
LGB & Co. Ltd - Joint Bookrunner
Chris Stebbings
+44 (0) 207 518 9890
Tuva Partners - Public Relations
Alex Brooks
+44 (0) 7900 205 460
Additional Information
Background to, and reasons for, the Fundraising
The Company is entering into a new phase of its business as it plans to deploy its products commercially. As it does so, an increasing emphasis will be placed on the manufacturing scale up and commercial deployment of its fuel cell systems and the resources necessary to implement this.
The Company believes that with systems built and available for deployment, the ability to meet customer demand will be accelerated.
To this end, the Company is looking to raise gross proceeds of up to £30 million by means of the Fundraising.
Use of proceeds
The proceeds of the Fundraising will be used to support the continued development of the Company as it moves from the development phase of its products and technology into the manufacture and commercialisation of them.
In particular, the proceeds of the Fundraising will facilitate:
· the multiple manufacture of new H-PowerTM fuel cell systems capable of deployment in the next 12-24 months to meet projected customer demand - combined 20kW and 160kW units are expected to be built, including the 160kW H-PowerTM system for trialling by ACCIONA in 2021;
· the employment of new manufacturing, product engineers and commercial staff in support of the deployment of H-PowerTM systems into the Company's key target markets (electric vehicles and construction);
· the development and implementation of its strategy for scale up of manufacturing and system assembly;
· an acceleration in the development of the Company's AlkaMemTM anion exchange membrane with scale up of manufacture and validation testing pre commercial deployment; and
· the delivery of solid-state membrane fuel cell system (HydroX-Cell(S)TM) for published target release date in 2022 which the Directors expect will open new markets.
In addition, the Fundraising will also support and finance the warranties required in connection with systems deployed into commercial applications.
Further details of the Placing
Pursuant to the Placing Agreement, the Joint Bookrunners, as agents for the Company, have conditionally agreed to use reasonable endeavours to procure subscribers at the Issue Price for the Placing Shares.
The Joint Bookrunners intend to conditionally place the Placing Shares with certain institutional and other investors at the Issue Price.
The Firm Placing is conditional upon (amongst other things) the Placing Agreement not having been terminated and, in the case of the Tax Qualifying Shares, First Admission occurring on or before 8.00 a.m. on 3 July 2020 (or such later date and/or time as the Joint Bookrunners and the Company may agree, being no later than 8.00 a.m. on 10 July 2020) and, in the case of the Non-Tax Qualifying Shares, Second Admission occurring on or before 8.00 a.m. on 6 July 2020 (or such later date and/or time as the Joint Bookrunners and the Company may agree, being no later than 8.00 a.m. on 13 July 2020).
The Conditional Placing is conditional upon (amongst other things) the Placing Agreement not having been terminated, the passing of the Resolutions at the General Meeting and Third Admission occurring on or before 8.00 a.m. on 20 July 2020 (or such later date and/or time as the Joint Bookrunners and the Company may agree, being no later than 8.00 a.m. on 31 July 2020).
The Placing Agreement contains customary warranties from the Company in favour of the Joint Bookrunners in relation to, inter alia, the accuracy of the information in this Announcement and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify the Joint Bookrunners in relation to certain liabilities that they may incur in respect of the Placing.
The Joint Bookrunners (acting in good faith) have the right to terminate the Placing Agreement in certain circumstances prior to First Admission in respect of the Tax Qualifying Shares, after First Admission and before Second Admission in respect of the Non-Tax Qualifying Shares, and after Second Admission and before Third Admission in respect of the Conditional Fundraising Shares, including (but not limited to): in the event that there is a breach, or an alleged breach, of any of the warranties in the Placing Agreement or there is a material adverse change affecting the condition (financial, operational, legal or otherwise), earnings, management, funding position, solvency, business affairs or operations of the Company, whether or not foreseeable as at the date of the Placing Agreement and whether or not arising in the ordinary course of business. The Joint Bookrunners may also terminate the Placing Agreement if there has been a material adverse change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges or a material disruption in commercial banking or securities settlement or clearance which, in the opinion of a Joint Bookrunner (acting in good faith), makes it impractical or inadvisable to proceed with the Placing.
The Placing Shares are not subject to clawback. The Placing is not being underwritten. The Placing is not conditional on a minimum amount being raised.
The PrimaryBid Offer
PrimaryBid intends to conduct an offer for subscription on behalf of the Company on the terms set out in a separate announcement to be made by the Company immediately after this announcement.
The PrimaryBid Offer is conditional upon (amongst other things) the Placing Agreement not having been terminated and Second Admission occurring on or before 8.00 a.m. on 6 July 2020 (or such later date and /or time as the Joint Bookrunners and the Company may agree, being no later than 8.00 a.m. on 13 July 2020 in respect of the Firm Placing).
The Joint Bookrunners are playing no role in connection with the PrimaryBid Offer.
The Subscription
Under the Subscription, the Company has conditionally raised approximately £0.1 million (before expenses) by way of the subscription of 625,000 new Ordinary Shares at the Issue Price.
The Subscription is conditional upon (amongst other things) the Placing Agreement not having been terminated, the passing of the Resolutions at the General Meeting and Third Admission occurring on or before 8.00 a.m. on 20 July 2020 (or such later date and/or time as the Joint Bookrunners and the Company may agree, being no later than 8.00 a.m. on 31 July 2020).
Fundraising Shares
The Fundraising Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in issue, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Applications have or will be made to London Stock Exchange for admission of the Firm Fundraising Shares and the Conditional Fundraising Shares to trading on AIM.
It is expected that First Admission of the Tax Qualifying Shares will take place on or before 8.00 a.m. on 3 July 2020 and that dealings in the Tax Qualifying Shares on AIM will commence at the same time.
It is expected that Second Admission of Non-Tax Qualifying Shares will take place on or before 8.00 a.m. on 6 July 2020 and that dealings in the Non-Tax Qualifying Shares on AIM will commence at the same time.
It is expected that Third Admission of the Conditional Fundraising Shares will take place on or before 8.00 a.m. on 20 July 2020 and that dealings in the Conditional Fundraising Shares on AIM will commence at the same time.
General Meeting
The General Meeting will be held at 11.00 a.m. on 17 July 2020, at which the Resolutions will be proposed for the purpose, amongst other things, of implementing Third Admission as follows:
· Resolution 1 - a special resolution to issue and allot the Conditional Fundraising Shares.
· Resolution 2 - an ordinary resolution to provide general authority for the Directors to issue and allot a further £2,219,965.48 in nominal amount of Ordinary Shares from time to time, being an amount equal to approximately 33 per cent. of the Enlarged Issued Share Capital.
· Resolution 3 - a special resolution to disapply statutory pre-emption rights in relation to the allotment by the Directors of a further £665,989.64 in nominal amount of Ordinary Shares, being an amount equal to approximately 10 per cent. of the Enlarged Issued Share Capital, pursuant to the authority to be granted pursuant to Resolution 2 above.
In light of the Government's directive limiting gatherings, it is necessary for the Company to restrict physical participation at the General Meeting in line with current guidance and legislation. The General Meeting will be kept as concise and efficient as possible and physical attendance will be limited to the minimum number of persons to ensure the meeting is quorate and can conduct the business of the meeting.
Shareholders will still be able to ask questions by email ahead of the meeting.
Given the restrictions on travel and public gatherings, the Company intends to limit physical participation of shareholders in the meeting.
As such, the Company invites shareholders to submit any specific questions in advance of the General Meeting. Any specific questions on the business of the General Meeting and Resolutions can be submitted ahead of the General Meeting by e-mail to info@afcenergy.com (marked for the attention of the CEO).
Trading update
Since the announcement of its final results for the year ended 31 October 2019 on 28 February, the Company has continued discussions with potential customers in anticipation of commercial deployment of its products.
The Company believes that had there been sufficient fuel cell systems manufactured and available for deployment in advance of contracts this would have simplified commercial negotiations and customer decision making.
The Company is focussed on scaling up its manufacturing capability and internal technical support across engineering and manufacturing teams to meet the needs of potential clients.
This strategy includes advancing work on the Company's HydroX-Cell(S)TM system and AlkaMemTM with prototype units expected later this year, building on interest in AlkaMemTM in non-fuel cell applications following recent deployment of sample products to commercial and academic institutions in Europe with an emphasis on Germany.
The Company's interim results for the six months ended 30 April 2020 are expected to report a loss after tax for the six months of approximately £1.8 million (H1 2019: Loss £1.9 million). The interim results are expected to be announced in the week commencing 20 July 2020.
In accordance with MAR, the Company is currently in a closed period due to the forthcoming release of its interim results for the six month period ended 30 April 2020 and therefore the Directors cannot participate and will not be participating in the Fundraising.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward- looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor the Joint Bookrunners nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser, Joint Broker and Joint Bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on WH Ireland by FSMA or the regulatory regime established thereunder, WH Ireland accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. WH Ireland accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of WH Ireland as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.
M C Peat & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting as Joint Broker and Joint Bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on M C Peat & Co by FSMA or the regulatory regime established thereunder, M C Peat & Co accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. M C Peat & Co accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
Zeus, which is authorised and regulated in the United Kingdom by the FCA, is acting solely as Joint Bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Zeus by FSMA or the regulatory regime established thereunder, Zeus accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Zeus accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
LBG, which is authorised and regulated in the United Kingdom by the FCA, is acting solely as Joint Bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on LBG by FSMA or the regulatory regime established thereunder, LBG accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. LBG accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.
No public offering of securities is being made 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 New Ordinary Shares; and the New Ordinary Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or the Republic of South Africa. Accordingly, the New Ordinary 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 Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or the Republic of South Africa or to any investor located or resident in Canada.
No public offering of the New Ordinary Shares is being made in the United States, United Kingdom or elsewhere. All offers of the New Ordinary Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measure in any member state of the of the European Economic Area ("Member States") (the "Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
The information in this Announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to the company's proposed strategy, plans and objectives. Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which the company operates) that could cause the actual performance or achievements on the company to be materially different from such forward-looking statements.
The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. 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.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States who are qualified investors (within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are 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 terms and conditions set out herein 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 and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement 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.
The New Ordinary Shares to be issued pursuant to the Placing and the PrimaryBid Offer will not be admitted to trading on any stock exchange other than AIM.
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, this Announcement.
APPENDIX I
Expected Timetable for the Fundraising
2020
Announcement of the Fundraising
16:35 p.m. on 30 June
Announcement of the results of the Fundraising
7.00 a.m. 1 July
Circular and Form of Proxy posted to Shareholders
1 July
First Admission of the Tax Qualifying Shares to trading on AIM
8.00 a.m. on 3 July
Expected date for CREST accounts to be credited in respect of the Tax Qualifying Shares in uncertificated form
3 July
Second Admission of the Non-Tax Qualifying Shares
8.00 a.m. on 6 July
Expected date for CREST accounts to be credited in respect of the Non-Tax Qualifying Shares in uncertificated form
6 July
Latest time and date for receipt of Forms of Proxy
11 a.m. on 15 July
General Meeting
11 a.m. on 17 July
Third Admission of the Conditional Fundraising Shares to trading on AIM
20 July
Expected date for CREST accounts to be credited in respect of the Conditional Fundraising Shares in uncertificated form
20 July
Where applicable, expected date for dispatch of definitive share certificates for Fundraising Shares in certificated form
Within 14 days of First Admission, Second Admission and Third Admission as appropriate
Long Stop Date
8:00 a.m. on 31 July 2020
APPENDIX II
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
"Admissions"
any of First Admission, Second Admission and/or Third Admission as the context applies
"AIM''
the market of that name operated by the London Stock Exchange
"AIM Rules"
the AIM Rules for Companies published by the London Stock Exchange from time to time
"Announcement"
this announcement
"Articles"
the articles of association of the Company (as amended from time to time)
"Bookbuild"
the accelerated bookbuilding to be conducted by the Joint Bookrunners pursuant to the Placing Agreement and this Announcement
"Business Day"
any day on which banks are usually open for business in England and Wales for the transaction of sterling business, other than a Saturday, Sunday or public holiday
"Circular"
the circular of the Company to be posted to Shareholders on or around 1 July 2020 giving (amongst other things) details of the Fundraising and incorporating the Notice of General Meeting
"Closing Price"
the closing middle market price of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange
"Company" or "AFC"
AFC Energy plc, a company incorporated in England and Wales under the Companies Act 1985 with registered number 05668788
"Companies Act"
the Companies Act 2006, as amended
"Conditional Fundraise"
the Conditional Placing and the Subscription
"Conditional Fundraising Shares"
approximately 92,028,000 new Ordinary Shares comprising the Conditional Placing Shares and the Subscription Shares
"Conditional Placing"
the conditional placing by the Joint Bookrunners (on behalf of the Company) of the Conditional Placing Shares at the Issue Price subject to, inter alia, the passing of the Resolutions and Third Admission
"CREST" or "CREST system"
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
"CREST Regulations"
the Uncertificated Securities Regulations 2001 (SI2001/3755)
"Directors" or "Board"
the directors of the Company or any duly authorised committee thereof
"EEA"
the European Economic Area, comprising the European Union, Iceland, Liechtenstein and Norway an "Member State" shall be construed accordingly
"EIS"
the Enterprise Investment Scheme under the provisions of Part 5 of the UK Income Tax Act 2007 (as amended)
"Enlarged Issued Share Capital"
the Ordinary Shares which shall be in issue immediately following Third Admission
"Euroclear"
Euroclear UK & Ireland Limited, the operator of CREST
"Existing Ordinary Shares"
the 478,489,644 Ordinary Shares in issue at the date of this Announcement
"FCA"
the Financial Conduct Authority
"Firm Fundraise"
the Firm Placing and PrimaryBid Offer
"Firm Fundraising Shares"
up to 95,472,000 new Ordinary Shares comprising the Firm Placing Shares and the PrimaryBid Shares
"Firm Placing"
the placing of the Firm Placing Shares at the Issue Price by the Joint Bookrunners on behalf of the Company
"Firm Placing Shares"
such number of Ordinary Shares, comprising the Tax Qualifying Shares and the Non-Tax Qualifying Shares, to be allotted and issued pursuant to the Firm Placing
"First Admission"
admission of the Tax Qualifying Shares to AIM becoming effective in accordance with Rule 6 of the AIM Rules
"FSMA"
the Financial Services and Markets Act 2000
"Fundraising"
the proposed Placing, the PrimaryBid Offer and Subscription of new Ordinary Shares
"Fundraising Shares"
the Firm Fundraising Shares and the Conditional Fundraising Shares
"General Meeting"
the general meeting of the Company convened for 11 a.m. on 17 July 2020 (or any adjournment thereof) at which the Resolutions will be proposed, notice of which is set out at the end of the Circular
"HMRC"
HM Revenue & Customs in the UK
"Issue Price"
16 pence per New Ordinary Share
"ITA 2007"
Income Tax Act 2007
"Joint Bookrunners"
WH Ireland, M C Peat & Co, Zeus and LGB
"LGB"
LGB & Co. Ltd, joint bookrunner to the Company in respect of the Placing
"London Stock Exchange"
London Stock Exchange plc
"Long Stop Date"
31 July 2020
"MAR" or "Market Abuse Regulation"
the Market Abuse Regulation (2014/596/EU) (incorporating the technical standards, delegated regulations and guidance notes, published by the European Commission, London Stock Exchange, the FCA and the European Securities and Markets Authority)
"Material Adverse Change"
any material adverse change in, or any development involving a prospective material adverse change in or affecting the condition (financial, operational, legal or otherwise), earnings, management, funding position, solvency, business affairs or operations of the Company, whether or not foreseeable at the date of the Placing Agreement and whether or not arising in the ordinary course of business
"M C Peat & Co"
M C Peat & Co LLP, joint bookrunner to the Company in respect of the Placing
"Money Laundering Regulations"
the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), the money laundering provisions of the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and the Criminal Finances Act 2017
"New Ordinary Shares"
the new Ordinary Shares to be issued pursuant to the Fundraising, the number of which will be announced by the Company on completion of the Bookbuild and PrimaryBid Offer
"Non-Tax Qualifying Shares"
the Firm Placing Shares other than the Tax Qualifying Shares
"Notice of General Meeting"
the notice of General Meeting to be sent to Shareholders proposing the Resolutions
"Ordinary Shares"
ordinary shares of 0.1 pence each in the capital of the Company
"Placee"
any person subscribing for and/or purchasing Placing Shares pursuant to the Placing
"Placing"
the Firm Placing and the Conditional Placing by the Joint Bookrunners on behalf of the Company at the Issue Price pursuant to the Placing Agreement
"Placing Agreement"
the agreement dated 30 June 2020 between the Company and the Joint Bookrunners relating to the Placing
"Placing Shares"
the new Ordinary Shares to be issued pursuant to the Placing, the number of which will be announced by the Company on completion of the Bookbuild
"Presentation"
the investor presentation to prospective Placees relating to the Company and its business
"PrimaryBid"
means PrimaryBid Limited, a limited company registered in England and Wales (No. 08092575) with its registered office at 21 Albemarle Street, London W1S 4BS.
"PrimaryBid Offer"
the offer for subscription conducted by PrimaryBid of the PrimaryBid Shares at the Issue Price
"PrimaryBid Shares"
the Ordinary Shares, to be allotted and issued pursuant to the PrimaryBid Offer
"Prospectus Regulation Rules Sourcebook"
the prospectus rules made by the FCA in exercise of its functions as competent authority pursuant to Part VI of FSMA, as amended from time to time
"Prospectus Regulation"
Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017
"Publicly Available Information"
any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement
"Registrar"
Computershare Limited, a limited company registered in England and Wales (No. 03015818) with its registered office at The Pavilions, Bridgwater Road, Bristol, BS99 7NH
"Regulatory Information Service"
one of the regulatory information services authorised by the FCA acting in its capacity as the UK listing authority to receive, process and disseminate regulatory information
"Resolutions"
the resolutions to be proposed at the General Meeting and set out in the Notice of General Meeting
"Second Admission"
admission of the Non-Tax Qualifying Shares and PrimaryBid Shares to AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Securities Act"
the United States Securities Act of 1933, as amended
"Shareholders"
the holders of Ordinary Shares (as the context requires) at the relevant time
"Specified Event"
an event occurring or matter arising on or after the date of the Placing Agreement and before the relevant Admission which if it had occurred or arisen before the date of the Placing Agreement would have rendered any of the warranties given by the Company to the Joint Bookrunners, untrue, inaccurate or misleading
"Subscription"
the proposed subscription of the Subscription Shares
"Subscription Shares"
the Subscription Shares proposed to be issued pursuant to the Subscription
"Tax Qualifying Shares"
the Firm Placing Shares that the Directors believe will rank as 'eligible shares' for the purposes of EIS or will be capable of being a 'qualifying holding' for the purposes of investment by VCTs.
"Third Admission"
admission of the Conditional Placing Shares and the Subscription Shares to AIM becoming effective in accordance with Rule 6 of the AIM Rules
"uncertificated" or "in uncertificated form"
recorded on the relevant register of Ordinary Shares as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or ''UK"
the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction
"US Person"
has the meaning set out in Regulation S of the Securities Act
"VCT"
a company which is, or which is seeking to become, approved as a venture capital trust under the provisions of Part 6 of the Income Tax Act 2007
"WH Ireland"
WH Ireland Limited, nominated adviser to the Company and joint bookrunner to the Company in respect of the Placing
"Zeus"
Zeus Capital Limited, joint bookrunner to the Company in respect of the Placing
"£", "pounds sterling", "pence" or "p"
are references to the lawful currency of the United Kingdom
"€" or "Euros"
are references to the lawful currency of the European Union.
APPENDIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (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 OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE AND ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION; AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) 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 RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT 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. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT 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 SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF 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 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 PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW ORDINARY 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.
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 or the South African Reserve Bank; and the New Ordinary 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 New Ordinary 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 or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the New Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
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.
These terms and conditions apply to persons making an offer to acquire Placing Shares. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if the Joint Bookrunners confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Issue 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.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners and the Company have entered into a Placing Agreement, under which the Joint Bookrunners have, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten by the Joint Bookrunners or any other person.
The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of the Joint Bookrunners in consultation with the Company and a further announcement confirming these details will be made in due course.
The Placing Shares will, when issued, be subject to the Articles, will be credited as fully paid and will rank pari passu in all respects with the Existing Issued Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.
The New Ordinary Shares will trade on AIM under AFC with ISIN GB00B18S7B29.
Application for admission to trading
Applications have or will be made to London Stock Exchange for admission to trading of the New Ordinary Shares on AIM.
It is expected that First Admission of the Tax Qualifying Shares will take place on or before 8.00 a.m. on 3 July 2020 and that dealings in the Tax Qualifying Shares on AIM will commence at the same time.
It is expected that Second Admission of the Firm Fundraising Shares excluding the Tax Qualifying Shares will take place on or before 8.00 a.m. on 6 July 2020 and that dealings in the Firm Fundraising Shares excluding the Tax Qualifying Shares on AIM will commence at the same time.
It is expected that Third Admission of the Conditional Fundraising Shares will take place on or before 8.00 a.m. on 20 July 2020 and that dealings in the Conditional Fundraising Shares on AIM will commence at the same time.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by potential Placees at the Issue Price. This Appendix 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.
The Joint Bookrunners 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. The Joint Bookrunners are arranging the Placing as agents for the Company.
2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Joint Bookrunners. The Joint Bookrunners are entitled to participate in the Placing as principals.
3. The Bookbuild will establish the number of Placing Shares to be placed at the Issue Price.
4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual contact at the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the discretion of the Joint Bookrunners. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Joint Bookrunners following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The Joint Bookrunners' oral or emailed confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Joint Bookrunners and the Company, under which it agrees to acquire by subscription or purchase the number of Placing Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the Joint Bookrunners' consent, such commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be placed at the Issue Price.
8. Subject to paragraphs 4 and 5 above, the Joint Bookrunners may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with Joint Bookrunners' consent will not be capable of variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or other announcement will be made by Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be placed pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12. All obligations of Joint Bookrunners under the Placing will be subject to fulfilment 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".
13. 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.
14. To the fullest extent permitted by law and the applicable rules of the Financial Conduct Authority ("FCA"), neither the Joint Bookrunners nor any of each of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the delivery of the Placing Shares to the Placees and Joint Bookrunners and each of their affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, none of the Joint Bookrunners nor any of each of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) to the Placees in respect of the Joint Bookrunners' conduct of the Placing.
Conditions of the Placing
First Admission
The Joint Bookrunners' obligations under the Placing Agreement in respect of the Tax Qualifying Shares for First Admission are conditional on, among other things:
A) the Company having allotted the Tax Qualifying Shares, subject only to First Admission;
B) none of the warranties given by the Company to the Joint Bookrunners being untrue, inaccurate or misleading in each case by reference to the facts and circumstances then subsisting;
C) the Company having performed all of its obligations under the Placing Agreement to be performed prior to First Admission and not being in breach of the Placing Agreement;
D) there not having occurred, in the opinion of the Banks (acting together and in good faith), a Material Adverse Change at any time prior to First Admission; and
E) First Admission having become effective at or before 8.00 a.m. on 3 July 2020 (or such later time or date as the Company and the Joint Bookrunners may agree, not later than 8.00 a.m. on 10 July 2020).
Second Admission
The Joint Bookrunners' obligations under the Placing Agreement in respect of the Non-Tax Qualifying Shares for Second Admission are conditional on, among other things:
A) the satisfaction by the Company of the First Admission conditions;
B) none of the warranties given by the Company to the Joint Bookrunners being untrue, inaccurate or misleading in each case by reference to the facts and circumstances then subsisting;
C) the Company having performed all of its obligations under the Placing Agreement to be performed prior to Second Admission and not being in breach of the Placing Agreement;
D) there not having occurred, in the opinion of the Banks (acting together and in good faith), a Material Adverse Change at any time prior to Second Admission; and
E) Second Admission having become effective at or before 8.00 a.m. on 6 July 2020 (or such later time or date as the Company and the Joint Bookrunners may agree, not later than 8.00 a.m. on 13 July 2020).
Third Admission
The Joint Bookrunners' obligations under the Placing Agreement in respect of the Conditional Placing Shares for Third Admission are conditional on, among other things:
A) the satisfaction by the Company of the First Admission conditions and Second Admission conditions;
B) the Company having allotted the Conditional Placing Shares, subject only to Third Admission;
C) the Resolutions having been duly passed by the Shareholders;
D) none of the warranties given by the Company to the Joint Bookrunners being untrue, inaccurate or misleading in each case by reference to the facts and circumstances then subsisting;
E) the Company having performed all of its obligations under the Placing Agreement to be performed prior to Third Admission and not being in breach of the Placing Agreement;
F) there not having occurred, in the opinion of the Banks (acting together and in good faith), a Material Adverse Change at any time prior to Third Admission; and
G) Third Admission having become effective at or before 8.00 a.m. on 20 July 2020 (or such later time or date as the Company and the Joint Bookrunners may agree, not later than 8.00 a.m. on 31 July 2020).
If: (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Joint Bookrunners by the respective time or date as specified above; (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse 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 the Placee in respect thereof.
The Joint Bookrunners may (acting together), at their sole discretion and upon such terms as they think fit, waive or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the conditions relating to the relevant Admission taking place and, in the case of Third Admission, the Resolutions being duly passed by the Shareholders may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Joint Bookrunners, the Company nor any of their respective affiliates 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 the Joint Bookrunners.
Right to terminate the Placing Agreement
The Joint Bookrunners are entitled, at any time (1) before First Admission in relation to the First Admission; (2) subsequent to First Admission and prior to Second Admission in relation to the Second Admission; and (3) subsequent to Second Admission and prior to Third Admission in relation to the Third Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including:
A) any statement contained in the Placing Documents or documents issued by the Company in connection with the PrimaryBid Offer (the "Public Offer Documents") has, in the opinion of the Joint Bookrunners (acting in good faith), become or is discovered to be untrue, inaccurate or misleading; or
B) any matters have arisen or have been discovered which would, if the Placing Documents or Public Offer Documents were to be issued at that time, constitute an omission therefrom; or
C) any of the conditions to the relevant Admission has become incapable of satisfaction before the latest time provided or any of the conditions has not been satisfied before the latest time provided in the Placing Agreement and in either case has not been waived; or
D) there has, in the opinion of a Joint Bookrunner (acting in good faith), been a breach, or an alleged breach, of any of the Warranties; or
E) in the opinion of a Joint Bookrunner (acting in good faith), a Specified Event has occurred; or
F) the Company fails, in any respect which is material in the opinion of a Joint Bookrunner (acting in good faith), to comply with any of its obligations under the Placing Agreement; or
G) in the opinion of a Joint Bookrunner (acting in good faith), there has been a Material Adverse Change; or
H) any material adverse change in, or any development involving a prospective material adverse change in or affecting the condition (financial, operational, legal or otherwise), earnings, management, funding position, solvency, business affairs or operations of the Company, whether or not foreseeable at the date of the Placing Agreement and whether or not arising in the ordinary course of business; or
I) application for the relevant Admission is refused by London Stock Exchange, or, in the opinion of WH Ireland (acting in good faith), will not be granted.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners, as applicable, and that none of them need make any reference to Placees and that neither the Joint Bookrunners, nor any of its respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, or the Joint Bookrunners or any other person and neither the Joint Bookrunners, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Bookrunners, the Company, or their respective officers, directors, employees or agents. 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. Neither the Company nor the Joint Bookrunners are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Joint Bookrunners, stating the number of Placing Shares allocated to it at the Issue Price (including the number of Firm Placing Shares and the number of Conditional Placing Shares), the aggregate amount owed by such Placee (in GBP) and a form of confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Joint Bookrunners in accordance with the standing CREST settlement instructions which they have in place with the Joint Bookrunners.
Settlement of transactions in the Placing Shares (ISIN: GB00B18S7B29) following each relevant Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to 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 Placee's jurisdiction.
It is expected that settlement will be on the date of the relevant Admission in accordance with the instructions set out in the form of confirmation.
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.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the appropriate Joint Bookrunners' account and benefit (as agents for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Joint Bookrunners 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 Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully takes in pursuance of such sale.
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 registered 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 or securities transfer tax. Neither the Joint Bookrunners nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Joint Bookrunners (for themselves and on behalf of the Company):
1. that it has read and understood this Announcement, including the Appendices, in its entirety and that its subscription for or purchase 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 undertakes not to redistribute or duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination in any circumstances;
3. that the exercise by the Joint Bookrunners of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners, and the Joint Bookrunners 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 each Placee agrees that it has no rights against the Joint Bookrunners, or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only agreement between it, the Joint Bookrunners and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Exchange Information. Each Placee agrees that neither the Company, the Joint Bookrunners nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5 of the Prospectus Regulation, (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 Member State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to customers of the Joint Bookrunners or for providing advice in respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither the Joint Bookrunners nor the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, the Presentation or the Publicly Available Information; nor has it requested the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
8. that it is: (i) unless otherwise agreed in writing with the Joint Bookrunners, located outside the United States and it is not a US person as defined in Regulation S under the Securities Act ("Regulation S") and it is subscribing for the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for 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;
9. that the Placing Shares 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 Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States;
10.that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Announcement, Presentation and Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the Announcement, Presentation and Publicly Available Information;
11.that neither the Joint Bookrunners nor the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
12.that unless specifically agreed with the Joint Bookrunners, 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 Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the 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;
13.that it is not a national or resident of Canada, Australia, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic of South Africa or Japan;
14.that 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 Placing Shares and it is not acting on a non-discretionary basis for any such person;
15.that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing Shares to any persons within the United States or to any US persons (as that term is defined in Regulation S);
16.that it is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and it has complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Joint Bookrunners or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
17.that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for the Placing Shares and to perform its subscription and/or purchase obligations;
18.that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the 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 Placing in the form provided to it by the Joint Bookrunners;
19.that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
20.that, unless otherwise agreed by the Joint Bookrunners, it is a qualified investor (as defined in section 86(7) of FSMA);
21.that, unless otherwise agreed by the Joint Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
22.that 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;
23.that any money held in an account with each of the Joint Bookrunners (or its nominee) 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 FCA. Each 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 the Joint Bookrunners' (or its nominee's) money in accordance with such client money rules and will be used by the Joint Bookrunners in the course of its own business and each Placee will rank only as a general creditor of the Joint Bookrunners;
24.that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
25.that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
26.that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for under the Placing unless and until First Admission becomes effective;
27.that it appoints irrevocably any director of the Joint Bookrunners as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
28.that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;
29.that this Announcement does not constitute a securities recommendation or financial product advice and that neither the Joint Bookrunners nor the Company has considered its particular objectives, financial situation and needs;
30.that 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 Placing;
31.that it will indemnify and hold the Company and the Joint Bookrunners 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 Company and the Joint Bookrunners will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Joint Bookrunners and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Joint Bookrunners for themselves and on behalf of the Company and will survive completion of the Placing and the Admissions;
32.that time shall be of the essence as regards its obligations pursuant to this Appendix;
33.that it is responsible for obtaining any legal, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Joint Bookrunners to provide any legal, tax or other advice to it;
34.that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Joint Bookrunners shall notify it of such amendments;
35.that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR, (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 it 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 the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Joint Bookrunners may request from it in connection with the 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 the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide in its absolute discretion;
36.that it will not make any offer to the public of those Placing Shares to be subscribed for by it for the purposes of the Prospectus Regulation;
37.that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
38.that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions 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 arising out of any 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 the Company or the Joint Bookrunners 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;
39.that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Joint Bookrunners;
40.that the Joint Bookrunners owe no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
41.that the Joint Bookrunners or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
42.that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares; and
43.that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.
The Company, the Joint Bookrunners and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint Bookrunners for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Joint Bookrunners.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such 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 Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Joint Bookrunners will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of 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 the Joint Bookrunners in the event that any of the Company and/or the Joint Bookrunners has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.
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 outside the UK by them or any other person on the subscription or purchase by them of any Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including this Appendix) may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
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.ENDIOEEBLFXBQLLBBQ
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