REG - Aferian PLC - Proposed Placing to raise up to US$4.0m
24/07/2023 16:45
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RNS Number : 0071H Aferian PLC 24 July 2023
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ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
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24 July 2023
Aferian plc
("Aferian", the "Company, the "Group")
Proposed Placing to raise up to US$4.0m
Aferian plc (LSE AIM: AFRN), the B2B video streaming solutions company,
announces a proposed placing (the "Placing") to raise up to approximately
US$4.0m (before expenses) through the issue of new Ordinary Shares ("Placing
Shares") representing up to approximately 30.0% of the Company's issued share
capital, at a placing price of 12 pence per new Ordinary Share ("Placing
Price"). In addition, certain directors and senior executives of the Company
and their connected persons intend to participate in the Placing. The Placing
is being conducted through an accelerated Bookbuild to institutional
shareholders. The Placing will be launched immediately following release of
this announcement and will be conducted in accordance with the terms and
conditions set out in the Appendix to this announcement (this announcement and
the Appendix together the "Announcement").
Highlights
· Intention to raise up to approximately US$4.0m (before expenses) through the
issue of new Ordinary Shares via an accelerated bookbuild to institutional
shareholders.
· Net proceeds of the Placing to be used for general working capital replacing
the need for further drawdown of the Group's existing shareholder loan from
Kestrel, of which £2.125m remains committed but undrawn.
· The Directors consider that the proposed Placing will provide adequate
headroom over the Group's banking covenants.
· Large-scale restructuring of the Amino and 24i divisions is largely complete,
generating $8.0m of annualised cost savings. The Group expects to save a total
of $3.4m operating costs and $1.5m capital expenditure in the current
financial year.
· The poor trading conditions at Amino caused by customer destocking at a time
of interest rate rises resulted in an excess inventory balance of $8.6m as at
31 May 2023. The Amino inventory balance is expected to reduce back to
November FY21 levels in H1 2024.
· The Amino division has been refocused on higher quality, higher margin Pay TV
and digital signage streaming devices incorporating the Group's software and
Amino's SaaS device management platform.
· The strategy for 24i is unchanged with continued strong demand for 24i's
streaming video solutions. The division has an operational focus on
profitability following the restructure.
· The Group continues to trade in-line with the stated trading and outlook
statement given on 28 June 2023 and the Board still anticipates that results
for the year ending 30 November 2023 will show:
o Group software and services revenue growth of c. 10 to 15 per cent; and
o a positive material Adjusted EBITDA given the cost reduction actions
already taken.
o Net debt is expected to reduce over the remainder of the current
financial year as inventory levels reduce.
Donald McGarva, Aferian's CEO, said:
"We continue to make demonstrable progress in our strategy to shape Aferian
into a higher visibility, higher quality revenue generating business. This
progress comes from continued, focused execution against our plans to drive
software and services growth in the fast-growing streaming market served by
24i and to concentrate on higher quality, higher margin streaming and device
management opportunities in Amino. Now, following decisive actions to
restructure our cost base, concentrate resources on higher margin activities
and de-risk our supply chains, we have an even stronger platform on which to
build and to grow.
Our intention through this proposed placing is to ensure we have access to
appropriate, diverse pools of working capital to fuel our ambition. Following
successful completion of the proposed Placing we will not only retain the
adequate headroom already secured over our banking covenants, but also have
access to capital solely focused on initiatives to drive forward our advantage
in the video streaming market, which growing fast as streaming increasingly
becomes the most popular way to consume video."
Continued pursuit of stated growth strategy
Global revenue from internet-based video services are predicted to hit US$235
billion by 2028 (source Statista) and 90 per cent. of global internet users
(aged 16-64) now watch TV via streaming (94% for 16-24s) (source:
Datareportal). Against this strong market background, the Group's key ambition
remains to become a software-led company, capable of delivering increasing
quality and visibility of revenues. The Group's stated strategy is designed to
enable achievement of this ambition, with a focus on generating growth of high
margin software and services revenue, and an additional focus on recurring
revenue.
24i
Demand for 24i's video streaming platform remains strong. Investments
previously made in sales and marketing have delivered results. The 24i
management team, under its new leadership, is focused on growing revenue and
ARR at double digit percentages in FY2023, whilst ensuring targeted R&D
investment and improved customer project scoping and pricing to increase
profitability in the second half of the financial year. This will ensure a
better balance between revenue growth and profitability going forward.
Amino
The device market is forecast to continue to grow, however, the market has
evolved with low-cost manufacturers meeting the needs of many pay TV operators
who, whilst needing to upgrade their services to incorporate video streaming,
remain focused on cost reduction. Therefore, in order to target enhanced
profitability Amino's focus will be on delivering value to its customers
through:
· delivering higher quality, higher margin streaming devices which can also be
bundled with the Group's Software-as-a-Service ("SaaS") device management
platform, Engage. This SaaS device management platform is also integrated with
third party devices and sold on a standalone basis; and
· driving growth in its digital signage business selling into large integrators
and via distributors.
Details of the proposed Placing
The Company proposes to raise gross proceeds of up to approximately US$4.0m
(£3.1m) through the issue of the Placing Shares at the Placing Price.
The Placing Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission. Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected that Admission
will take place and that trading will commence on AIM at 8.00 a.m. on 26 July
2023.
Following the issue of the Placing Shares, it is expected that the Company
will have 112,694,609 Ordinary Shares in issue.
Rationale for the Placing
The Company announced on 31 May 2023 that it had secured additional funding of
up to £3.25m by way of a loan facility provided by Kestrel Partners LLP, the
Company's largest shareholder (the "Shareholder Loan"). This additional
funding has served to provide adequate and effective headroom in respect of
the covenants associated with the Group's existing bank facility.
In that announcement, the Company also outlined that it would, on that same
day, draw down £1.125m of the Shareholder Loan and would, before 31 July
2023, being the last date for drawdown of the remaining £2.125m of the
Shareholder Loan, seek alternative funding to replace this un-drawn loan
element.
Having consulted with certain of the Company's major shareholders, the
Directors have determined that today's proposed Placing is the Board's chosen
route for securing this alternative funding.
Use of proceeds
The net proceeds will be used for general working capital purposes, replacing
the short-term need to draw down the remaining £2.125m un-drawn element of
the Shareholder Loan. It is management's current intention that the initial
£1.125m draw down of the Shareholder Loan will be redeemed at maturity on 31
May 2025.
Current Trading
The Group continues to trade in-line with the last stated trading position and
outlook, announced on 28 June 2023. Key highlights of that trading position
and outlook were:
· For FY 2023, circa 90 per cent. of management's forecasted Group revenues are
contracted;
· The remaining 10 per cent. of management's forecast Group revenues is covered
by a well-developed sales pipeline;
· Group software and services revenue growth for FY 2023 is anticipated in the
range of circa 10 to 15 per cent;
· Devices revenue in H2 2023 is expected to be higher than that seen in H1 2023
and this recovery is expected to continue in FY 2024 as inventory levels
continue to normalise within the supply chain;
· Net debt at 31 May 2023 was US$13.0m and the Group continues to expect this
net debt position to reduce over the remainder of FY 2023 as inventory levels
reduce.
As previously communicated, management actions taken in February and June 2023
have reduced the Group's annualised cost base, including capital expenditure,
by circa US$5.0m and a further circa US$3.0m respectively. This has saved a
total of US$3.4m in operating costs and US$1.5m in capital expenditure in the
current FY 2023 financial year.
Directors and PDMR participation in the Placing
Certain of the Directors and members of the senior management team, and their
connected persons, as set out below ("Aferian Placees"), have indicated their
intention to subscribe for a total of 2,020,833 Placing Shares pursuant to the
Placing.
Set out below is the intended participation in the Placing by the Aferian
Placees, and following Admission, the holdings of each of the Aferian Placees:
Directors and Senior Management Position Existing number of Ordinary Shares Number of Placing Shares intent to subscribe for Shareholding on Admission (number) Shareholding on Admission (%)
Mark Wells Non-Executive Chairman 0 208,333 208,333 0.2%
Donald McGarva Chief Executive Officer 553,775 208,333 762,108 0.7%
Mark Carlisle Chief Financial Officer 8,751 145,833 154,584 0.1%
& Chief Operations Officer
Hans Disch PDMR 2,275,207 1,458,333 3,733,540 3.3%
Substantial shareholders participation in the Placing
Kestrel Investment Partners ("Kestrel") currently holds 22,776,736 Ordinary
Shares, representing approximately 26.7 per cent. of the Company's Existing
Ordinary Share capital and is therefore a substantial shareholder (holding in
excess of 10 per cent. of the Company's issued share capital) and as such is a
related party for the purposes of the AIM Rules for Companies. Kestrel has
indicated its intention to invest approximately £0.8m in the Placing, which
will comprise a related party transaction for the purposes of Rule 13 of the
AIM Rules for Companies.
Premier Miton Investors currently holds 14,421,812 Ordinary Shares,
representing approximately 16.9 per cent. of the Company's Existing Ordinary
Share capital and is therefore a substantial shareholder (holding in excess of
10 per cent. of the Company's issued share capital) and as such is a related
party for the purposes of the AIM Rules for Companies. Premier Miton Investors
has indicated its intention to invest approximately £0.5m in the Placing,
which will comprise a related party transaction for the purpose of Rule 13 of
the AIM Rules for Companies.
The independent Directors (being Steve Oetegenn and Bruce Powell), having
consulted with Investec in its capacity as nominated adviser to the Company
for the purposes of the AIM Rules considers that the participation by Kestrel
Investment Partners and Premier Miton Investors in the Placing is fair and
reasonable insofar as Shareholders are concerned.
Placing Statistics
Number of Ordinary Shares in issue immediately before the Placing 86,694,609
Number of Placing Shares to be issued pursuant to the Placing 26,000,000
Placing Price 12 pence
Gross proceeds of the Placing £3.1m
Estimated net proceeds of the Placing £2.9m
Number of Ordinary Shares in issue immediately following the Placing 112,694,609
Placing Shares as a percentage of the Enlarged Share Capital 23.1 per cent
Note: Assuming that the Placing completes and that no further Ordinary Shares
have been issued other than the Placing Shares.
Details of the Placing Agreement
On 24 July 2023, the Company and Investec entered into the Placing Agreement
pursuant to which Investec agreed, subject to certain conditions, to use its
reasonable endeavours to procure subscribers for the Placing Shares pursuant
to the Placing.
The Placing Agreement contains customary warranties and an indemnity from the
Company in favour of Investec together with provisions which enable Investec
to terminate the Placing in certain circumstances prior to Admission,
including where any warranties are found to be untrue, inaccurate or
misleading in any material respect or in the event of a material adverse
change in the financial position or prospects of the Group in the context of
the Placing or Admission.
The obligations of Investec under the Placing Agreement are conditional, inter
alia, upon Admission occurring by 8.00 a.m. UK time on 26 July 2023 (or such
later date as the Investec and the Company may agree).
The Placing Agreement provides for payment by the Company to Investec a fee
payable on Admission.
The Company will bear all other expenses of, and incidental to, the Placing
and Admission.
Enquiries:
Aferian plc +44 (0)1954 234100
Mark Wells, Chairman
Donald McGarva, Chief Executive Officer
Mark Carlisle, Chief Financial Officer
Investec bank plc +44 (0)20 7597 5970
David Anderson / Patrick Robb / Nick Prowting / Cameron MacRitchie
FTI Consulting (Financial communications) +44 (0)20 3727 1000
Emma Hall / Tom Blundell / Aisha Hamilton / Matt Dixon
FORWARD LOOKING STATEMENTS
This announcement includes "forward‐looking statements" which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Company's business strategy, plans and
objectives of management for future operations, or any statements proceeded
by, followed by or that include the words "targets", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "would", "could" or similar
expressions or negatives thereof. Such forward‐looking statements involve
known and unknown risks, uncertainties and other important factors beyond the
Company's control that could cause the actual results, performance or
achievements of the Company to be materially different from future results,
performance or achievements expressed or implied by such forward‐looking
statements. Such forward‐looking statements are based on numerous
assumptions regarding the Company's present and future business strategies and
the environment in which the Company will operate in the future. These
forward‐looking statements speak only as at the date of this announcement.
The Company expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward‐looking statements contained herein
to reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based, unless required to do so by applicable law or the AIM Rules.
US SECURITIES LAW
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
IMPORTANT NOTICES
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") WHO ALSO (A)
FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
"ORDER") OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) ANY OTHER PERSON TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE
BEEN INVITED TO PARTICIPATE IN THE PLACING BY INVESTEC (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT 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 DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR A
SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN ANY
RESTRICTED JURISDICTION AND, IN PARTICULAR IS NOT TO BE FORWARDED,
DISTRIBUTED, MAILED OR OTHERWISE TRANSMITTED IN OR INTO A RESTRICTED
JURISDICTION OR TO ANY NATIONAL RESIDENT OR CITIZEN OF A RESTRICTED
JURISDICTION OR TO ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANISED UNDER THE LAWS THEREOF, OR TO ANY PERSONS IN ANY OTHER COUNTRY
OUTSIDE THE UK, WHERE SUCH DISTRIBUTION, FORWARDING OR TRANSMISSION MAY LEAD
TO A BREACH OF ANY LEGAL OR REGULATORY REQUIREMENT.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
ACCORDINGLY, THE PLACING SHARES MAY NOT BE OFFERED OR SOLD DIRECTLY OR
INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING SHARES IN THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
The distribution of this Announcement and/or issue or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, Investec or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Investec to
inform themselves about and to observe any such restrictions.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption under the Prospectus Regulation (including, with
regards to the United Kingdom, as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018) from the
requirement to produce a prospectus. In the United Kingdom, this Announcement
is being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
Persons (including, without limitation, nominees and trustees) who have
contractual or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (a "Placee") by making an
oral and legally binding offer to acquire Placing Shares will be deemed to
have read and understood this Announcement (including the terms and conditions
appended hereto) in its entirety, to be participating, making an offer and
acquiring Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in the Appendix. Members of the public are not
eligible to take part in the Placing and no public offering of Placing Shares
is being or will be made.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.
Investec Bank plc is authorised by the Prudential Regulation Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the Financial
Conduct Authority (the "FCA"). Investec Europe Limited (trading as Investec
Europe), acting as agent on behalf of Investec Bank plc in certain
jurisdictions in the EEA ("Investec Europe" and Investec Bank plc together,
"Investec") is regulated in Ireland by the Central Bank of Ireland. Investec
is acting exclusively for the Company and no one else in connection with the
Bookbuild and the Placing, and will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Bookbuild or the
Placing or any other matters referred to in this Announcement.
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 Investec or by any of its affiliates or agents as to or in relation to, the
accuracy or completeness of any information provided in 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 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 the
Placing Shares. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange.
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.
UK PRODUCT GOVERNANCE REQUIREMENTS
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS OF CHAPTER 3 OF
THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (THE
"UK PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY,
WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR
THE PURPOSES OF THE UK PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE
WITH RESPECT THERETO, THE PLACING SHARES HAVE BEEN SUBJECT TO A PRODUCT
APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH PLACING SHARES ARE: (I)
COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO
MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS
DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE
FOR DISTRIBUTION THROUGH ALL PERMITTED DISTRIBUTION CHANNELS (THE "UK TARGET
MARKET ASSESSMENT"). NOTWITHSTANDING THE UK 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 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 UK TARGET MARKET ASSESSMENT
IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL, LEGAL OR
REGULATORY SELLING RESTRICTIONS IN RELATION TO THE PLACING. FURTHERMORE, IT IS
NOTED THAT, NOTWITHSTANDING THE UK TARGET MARKET ASSESSMENT, INVESTEC WILL
ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND
ELIGIBLE COUNTERPARTIES.
FOR THE AVOIDANCE OF DOUBT, THE UK TARGET MARKET ASSESSMENT DOES NOT
CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE
PURPOSES OF CHAPTERS 9A OR 10A, RESPECTIVELY, OF THE FCA HANDBOOK CONDUCT OF
BUSINESS SOURCEBOOK; 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.
EU PRODUCT GOVERNANCE REQUIREMENTS
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED
WITHIN (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS ("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 MIFID II PRODUCT GOVERNANCE
REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE PLACING SHARES HAVE
BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH
PLACING SHARES ARE; (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL
INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND
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 (AS DEFINED WITHIN THE MIFID II PRODUCT GOVERNANCE
REQUIREMENTS) SHOULD NOTE THAT: THE PRICE OF THE PLACING SHARES MAY DECLINE
AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE PLACING SHARES
OFFER NO GUARANTEED INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN
PLACING SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED
INCOME OR CAPITAL PROTECTION, 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 PLACING. FURTHERMORE, IT IS NOTED THAT,
NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, IN ALL CIRCUMSTANCES INVESTEC
WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND
ELIGIBLE COUNTERPARTIES OR OTHERWISE WITH THE SPECIFIC APPROVAL OF THE
COMPANY. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT
CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OF 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.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION IN IT
(TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND,
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
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY INVESTEC, "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE
IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED
KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN THE PROSPECTUS REGULATION AS IT
FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("UK QUALIFIED INVESTORS") WHO ARE ALSO: (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; AND, IN EACH CASE, WHO HAVE
BEEN INVITED TO PARTICIPATE IN THE PLACING BY INVESTEC BANK PLC (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATIFY 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 RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS DOCUMENT DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR
ISSUE OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR PLACING SHARES IN
ANY RESTRICTED JURISDICTION AND, IN PARTICULAR, IS NOT TO BE FORWARDED,
DISTRIBUTED, MAILED OR OTHERWISE TRANSMITTED IN OR INTO A RESTRICTED
JURISDICTION OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF A RESTRICTED
JURISDICTION OR TO ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANISED UNDER THE LAWS THEREOF, OR TO ANY PERSONS IN ANY OTHER COUNTRY
OUTSIDE THE UK, WHERE SUCH DISTRIBUTION, FORWARDING OR TRANSMISSION MAY LEAD
TO A BREACH OF ANY LEGAL OR REGULATORY REQUIREMENT. NO ACTION HAS BEEN TAKEN
BY INVESTEC, THE COMPANY NOR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD
PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS
DOCUMENT OR ANY OTHER PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN
ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS RECEIVING
THIS DOCUMENT ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE
PLACING 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 THE PLACING
SHARES. PAST PERFORMANCE IS NO GUIDE TO FUTURE PERFORMANCE, AND PERSONS
NEEDING ADVICE SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISER.
The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States.
Accordingly, the Placing Shares may not be offered or sold directly or
indirectly in, into or within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with applicable state
securities laws. There will be no public offering of the Placing Shares in the
United States. The Placing Shares are being offered and sold outside the
United States in accordance with Regulation S under the Securities Act.
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 Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan, New Zealand or the
Republic of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan, New Zealand, the Republic of South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be unlawful.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with Investec 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 Investec 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 Placing 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 Announcement, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has been invited
to participate in the Placing and on whose behalf a commitment to subscribe
for or acquire Placing Shares has been given. Each Placee shall be deemed to
have read and understood this Announcement (including these terms and
conditions) in its entirety and to be making or accepting such commitment
subject to the terms and conditions and to be providing the representations,
warranties, indemnities, agreements and acknowledgments contained in this
Announcement.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
Details of the Placing Agreement and the Placing Shares
Investec and the Company have entered into a Placing Agreement, under which
Investec will, on the terms and subject to the conditions set out therein,
undertake to use its reasonable endeavours to procure subscribers for the
Placing Shares. It is expected that the Placing will raise up to £3.1m in
gross proceeds. The Placing is not being underwritten by Investec or any other
person.
It is expected that the Placing Shares will be issued on or around 26 July
2023. The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and rank pari passu in
all respects with the Existing 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 Placing will be effected by way of a placing of new Ordinary Shares in the
Company for non-cash consideration. Investec will subscribe for ordinary
shares and redeemable preference shares in Amino Guernsey 2 Limited (a
Guernsey company) for an amount approximately equal to the net proceeds of the
Placing. The Company will allot and issue the Placing Shares on a
non-pre-emptive basis to Placees in consideration for the transfer by Investec
to the Company of those ordinary shares and redeemable preference shares in
Amino Guernsey 2 Limited that will be issued to Investec.
The proceeds raised through the Placing are intended to be used for general
working capital purposes (including to pay the costs associated with the
Placing).
The Placing Shares will trade on AIM under AFRN with ISIN GB00B013SN63.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Admission for the Placing Shares is expected
to become effective and dealings in such shares are expected to commence at
8.00 a.m. on or around 26 July 2023 (the "Admission"). In any event, the
latest date for Admission is 1 August 2023 (the "Long Stop Date").
Placing
This document 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.
Participation in, and principal terms of, the Placing are as follows:
1. Investec is arranging the Placing as agent for, and broker to, the Company.
2. The number of Placing Shares to be issued will be agreed between Investec and
the Company following completion of a bookbuilding exercise by Investec (the
"Bookbuild") following execution of a term sheet by the Company and Investec
(the "Term Sheet"). Investec shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, in its absolute discretion
following consultation with the Company, determine.
3. To bid in the Bookbuild, Placees should communicate their bid by telephone or
in writing to their usual sales contact at Investec. Each bid should state the
number of Placing Shares which the prospective Placee wishes to acquire either
at the Placing Price which is ultimately established by the Company or at
prices up to a price limit specified in its bid. Bids may be scaled down by
Investec. Such bid will create an irrevocable legally binding contract between
the Placee, Investec and the Company for the Placee to acquire such number of
Placing Shares as is confirmed to the Placee by Investec pursuant to
paragraphs 6 and 7 below (up to the maximum number specified by the Placee) at
the Placing Price, and otherwise on the terms and subject to the conditions
set out in this Announcement and in accordance with the Company's articles of
association. Except with Investec's consent, such commitment will not be
capable of variation or revocation.
4. The Bookbuild is expected to close no later than 8.00 a.m. on 25 July 2023 but
may be closed earlier or later at the discretion of Investec. Investec may, in
agreement with the Company, accept bids received after the Bookbuild has
closed.
5. Participation in the Placing is only available to persons who are lawfully
able to be, and have been, invited to participate by Investec. Investec is
entitled to participate in the Placing as principal.
6. Following the close of the Bookbuild for the Placing each Placee's allocation
will be confirmed to Placees orally, or in writing (which can include email),
by Investec and a trade confirmation or note will be dispatched as soon as
possible thereafter.
7. Each Placee's allocation will, unless otherwise agreed between the Placee and
Investec, be evidenced by a trade confirmation or note issued to each such
Placee by Investec. Please note that the terms and conditions of this
Announcement will be deemed to be incorporated in the legally binding contract
that is formed when the Placee places its bid as referred to in paragraph 3
above and will be legally binding on the Placee on behalf of which it is made
and, except with the consent of Investec following consultation with the
Company, will not be capable of variation or revocation from the time at which
it is issued.
8. Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Investec, to pay to Investec (or its assignee or as it may
direct) in cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares such Placee has agreed to acquire and the
Company has agreed to allot and issue to that Placee.
9. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
10. All obligations of Investec 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".
11. 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.
12. To the fullest extent permissible by law and the applicable rules of the
Financial Conduct Authority, neither Investec nor any of its 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 allotment of the Placing Shares to the
Placees and Investec and its Affiliates shall have no liability to the Placees
for the failure of the Company to fulfil those obligations. In particular,
neither Investec nor any of its Affiliates shall have any liability (including
to the extent permissible by law, any fiduciary duties) in respect of
Investec's conduct of the Placing or of such alternative method of effecting
the Placing as Investec and the Company may determine.
Conditions of the Placing
Investec's obligations under the Placing Agreement in respect of, amongst
other things, the Placing will be conditional on, inter alia:
1. Admission becoming effective not later than 8.00 a.m. on 26 July 2023 or such
later date as may be agreed in writing between the Company and Investec, but
in any event not later than 8.00 a.m. on the Long Stop Date;
2. the delivery by the Company to Investec of certain documents required under
the Placing Agreement and all such documents remaining in full force and
effect at all times up to and including Admission;
3. the Company having complied with its obligations under the Placing Agreement
to the extent that such obligations fall to be performed prior to Admission;
4. the Term Sheet having been executed by the Company and Investec;
5. the release of the Placing Results Announcement to a Regulatory Information
Service as soon as reasonably practicable following the execution of the Term
Sheet (and in any event by no later than 8.00 a.m. on 26 July 2023);
6. none of the warranties given in the Placing Agreement being untrue, inaccurate
or misleading at any time between the date of the Placing Agreement and
Admission and no matter having arisen prior to Admission which would render
any of the warranties untrue or inaccurate or misleading in any respect if it
was repeated as at Admission;
7. the allotment of the Placing Shares, conditional only upon admission of such
Ordinary Shares to trading on AIM, in accordance with the Placing Agreement;
8. in the sole opinion of Investec (acting in good faith), prior to Admission,
there not having occurred material adverse change in, or any development
reasonably likely to give rise to a material adverse change in, the condition
(financial, operational, legal or otherwise), results of operations, earnings,
management, business or general affairs, solvency or prospects of the Group
(taken as a whole), whether or not arising in the ordinary course of business
and whether or not foreseeable at the date of the Placing Agreement (a
"Material Adverse Change");
9. each of the Initial Subscription and Option Agreement and the Subscription and
Transfer Agreement (in each case, as defined in the Placing Agreement) having
been duly executed by all parties thereto and not having been terminated prior
to Admission pursuant to the terms thereof; and
10. the Placing Agreement becoming unconditional in all respects, save for
Admission, and not having been terminated in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by
Investec by the respective time or date where specified (or such later time or
date as Investec may notify to the Company); (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 not proceed
and the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof.
Investec may, at its discretion and upon such terms as it thinks 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 condition relating to Admission taking place
by the Long Stop Date may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
Neither Investec, 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 Investec.
Right to terminate the Placing Agreement
Investec is entitled to terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including, inter alia, if before
Admission (in respect of the Placing):
Restart Numbering Applied
1. Investec considers that any of the warranties contained in the Placing
Agreement was untrue, inaccurate or misleading and/or would be untrue,
inaccurate or misleading if it were to be repeated at Admission or at any time
prior to Admission by reference to the facts then subsisting which in any such
case is material in the context of the Placing; or
2. Investec considers (acting in good faith), that a Material Adverse Change has
occurred; or
3. there should occur one or more specified force majeure events (as detailed in
the Placing Agreement).
If the Placing Agreement is terminated prior to Admission then the Placing
will not occur.
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 Investec
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of Investec and that Investec need not
make any reference to Placees in this regard and that neither Investec nor any
of its Affiliates shall have any liability to Placees whatsoever in connection
with any such exercise or failure so to 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 EEA
pursuant to the Prospectus Regulation or in the United Kingdom pursuant to the
Prospectus Regulation as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation"), or any equivalent document in any other jurisdiction.
No offering document, admission document or prospectus has been or will be
submitted to be approved by the FCA or the London Stock Exchange in relation
to the Placing, and Placees' commitments will be made solely on the basis of
the information contained in this Announcement, any business and financial
information that the Company is required to publish in accordance with the AIM
Rules (the "Exchange Information") or has published via a Regulatory
Information Service ("Publicly Available Information"). In the United Kingdom,
this Announcement is being directed solely at persons in circumstances in
which section 21(1) of the Financial Services and Markets Act 2000 (as
amended) (the "FSMA") does not require the approval of the relevant
communication by an authorised person. Each Placee, by accepting a
participation in the Placing, agrees and confirms that it has neither received
nor relied on any other information representation, warranty or statement made
by or on behalf of the Company or Investec or any other person and neither
Investec, 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 Investec, 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 Investec 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.
Lock-up Arrangements
The Company has undertaken to Investec that, between the date of the Placing
Agreement and 90 days after the date of Admission, it will not, without the
prior written consent of Investec, offer, issue, sell or otherwise dispose of
(or announce an intention of doing so) any Ordinary Shares (or any interest
therein or in respect thereof) or any other securities exchangeable for or
convertible into, or carrying rights to acquire other shares of the Company or
enter into any derivative transaction that has the economic effect of such
sale, transfer or disposition, whether settled in cash or otherwise, save for
the allotment and issue of Ordinary Shares pursuant to the Placing or pursuant
to any employee incentive share schemes or in satisfaction of the exercise of
the existing warrants issued.
By participating in the Placing, Placees agree that the exercise by Investec
or any power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to the lock-up provisions under
the Placing Agreement shall be within the discretion of Investec and that it
need not make any reference to, or consult with, Placees and that it shall
have no liability to Placees whatsoever in connection with any such exercise
of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within the system
administered by Euroclear UK & International Limited ("CREST"). 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 Investec in accordance
with the standing CREST settlement instructions which they have in place with
Investec.
Settlement of transactions in the Placing Shares following Admission will take
place within CREST provided that, subject to certain exceptions, Investec
reserves 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 of the Placing Shares will be on 26 July 2023
unless otherwise notified by Investec and Admission is expected to occur by 26
July 2023 or such later time as may be agreed between the Company and
Investec, not being later than the Long Stop Date.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will have their allocation confirmed orally, or in writing (which
can include email) and will be sent a note or electronic confirmation in
accordance with paragraph 7 of the "Placing" paragraph above, stating the
number of Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to Investec or its sub-agent and
settlement instructions. Each Placee will be legally bound to do all things
necessary to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it has in
place with Investec. It is expected that such note or electronic confirmation
will be despatched on or around 24 July 2023 and that this will be the trade
date.
The Company will deliver the Placing Shares to a CREST account operated by
Investec or its sub-agent as agent for and on behalf of the Company and will
enter its delivery (DEL) instruction into the CREST system. The input to CREST
by a Placee of a matching or acceptance instruction will then allow delivery
of the relevant Placing Shares to that Placee against payment being made to
Investec. It is expected that settlement will be on 26 July 2023 on a T + 2
basis in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by Investec.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Investec may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for
Investec's account and benefit (as principal), 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 Investec 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 Investec such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions which Investec
lawfully takes in pursuance of such sale. Legal and/or beneficial title in and
to any Placing Shares shall not pass to the relevant Placee until it has fully
complied with its obligations hereunder. If a Placee fails to make payment for
Placing Shares allocated to that Placee, Investec may assign its rights and
powers under this Appendix against such defaulting Placee to Amino Guernsey 2
Limited without notice to the relevant Placee. The foregoing is without
prejudice to any cause of action Investec may have against a defaulting
Placee.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that any 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 Investec 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 Investec
(for itself and on behalf of the Company):
Restart Numbering Applied
1. that it has read and understood this Announcement in its entirety and that its
subscription for Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements,
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement;
2. it has not received and will not receive a prospectus or other offering
document in connection with the Placing and acknowledges that no prospectus or
other offering document:
a. is required under the Prospectus Regulation, the UK Prospectus
Regulation or other applicable law; and
b. has been or will be prepared in connection with the Placing;
3. that the shares in the capital of the Company are admitted to trading on AIM,
and the Company is therefore required to publish the Exchange Information,
which includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such Exchange Information without undue difficulty
and is able to obtain access to such information or comparable information
concerning any other publicly traded company without undue difficulty;
4. that its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances;
5. that the exercise by Investec of any right or discretion under the Placing
Agreement shall be within the absolute discretion of Investec and Investec
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 Investec 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;
6. that these terms and conditions represent the whole and only agreement between
it, Investec 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, the Exchange Information and the Publicly Available Information,
such information being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Each Placee agrees that neither the
Company, Investec nor any of their respective officers, directors or employees
will have any liability for any such other information, representation or
warranty, express or implied;
7. that it is a Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business;
8. in the case of a Relevant Person in a member state of the EEA or the United
Kingdom (each a "Relevant State") who acquires any Placing Shares pursuant to
the Placing:
in the case of a member state of the EEA, it is an EEA Qualified Investor and, in the case of the United Kingdom, it is a UK Qualified Investor; and
in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation or the UK Prospectus Regulation (as relevant):
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 a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Investec has been given to the offer or resale; or
where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation or UK Prospectus Regulation (as relevant) as having been made to such persons;
1. it is acquiring the Placing Shares for its own account or is acquiring the
Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgments, undertakings and
agreements contained in this Announcement;
2. that neither it nor, as the case may be, its clients expect Investec 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 Investec is not acting for it or its clients,
and that Investec will not be responsible for providing the protections
afforded to customers of Investec or for providing advice in respect of the
transactions described herein;
3. 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 Investec or
the Company nor any of their respective Affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them has
provided, 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 or the Publicly Available Information; nor has it requested
Investec, 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;
4. 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
this Announcement and the 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 this Announcement and the
Publicly Available Information;
5. that neither Investec or the Company nor 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 this
Announcement or the Publicly Available Information;
6. that it and the person(s), if any, for whose account or benefit it is
subscribing for the Placing Shares is not subscribing for and/or purchasing
Placing Shares as a result of any "directed selling efforts" as defined in
Regulation S;
7. it understands that the Placing Shares have not been and will not be
registered under the Securities Act or the securities laws of any state and
accordingly may not be offered, sold, transferred or pledged unless the
Placing Shares are duly registered under the Securities Act and all applicable
state securities laws, or such offer or sale is made or pursuant to another
exemption from registration under the Securities Act;
8. if it is other than a natural person (i.e. a partnership, trust, corporation
or other entity), it was not formed, availed of or reorganised for the
principal or specific purpose, or as one of the principal or specific
purposes, of investing in the Company;
9. that 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 and/or purchase 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 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;
10. that it is not a national or resident of Canada, Australia, New Zealand, the
Republic of South Africa or Japan or a corporation, partnership or other
entity organised under the laws of Canada, Australia, New Zealand, 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, New Zealand, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Canada, Australia, New Zealand, 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, New Zealand, the
Republic of South Africa or Japan;
11. 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;
12. 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 or the Placing Shares to any persons within
the United States;
13. that it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other subscribers or sold as Investec may in its discretion
determine and without liability to such Placee;
14. that it is entitled to subscribe for and/or purchase 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 complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or Investec 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;
15. that it has obtained all necessary consents and authorities to enable it to
give its commitment to subscribe for and/or purchase the Placing Shares and to
perform its subscription and/or purchase obligations;
16. 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 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
Investec;
17. that, unless otherwise agreed by Investec, 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;
18. 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;
19. that any money held in an account with Investec (or its nominees) 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 Investec (or its nominees) money in accordance with
such client money rules and will be used by Investec in the course of its own
business and each Placee will rank only as a general creditor of Investec;
20. 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;
21. 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;
22. 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 and/or purchasing under
the Placing unless and until Admission becomes effective;
23. that it appoints irrevocably any director of Investec 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;
24. 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, save as previously disclosed to Investec;
25. that this Announcement does not constitute a securities recommendation or
financial product advice and that neither Investec nor the Company has
considered its particular objectives, financial situation and needs;
26. that it has sufficient knowledge, sophistication and experience in financial,
business and investment matters as is required to evaluate the merits and
risks of subscribing for or purchasing the Placing Shares and 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;
27. that it will indemnify and hold the Company and Investec and its 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 Announcement and further agrees that the Company and Investec 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 Investec
and the Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement are given to
Investec for itself and on behalf of the Company and will survive completion
of the Placing and Admission;
28. that time shall be of the essence as regards its obligations pursuant to this
Announcement;
29. that it is responsible for obtaining any legal, financial, 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 Investec to provide any legal, financial,
tax or other advice to it;
30. that all dates and times in this document may be subject to amendment and that
Investec shall notify it of such amendments;
31. that (i) it has complied with its obligations under the Criminal Justice Act
1993, Part VIII of FSMA and the Market Abuse Regulation, (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,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on
the Consolidated List of Financial Sanctions Targets maintained by HM Treasury
of the United Kingdom; or (c) subject to financial sanctions imposed pursuant
to a regulation of the European Union or a regulation adopted by the United
Nations (together, the "Regulations"); and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations and,
if making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Investec such
evidence, if any, as to the identity or location or legal status of any person
which Investec 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 Investec 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 and/or purchased by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Investec may decide in its
absolute discretion;
32. that it will not make any offer to the public of those Placing Shares to be
subscribed for and/or purchased by it for the purposes of the Prospectus
Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules
Instrument 2019 (FCA 2019/80);
33. 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;
34. 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 Investec in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its securities have
a quotation on a recognised stock exchange;
35. 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 Investec;
36. that neither Investec nor the Company owe fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
37. that Investec 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;
38. that it acknowledges and confirms that if it fails to make payment for Placing
Shares allocated to it, Investec may assign its rights and powers under this
Appendix against such defaulting Placee to the Company or Amino Guernsey 2
Limited without notice to the relevant Placee;
39. that no prospectus, admission document or other offering document has been or
will be prepared in connection with the Placing and it has not received and
will not receive a prospectus, admission document or other offering document
in connection with the Placing or the Placing Shares; and
40. that if it has received any confidential price sensitive information
concerning the Company in advance of receipt 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, Investec 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 Investec for themselves
and on behalf of the Company and are irrevocable.
The provisions of this Announcement may be waived, varied or modified as
regards specific Placees or on a general basis by Investec.
The agreement to settle a Placee's subscription and/or purchase (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 or Investec 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 Investec in the event that any of the Company and/or
Investec have 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 Investec 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.
Investec is acting as placing agent for, and broker to, 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
Investec or by any of its Affiliates or agents as to or in relation to, the
accuracy or completeness of any information provided in 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 Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange.
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.
Pursuant to the General Data Protection Regulation as implemented in the UK by
the Data Protection Act 2018 ("GDPR") the Company and/or Investec, may hold
personal data (as defined in the GDPR) relating to past and present
shareholders. Personal data may be retained on record for a period exceeding
six years after it is no longer used. The Company and/or Investec will only
process such information for the purposes set out below (collectively, the
"Purposes"), being to: (a) process its personal data to the extent and in such
manner as is necessary for the performance of their obligations under the
contractual arrangements between them, including as required by or in
connection with its holding of Ordinary Shares, including processing personal
data in connection with credit and money laundering checks on it; (b)
communicate with it as necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares; (c) provide personal data
to such third parties as the Company and/or Investec may consider necessary in
connection with its affairs and generally in connection with its holding of
Ordinary Shares or as the GDPR may require, including to third parties outside
the EEA; and (d) without limitation, provide such personal data to their
respective affiliates for processing, notwithstanding that any such party may
be outside the EEA; and (e) process its personal data for the Company's and/or
Investec's internal administration.
By becoming registered as a holder of Placing Shares, each Placee acknowledges
and agrees that the processing by the Company and/or Investec of any personal
data relating to it in the manner described above is undertaken for the
purposes of: (a) performance of the contractual arrangements between them; and
(b) to comply with applicable legal obligations. In providing the Company
and/or Investec with information, it hereby represents and warrants to each of
them that it has notified any data subject of the processing of their personal
data (including the details set out above) by the Company and/or Investec and
their respective affiliates and group companies, in relation to the holding
of, and using, their personal data for the Purposes. Any individual whose
personal information is held or processed by a data controller: (a) has the
right to ask for a copy of their personal information held; (b) to ask for any
inaccuracies to be corrected or for their personal information to be erased;
(c) object to the ways in which their information is used, and ask for their
information to stop being used or otherwise restricted; and (d) ask for their
personal information to be sent to them or to a third party (as permitted by
law). A data subject seeking to enforce these rights should contact the
relevant data controller. Individuals also have the right to complain to the
UK Information Commissioner's Office about how their personal information has
been handled.
DEFINITIONS
Terms used in this Announcement shall have the following meanings:
"Admission" means the admission of the Placing Shares to trading on AIM;
"Affiliates" (in relation to a person) means, in accordance with Rule 405 of the Securities
Act or Rule 501(b) of Regulation D, as applicable, a person that directly, or
indirectly through one or more intermediaries, controls or is controlled by,
or is under common control with, the person specified and (in relation to a
company) means a body corporate, any subsidiary, subsidiary undertaking or
holding company of such body corporate, and any subsidiary or subsidiary
undertaking of any such holding company for the time being;
"AIM" means the Alternative Investment Market of the London Stock Exchange;
"Bookbuild" a bookbuilding exercise to be completed by Investec in relation to the
Placing;
"Company" means Aferian plc;
"CREST" means the system administered by Euroclear UK & International Limited;
"EEA" means the European Economic Area;
EEA Qualified Investor means qualified investors as defined in Article 2(e) of the Prospectus
Regulation.
"Existing Ordinary Shares" means the Ordinary Shares in issue as at the date of this Announcement;
"FSMA" the Financial Services and Markets Act 2000;
"Group" means the Company and its subsidiaries;
"Investec" means Investec Bank plc, the Company's nominated adviser and broker, together
with Investec Europe Limited (trading as Investec Europe), acting as agent on
behalf of Investec Bank plc in certain jurisdictions in the EEA
"Long Stop Date" means 1 August 2023;
"Ordinary Shares" means the ordinary shares of £0.01 each in the capital of the Company;
"Placee" means a Relevant Person (including individuals, funds or others) who has been
invited to participate in the Placing and on whose behalf a commitment to
subscribe for or acquire Placing Shares has been given;
"Placing Agreement" means the placing agreement entered into between the Company and Investec,
certain terms of which are set out in this Announcement;
"Placing Price" 12 pence per Placing Share;
"Placing Shares" means the Ordinary Shares to be placed with Placees pursuant to the terms of
this Announcement;
"Placing Results Announcement" means the regulatory announcement to be released via Regulatory Information
Service in relation to the results of the Placing;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Relevant Person" has the meaning given to it on the first page of the Appendix to this
Announcement;
"Restricted Jurisdiction" means any jurisdiction in which the offer, sale, resale or delivery of any
equity securities of the Company would be unlawful; and
"Securities Act" means the United States Securities Act of 1933, as amended.
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