REG - Arena Events Group - Proposed Subscription and Placing
RNS Number : 6394HArena Events Group PLC26 March 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
26 March 2020
Arena Events Group plc
Proposed Subscription and Placing to raise gross proceeds of £9.5 million
Arena Events Group plc (AIM: ARE) ("Arena", the "Company" and together with its subsidiaries and subsidiary undertakings, the "Group"), is pleased to announce that it has conditionally raised £9.5 million (before expenses) by way of a subscription for 60,000,000 new Ordinary Shares (the "Subscription") and a placing of 35,000,000 new Ordinary Shares (the "Placing" and together with the Subscription, the "Capital Raising" ), in each case at a price of 10 pence per share . The net proceeds of the Capital Raising will be used to fund the Group's working capital requirements.
· Conditionally raised £9.5 million (before expenses) through the Capital Raising.
· Issue Price of 10 pence per New Ordinary Share, representing a 71 per cent. premium to the VWAP of an Ordinary Share for the five business days preceding the date of this announcement of 5.8 pence.
· The Company's lender, HSBC, has approved the additional drawdown from the existing loan facilities of £4.75 million.
· The Directors believe, on the basis of the facts currently available to them, that the net proceeds from the Capital Raising, in conjunction with the additional credit facilities made available to the Company, should provide sufficient working capital for the Company for the foreseeable future.
· The Subscription and the Placing are inter-conditional and conditional, inter alia, on the passing by Shareholders of certain Resolutions at the General Meeting to be held on 14 April 2020.
· The Group has been actively involved in the provision of disaster relief solutions, in all regions, with a view to assisting the relevant authorities in controlling the impact of the COVID-19 pandemic.
Further information about the Capital Raising is set out in the Appendix to this announcement.
The person responsible for arranging the release of this announcement on behalf of the Company is Greg Lawless, Chief Executive Officer of the Company.
Greg Lawless, Chief Executive Officer of Arena commented:
"We are delighted with the support we have received from our shareholders and lending bank. The funds raised will allow the Group to continue operating as it navigates its way through this difficult period.
"We have been working tirelessly to implement plans to limit the human, financial and commercial consequences of this terrible health disaster on all Arena stakeholders. We have initiated significant cash conservation initiatives across all divisions of the Group, whilst ensuring the health and safety of all our employees to secure the long term future of the Group.
"These initiatives have significantly reduced the Group's future monthly cash outflows which together with the additional financial support from our shareholders and our lending bank puts the Group in a strong financial position to weather the very difficult current market environment.
"We continue to work with all our customers in relation to events scheduled to take place after May in order to mitigate the possible financial and operational impacts in the case further events are cancelled.
"I would like to thank, all of our employees and all stakeholders for the incredible support we have received during these unprecedented and extraordinary times."
Arena Events Group plc
Greg Lawless (CEO)
Steve Trowbridge (CFO)
Cenkos Securities (Nomad and Broker)
Via Alma PR
+44(0)207 397 8900
Max Hartley (Corporate Finance)
Julian Morse (Sales)
Alma PR (Financial PR)
+44(0)208 004 4217
Josh Royston / John Coles / Helena Bogle
Shore Capital (Financial Adviser to TasHeel)
Mark Percy / Toby Gibbs
+44(0)207 408 4090
About Arena Events Group
Arena Events Group plc (www.arenagroup.com) is a provider of temporary physical structures, seating, ice rinks, furniture and interiors. The Group has operations across Europe, the US, the Middle East and Asia, and current clients include Wimbledon Tennis, The Open, PGA European Tour and Ryder Cup.
The Group services major sporting, outdoor and leisure events, providing a managed solution from concept and design through to the construction and integration of the final structure and interior. Contracts range in size and complexity from a simple equipment rental for a local outdoor event, to an integrated solution of multiple structures and interiors for a major international sporting event.
Background to and reasons for the proposed Capital Raising
The Company announced on 16 March 2020 that trading in the two months to the end of February 2020 was in line with management expectations, supported by the largest confirmed pipeline of future events and projects in the Company's history. The announcement also referenced the impact of the COVID-19 virus outbreak on the Group's business.
Since late February, the COVID-19 virus outbreak has spread extensively across the world, impacting all regions in which the Group operates. The situation has affected many of the Group's operations and has placed doubt about the delivery of the Group's key events over the next two to three months, and potentially longer. Initially, customer events were postponed to a date later in the calendar year, with the impact of cancellations limited to smaller events and the tableware parts of the business. Almost all of the larger events serviced by the Group in February and March have been delivered successfully, such as The Cheltenham Festival, Vice Music Festival in Saudi Arabia and the NFL Super Bowl. Therefore, the impact on the results for the 15 month period to the end of March 2020 will not be significant and the Company expects to report underlying results broadly in line with the Board's expectations.
However, as the global COVID-19 situation has changed significantly over the last few weeks, there is now widespread cancellation or postponement of large events, such as the recently announced postponement of the Olympics to 2021, coupled with uncertainty over the likely duration of the disruption. As a result of this ever changing environment, the Company is now working under the assumption that all of its contracted events scheduled for April and May this year will be cancelled and that a number of June events may also be postponed or cancelled. Given the type of large event infrastructure that Arena typically delivers, the preparation and build start dates are typically two to three months ahead of the event. The Company is therefore working with those customers whose events are not scheduled until June or later, with a view to making decisions on whether to commence activity on these venues in the preceding months.
Separately, the Group received an indicative offer for a take-private transaction from a consortium of investors in mid-February. Despite the completion of early-stage due diligence, given the level of market uncertainty as a result of the COVID-19 virus, transaction discussions were terminated on 13 March 2020.
Given the continuing nature of the global disruption, the Company has implemented measures throughout its Group to conserve cash including permanent and temporary lay-offs, reduced working weeks, partial or full salary reductions and unpaid leave. Discretionary expenditure has also been cancelled, rent deferrals have been achieved on a number of Arena's leases and capital expenditure has been extensively scaled back except for those sales contracts already underway.
The Company has been in discussions with its lender, HSBC, which has confirmed the ability to draw down an additional amount of £4.75 million from its existing facilities, conditional on completion of the Capital Raising. Assuming these funding lines remain in place, this will provide significantly more cash resources to assist the Company in getting through this period of global uncertainty.
In November 2019, the Company agreed a short-term financing facility of £2 million with Lombard Odier Investment Managers Group (LOIM) to support the delivery of a number of contracts across the Group's US, UK and MEA divisions. The terms of the facility were announced by the Company on 11 November 2019. In order to conserve existing cash resources of the Company, LOIM has agreed to extend the repayment date of this facility from 8 May 2020 to 25 March 2021. With effect from 8 May 2020, all amounts drawn under the short-term financing facility will bear interest at previously agreed rates for the relevant periods, which will be compounded quarterly and rolled on the principal amount repayable on expiry. All other terms of the facility remain as announced on 11 November 2019.
The Company has prepared detailed cash flow projections for the next 13 weeks that, based on the assumptions set out therein, show only a limited level of cash consumption (up to approximately £2.6 million) in that period. This includes assumptions in light of the recent postponement of the Olympics to 2021.
At this stage, the Company is assuming that major events proceed as scheduled in the late summer and early autumn. There is a risk, however, that these events may also be cancelled and the Company will then work with any affected customers to ensure that an acceptable mutually agreeable outcome can be achieved to mitigate any financial or operational impact on either party. The Company has also been advised by certain customers that some events due to take place earlier in the calendar, such as The Championships at Wimbledon and the Open, are still scheduled to take place. However, the Company will closely monitor the position with respect to these events in order to limit the financial consequences if they were cancelled. The 13-week cash flow projections are not dependent on The Championships at Wimbledon or the Open going ahead on schedule.
Furthermore, several events such as the Hong Kong Sevens, motor racing fixtures, golf competitions and tennis championships, previously scheduled for the first six calendar months of 2020, are now scheduled to take place in the second half of the year. The Company would expect to support these events as before, to the extent that there is available equipment and resources. If any of the events listed immediately above are further postponed, the Company will need to revisit its current cash flow assumptions and this would almost certainly lead to an extension of the cost reduction measures undertaken thus far in order to further preserve the Company's cash resources.
Following the expiry of the 13 week cash flow projection period, and on the basis of the facts and assumptions above, the Directors believe that volume of work may slowly begin to recover and return the Company to its regular cash flow level. In the meantime, the Company will continue to service a number of long term rental and sales customers, as well as delivering a number of unplanned disaster relief work situations across a number of markets, with over £1.1 million of revenue already secured from temporary health facilities.
The Directors believe, on the basis of the facts currently available to them, that the proceeds from the Capital Raising, in conjunction with additional credit facilities made available to the Company, should provide sufficient working capital for the Company for the foreseeable future.
Given the rapidly changing global situation, and the current uncertainty over the duration of the disruption caused by the COVID-19 pandemic, it is impossible to predict, with any certainty, the continuing impact on global sporting events and the Group's business. As such, this announcement should be considered against this backdrop and Shareholders and potential investors should understand that there is a very high level of uncertainty surrounding any forward looking statements and assumptions stated in connection with the Capital Raising.
Details of the Subscription
TasHeel has conditionally agreed to subscribe for the Subscription Shares at the Issue Price. The Subscription Shares will, when issued, be credited as fully paid and will rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after Admission. The Subscription Shares will represent approximately 24.2 per cent. of the Enlarged Share Capital. Completion of the Subscription is inter-conditional with the Placing and conditional upon the passing of the Resolutions, the Placing Agreement becoming unconditional in all respects (save in relation to any condition relating to the Subscription Agreement becoming unconditional) and Admission.
Information on TasHeel
The TasHeel Group was founded in 2003 in the Kingdom of Saudi Arabia, and TasHeel Holding Group LLC was incorporated in 2016. The TasHeel Group is a broad based international group with more than 1,000 employees across a number of business operations which provide visa, travel, concierge and business process services to individuals, ministries, government departments and large enterprises.
TasHeel's investment philosophy is one founded on disciplined value investment seeking long term capital appreciation. TasHeel seeks to identify and invest in innovative businesses that are unique and attractively valued with solid base cash flows, asset values and rapid growth potential where TasHeel can establish a close working relationship with the management team to align the interests for superior performance.
TasHeel's investment strategy involves seeking a management team that demonstrates passion and the appetite to create a world class enterprise underpinned by a proven track record and strong execution skills that would give the company a sustainable competitive advantage. Any such investment should offer a well differentiated market positioning and the potential to achieve a leadership position in a well-defined, large and growth market.
Details of the Placing
The Company has conditionally raised gross proceeds of £3.5 million (before expenses) through the placing of the Placing Shares at the Issue Price. The Placing Shares will represent approximately 14.1 per cent. of the Enlarged Share Capital of the Company. The Issue Price represents a premium of 71 per cent. to the 5 day VWAP of 5.8 pence per Ordinary Share.
Greg Lawless, Chief Executive Officer, has agreed to subscribe for 2,500,000 Placing Shares.
Related party transaction
LOIM has agreed to subscribe for 18,800,000 Placing Shares. LOIM has agreed to extend the repayment date of the short term financing facility provided to the Company (as announced on 11 November 2019 and described above) from 8 May 2020 to 25 March 2021. With effect from 8 May 2020, all amounts drawn under the short-term financing facility will bear interest at previously agreed rates for the relevant periods which will be compounded quarterly and rolled on the principal amount repayable on expiry. All other terms of the facility remain as announced on 11 November 2019.
LOIM currently holds approximately 25.1 per cent. of the Existing Ordinary Shares and is therefore a "substantial shareholder" under the AIM Rules. As such the subscription for shares in the Placing and the amendment of the terms of the short term financing facility constitute a related party transaction under the AIM Rules.
In addition, as Greg Lawless is a director of the Company and is participating in the Placing therefore his participation in the Placing will be a related party transaction.
The Directors, having consulted with Cenkos as the Company's nominated adviser, consider the terms of LOIM and Greg Lawless' subscriptions and the change to the terms of the short term financing facility to be fair and reasonable insofar as the independent Shareholders are concerned.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Cenkos has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. Cenkos has conditionally placed the Placing Shares with certain institutional and other investors at the Issue Price. The Placing has not been underwritten by Cenkos.
The Placing is conditional, inter alia, on:
· the passing of the Resolutions;
· the conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission of the Placing Shares;
· the Subscription Agreement having become unconditional in all respects (save in respect of any condition under the Placing Agreement becoming unconditional and Admission) and the net proceeds of the Subscription having been received in cleared funds by the Company by no later than the Business Day (as defined in the Placing Agreement) prior to Admission; and
· Admission becoming effective by no later than 8.00 a.m. on 15 April 2020 or such later time and/or date as the Company and Cenkos may agree (being no later than 8.00 a.m. on 28 April 2020).
The Placing Agreement contains customary warranties given by the Company to Cenkos as to matters in relation to, inter alia, the accuracy of the information in the Circular and other matters relating to the Group and its business. In addition, the Company has provided a customary indemnity to Cenkos in respect of liabilities arising out of or in connection with the Placing. Cenkos is entitled to terminate the Placing Agreement in certain circumstances prior to Admission including circumstances where any of the warranties are found not to be true or accurate or were misleading in any respect, the failure of the Company to comply in any material respect with any of its obligations under the Placing Agreement, the occurrence of certain force majeure events or a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Group as a whole, whether or not arising in the ordinary course of business.
Settlement and dealings
The New Ordinary Shares will be issued credited as fully paid and will rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after Admission. The New Ordinary Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. On the assumption that, inter alia, the Resolutions are duly passed, it is expected that Admission will become effective on or around 8.00 a.m. 15 April 2020.
Summary of the Relationship Agreement
Earlier today, the Company entered into the Relationship Agreement with TasHeel. The purpose of the Relationship Agreement is to ensure that the Company is capable of carrying on its business independently of TasHeel. The Relationship Agreement is conditional upon and will take effect on Admission and will continue in force for so long as TasHeel holds not less than 17.5 per cent. of the Ordinary Shares. The Relationship Agreement contains undertakings by TasHeel in favour the Company, including:
· to exercise its rights as a shareholder of the Company to ensure that the Group is managed for the benefit of the Shareholders as a whole and not solely for the benefit of TasHeel;
· to ensure that any business between TasHeel and the Group is conducted on an arm's length basis;
· not to exercise its voting rights to change the Articles in any way that would be inconsistent with the AIM Rules or the Company's independence from TasHeel;
· not to take any action that would have the effect of preventing, or which is reasonably expected to prevent, any member of the Group from complying with its obligations under applicable laws, including Rule 13 (Related party transactions) of the AIM Rules;
· not to take any action, or omit to take any action, which TasHeel is aware would be likely to result in the cancellation of the admission of the Ordinary Shares to trading on AIM, unless such cancellation is as a result of making or accepting a takeover offer or is otherwise caused by a transaction such as a scheme of arrangement or reconstruction; and
· to take no action that would result in the Board having fewer than two independent directors and not to propose a resolution to shareholders to remove an independent director from the Board.
Under the Relationship Agreement, and for so long as TasHeel holds not less than 17.5 per cent. of the Ordinary Shares, TasHeel has the right to appoint one director to the Board as a non-executive director. A Nominated Director has not yet been appointed to the Board and the Company will make an announcement in due course when the first Nominated Director is so appointed.
The Nominated Director will not initially be a member of any committee of the Board and will not initially be paid a fee for their services but will be entitled to have expenses reimbursed in accordance with the Company's expenses policy for directors. The Nominated Director will be subject to future re-election by shareholders in the first annual general meeting following their appointment and, in any event it is the Company's current policy that all directors stand for re-election at each annual general meeting.
Use of proceeds
The Directors intend that the net proceeds of the Capital Raising of £9.5 million will be used to fund general working capital requirements of the Group and the ongoing cash requirements of the Group during the period of uncertainty caused by the COVID-19 virus pandemic.
Effect of the Capital Raising
Upon Admission, the Enlarged Share Capital is expected to be 247,710,883 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 38.4 per cent. of the Enlarged Share Capital.
Following the completion of the Capital Raising, two Shareholders (TasHeel and LOIM) will hold in aggregate 47.3 per cent. of the Enlarged Share Capital. The interests of these Shareholders may not, in all cases, be aligned with the interests of other Shareholders. TasHeel has agreed to separate independence provisions in the Relationship Agreement which is summarised in paragraph 7 above.
While these Shareholders have a shareholding in aggregate above 25 per cent. of the Ordinary Shares, they will (if they were to act together) have the ability to block special resolutions proposed at general meetings of the Shareholders. In order to voluntarily terminate trading on AIM, Shareholders would need to pass a special resolution. Therefore, while these Shareholders (acting together) could block such a resolution, they do not have the unilateral power to cause trading on AIM to be terminated.
TasHeel and LOIM will each have holdings individually in excess of 23 per cent. of the Enlarged Share Capital. If any one of these Shareholders (together with anyone with whom they were acting in concert) was, through purchases of further Ordinary Shares, to increase their shareholding to or above 30 per cent of the Ordinary Shares, they would be required under Rule 9 of the Takeover Code to make a general offer to all the remaining Shareholders to acquire their Ordinary Shares. Such an offer must be made in cash (or with a full cash alternative) at a price not less than the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in Ordinary Shares during the 12 months prior to the announcement of the offer. Alternatively, either of these Shareholders could make a general offer (not under Rule 9 of the Takeover Code) to all the remaining Shareholders to acquire their Ordinary Shares. Given their significant existing shareholdings, the number of Ordinary Shares they would have to acquire to successfully complete a takeover and take the company private is lower than would be the case for a third party offeror.
The table below sets out, so far as is known to the Company, those persons who are interested in Ordinary Shares carrying 3 per cent. or more of the voting rights in the Company as at the Latest Practicable Date and as they are expected to be on Admission:
Substantial shareholders before and after Admission
Existing Ordinary Shares
% holding of Existing Ordinary Shares
Ordinary Shares on Admission
% holding of Ordinary Shares on Admission
Oryx International Growth Fund Limited
GAM Holding AG
Canaccord Genuity Wealth Management
SUMMARY OF THE CAPITAL RAISING STATISTICS
Number of Existing Ordinary Shares in issue at the Latest Practicable Date
Number of Subscription Shares
Subscription Shares as a percentage of the Enlarged Share Capital
24.2 per cent.
Number of Placing Shares
Placing Shares as a percentage of the Enlarged Share Capital
14.1 per cent.
Enlarged Share Capital
Percentage of the Existing Ordinary Shares being issued pursuant to the Capital Raising
62.2 per cent.
Estimated expenses of the Capital Raising
Estimated net proceeds of the Capital Raising receivable by the Company
Market capitalisation on Admission at the Issue Price
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular
26 March 2020
Latest time and date for receipt of Forms of Proxy and CREST voting instructions
10.00 a.m. on 8 April 2020
10.00 a.m. on 14 April 2020
Results of General Meeting announced
14 April 2020
Admission and dealings in the New Ordinary Shares expected to commence on AIM
8.00 a.m. on 15 April 2020
Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form
15 April 2020
Where applicable, expected date for dispatch of definitive share certificates for New Ordinary Shares in certificated form
within 10 business days of Admission
The following definitions apply throughout this announcement:
the Companies Act 2006 (as amended)
means admission to trading on AIM of the New Ordinary Shares becoming effective in accordance with the AIM Rules
the AIM Market operated by the London Stock Exchange
the AIM Rules for Companies published by the London Stock Exchange from time to time
the existing articles of association of the Company as at the date of this announcement
together, the Subscription and the Placing
Cenkos Securities plc, the Company's nominated adviser and broker
"certificated form" or "in certificated form"
an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST)
the shareholder circular of the Company expected to be published on or around 26 March 2020
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Directors" or "Board"
the directors of the Company or any duly authorised committee thereof
"Enlarged Share Capital"
the 247,710,883 Ordinary Shares immediately following Admission comprising the Existing Ordinary Shares and the New Ordinary Shares
Euroclear UK & Ireland Limited, the operator of CREST
"Existing Ordinary Shares"
the 152,710,883 Ordinary Shares in issue at the date of this announcement, all of which are admitted to trading on AIM
the UK Financial Conduct Authority
the general meeting of the Company to be held at 4 Deer Park Road, London SW19 3GY at 10.00 a.m. on 14 April
HSBC UK Bank PLC
pence per New Ordinary Share
"Latest Practicable Date"
24 March 2020
Lombard Odier Investment Managers Group, in respect of funds or accounts managed by its entities
"London Stock Exchange"
London Stock Exchange plc
"New Ordinary Shares"
means together, the Subscription Shares and the Placing Shares
a non-executive director appointed to the Board by TasHeel pursuant to the terms of the Relationship Agreement
"Notice of General Meeting"
the notice convening the General Meeting which will be set out at the end of the Circular
ordinary shares of 1 penny each in the capital of the Company
the proposed placing by Cenkos, as agent on behalf of the Company, of the Placing Shares pursuant to the Placing Agreement
the 35,000,000 new Ordinary Shares conditionally placed with investors pursuant to the Placing that will be allotted and issued subject to, inter alia, the passing of the Resolutions and Admission
the conditional agreement made between the Company and Cenkos and dated 26 March 2020 relating to the Placing
the conditional relationship agreement dated 26 March 2020 and made between the Company and TasHeel to take effect from Admission
the resolutions to be set out in the Notice of General Meeting for the purposes of implementing the Capital Raising
holders of Ordinary Shares from time to time
the conditional subscription by TasHeel for the Subscription Shares
the subscription agreement dated 26 March 2020 and made between the Company and TasHeel in relation to the Subscription
the 60,000,000 new Ordinary Shares conditionally subscribed for by TasHeel that will be allotted and issued to TasHeel subject to, inter alia, the passing of the Resolutions and Admission
the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers from time to time.
TasHeel Holdings Group, a company incorporated and operating in the Kingdom of Saudi Arabia
TasHeel, its subsidiaries and its subsidiary undertakings
the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"
the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction
"uncertificated" or "in uncertificated form"
an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
volume weighted average price
The distribution of this announcement and any other documentation associated with the Capital Raising into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").
The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the US.
The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Australia, Canada, Japan, or the Republic of South Africa.
This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Cenkos. Subject to the AIM Rules for Companies, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.
Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Cenkos by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Cenkos does not accept any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the New Ordinary Shares or the Capital Raising, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Cenkos accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
No statement in this announcement is intended to be a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of the Company.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by applicable law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.
This announcement should not be considered a recommendation by the Company, Cenkos or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
All references to time in this announcement are to London time, unless otherwise stated.
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