REG - Autins Group PLC - Proposed Placing to raise £3.0m & Notice of GM
19/11/2021 15:35
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RNS Number : 0193T Autins Group PLC 19 November 2021
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PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN AUTINS GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
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BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF AUTINS GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK
LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI
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INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH
INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Autins Group plc
("Autins", the "Company" or the "Group")
Proposed Placing to raise £3.0 million
Notice of General Meeting
Autins Group plc (AIM: AUTG), the UK and European based manufacturer of the
patented Neptune melt-blown material and specialist in the design, manufacture
and supply of acoustic and thermal insulation solutions, announces a proposed
placing to raise approximately £3.0 million at a price of 20 pence per share.
The issue and allotment of the Placing Shares will be conditional on, inter
alia, shareholder approval at a general meeting of the Company.
The Placing is being conducted by an accelerated book building process which
will commence immediately following the publication of this Announcement.
Placing Highlights:
· Placing to raise £3.0 million before expenses at the Placing
Price.
· Net proceeds of the Placing receivable by the Company will
principally be used:
o to provide a market recovery buffer as the automotive market recovers from
semi-conductor supply issues;
o to provide increased working capital for growth in Germany and UK safety
stocks;
o to invest in the Company's Neptune manufacturing facilities to further
increase capacity and profitability; and
o to accelerate electric vehicle product development and other commercial
activities.
· The Placing Price represents a discount of approximately 21.6 per
cent. to the closing middle market price per Ordinary Share of 25.5 pence on
18 November 2021, being the last practicable trading day prior to the release
of this Announcement.
· The Placing Shares will represent approximately 37.9 per cent. of
the Company's Existing Ordinary Shares.
· The final number of Placing Shares to be placed will be
determined by SCM in consultation with the Company, at the close of the
Bookbuilding Process, and the result of the Placing will be announced as soon
as practicable thereafter. The timing for the close of the Bookbuilding
Process and the allocation of the Placing Shares thereunder, will be
determined by SCM in consultation with the Company.
Gareth Kaminski-Cook, Chief Executive Officer of Autins, commented:
""Despite significant challenges, the Group experienced some recovery in the
automotive sector in H121, and we are pleased to see continued growth in
Germany throughout the year. Encouragingly, sales to the flooring market and
of Neptune technology products have continued to grow year on year. In H221
the automotive market has been significantly disrupted by the semi-conductor
crisis and our associated revenues and profit have been adversely impacted.
Given the short to medium term uncertainty on the timing of recovery of chip
supply, the Board has decided, in the best interest of all stakeholders,
Autins will seek to raise a minimum of £3 million gross to support the
business ahead of recovery of the automotive market and to build on momentum
seen within our commercial growth projects."
Notice of General Meeting and Shareholder Circular
The Placing is conditional, inter alia, on the approval by shareholders of
resolutions to be proposed at the General Meeting to provide authority to the
Directors to allot the Placing Shares otherwise than on a pre-emptive basis.
The General Meeting will be held at the Company's offices at Central Point
One, Central Park Drive, Rugby, Warwickshire CV23 0WE at 11.15 a.m. on 9
December 2021. The Circular containing the Notice of General Meeting will be
posted to shareholders in due course and will be made available on the
Company's website at www.autins.com (http://www.autins.com) .
The above summary should be read in conjunction with the full text of this
announcement. All capitalised terms used throughout this announcement shall
have the meanings given to such terms in the Definitions section of this
announcement unless otherwise defined herein.
For further information please contact:
Autins Group plc
Gareth Kaminski-Cook, Chief Executive Via Newgate
Kamran Munir, CFO
Singer Capital Markets Tel: 020 7496 3000
(Nominated Adviser and Broker)
Mark Taylor / Asha Chotai
Newgate Communications Tel: 020 7653 9850
(Financial PR)
Adam Lloyd
Tom Carnegie
Background to and reasons for the Placing
Autins is the UK and European manufacturer of the patented Neptune melt-blown
material and specialises in the design, manufacture and supply of acoustic and
thermal insulation solutions. The Company operates within a number of
industries including automotive, flooring, commercial vehicles and offices.
As previously announced, uncertainty remains within the automotive sector
regarding semi-conductor supply issues which continue to negatively impact car
production volumes, despite OEMs reporting an improvement in overall market
demand. Automotive revenues in the UK reduced by 34 per cent. in H221 compared
to H1. Semi-conductor shortages are forecast to continue well into 2022. Based
on current market information, the Board expects some improvement in
production volumes from Q3 2022, leading to a period of recovery thereafter,
from which Autins should benefit as an incumbent supplier on numerous OEM
platforms.
In order to support the Group during this period, the Board has taken steps to
reduce operational costs and overheads, including reducing headcount and
outsourcing where appropriate. In addition to the salary reductions in FY20,
the Board further agreed to salary deferments in FY21 (and these are
continuing in FY22) to support the Company's liquidity position during this
period.
Despite challenging market conditions, the Group continues to see positive
momentum in aspects of its business, particularly in Germany and sales of
flooring and Neptune products. Trading for the year ended 30 September 2021
has been positive, with unaudited revenue for the year increasing by
approximately 12 per cent. to £24.1 million (FY20: £21.5 million) driven by
growth in the Company's German business and the flooring division. Unaudited
Group EBITDA (after IFRS 16 adjustments) remained stable at £1.1 million
(FY20: £1.1 million).
Neptune
Sales of Neptune components have increased significantly during FY21 and
Autins continues to convert pipeline opportunities to orders. In FY21 Neptune
product sales accounted for unaudited revenue of £7.1 million (FY20: 4.3
million).
Numerous new contracts for Neptune products were won in the year with
different companies, including DAF, Lamborghini, JLR, IAC, Adient (Volvo),
Auria and Spacestor. Given Neptune's acoustic and weight benefits for electric
vehicles, Autins remains focussed on providing solutions for manufacturers and
has existing supply agreements in place with Volvo (Polestar), JLR (iPace),
AMG (Project 1) and LEVC (London Taxis). Although some contract awards have
been delayed during FY21 due to the impact of Covid-19 and the semi-conductor
shortages, the enquiry pipeline for Neptune products remains strong at £20.6
million, representing almost 50 per cent. of the Group's total enquiry
pipeline of £41.5 million.
As a result of continued contract wins, the Group is investing in its Neptune
facility to improve margins and increase capacity to meet future demand.
Automotive
UK Automotive revenue declined in H221 by 34 per cent. to £6.3 million
compared to H121 (H121: 9.5 million); driven by semi-conductor supply issues
which were compounded by usual summer shutdowns and OEMs maximising their use
of the UK Government's furlough scheme. Overall, FY21 unaudited UK automotive
revenue remained flat year-on-year at £15.8 million (FY20: 15.7 million).
German automotive revenue was only moderately affected by plant closures
during H221, and grew by 8.6 per cent overall in FY21, with total unaudited
automotive revenue for the year of £2.9 million (FY20: £2.7 million).
Sweden's unaudited automotive revenue remained flat year-on-year.
As the automotive industry increases focus on electric vehicles, establishing
Autins as an electric vehicle solutions provider remains central to the
Group's strategy. The Company is seeking to establish development partnerships
for new electric vehicle platforms, and has applied for a patent in respect of
its encapsulation product, specifically designed for electric vehicles. The
Company also continues to improve its environmental credentials in all
production facilities, with improvements to products including developing a
100 per cent. recyclable Neptune range as well as increasing recycled content
across all products.
Non-automotive
The Group began fulfilling flooring contracts won at the end of the previous
financial year which has led to an increase of sales in the year of 161 per
cent. to £4.7 million (FY20: £1.8 million). In addition this division has
launched an innovative lifting system for ceramic tiles which is being
exclusively distributed by Schülter, a global supplier of floor and wall
tiling protection products in Europe, the US and Canada. Expansion of the
flooring business remains a key priority for Autins and the Company expects
growth in the Flooring division to continue.
The Company intends to further diversify into other non-automotive sectors
including commercial vehicles, workspace solutions, metal ceilings and
partitions. Supply of Neptune to DAF trucks began in September 2021. Several
office pod companies have been testing Neptune in wall and ceiling spaces,
with positive results. The Company's biggest office pod customer has recently
awarded the first purchase order to supply Neptune for use in office pods sold
into the US market. Testing also continues on metal ceiling markets and
partitions.
Net Debt
During the year to 30 September 2021, unaudited net debt (excluding IFRS 16
debt) increased by £0.85 million to £2.72 million (30 September 2020: £1.87
million). At the year end, the Company had cash and cash equivalents of £1.2
million (30 September 2020: £2.8 million). Cash headroom decreased by £2.4
million to £2.9 million as a result of lower sales in the UK and repayment of
£0.75 million of CBILs, with some spend in safety stocks having been made
around the Group.
The Company has now agreed covenant waivers until March 2023 with its lenders,
and has agreed in principle a six month deferral for capital payments, subject
to completion of the Placing. This will improve the Company's liquidity
position, and ensure the Group can invest in its operations in the coming
months.
The Board intends to use the net proceeds of the Placing to provide the Group
with sufficient working capital as the automotive market recovers from
semi-conductor supply issues and increased working capital for growth in
Germany and for UK safety stocks. Additionally, part of the proceeds will be
allocated to invest in the Company's Neptune manufacturing facilities (to
further increase capacity and profitability), and to accelerate electric
vehicle product development and other commercial activities
Use of proceeds
The proceeds of the Placing will be used as follows:
Market recovery buffer £1.40m
Working capital for growth in Germany and UK safety stocks(1) £0.80m
Neptune optimisation - increase capacity and margin projects £0.30m
Accelerate commercial activity and increase electric vehicle penetration £0.50m
Total £3.00m
(1. )Includes the costs associated with the Placing.
Director Participation in the Placing
Certain Directors have indicated that they intend to acquire in aggregate
260,000 Placing Shares pursuant to the Placing.
Details of the Placing and Admission
The Company intends to raise approximately £3.0 million (before expenses)
through the issue of the Placing Shares at the Placing Price, which represents
a discount of 21.6 per cent. to the closing mid-market price of an Ordinary
Share on 18 November 2021, being the Business Day prior to the announcement of
the Placing.
Pursuant to the terms of the Placing Agreement, SCM as agent and broker for
the Company, has conditionally agreed to use its reasonable endeavours to
place the Placing Shares with certain institutional and other investors. The
Placing Agreement is conditional upon, amongst other things, the Resolutions
being duly passed at the General Meeting and Admission becoming effective on
or before 8:00 a.m. on 10 December 2021 (or such later time and/or date as the
Company and SCM may agree, but in any event by no later than 8.00 a.m. on 31
December 2021).
The Placing Agreement contains warranties from the Company in favour of SCM
and Singer Capital Markets Advisory LLP in relation to, amongst other things,
the accuracy of the information in this document and other matters relating to
the Company and its business. In addition, the Company has agreed to indemnify
SCM, Singer Capital Markets Advisory LLP and their affiliates in relation to
certain liabilities they may incur in respect of the Placing. SCM can
terminate the Placing Agreement at any time prior to Admission in certain
circumstances, including in the event of a material breach of the warranties
given in the Placing Agreement, the failure of the Company to comply with its
obligations under the Placing Agreement, the occurrence of a force majeure
event which in the opinion of Singer Capital Markets makes it inadvisable or
impractical to proceed with the Placing, or a material adverse change
affecting the financial, operational or legal condition of the Company. If
this right is exercised the Placing will not proceed. The Placing is not being
underwritten by SCM.
The Company has agreed to pay certain fees and commissions to SCM in respect
of the Placing.
Application will be made for the Placing Shares to be admitted to trading on
AIM and it is expected that Admission will become effective and that dealings
in the Placing Shares will commence at 8.00 a.m. on or around 10 December
2021.
The Placing Shares will, if and when issued, rank pari passu in all respects
with the Existing Ordinary Shares including the right to receive dividends and
other distributions declared following Admission.
The Placing is not being underwritten in whole or in part.
General Meeting
The Directors do not currently have authority to allot the Placing Shares.
Accordingly, the Board is seeking the approval of Shareholders to allot the
Placing Shares at the General Meeting, together with approval to disapply
pre-emption rights in respect of the proposed issue of the Placing Shares.
A notice convening the General Meeting, which is to be held at 11.15 a.m. at
the Company's offices at Central Point One, Central Park Drive, Rugby
Warwickshire CV23 0WE on 9 December 2021, will be sent to shareholders on 22
November 2021.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2021
Publication of this document 22 November
Latest time and date for receipt of votes by proxy 11.15 a.m. on 7 December
General Meeting 11.15 a.m. on 9 December
Admission and commencement of dealings in the Placing Shares on AIM 8.00 a.m. on 10 December
CREST member accounts expected to be credited for the Placing Shares in 10 December
uncertificated form (where applicable)
Despatch of definitive share certificates for Placing in certificated form within 10 working days of Admission
(where applicable)
Notes:
1. Each of the dates in the above timetable is subject
to change at the absolute discretion of the Company. If any of the above times
and/or dates change, the revised time(s) and/or date(s) will be notified to
Shareholders by announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless
otherwise stated.
3. The admission and commencement of dealings in the
Placing Shares on AIM are conditional on, inter alia, the passing of the
Resolutions at the General Meeting.
Appendix I to this Announcement (which forms part of this Announcement) sets
out further information relating to the Bookbuild and the terms and conditions
of the Placing.
Unless otherwise stated, capitalised terms in this Announcement have the
meanings ascribed to them in Appendix II (which forms part of this
Announcement).
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below and the Appendices to this Announcement (which form part of this
Announcement) which includes the terms and conditions of the Placing. Persons
who have chosen to participate in the Placing, by making an oral or written
offer to acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including the Appendices) and to be making
such offer on the terms and subject to the conditions herein and, in respect
of those persons participating in the Placing, to be providing the
representations, warranties, agreements, confirmations, acknowledgements and
undertakings contained in Appendix I.
IMPORTANT NOTICES
Neither this Announcement (including the appendices and the information
contained in them), nor any copy of it, may be taken or transmitted, published
or distributed, directly or indirectly, in or into the United States,
Australia, Canada, Japan, New Zealand or the Republic of South Africa or to
any persons in any of those jurisdictions or any other jurisdiction where to
do so would constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an offer to buy,
acquire or subscribe for any shares in the capital of the Company in the
United States, Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other state or jurisdiction in which such offer or solicitation
is not authorised or to any person to whom it is unlawful to make such offer
or solicitation. Any failure to comply with these restrictions may constitute
a violation of securities laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under any
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an applicable
exemption from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other jurisdiction of the
United States.
There is no intention to register any portion of the Placing in the United
States or to conduct any public offering of securities in the United States or
elsewhere. All offers of Placing Shares will be made pursuant to an exemption
under the Regulation (EU) 2017/1129 as it forms
(https://www.lawinsider.com/clause/forms) part of domestic law
(https://www.lawinsider.com/clause/domestic-law) by virtue
(https://www.lawinsider.com/dictionary/virtue) of the European Union
(https://www.lawinsider.com/clause/the-european-union) (Withdrawal
(https://www.lawinsider.com/clause/withdrawal) ) Act
(https://www.lawinsider.com/clause/act) 2018 (the "UK Prospectus
Regulation") as amended from time to time from the requirement to produce a
prospectus. No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is required (in
accordance with the UK Prospectus Regulation) to be published. Persons
needing advice should consult an independent financial adviser.
Members of the public are not eligible to take part in the Placing. This
Announcement and the appendices (including the terms and conditions set out in
Appendix I) are for information purposes only and are directed only at persons
whose ordinary activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (a) if in a Member State of the Economic European Area
(the "EEA") qualified investors within the meaning of article 2(e) of the
Prospectus Regulation ("Qualified Investors"); or (b) if in the United
Kingdom, Qualified Investors who (i) are persons who have professional
experience in matters relating to investments falling within the definition of
"investments professional" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
(ii) are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; or (c) are persons
to whom it may otherwise be lawfully communicated; (all such persons referred
to in (a), (b) and (c) above together being referred to as "Relevant
Persons"). 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 relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
The distribution of this Announcement (including the Appendices) and the
offering of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or SCM or any of their respective
partners, directors, officers, employees, advisers, consultants, affiliates or
agents that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company, and SCM to inform themselves about, and to observe, such
restrictions.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA"), by a person authorised under FSMA. This Announcement is
being distributed to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
By participating in the Bookbuild and the Placing, each Placee by making an
oral or written and legally binding offer to subscribe for and/or purchase
Placing Shares will be deemed (i) to have read and understood this
Announcement (including the appendices) in its entirety, (ii) to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix I to this Announcement and (iii) to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix I to this Announcement.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
by SCM or by any of its partners, directors, officers, employees, advisers,
consultants, affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to any interested person or their advisers, and any liability
therefore is expressly disclaimed. None of the information in this
Announcement has been independently verified or approved by SCM or any of its
partners, directors, officers, employees, advisers, consultants, affiliates or
agents. Save for any responsibilities or liabilities, if any, imposed on SCM
by FSMA or by the regulator regime established under it, no responsibility or
liability is accepted by SCM or any of its partners, directors, officers,
employees, advisers, consultants, affiliates or agents for any errors,
omissions or inaccuracies in such information or opinions or for any loss,
cost or damage suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in connection
with this Announcement or from any acts or omissions of the Company in
relation to the Placing.
Singer Capital Market Securities Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting solely for the Company and no-one
else in connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the transactions and
arrangements described in this Announcement. Neither Singer Capital Market
Securities Limited nor its partners, directors, officers, employees, advisers,
consultants, affiliates or agents are responsible to anyone other than the
Company for providing the protections afforded to clients of Singer Capital
Market Securities Limited or for providing advice in connection with the
contents of this Announcement or for any other matters referred to herein.
Singer Capital Market Advisory LLP, which is authorised and regulated in the
United Kingdom by the FCA, is acting solely for the Company and no-one else in
connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the transactions and
arrangements described in this Announcement. Neither Singer Capital Market
Advisory LLP nor its partners, directors, officers, employees, advisers,
consultants, affiliates or agents are responsible to anyone other than the
Company for providing the protections afforded to clients of Singer Capital
Market Advisory LLP or for providing advice in connection with the contents of
this Announcement or for any other matters referred to herein.
Cautionary statements
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. The information contained
in this Announcement is subject to change without notice and except as
required by applicable law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Regulation and/or FSMA), the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statements
are based. Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results, performance or
achievements to differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause the
Company's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, economic
and business cycles, the terms and conditions of the Company's financing
arrangements, foreign currency rate fluctuations, competition in the Company's
principal markets, acquisitions or disposals of businesses or assets and
trends in the Company's principal industries. Statements contained in this
Announcement regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the future. You
should not place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company.
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. Any investment decisions to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by SCM.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. The price of
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. 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, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
In connection with the Placing, SCM and its respective partners, directors,
officers, employees, advisers, consultants, affiliates or agents may take up a
portion of the shares of the Company in the Placing in a principal position
and in that capacity may retain, purchase or sell for its own account such
shares and other securities of the Company or related investments and may
offer or sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this Announcement to
Placing Shares being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to SCM and any of
its respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents as, acting in such capacity. In addition,
SCM and any of its respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents may enter into financing
arrangements (including swaps, warrants or contracts for difference) with
investors in connection with which SCM and any of its respective partners,
directors, officers, employees, advisers, consultants, affiliates or agents
may from time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares. Neither SCM nor any of its respective
partners, directors, officers, employees, advisers, consultants, affiliates or
agents intends to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligation to do so.
The Placing Shares to be issued and/or purchased pursuant to the Placing will
not be admitted to trading on any stock exchange other than AIM, a market
operated by the London Stock Exchange plc.
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.
Information to Distributors
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 the
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, SCM 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
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 I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "EUWA") (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO
WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE
OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES
ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE UNITED
STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN
RULE 144A UNDER THE US SECURITIES ACT; OR (III) OTHERWISE PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. ANY
OFFER OR SALE OF PLACING SHARES IN THE UNITED STATES WILL BE MADE ONLY BY
BROKER-DEALERS WHO ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934,
AS AMENDED. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN
IN THE UNITED STATES. 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 OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE
WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") does not require the
approval of the relevant communication by an authorised person.
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. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be registered under or offered in compliance with the securities
laws of any state, province or territory of Australia, Canada, Japan or the
Republic of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction outside the
EEA.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in the "Important Notice"
section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) 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. in the case of a Relevant Person in the United Kingdom who acquires
any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom other than Qualified Investors or
in circumstances in which the prior consent of SCM has been given to the offer
or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA (each
a "Relevant State") who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of SCM has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
4. 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, acknowledgements, undertakings and
agreements contained herein;
5. 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; and
6. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 5 above) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act; and
7. the Company and SCM will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this Announcement
and the announcement of the results of the Placing (the "Result of Placing
Announcement") (together, the "Placing Documents") and any information
publicly announced through a regulatory information service ("RIS") by or on
behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms set forth
in the trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of SCM or the Company or any other person and
none of SCM, the Company nor any other person acting on such person's behalf
nor any of their respective affiliates has or shall have any responsibility or
liability for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement (regardless of
whether or not such information, representation, warranty or statement was
given or made by or on behalf of any such persons). 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. No Placee should consider any information in this Announcement to be
legal, financial, tax or business advice. Each Placee should consult its own
legal advisor, tax advisor, financial advisor and business advisor for legal,
tax, business and financial advice regarding an investment in the Placing
Shares. Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
SCM is acting as sole bookrunner and broker in connection with the Placing and
has entered into the Placing Agreement with the Company under which, on the
terms and subject to the conditions set out in the Placing Agreement, SCM, as
agent for and on behalf of the Company, has agreed to use its reasonable
endeavours to procure placees for the Placing Shares. The Placing is not being
underwritten by SCM or any other person.
The price per Ordinary Share at which the Placing Shares are to be placed is
20 pence (the "Placing Price"). The timing of the closing of the book and
allocations are at the discretion of the Company and SCM.
The Placing Shares will be made up of a number of new Ordinary Shares issued
and allotted by the Company. Accordingly, by participating in the Placing,
Placees agree to subscribe for Placing Shares.
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid up and will be issued subject to the Company's
Articles of Association and 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 on or in respect of the Ordinary
Shares after the date of issue of the Placing Shares, and will on issue be
free of all pre-emption rights, claims, liens, charges, encumbrances and
equities.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on
10 December 2021 (or such later time or date as SCM may agree with the
Company, being no later than 8.00 a.m. on 31 December 2021) and that dealings
in the Placing Shares will commence at that time.
Bookbuild
SCM will today commence the accelerated bookbuilding process to determine
demand for participation in the Placing by Placees (the "Bookbuild"). 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.
SCM and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. SCM is acting as sole bookrunner and broker to the Placing, as
agent for and on behalf of the Company, on the terms and subject to the
conditions of the Placing Agreement.
2. Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by SCM. SCM may itself agree
to be a Placee in respect of all or some of the Placing Shares or may nominate
any member of its group to do so.
3. Following a successful completion of the Bookbuild, the Company
will confirm the closing of the Placing via the Result of Placing
Announcement.
4. To bid in the Bookbuild, prospective Placees should communicate
their bid orally by telephone or in writing to their usual sales contact at
SCM. Each bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Placing Price. Bids may be scaled down
by SCM on the basis referred to in paragraph 6 below. SCM reserves the right
not to accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at SCM's absolute discretion, subject to
agreement with the Company.
5. The Bookbuild is expected to close no later than 4.30 p.m. on 19
November but may be closed earlier or later at the discretion of SCM. SCM may,
in agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right (upon the prior agreement
of SCM) to reduce the number of shares to be issued pursuant to the Placing,
in its absolute discretion.
6. Allocations of the Placing Shares will be determined by SCM after
consultation with the Company (and in accordance with SCM's allocation policy
as has been supplied by SCM to the Company in advance of such consultation).
Allocations will be confirmed orally by SCM and a trade confirmation will be
despatched as soon as possible thereafter. SCM's oral confirmation to such
Placee constitutes an irrevocable legally binding commitment upon such person
(who will at that point become a Placee), in favour of SCM and the Company, to
subscribe for the number of Placing Shares allocated to it and to pay the
Placing Price in respect of each such share on the terms and conditions set
out in this Appendix and in accordance with the Company's Articles of
Association. 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 SCM's consent, such commitment will
not be capable of variation or revocation after the time at which it is
submitted.
7. Each Placee's allocation and commitment will be evidenced by a
trade confirmation issued to such Placee. The terms of this Appendix will be
deemed incorporated in that trade confirmation.
8. Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to be
subscribed/purchased for pursuant to the Placing will be required to be made
at the same time, on the basis explained below under "Registration and
Settlement".
9. All obligations under the Bookbuild and the 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".
10. By participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
11. To the fullest extent permissible by law, none of SCM, the Company
nor any of their respective affiliates, agents, directors, officers or
employees 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 SCM, the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any responsibility or
liability (including to the extent permissible by law, any fiduciary duties)
in respect of SCM's conduct of the Placing or of such alternative method of
effecting the Placing as SCM and the Company may agree.
12. The Placing Shares will be issued subject to the terms and conditions
of this Appendix and each Placee's commitment to subscribe for Placing Shares
on the terms set out herein will continue notwithstanding any amendment that
may in future be made to the terms and conditions of the Placing and Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's or SCM's conduct of the Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. SCM's obligations under the Placing Agreement are conditional on
customary conditions, including (amongst others) (the "Conditions"):
1. Admission occurring no later than 8.00 a.m. on 10 December 2021
(or such later time or date as SCM may otherwise agree with the Company, being
no later than 8.00 a.m. on 31 December 2021) (the "Closing Date");
2. the passing of the resolutions required to implement the Placing at
a general meeting of the Company;
3. the delivery to SCM immediately prior to Admission of a
certificate from and signed by the Company in terms of the warranties being
provided by such persons under the Placing Agreement ("Warranties");
4. the Company having complied with its obligations which fall to be
performed on or prior to Admission under the Placing Agreement;
SCM may, at its discretion and upon such terms as it thinks fit, waive
compliance by the Company with the whole or any part of any of its obligations
in relation to the Conditions or extend the time or date provided for
fulfilment of any such Conditions in respect of all or any part of the
performance thereof, save in respect of condition 1 above relating to
Admission taking place. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
SCM by the relevant time or date specified (or such later time or date as SCM
may agree with the Company, being no later than 8.00 a.m. on 10 December
2021); or (ii) the Placing Agreement is terminated in the circumstances
specified below under "Right to terminate under the Placing Agreement", 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 it or on its behalf (or any person
on whose behalf the Placee is acting) in respect thereof.
Neither SCM nor the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision they may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any Condition to the Placing, nor for
any decision they may make as to the satisfaction of any Condition or in
respect of the Placing generally, and by participating in the Placing each
Placee agrees that any such decision is within the absolute discretion of SCM.
Right to terminate under the Placing Agreement
SCM is entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances, including
(amongst other things):
1. any statement contained in the Placing Documents is discovered to
be untrue, incorrect or misleading and such matter may not, in the opinion of
SCM Securities (acting in good faith) be addressed by the publication of a
further document or the making of an announcement in a form approved by SCM
Securities (acting in good faith);
2. there is a breach of any of the warranties or any of the other
obligations on the part of the Company under this Agreement which is material
in the context of the Placing;
3. any of the conditions of the Placing Agreement has become incapable
of satisfaction and has not been waived;
4. a general moratorium on commercial banking activities in London is
declared by the relevant authorities or there is a material disruption in
commercial banking or securities settlement or clearance services in the
United Kingdom;
5. the declaration, outbreak, escalation or threatening of war or
other hostilities, or the occurrence of any acts of terrorism, involving the
United Kingdom or the declaration by the United Kingdom of a national
emergency;
6. any change or development involving a prospective change in tax
adversely affecting the Company or its prospects or the Placing;
7. any other occurrence of any kind (other than any change relating to
the impact of COVID-19 in the Company's primary markets) which (by itself or
together with any other such occurrence) is, in the reasonable opinion of SCM
Advisory and/or SCM Securities (acting in good faith), likely to materially
and adversely affect the market's perception of the Company or the financial
position or trading position or prospects of the Company; or
8. any other crisis of international or national effect or any change
in any currency exchange rates or controls or in any financial, political,
economic or market conditions or in market sentiment or any other calamity or
crisis (including a significant worsening of the situation relating to
COVID-19 in the United Kingdom) which, in any case, in the reasonable opinion
of SCM Advisory and/or SCM Securities (acting in good faith) is materially
adverse to the Placing or Admission
Upon 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, each Placee agrees that (i) the exercise by
SCM of any right of termination or of any other discretion under the Placing
Agreement shall be within the absolute discretion of SCM and that it need not
make any reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such exercise or
failure to so exercise and (ii) its rights and obligations terminate only in
the circumstances described above under "Right to terminate under the Placing
Agreement" and "Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation by SCM of
the allocation and commitments following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to SCM that, between the date of the Placing
Agreement and a period of 3 months from Admission (the "Restricted Period"),
it will not, without the prior written consent of SCM directly or indirectly
offer, issue, lend, sell or contract to sell, issue options in respect of or
otherwise dispose of or announce an offering or issue of any Ordinary Shares
(or any interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to, Ordinary
Shares or enter into any transaction with the same economic effect as, or
agree to do, any of the foregoing (whether or not legally or contractually
obliged to do so) provided that the foregoing restrictions shall not restrict
the ability of the Company or any other member of the Group during the
Restricted Period to grant of options under, or the allotment and issue of
shares pursuant to options under, any employee or non- executive share or
option schemes or long term incentive plans of the Company (in accordance with
its normal practice).
By participating in the Placing, Placees agree that the exercise by SCM of any
power to grant consent to the undertaking by the Company of a transaction
which would otherwise be subject to the restrictive provisions on further
issuance under the Placing Agreement shall be within the absolute discretion
of SCM and that it need not make any reference to, or consult with, Placees
and that it shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BD37ZH08 )
following Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions.
SCM reserves the right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that they may 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 to be allocated Placing
Shares in the Placing will be sent a trade confirmation stating the number of
Placing Shares allocated to them at the Placing Price, the aggregate amount
owed by such Placee to SCM and settlement instructions. 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 in respect of the Placing Shares that it has in place with SCM.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by SCM as agent for the Company and SCM 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 in respect of the Placing Shares will take
place on 10 December 2021 on a delivery versus payment basis.
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 SCM.
Each Placee is deemed to agree that, if it does not comply with these
obligations, SCM may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for SCM's account
and benefit, 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 will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties (together
with any interest or penalties) imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued 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 circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer 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 SCM or the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with SCM (in its capacity as
bookrunner and placing agent of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application for Placing
Shares, the following:
1. it has read and understood this Announcement in its entirety and
its subscription for Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements, agreements
and undertakings and other information contained herein and 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 the
Placing, the Company, the Placing Shares or otherwise other than the
information contained in the Placing Documents and the Publicly Available
Information;
2. the Ordinary Shares are admitted to trading on AIM, and that the
Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules for Companies (the "AIM Rules")
and the Market Abuse Regulation (EU Regulation No. 596/2014) (as it forms part
of United Kingdom domestic law by virtue of the EUWA ("MAR")), which includes
a description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is able to obtain
or access such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
3. to be bound by the terms of the Articles of Association of the
Company;
4. the person whom it specifies for registration as holder of the
Placing Shares will be (a) itself or (b) its nominee, as the case may be.
Neither SCM or the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax or other similar taxes or duties imposed in any
jurisdiction (including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee agrees to
indemnify SCM and the Company on an after-tax basis in respect of any
Indemnified Taxes;
5. neither SCM nor any of its affiliates agents, directors, officers
and employees accepts any responsibility for any acts or omissions of the
Company or any of the directors of the Company or any other person in
connection with the Placing;
6. time is of the essence as regards its obligations under this
Appendix;
7. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to SCM;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any other
presentational or other material concerning the Placing (including electronic
copies thereof) to any person and represents that it has not redistributed,
forwarded, transferred, duplicated, or otherwise transmitted any such
documents to any person;
9. it has not received (and will not receive) a prospectus or other
offering document in connection with the Placing and acknowledges that no
prospectus or other offering document (a) is required under the UK Prospectus
Regulation or other applicable law; and (b) has been or will be prepared in
connection with the Placing;
10. in connection with the Placing, SCM and any of its affiliates acting
as an investor for its own account may subscribe for Placing Shares in the
Company and in that capacity may retain, purchase or sell for its own account
such Placing 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 the Placing Shares being issued, offered or placed should be
read as including any issue, offering or placement of such shares in the
Company to SCM or any of its affiliates acting in such capacity;
11. SCM and its affiliates may enter into financing arrangements and
swaps with investors in connection with which SCM and any of its affiliates
may from time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares;
12. SCM does not intend to disclose the extent of any investment or
transactions referred to in paragraphs 10 and 11 above otherwise than in
accordance with any legal or regulatory obligation to do so;
13. SCM does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
14. its participation in the Placing is on the basis that it is not and
will not be a client of SCM in connection with its participation in the
Placing and that SCM has no duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing 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 its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
15. the content of the Placing Documents and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company (and such other persons specifically identified as accepting
responsibility to certain parts thereto) and neither SCM nor any of its
affiliates agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly Available
Information or otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty
or statement contained in the Placing Documents, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
16. the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for Placing Shares is
contained in the Placing Documents or any Publicly Available Information (save
that in the case of Publicly Available Information, a Placee's right to rely
on that information is limited to the right that such Placee would have as a
matter of law in the absence of this paragraph 16), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other information given, or
representations, warranties or statements, express or implied, made, by SCM
nor the Company nor any of their respective affiliates, agents, directors,
officers or employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with respect to
the Company, the Placing or the Placing Shares or the accuracy, completeness
or adequacy of any information contained in the Placing Documents, or the
Publicly Available Information or otherwise;
18. neither SCM or the Company nor any of their respective affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them has provided, nor will provide, it with any material or information
regarding the Placing Shares or the Company or any other person other than the
information in the Placing Documents or the Publicly Available Information;
nor has it requested any of SCM or 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 or information;
19. neither SCM or the Company will be liable for any Placee's decision
to participate in the Placing based on any other information, representation,
warranty or statement, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation that SCM,
any of its affiliates or any person acting on its behalf, may have conducted
with respect to the Placing Shares, the terms of the Placing or the Company,
and none of such persons has made any representation, express or implied, with
respect to the Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing Documents, the
Publicly Available Information or any other information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of subscribing for the
Placing Shares;
(b) will not look to SCM for all or part of any such loss it may
suffer;
(c) is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing
Shares;
(e) has no need for liquidity with respect to its investment in the
Placing Shares;
(f) has made its own assessment and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations relevant to
its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination, investigation and
assessment of the Company and Group, the Placing Shares and the terms of the
Placing and has satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own account or for
an account with respect to which it exercises sole investment discretion and
has the authority to make and does make the acknowledgements, representations
and agreements contained in this Appendix;
23. it is acting as principal only in respect of the Placing or, if it is
acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of each such
person; and
(b) will remain liable to the Company and/or SCM 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);
24. it and any person acting on its behalf is entitled to subscribe for
the Placing Shares under the laws and regulations of all relevant
jurisdictions that apply to it and that it has fully observed such laws and
regulations, has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will honour such
obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this 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 Appendix) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in SCM or the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection with the
Placing;
25. where it is subscribing for Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to subscribe for
the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officer of SCM as its
agent for the purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares for which it agrees to subscribe
for upon the terms of this Appendix;
27. the Placing Shares have not been and will not be registered or
otherwise qualified and that a prospectus will not be cleared in respect of
any of the Placing Shares under the securities laws or legislation of the
Restricted Jurisdictions, or any state, province, territory or jurisdiction
thereof;
28. the Placing Shares may not be offered, sold, or delivered, directly
or indirectly, in or into the Restricted Jurisdictions or any jurisdiction
(subject to certain exceptions) in which it would be unlawful to do so and no
action has been or will be taken by any of the Company or SCM or any person
acting on behalf of the Company or SCM that would, or is intended to, permit a
public offer of the Placing Shares in the Restricted Jurisdictions or any
country or jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the Company or SCM or
any person acting on behalf of the Company or SCM that would, or is intended
to, permit a public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is required;
30. unless otherwise specifically agreed with SCM, it is not and at the
time the Placing Shares are subscribed for, neither it nor the beneficial
owner of the Placing Shares will be, a resident of, nor have an address in,
Australia, New Zealand, Japan, the Republic of South Africa or any province or
territory of Canada;
31. it may be asked to disclose in writing or orally to SCM:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
32. it is and the prospective beneficial owner of the Placing Shares is,
and at the time the Placing Shares are subscribed for will be outside the
United States and is acquiring the Placing Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S under the US Securities
Act;
33. it has not been offered to purchase or subscribe for Placing Shares
by means of any "directed selling efforts" as defined in Regulation S under
the US Securities Act or by means of any "general solicitation" or "general
advertising" within the meaning of Regulation D under the US Securities Act;
34. it understands that the Placing Shares have not been, and will not
be, registered under the US Securities Act and may not be offered, sold or
resold, pledged or delivered in or into or from the United States except
pursuant to (i) an effective registration statement under the US Securities
Act; or (ii) pursuant to an exemption from the registration requirements of
the US Securities Act and, in each case, in accordance with applicable United
States state securities laws and regulations;
35. it (and any account for which it is purchasing) is not acquiring the
Placing Shares with a view to any offer, sale or distribution thereof within
the meaning of the US Securities Act;
36. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into or from the United States (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
37. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and it
has made such investigation and has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally;
38. it understands that the Company has not undertaken to determine
whether it will be treated as a passive foreign investment company ("PFIC")
for US federal income tax purposes for the current year, or whether it is
likely to be so treated for future years and neither the Company nor SCM make
any representation or warranty with respect to the same. Accordingly, neither
the Company nor SCM can provide any advice to United States investors as to
whether the Company is or is not a PFIC for the current tax year, or whether
it will be in future tax years. Accordingly, neither the Company nor SCM
undertakes to provide to United States investors or shareholders any
information necessary or desirable to facilitate their filing of annual
information returns, and United States investors and shareholders should not
assume that this information will be made available to them;
39. if it is within the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and if it is within a
Relevant State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation;
40. it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
41. if it is a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, the 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 the
United Kingdom other than Qualified Investors, or in circumstances in which
the express prior written consent of SCM has been given to each proposed offer
or resale;
42. if in the United Kingdom, that it is a person (i) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully
be communicated;
43. if in the United Kingdom, unless otherwise agreed by SCM, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it
is purchasing Placing Shares for investment only and not with a view to resale
or distribution;
44. it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom, except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA");
45. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and will not have
been approved by SCM in its capacity as an authorised person under section 21
of the FSMA and it may not therefore be subject to the controls which would
apply if it was made or approved as a financial promotion by an authorised
person;
46. it has complied and will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares
(including all applicable provisions in FSMA and MAR) in respect of anything
done in, from or otherwise involving, the United Kingdom);
47. if it is a pension fund or investment company, its subscription
for/purchase of Placing Shares is in full compliance with applicable laws and
regulations;
48. it has complied with its obligations under the Criminal Justice Act
1993 and Articles 8, 10 and 12 of MAR and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having jurisdiction in
respect thereof (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;
49. in order to ensure compliance with the Regulations, SCM (for itself
and as agent on behalf of the Company) or the Company's registrars may, in
their absolute discretion, require verification of its identity. Pending the
provision to SCM or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at SCM's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at SCM's or the
Company's registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identify SCM (for itself
and as agent on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either SCM and/or the Company may, at
its absolute discretion, terminate its commitment in respect of the Placing,
in which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
50. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services) and that the Placing Shares are
not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance service;
51. it (and any person acting on its behalf) has the funds available to
pay for the Placing Shares for which it has agreed to subscribe and
acknowledges and agrees that it will make payment in respect of the Placing
Shares allocated to it in accordance with this Appendix on the due time and
date set out herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as SCM may in its sole discretion determine and
without liability to such Placee, who will remain liable for any amount by
which the net proceeds of such sale falls short of the product of the relevant
Placing Price and the number of Placing Shares allocated to it and will be
required to bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing Shares;
52. any money held in an account with SCM on behalf of the Placee and/or
any person acting 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
relevant rules and regulations of the FCA made under the FSMA. Each 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 SCM's money in accordance with the client money rules and will be held by
it under a banking relationship and not as trustee;
53. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that SCM or the Company may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
54. neither SCM nor any of its affiliates, nor any person acting on
behalf of them, is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and SCM is not acting for it or its clients, and that SCM will not be
responsible for providing the protections afforded to customers of SCM or for
providing advice in respect of the transactions described in this
Announcement;
55. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the trade confirmation, contract
note or other (oral or written) confirmation will continue notwithstanding any
amendment that may in 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 SCM's conduct of
the Placing;
56. if it has received any 'inside information' (for the purposes of MAR
and section 56 of the Criminal Justice Act 1993) in relation to the Company
and its securities in advance of the Placing, it confirms that it has received
such information within the market soundings regime provided for in article 11
of MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of securities of
the Company or financial instruments related thereto or cancel or amend an
order concerning the Company's securities or any such financial instruments;
(b) used that inside information to encourage, require, recommend or
induce another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the information
being made publicly available;
57. the rights and remedies of the Company and SCM under the terms and
conditions in this Appendix 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; and
58. these terms and conditions of the Placing and any agreements entered
into by it pursuant to the terms and conditions of the Placing, and all
non-contractual or other obligations arising out of or in connection with
them, 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 contract
(including any dispute regarding the existence, validity or termination of
such contract or relating to any non- contractual or other obligation arising
out of or in connection with such contract), except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by either
the Company or SCM 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.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
SCM and are irrevocable. SCM, the and the Company and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, confirmations, acknowledgements, agreements and
undertakings.
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and SCM 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, SCM and their respective affiliates, agents, directors, officers and
employees harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such Placee's
behalf) in this Appendix or incurred by SCM, the Company or any of their
respective affiliates, agents, directors, officers or employees arising from
the performance of the Placees' obligations as set out in this Announcement,
and further agrees that the provisions of this Appendix shall survive after
completion of the Placing.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM, a market operated by the London Stock Exchange plc.
Singer Capital Markets Securities Limited is authorised and regulated by the
Financial Conduct Authority (the "FCA") in the United Kingdom and is acting as
sole bookrunner and broker exclusively for the Company and no one else in
connection with the Placing and will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or to persons for whom such Placee is 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.
There should be no liability to stamp duty or SDRT arising on the allotment of
the Placing Shares by the Company. The registration of and the issue of
definitive share certificates to Ordinary Shareholders should not give rise to
any liability to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Ordinary Shares on AIM (including instruments transferring
Shares and agreements to transfer Ordinary Shares).
Such agreement also assumes 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 or duties
may be payable, for which neither the Company nor SCM will be responsible and
the Placees shall indemnify the Company and SCM on an after-tax basis for any
stamp duty or stamp duty reserve tax or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction paid by the
Company or SCM in respect of any such arrangements or dealings. If this is the
case, each Placee should seek its own advice and notify SCM accordingly.
Placees are advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company and SCM are not liable to bear any taxes that arise on a sale of
Placing Shares subsequent to their acquisition by Placees, including any taxes
arising otherwise than under the laws of any country in the EEA. Each
prospective Placee should, therefore, take its own advice as to whether any
such tax liability arises and notify SCM and the Company accordingly.
Furthermore, each prospective Placee agrees to indemnify on an after-tax basis
and hold SCM and/or the Company and their respective affiliates harmless from
any and all interest, fines or penalties in relation to stamp duty, stamp duty
reserve tax and all other similar duties or taxes in any jurisdiction to the
extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
APPENDIX II
The following definitions apply throughout this Announcement unless the
context otherwise requires
"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" are to the lawful currency of the UK
Admission admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
Announcement this Announcement, including the appendices and the terms and conditions of
the Placing set out in Appendix I
Articles of Association or Articles the articles of association of the Company as at the date of this Agreement
Bookbuild the bookbuilding process to be conducted by SCM to arrange participation by
Placees in the Placing
Business Day any day on which banks are usually open in England and Wales for the
transaction of sterling business, other than a Saturday, Sunday or public
holiday
Certificated or in Certificated form not in uncertificated form (that is, not in CREST)
Company or Autins Autins Group plc;
CREST the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear UK &
Ireland
CREST Regulations the Uncertificated Securities Regulations 2001, including (i) any enactment or
subordinate legislation which amends or supersedes those regulations; and (ii)
any applicable rules made under those regulations or any such enactment or
subordinate legislation for the time being in force
Directors or Board the directors of the Company for the time being, together being the board of
directors
EEA European Economic Area
Euroclear UK & Ireland Euroclear UK & Ireland Limited
Existing Ordinary Shares the issued share capital of the Company as at the date of this document, being
39,600,984 Ordinary Shares
FCA the UK Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000
General Meeting the general meeting of the Company to be held at 11.15 a.m. on 9 December 2021
(or any reconvened meeting following any adjournment of the general meeting)
at the Company's offices at Central Park Drive, Rugby, Warwickshire, CV23 0WE
Group the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly)
London Stock Exchange London Stock Exchange plc
MAR Regulation 596/2014 of the European Parliament and of the Council on market
abuse as applied in the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018 (and as amended by any relevant statutory instruments)
following IP Completion Day (as defined in the European Union (Withdrawal
Agreement) Act 2020)
Ordinary Shares ordinary shares of £0.02 each in the capital of the Company
Panel the UK Panel on Takeovers and Mergers
Placees persons who agree to subscribe for Placing Shares at the Placing Price
Placing the conditional placing by SCM (or its respective agents) as agent of the
Company of the Placing Shares at the Placing Price, in accordance with the
Placing Agreement
Placing Agreement the agreement dated 19 November 2021 between the Company and SCM relating to
the Placing
Placing Documents this Announcement and the announcement of the results of the Placing
Placing Price 20 pence per Ordinary Share
Placing Shares the new Ordinary Shares expected to be issued pursuant to the Placing
Publicly Available Information any information publicly announced through a regulatory information
service by or on behalf of the Company on or prior to the date of this
Announcement
SCM Singer Capital Markets Securities Limited
SDRT Stamp Duty Reserve Tax
subsidiary or subsidiary undertaking have the meaning given to such term in the Companies Act 2006
uncertificated or in uncertificated form in respect of a share or other security, where that share or other security is
recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which may be transferred by
means of CREST
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
United States or United States of America the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof.
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