REG-Augmentum Fintech Plc: Proposed Placing of New Ordinary Shares
26/10/2020 07:05
26 October 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EC NO. 596/2014) ("MAR").
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF
THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
Neither this Announcement nor any part of it constitutes an offer or
invitation to underwrite, an offer to sell or acquire or the solicitation of
an offer to subscribe for or acquire any securities in any jurisdiction in
which any such offer or solicitation would be unlawful and the information
contained herein is not for publication or distribution, in whole or in part,
directly or indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, Japan, any member state of the EEA or any
jurisdiction in which such publication or distribution would be unlawful. The
securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933 (as amended), under the securities legislation
of any state of the United States or under the applicable securities laws of
Australia, Canada, the Republic of South Africa, Japan or any member state of
the EEA.
LEI: 213800OTQ44T555I8S71
Augmentum Fintech plc
(the “Company” or “Augmentum Fintech”)
Proposed Placing of New Ordinary Shares
Further to the announcement made by the Company on 6 October 2020, the board
of directors of Augmentum Fintech, the UK’s only publicly listed fintech
investment company, (the "Board") is pleased to announce its intention to
conduct a placing of new ordinary shares of £0.01 each in the capital of the
Company (“Ordinary Shares”) (“Placing Shares”) to raise gross proceeds
of up to approximately £28 million (the “Placing”) at a price of 120
pence per new Ordinary Share (the “Issue Price”).
In addition to the Placing, there will be an offer made by the Company on the
PrimaryBid platform of Ordinary Shares (“Retail Shares”) at the Issue
Price (the "Retail Offer" and together with the Placing Shares, the ”New
Ordinary Shares”) to provide retail investors with an opportunity to
participate in the equity fundraising alongside institutional investors. A
separate announcement will be made shortly regarding the Retail Offer and its
terms. For the avoidance of doubt, the Retail Offer is not part of the
Placing.
Highlights
* Placing and Retail Offer (together, the "Fundraise") to raise total gross
proceeds of up to approximately £28 million, on a non-pre-emptive basis
* Proceeds of the Fundraise are to be used to fund investments selected from
the Company’s near-term qualified pipeline, which currently contains
approximately £120 million of investment opportunities across all target
sectors and geographies, and continues to grow
* The maximum number of New Ordinary Shares available to be issued pursuant to
the Fundraising is 23,371,380, representing approximately 20% of the Company's
existing issued share capital (excluding shares held in treasury)
* The Issue Price is 120 pence per New Ordinary Share. This represents a
premium of approximately 3.4% to the Company’s audited Net Asset Value per
Ordinary Share as at 31 March 2020 of 116.1 pence per Ordinary Share
* The Issue Price represents a discount of approximately 6.3% to the closing
price per Ordinary Share on 23 October 2020 of 128 pence per Ordinary Share
* The Placing closes at 5.00 p.m. on 29 October 2020
* The Company has today issued a trading update
* Nplus1 Singer Capital Markets Limited ("Nplus1") and Peel Hunt LLP ("Peel
Hunt") are acting as joint brokers and joint bookrunners in connection with
the Placing (the "Joint Bookrunners")
Commenting on today's announcement, Neil England, Chairman of Augmentum
Fintech plc said:
“The trend towards a digital economy has accelerated as a result of the
change in life and work routines over the past year. The fintech sector has
been a beneficiary of this acceleration. Augmentum is unique as a fintech
specialist with a closed end structure offering patient capital to companies
as they scale-up. We are well positioned in the sector with strong access to
dealflow and our near term pipeline continues to grow. We believe there are
further opportunities for the Company to deliver attractive returns for its
shareholders.”
Background to the Company
Augmentum Fintech invests in fast growing fintech businesses that are
disrupting the financial services sector. Augmentum Fintech is the UK’s only
publicly listed investment company focusing on the fintech sector in the UK
and wider Europe, having launched on the main market for listed securities
(the "Main Market") of London Stock Exchange plc (the "London Stock Exchange")
in 2018, giving businesses access to patient capital and support, unrestricted
by conventional fund timelines and giving public markets investors access to a
largely privately held investment sector during its main period of growth.
The Company has today separately issued a trading update.
Reasons for the Fundraise and use of proceeds
The Board, as advised by its portfolio manager, Augmentum Fintech Management
Limited (the "Portfolio Manager"), believes that there continue to be
attractive opportunities for the Company to deliver returns for its
shareholders through investment in a portfolio of fintech businesses in the UK
and wider Europe and to generate capital growth over the long term for
shareholders.
The Company intends to use the net proceeds of the Fundraise to acquire
investments in accordance with the Company's investment objective and
investment policy, in particular including those investments that form part of
the near-term qualified pipeline, which currently contains approximately £120
million of investment opportunities across all target sectors and geographies,
and continues to grow.
Overview of the Fundraise
Pursuant to the Placing and Retail Offer, the Company may issue up to
23,371,380 New Ordinary Shares to raise up to approximately £28 million
(gross) or approximately £27.5 million (net of expenses) at the Issue Price
of 120 pence per Ordinary Share. The Fundraise is not pre-emptive.
The Placing will commence immediately following this announcement and will be
closed at 5.00 p.m. on 29 October 2020 but may be closed earlier or later at
the discretion of the Joint Bookrunners. A separate announcement will be made
shortly regarding the Retail Offer and its terms. For the avoidance of doubt,
the Retail Offer is not part of the Placing.
The Placing Shares will, following their proposed admission to listing on the
premium segment of the Official List of the Financial Conduct Authority (the
"Official List") and to trading on the premium segment of the Main Market of
the London Stock Exchange ("Admission"), rank pari passu in all respects with
the existing Ordinary Shares and the Retail Shares.
The Issue Price is calculated by reference to the net asset value per Ordinary
Share as at 31 March 2020 (audited) of 116.1 pence plus a premium.
The maximum number of Placing Shares that can be issued pursuant to the
Placing is 23,371,380. This maximum number is governed by the maximum number
of shares that can be issued by the Company pursuant to the authority to allot
granted by the Company's shareholders at its general meeting held on 1 July
2019 to issue up to 150 million Ordinary Shares and/or C Shares in aggregate
(such authority to expire on 31 December 2020 unless previously revoked or
varied by the Company in general meeting) but limited by the maximum number of
shares that the Company can issue without the need to publish a prospectus
under applicable law and regulation. This number of Placing Shares represents
approximately 20% of the Company’s current total issued share capital
(excluding shares held in treasury). The maximum number of Placing Shares
issued pursuant to the Placing will be reduced by the number of new Retail
Shares issued under the Retail Offer, which is limited to 6,000,000 Retail
Shares and is subject to scaling back in certain circumstances.
Each of Nplus1 and Peel Hunt has agreed to use its respective reasonable
endeavours to procure subscribers (the “Placees”) pursuant to the Placing
for the Placing Shares at the Issue Price on the terms and subject to the
conditions set out in the placing agreement which has been entered into
between, inter alia, the Company and the Joint Bookrunners. The Placing is not
being underwritten. In the event that commitments under the Placing exceed the
maximum number of Placing Shares available, applications under the Placing
will be scaled back at the absolute discretion of the Joint Bookrunners (but
after consultation with the Company). The Placing is conditional upon, inter
alia, Admission of the Placing Shares occurring not later than 8.00 a.m. on 3
November 2020 (or such later date and time as may be agreed between the
Company and the Joint Bookrunners, not being longer than 13 November 2020).
The terms and conditions that apply to any subscription for Placing Shares
procured pursuant to the Placing by Nplus1 and Peel Hunt are set out in the
Appendix to this announcement.
Expected Timetable
2020
Placing opens 26 October
Latest time and date for commitments under the Placing 5.00 p.m. on 29 October
Publication of results of the Placing 30 October
Admission and dealings in New Ordinary Shares commence 8.00 a.m. on 3 November
CREST accounts credited with uncertificated Placing Shares 3 November
Where applicable, definitive share certificates despatched by post in the week commencing 9 November
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service.
Applications will be made to the Financial Conduct Authority and the London
Stock Exchange for all of the New Ordinary Shares to be admitted to listing on
the premium listing segment of the Official List and to trading on the premium
segment of the Main Market respectively. It is expected that Admission will
become effective and dealings in the Placing Shares will commence at 8.00 a.m.
on 3 November 2020.
For further information, please contact:
Augmentum Tim Levene, Portfolio Manager Nigel Szembel, Investor Relations +44 (0)20 3961 5420 +44 (0)7802 362088 nigel@augmentum.vc
Peel Hunt LLP (Joint Broker and Joint Bookrunner) Liz Yong, Luke Simpson, Tom Pocock (Investment Banking) Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris (Sales) Sohail Akbar (ECM) +44 (0)20 7418 8900
Nplus1 Singer Capital Markets Limited (Joint Broker and Joint Bookrunner) Harry Gooden, Robert Peel, James Moat (Investment Banking) Sam Greatrex, Alan Geeves, James Waterlow, Paul Glover (Sales) +44 (0)20 7496 3000
Frostrow Victoria Hale, Company Secretary +44 (0)20 3170 8732 info@frostrow.com
Notes to Editors
Augmentum Fintech invests in fast growing fintech businesses that are
disrupting the financial services sector. Augmentum Fintech is the UK’s only
publicly listed investment company focusing on the fintech sector in the UK
and wider Europe, having launched on the Main Market of the London Stock
Exchange in 2018, giving businesses access to patient capital and support,
unrestricted by conventional fund timelines and giving public markets
investors access to a largely privately held investment sector during its main
period of growth.
This Announcement (as defined below) should be read in its entirety. In
particular, you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT (THE
"APPENDIX")) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS
"ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH
THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS.
Terms used but not otherwise defined in this "Important Notices" section of
this Announcement have the meaning attributed to them in the Announcement
unless the context otherwise requires.
This Announcement is not for public release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction in which such release, publication or distribution would be
unlawful.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or other jurisdiction of
the United States, and may not be offered, sold, resold, transferred or
delivered, directly or indirectly in the United States or to or for the
account or benefit of, US Persons (as defined in Regulation S under the
Securities Act ("Regulation S"), except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. No public offering of the
Placing Shares is being made in the United States.
The Company is not and does not intend to become an "investment company"
within the meaning of the US Investment Company Act of 1940, as amended (the
"US Investment Company Act"). Accordingly, the Company has not been, and will
not be, registered under the US Investment Company Act and investors will not
be entitled to the benefits of the US Investment Company Act.
No action has been taken by the Company, Nplus1 Singer Capital Markets Limited
("Nplus1") or Peel Hunt LLP ("Peel Hunt") or any of their respective
affiliates, or any of its or their respective directors, officers, partners,
employees, advisers or agents (collectively, "Representatives") that would
permit an offer of the Ordinary Shares and/or the Placing Shares or possession
or distribution of this Announcement or any other publicity material relating
to such Ordinary Shares and/or Placing Shares in any jurisdiction where action
for that purpose is required. Persons receiving this Announcement are required
to inform themselves about and to observe any restrictions contained in this
Announcement. Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action. Persons
distributing any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement is directed at and is only being distributed to: (a) persons
in member states of the European Economic Area who are "qualified investors",
as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") and to whom the Placing Shares may
lawfully be marketed under the Alternative Investment Fund Managers Directive
(Directive 2011/61/EU) or under the applicable implementing legislation (if
any) of the relevant member state ("Qualified Investors"), (b) persons in the
United Kingdom who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order and (ii) are
Qualified Investors, or (c) otherwise, persons to whom it may otherwise
lawfully be communicated (each such person in (a), (b) and (c), a "Relevant
Person"). No other person should act on or rely on this Announcement and
persons distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you represent
and agree that you are a Relevant Person. This Announcement must not be acted
on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement or the Placing relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons.
No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward?looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward?looking statements. These forward-looking statements, which may
use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward?looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company, Nplus1 and Peel Hunt expressly disclaims
any obligation or undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise
unless required to do so by applicable law or regulation.
Nplus1 and Peel Hunt, each of which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, are acting exclusively for the
Company and for no one else in connection with the Placing and will not regard
any other person (whether or not a recipient of this Announcement) as a client
in relation to the Placing or any other matter referred to in this
Announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for giving
advice in relation to the Placing or any other matter referred to in this
Announcement.
This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Nplus1 or Peel Hunt (apart from the
responsibilities or liabilities that may be imposed by the Financial Services
and Markets Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder) or by their respective affiliates or any of their respective
Representatives as to, or in relation to, the accuracy, adequacy, fairness or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or their
respective advisers or any other statement made or purported to be made by or
on behalf of Nplus1 or Peel Hunt or any of their respective affiliates or by
any of their respective Representatives in connection with the Company, the
Placing Shares, the Placing, the Fundraising or any other matter referred to
in this Announcement and any responsibility and liability whether arising in
tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by Nplus1 or Peel Hunt
or any of their respective affiliates or any of their respective
Representatives as to the accuracy, fairness, verification, completeness or
sufficiency of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly available
to any interested party or their respective advisers, and any liability
therefor is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing or any other matter referred to
in this Announcement. Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and other
information described in this Announcement. This Announcement does not
identify or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the Placing Shares
and/or the Ordinary Shares. The price and value of securities can go down as
well as up and investors may not get back the full amount invested upon the
disposal of the shares. Past performance is not a guide to future performance.
The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. 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, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
All offers of the Placing Shares and/or any other shares to be offered under
the Fundraising will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus. This Announcement is
being distributed and communicated to persons in the United Kingdom only in
circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the main market for listed
securities of the London Stock Exchange.
The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each Placee will be deemed to have
read and understood this Announcement (including the Appendix) in its
entirety, to be participating in the Placing and making an offer to acquire
and acquiring Placing Shares on the terms and subject to the conditions set
out in the Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
the Appendix to this Announcement.
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.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
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 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 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 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, Nplus1 and Peel
Hunt will only procure investors through the Placing 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
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: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES (AS DEFINED BELOW) ONLY REGARDING
THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING (AS DEFINED
BELOW). THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING
OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"))
("QUALIFIED INVESTORS"), (B) PERSONS IN THE UNITED KINGDOM WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR
PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A)
TO (D) OF THE ORDER AND (II) ARE QUALIFIED INVESTORS, AND (C) OTHERWISE,
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH SUCH
PERSON IN (A), (B) and (C), A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT
OR RELY ON THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT
YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE SECURITIES IN THE COMPANY (AS DEFINED BELOW).
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES, THE UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL,
TAX AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.
Terms used but not otherwise defined in this Appendix to the Announcement have
the meaning attributed to them in the Announcement (including the "Important
Notices" section of the Announcement) unless the context otherwise requires.
Persons who are invited to and who choose to participate in the placing (the
"Placing") of the Placing Shares by making an oral or written offer to acquire
Placing Shares (including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given) ("Placees") will be deemed to
have read and understood this Announcement in its entirety and to be making
such offer on the terms and conditions, and to be providing (and shall only be
permitted to participate in the Placing on the basis that they have provided)
the representations, warranties, indemnities, acknowledgements, undertakings
and agreements, contained in this Appendix. In particular, each such Placee
represents, warrants, acknowledges and agrees to each of Augmentum Fintech plc
(the "Company"), Nplus1 Singer Capital Markets Limited ("Nplus1") and Peel
Hunt LLP ("Peel Hunt") that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business;
2. if the Placee is a natural person, such Placee is not under the age of
majority (18 years of age in the United Kingdom) on the date of such Placee's
agreement to subscribe for Placing Shares under a Placing and will not be any
such person on the date any such agreement to subscribe under the Placing is
accepted;
3. it is acquiring the Placing Shares for its own account or is acquiring the
Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgments, undertakings and
agreements contained in this Announcement;
4. it understands (or if acting for the account of another person, such person
has confirmed that such person understands) the resale and transfer
restrictions set out in this Announcement (including this Appendix)?
5. it understands that the Placing Shares have not been and will not be
registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States and may not
be offered, sold or transferred, directly or indirectly, within the United
States or to, or for the account or benefit of, US Persons (as defined in
Regulation S of the Securities Act ("Regulation S")) except pursuant to an
exemption from the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States?
6. it and the person(s), if any, for whose account or benefit it is acquiring
the Placing Shares are (a)(i) outside the United States and will be outside
the United States at the time the Placing Shares are acquired by it and (ii)
not a US Person and are acquiring the Placing Shares in an "offshore
transaction" within the meaning of Regulation S and are not acquiring the
Placing Shares for the account or benefit of a US Person; and
7. unless the Company expressly consents otherwise in writing, no portion of
the assets used to purchase, and no portion of the assets used to hold, the
Placing Shares or any beneficial interest therein constitutes or will
constitute the assets of: (a) an "employee benefit plan" as defined in Section
3(3) of the United States Employee Retirement Income Security Act of 1974, as
amended ("ERISA") that is subject to Title I of ERISA; (b) a "plan" as defined
in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US
Tax Code"), including an individual retirement account or other arrangement
that is subject to Section 4975 of the US Tax Code; or (c) an entity which is
deemed to hold the assets of any of the foregoing types of plans, accounts or
arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax
Code. In addition, if a Placee is a governmental, church, non-US or other
employee benefit plan that is subject to any federal, state, local or non-US
law that is substantially similar to the provisions of Title I of ERISA or
Section 4975 of the US Tax Code, its purchase, holding, and disposition of the
Placing Shares must not constitute or result in a non-exempt violation of any
such substantially similar law;
8. if any Placing Shares offered and sold pursuant to Regulation S are issued
in certificated form, then such certificates evidencing ownership will contain
a legend substantially to the following effect, unless otherwise determined by
the Company in accordance with applicable law:
"AUGMENTUM FINTECH PLC (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED. IN ADDITION, THE
SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES.";
1. if in the future the Placee decides to offer, sell, transfer, assign or
otherwise dispose of its Placing Shares, it will do so only in compliance with
an exemption from the registration requirements of the Securities Act and
under circumstances which will not require the Company to register under the
US Investment Company Act of 1940 (as amended) (the "US Investment Company
Act"). It acknowledges that any sale, transfer, assignment, pledge or other
disposal made other than in compliance with such laws and the above stated
restrictions will be subject to the compulsory transfer provisions as provided
in the articles of association of the Company;
2. it is purchasing the Placing Shares for its own account or for one or more
investment accounts for which it is acting as a fiduciary or agent, in each
case for investment only, and not with a view to or for sale or other transfer
in connection with any distribution of the Placing Shares in any manner that
would violate the Securities Act, the US Investment Company Act or any other
applicable securities laws;
3. it acknowledges that the Company reserves the right to make inquiries of
any holder of the Placing Shares or interests therein at any time as to such
person's status under US federal securities laws and to require any such
person that has not satisfied the Company that holding by such person will not
violate or require registration under US securities laws to transfer such
Placing Shares or interests in accordance with the articles of association of
the Company;
4. it acknowledges and understands that the Company is required to comply with
UK law and regulation implementing various intergovernmental agreements
relating to the automatic exchange of information for international tax
compliance ("Exchange of Information Requirements"). It agrees to furnish any
information and documents, which the Company may from time to time request for
the purpose of compliance with the Exchange of Information Requirements and it
further consents to allowing and authorising the Company to disclose and
supply any information, forms or documentation to HM Revenue & Customs (who
may, if required, in turn pass it on to the tax authorities of any other
relevant jurisdiction) and, to the extent relevant it shall procure that the
beneficial owner of the Placing Shares provides such consent and authorisation
to the Company in respect of any such information forms or documents relating
to it; and
5. the Company, Nplus1 and Peel Hunt will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and agreements.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.
No representation is made by the Company, Nplus1 or Peel Hunt to any Placees
regarding an investment in the Placing Shares.
Bookbuild
Nplus1 and Peel Hunt (together, the "Joint Bookrunners") will today commence
the bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares. Members of the public are not
entitled to participate in the Placing.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their absolute
discretion, determine.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into an agreement (the "Placing Agreement") with
Augmentum Fintech Management Limited (the "Portfolio Manager"), Frostrow
Capital LLP (the "AIFM") and the Joint Bookrunners under which, subject to the
conditions set out therein, each of the Joint Bookrunners has agreed, subject
to the terms set out in such agreement, severally, and not jointly or jointly
and severally, as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for new ordinary shares of one penny
each in the capital of the Company (the "Ordinary Shares") (the "Placing
Shares") representing up to approximately 20% of the Company’s existing
issued share capital at a price of 120 pence per Placing Share (the "Issue
Price").
The Placing Shares will, when issued, be credited as fully paid and will 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
in respect of such Ordinary Shares after the date of issue of the Placing
Shares.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority (the "FCA") for
admission of the Placing Shares to listing on the premium listing segment of
the Official List of the FCA (the "Official List") and to London Stock
Exchange plc (the "London Stock Exchange") for admission of the Placing Shares
to trading on the premium segment of the main market for listed securities of
the London Stock Exchange (the "Main Market") (together, "Admission").
It is expected that Admission will become effective at or around 8.00 a.m. on
3 November 2020 and that dealings in the Placing Shares will commence at that
time.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are acting as joint bookrunners and agents of the
Company in connection with the Placing.
2. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by the Joint Bookrunners. Each of
the Joint Bookrunners and their respective agents and affiliates are each
entitled to enter bids in the Bookbuild as principal.
3. The final number of Placing Shares will be determined by the Joint
Bookrunners (but after consultation with the Company) following completion of
the Bookbuild. The number of Placing Shares will be announced on a FCA-listed
regulatory information service (a "Regulatory Information Service") following
the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate their bid
by telephone or in writing to their usual sales contact at Peel Hunt or
Nplus1. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Issue Price. Bids may be
scaled down by the Joint Bookrunners on the basis referred to in paragraph 11
below.
5. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and, except with the Joint Bookrunners' consent,
will not be capable of variation or revocation after the time at which it is
submitted. Each Placee's obligations will be owed to the Company and the Joint
Bookrunners. Each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to each of the Joint Bookrunners as agent of the
Company, to pay in cleared funds immediately on the settlement date, in
accordance with the registration and settlement requirements set out below, an
amount equal to the product of the Issue Price and the number of Placing
Shares such Placee has agreed to subscribe for and the Company has agreed to
allot to them.
6. The Bookbuild is expected to close at 5pm on 29 October 2020, but may be
closed earlier or later at the absolute discretion of the Joint Bookrunners.
The Joint Bookrunners may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between the Joint
Bookrunners in their absolute discretion (but after consultation with the
Company) and will be confirmed orally or in writing by either of the Joint
Bookrunners (each as agent of the Company) following the close of the
Bookbuild. This confirmation to such Placee will constitute an irrevocable
legally binding commitment upon that person (who will at that point become a
Placee) in favour of the Joint Bookrunners and the Company to subscribe for
the number of Placing Shares allocated to it at the Issue Price on the terms
and conditions set out in this Appendix and in accordance with the Company's
articles of association and each Placee will be deemed to have read and
understood this Announcement (including this Appendix) in its entirety.
8. All obligations under the Bookbuild and Placing will be subject to
fulfilment or, where applicable, waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Right to terminate under the Placing
Agreement".
9. By participating in the Bookbuild, each Placee will agree 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.
10. Each prospective Placee's allocation and commitment will be evidenced by a
contract note or trade confirmation issued to such Placee by either of the
Joint Bookrunners. The terms of this Appendix will be deemed incorporated by
reference therein.
11. Subject to paragraphs 5 and 6 above, the Joint Bookrunners may choose to
accept bids, either in whole or in part, on the basis of allocations
determined by the Joint Bookrunners, in their absolute discretion, but after
consultation with the Company and may scale down any bids for this purpose on
such basis as they may determine. The Joint Bookrunners may also,
notwithstanding paragraphs 5 and 6 above, (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid after that
time; and (ii) allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The Company reserves the right (upon
agreement with the Joint Bookrunners) to reduce or seek to increase the amount
to be raised pursuant to the Placing.
12. Except as required by law or regulation, no press release or other
announcement will be made by the Joint Bookrunners or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
13. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be subscribed for
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and settlement".
14. To the fullest extent permissible by law, neither the Joint Bookrunners
nor the Company or any of their respective affiliates or any of their
respective agents, directors, officers, employees or advisers (collectively,
"Representatives") shall have any responsibility or liability to Placees (or
to any other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Joint Bookrunners, the Company, or any of their
respective affiliates or any of their respective Representatives shall have
any responsibility or liability (including to the fullest extent permissible
by law, any fiduciary duties) in respect of the conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint Bookrunners and
the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The obligations
of the Joint Bookrunners under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:
1. certain obligations in respect of announcements being met by the Company by
the times and dates specified in the Placing Agreement;
2. Admission occurring not later than 8.00 a.m. on 3 November 2020 (or such
later date and time as may be agreed between the Company and the Joint
Bookrunners, not being longer than 13 November 2020);
3. each of the Company, the AIFM and the Portfolio Manager complying with its
obligations under the Placing Agreement and under the terms and conditions of
the Placing, to the extent that the same fall to be performed prior to
Admission;
4. there not having occurred or arisen prior to Admission any material new
factor, mistake or inaccuracy relating to the information included in this
Announcement;
5. none of the warranties given by the Company, the AIFM and the Portfolio
Manager to the Joint Bookrunners in the Placing Agreement (the "Warranties")
being untrue or inaccurate or misleading at the date of the Placing Agreement
or becoming untrue or inaccurate or misleading at any time from the date of
the Placing Agreement up to and including Admission by reference to the facts
and circumstances from time to time subsisting;
6. the Company allotting, subject only to Admission, the Placing Shares in
accordance with the terms of the Placing Agreement; and
7. no Material Adverse Change (as defined in the Placing Agreement) having
occurred prior to the date of Admission.
The Joint Bookrunners have discretion to waive compliance with certain of the
conditions and/or agree an extension in time for their satisfaction. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.
If (a) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled (or, where permitted, waived or
extended by the Joint Bookrunners) or become incapable of fulfilment on or
before the date or time specified for the fulfilment thereof (or such later
date and/or time as the Joint Bookrunners may agree); or (b) 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.
Neither the Joint Bookrunners nor any of their respective affiliates nor any
of their respective Representatives shall have any responsibility or 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 the 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 in
the absolute discretion of the Joint Bookrunners.
Right to terminate under the Placing Agreement
At any time before Admission, each of the Joint Bookrunners is entitled to
terminate the Placing Agreement in the following circumstances, amongst
others: (i) the Warranties not being true and accurate or having become
misleading (or would not be true and accurate or would be misleading if they
were repeated at any time before the date of Admission) by reference to the
facts subsisting at the relevant time; (ii) there having been a breach by the
Company, the AIFM or the Portfolio Manager of any of the terms of the Placing
Agreement (other than the Warranties); (iii) in the opinion of such Joint
Bookrunner following consultation with the Company and the Portfolio Manager,
there has been a Material Adverse Change (as defined in the Placing
Agreement); or (iv) the occurrence of a Force Majeure Event (as defined in the
Placing Agreement) which would be likely in the good faith opinion of such
Joint Bookrunner to prejudice the success of the Placing.
Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Bookrunners,
and that they do not need to make any reference to, consult with, or seek
consent from, Placees and that the Joint Bookrunners shall have no liability
to Placees whatsoever in connection with any such exercise or failure so to
exercise.
No prospectus
No offering document or prospectus has been or will be prepared or submitted
to be approved by the FCA or submitted to the London Stock Exchange or in any
other jurisdiction in relation to the Placing and no such prospectus is
required (in accordance with the Prospectus Regulation) to be published.
Placees' commitments will be made solely on the basis of their own assessment
of the Company, the Placing and the Placing Shares based on information
contained in this Announcement (including this Appendix) released by the
Company today and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to the date of
this Announcement, and subject to the further terms set forth in the contract
note or trade confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and all other publicly available information
previously and simultaneously released by or on behalf of the Company is
exclusively the responsibility of the Company and has not be independently
verified by either of the Joint Bookrunners. Each Placee, by accepting a
participation in the Placing, further confirms that it has neither received
nor relied on any other information, representation, warranty or statement
made by or on behalf of the Company, the Joint Bookrunners or any other person
and neither the Joint Bookrunners nor the Company nor any of their respective
affiliates nor any of their respective Representatives will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placee may have
obtained or received. 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. Nothing in this paragraph
shall exclude or limit the liability of any person for fraud or fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BG12XV81)
following Admission will take place within the CREST system, subject to
certain exceptions. The Joint Bookrunners and the Company reserve the right to
require settlement for and delivery of the Placing Shares (or a portion
thereof) to Placees in certificated form or by such other means that they deem
necessary if delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or trade confirmation stating the
number of Placing Shares to be allocated to it at the Issue Price and
settlement instructions. It is expected that any such contract note will be
despatched on or around 30 October 2020 and that this will also be the trade
date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with the relevant
Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by the
relevant Joint Bookrunner as agent for the Company and the relevant Joint
Bookrunner will enter its delivery instruction into the CREST system. The
input to CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 3 November 2020 on a T+2 basis and
on a delivery versus payment basis in accordance with the instructions given
to the Joint Bookrunners.
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 the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the account and benefit of each of the Joint Bookrunners, an amount equal
to the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or other similar taxes (together with any interest or penalties
thereon) imposed in any jurisdiction 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 each of the Joint Bookrunners all such
authorities and powers necessary to carry out any such transaction and agrees
to ratify and confirm all actions which the Joint Bookrunners lawfully takes
on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note or trade 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. If there are any other circumstances in which any
stamp duty or stamp duty reserve tax or other similar taxes (and/or any
interest, fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in
connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither the Joint Bookrunners nor the Company shall be responsible
for the payment thereof.
Placees will not be entitled to receive any fee or commission in connection
with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each prospective
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees (as the
case may be) with the Joint Bookrunners and the Company, in each case as a
fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement (including this Appendix) in
its entirety and that its participation in the Bookbuild and the Placing and
its acquisition of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and it
undertakes not to redistribute or duplicate this Announcement and that it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. no offering document or prospectus has been or will be prepared in
connection with the Placing or is required under the Prospectus Regulation and
it has not received and will not receive a prospectus or other offering
document in connection with Admission, the Bookbuild, the Placing, the Company
or the Placing Shares;
3. the Placing does not constitute a recommendation or financial product
advice and the Joint Bookrunners have not had regard to its particular
objectives, financial situation and needs?
4. it has neither received nor relied on any "inside information" as defined
in the EU Market Abuse Regulation (EU) No. 596/2014 ("MAR") concerning the
Company or its shares or other securities or related financial instruments in
accepting its invitation to participate in the Placing;
5. it has the power and authority to carry on the activities in which it is
engaged, to subscribe and/or acquire Placing Shares and to execute and deliver
all documents necessary for such subscription and/or acquisition;
6. neither the Joint Bookrunners nor the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, and none of them will provide, it with any
material regarding the Placing Shares or the Company or any other person other
than this Announcement, nor has it requested any of the Joint Bookrunners, the
Company or any of their respective affiliates or any person acting on behalf
of any of them to provide it with any such material;
7. (i) it has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on this Announcement and any information
publicly announced to a Regulatory Information Service by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly Available
Information"); (ii) the Ordinary Shares are admitted to listing on the
Official List and admitted to trading on the Main Market and the Company is
therefore required to publish certain business and financial information in
accordance with the rules of the FCA and the rules and practices of the London
Stock Exchange and relevant regulatory authorities (the "Exchange
Information"), which includes a description of the nature of the Company's
business, most recent balance sheet and profit and loss account, and similar
statements for preceding years, and it has reviewed such Exchange Information
as it has deemed necessary or that it is able to obtain or access the Exchange
Information without undue difficulty; and (iii) it has had access to such
financial and other information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask questions)
concerning the Company, the Placing and the Placing Shares as it has deemed
necessary in connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is still current
and relied on that investigation for the purposes of its decision to
participate in the Placing;
8. (i) neither the Company nor the Joint Bookrunners nor any of their
respective affiliates has made any warranties or representations to it,
express or implied, with respect to the Company, the Placing and the Placing
Shares or the accuracy, completeness or adequacy of the Publicly Available
Information or the Exchange Information, and each of them expressly disclaims
any liability in respect thereof; and (ii) it will not hold the Joint
Bookrunners or any of their respective affiliates responsible for any
misstatements in or omissions from any Publicly Available Information or any
Exchange Information. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. the content of this Announcement is exclusively the responsibility of the
Company and that neither the Joint Bookrunners nor any of their respective
affiliates nor any of their respective Representatives nor any person acting
on their behalf has or shall have any responsibility or liability for any
information, representation or statement contained in this Announcement or any
information previously or subsequently published by or on behalf of the
Company and will not be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement contained in
this Announcement or any information previously published by or on behalf of
the Company or otherwise. Each Placee further represents, warrants and agrees
that the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing Shares is
contained in this Announcement and any Publicly Available Information
including (without limitation) the Exchange Information, such information
being all that it deems necessary and/or appropriate to make an investment
decision in respect of the Placing Shares and that it has neither received nor
relied on any other information given, investigation made or representations,
warranties or statements made by either of the Joint Bookrunners or the
Company or any of their respective affiliates or any of their respective
Representatives or any person acting on their behalf and neither the Joint
Bookrunners nor the Company nor any of their respective affiliates nor any of
their respective Representatives will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any other
information, representation, warranty or statement;
10. in making any decision to take up Placing Shares, it has such knowledge
and experience in financial, business and international investment matters as
is required to evaluate the merits and risks of taking up the Placing Shares.
It further confirms that it is experienced in investing in securities of a
similar nature to the Ordinary Shares and in the sector in which the Company
operates and is aware that it may be required to bear, and is able to bear,
the economic risk of participating in, and is able to sustain a complete loss
in connection with, the Placing. It further confirms that it relied on its own
examination and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks involved,
and not upon any view expressed or information provided by or on behalf of the
Joint Bookrunners;
11. (i) it and each account it represents is not and, at the time the Placing
Shares are acquired, will not be, a resident of Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which it is
unlawful to make or accept an offer to acquire the Placing Shares, and it and
each account it represents is either (a) outside the United States and will be
outside the United States at the time the Placing Shares are acquired by it
and (b) acquiring the Placing Shares in an "offshore transaction" within the
meaning of Regulation S; (ii) it is not acquiring any of the Placing Shares as
a result of any form of "directed selling efforts" within the meaning of
Regulation S or as a result of any form of "general solicitation" or "general
advertising" within the meaning of Rule 502(c) under the Securities Act;
12. it understands, and each account it represents has been advised, that the
Placing Shares have not been and will not be registered or qualified for
distribution by way of a prospectus under the securities legislation of the
United States, Australia, Canada, the Republic of South Africa, Japan and,
subject to certain exceptions, may not be offered, sold, taken up, renounced,
distributed or delivered or transferred, directly or indirectly, within or
into those jurisdictions;
13. it understands, and each account it represents has been advised that, (i)
the Placing Shares have not been and will not be registered under the
Securities Act or with any regulatory authority of any other state or other
jurisdiction of the United States; (ii) the Placing Shares are being offered
and sold only in "offshore transactions" within the meaning of and pursuant to
Regulation S under the Securities Act; and (iii) the Placing Shares may only
be reoffered or resold in transactions exempt from, or not subject to, the
registration requirements of the Securities Act and no representation has been
made as to the availability of any exemption under the Securities Act or any
relevant state or other jurisdiction's securities laws for the reoffer,
resale, pledge or transfer of the Placing Shares;
14. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any other materials concerning the Placing (including any
electronic copies thereof), directly or indirectly, whether in whole or in
part, in or into the United States, Australia, Canada the Republic of South
Africa or Japan;
15. if it is a pension fund or investment company, its acquisition of Placing
Shares is in full compliance with applicable laws and regulations;
16. neither it, nor the person specified by it for registration as holder of
Placing Shares is, or is acting as nominee or agent for, and the Placing
Shares will not be allotted to, a person who is or may be liable to stamp duty
or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary receipts and clearance services);
17. it has complied with its obligations under the Criminal Justice Act 1993,
MAR and any delegating acts, implementing acts, technical standards and
guidelines thereunder, and in connection with money laundering and terrorist
financing, 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 (as amended) (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
18. if it is a financial intermediary, as that term is used in Article 5(1) of
the Prospectus Regulation: (a) any Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in any
member state of the EEA other than Qualified Investors or persons in the
United Kingdom other than Relevant Persons, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to each such proposed
offer or resale; or (b) where Placing Shares will be acquired by it on behalf
of persons in any member state of the EEA other than Qualified Investors or
persons in the United Kingdom other than Relevant Persons, the offer of those
Placing Shares will not be treated under the Prospectus Regulation as having
been made to such persons;
19. if it is in a member state of the EEA, it is a Qualified Investor;
20. if it is in the United Kingdom, it and any person acting on its behalf is
(a) a Qualified Investor and (b) falls within Article 19(5) and/or Article
49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage
and (if applicable) dispose of any Placing Shares that are allocated to it for
the purposes of its business only;
21. it has not offered or sold and will not offer or sell any Placing Shares
to the public in any member state of the EEA or the United Kingdom except in
circumstances falling within Article 1(4) of the Prospectus Regulation which
do not result in any requirement for the publication of a prospectus pursuant
to Article 1 of the Prospectus Regulation;
22. 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 the Financial
Services and Markets Act 2000, as amended ("FSMA")) relating to the Placing
Shares in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
23. it has complied and will comply with all applicable laws (including all
relevant provisions of FSMA) with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United Kingdom;
24. that no action has been or will be taken by either the Company or the
Joint Bookrunners or any person acting on behalf of the Company or the Joint
Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
25. it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make the acknowledgments, undertakings, representations and
agreements and give the indemnities herein on behalf of each such person? and
(ii) it is and will remain liable to the Company and/or the Joint Bookrunners
for the performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another person). Each
Placee agrees that the provisions of this paragraph shall survive the resale
of the Placing Shares by or on behalf of any person for whom it is acting?
26. it and any person acting on its behalf is entitled to acquire the Placing
Shares under the laws of all relevant jurisdictions which apply to it and it
has fully observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and that it
has not taken any action or omitted to take any action which will or may
result in the Joint Bookrunners, the Company or any of their respective
affiliates or any of their respective Representatives acting in breach of the
legal or regulatory requirements of any jurisdiction in connection with the
Placing?
27. it (and any person acting on its behalf) has the funds available to pay
for, and has all necessary capacity and has obtained all necessary consents
and authorities to enable it to commit to its participation in the Placing and
to perform its obligations in relation thereto (including, without limitation,
in the case of any person on whose behalf it is acting, all necessary consents
and authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
28. it (and any person acting on its behalf) will make payment for the Placing
Shares allocated to it in accordance with the terms and conditions of this
Announcement (including this Appendix) on the due time and date set out
herein, failing which the relevant Placing Shares may be placed with other
persons or sold as the Joint Bookrunners may in their absolute discretion
determine and without liability to such Placee, and it will remain liable for
any amount by which the net proceeds of such sale falls short of the product
of the Issue Price and the number of Placing Shares allocated to it and may be
required to bear any stamp duty or stamp duty reserve tax or other similar
taxes (together with any interest or penalties due pursuant to the terms set
out or referred to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
29. its allocation (if any) of Placing Shares will represent a maximum number
of Placing Shares which it will be entitled, and required, to acquire, and
that the Joint Bookrunners or the Company may call upon it to acquire a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
30. neither the Joint Bookrunners nor any of their respective affiliates nor
any of their respective Representatives nor any person acting on behalf of any
of them, are making any recommendations to it or advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and participation in the Placing is on the basis that it is not and
will not be a client of the Joint Bookrunners and the Joint Bookrunners have
no duties or responsibilities to it for providing the protections afforded to
their respective clients or customers or for giving advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of their rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
31. the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither
the Joint Bookrunners nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to indemnify on an after-tax basis and hold
harmless the Company, each of the Joint Bookrunners and their respective
affiliates and each of their respective Representatives in respect of the same
on an after-tax basis on the basis that the Placing Shares will be allotted to
the CREST stock account of the Joint Bookrunners (or any one of them) who will
hold them as nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
32. it will indemnify, on an after-tax basis, and hold harmless the Company,
the Joint Bookrunners and their respective affiliates and their respective
Representatives from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising, directly or indirectly, out of or
in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;
33. in connection with the Placing, the Joint Bookrunners and any of their
respective affiliates acting as an investor for their own account may acquire
Placing Shares and in that capacity may acquire, retain, purchase or sell for
their own account such Ordinary Shares in the Company and any securities of
the Company or related investments and may offer or sell such securities or
other investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to shares being issued, offered or placed
should be read as including any issue, offering or placement of such shares to
the Joint Bookrunners and their respective affiliates in such capacity. In
addition, the Joint Bookrunners may enter into financing arrangements and
swaps with investors in connection with which the Joint Bookrunners may from
time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. The Joint Bookrunners do not intend to disclose
the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so;
34. its commitment to acquire Placing Shares on the terms set out in this
Announcement (including this Appendix) and in the contract note or trade
confirmation will continue notwithstanding any amendment that may in the
future be made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of the
Placing;
35. neither the Company nor the Joint Bookrunners owe any fiduciary or other
duties to any Placee in respect of any acknowledgements, confirmations,
representations, warranties, undertakings or indemnities in the Placing
Agreement;
36. time shall be of the essence as regards its obligations to settle payment
for the Placing Shares and to comply with its other obligations under a
Placing;
37. these terms and conditions and any agreements entered into by it pursuant
to these terms and conditions (including any non-contractual obligations
arising out of or in connection with such agreements) shall be governed by and
construed in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such agreements and such non-contractual
obligations, 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 Joint Bookrunners in any jurisdiction in which
the relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange; and
38. the Company, the Joint Bookrunners and their respective affiliates and
their respective Representatives and others will rely upon the truth and
accuracy of the acknowledgements, representations, warranties, indemnities,
undertakings and agreements set forth herein and which are given to the Joint
Bookrunners on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises the Company and the Joint
Bookrunners to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein. It agrees that if any of the acknowledgements, representations,
warranties, undertakings and agreements made in connection with its
subscribing and/or acquiring of Placing Shares is no longer accurate, it shall
promptly notify the Company and the Joint Bookrunners.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the warranty
and representation from each Placee, that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes
may be payable, for which neither the Company nor the Joint Bookrunners will
be responsible and each Placee shall indemnify on an after-tax basis and hold
harmless the Company, the Joint Bookrunners and their respective affiliates
and their respective Representatives for any stamp duty or stamp duty reserve
tax or other similar tax paid by them in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify the Joint Bookrunners accordingly.
Neither the Company nor either of the Joint Bookrunners is liable to bear any
capital duty, 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 in or outside the United Kingdom
by any Placee or any other person on a Placee's acquisition of any Placing
Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the Company, the
Joint Bookrunners and their respective affiliates and their respective
Representatives from any and all interest, fines or penalties in relation to
any such duties or taxes to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the above tax
liabilities arise and notify the Joint Bookrunners accordingly.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that the Joint Bookrunners and/or any of their respective affiliates
may, at their absolute discretion, agree to become a Placee in respect of some
or all of the Placing Shares. Each Placee acknowledges and is aware that the
Joint Bookrunners are receiving a fee in connection with their role in respect
of the Placing as detailed in the Placing Agreement. When a Placee or person
acting on behalf of the Placee is dealing with either of the Joint Bookrunners
any money held in an account with the relevant Joint Bookrunner on behalf of
the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and regulations of the
FCA made under FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant Joint
Bookrunner's money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of its own business; and the
Placee will rank only as a general creditor of the relevant Joint Bookrunner.
The rights and remedies of the Joint Bookrunners and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
All times and dates in this Announcement may be subject to amendment by the
Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall
notify the Placees and any persons acting on behalf of the Placees of any
changes.
In the case of a joint agreement to subscribe for Placing Shares under a
Placing, references to a "Placee" in these terms and conditions are to each of
the Placees who are a party to that joint agreement and their liability is
joint and several.
In this Announcement, "after-tax basis" means in relation to any payment
made to the Company, the Joint Bookrunners or their respective affiliates,
agents, directors, officers and employees pursuant to this Announcement where
the payment (or any part thereof) is chargeable to any tax, a basis such that
the amount so payable shall be increased so as to ensure that after taking
into account any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost, charge,
expense or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal to the
amount that would otherwise have been so payable.
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