REG - Avacta Group PLC - Private CB and ABB Launch
18/10/2022 09:30
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RNS Number : 2474D Avacta Group PLC 18 October 2022
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF
AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
18 October 2022
Avacta Group plc
("Avacta" or the "Company")
Proposed placing to raise approximately £5.0 million by way of an accelerated
bookbuild
Open offer to raise up to approximately £2.0 million
Offering of convertible bonds in aggregate principal amount of £55.0 million
Further to the Company's announcement this morning on its proposed acquisition
of Launch Diagnostics Holdings Limited ("Launch Diagnostics") for up to £37
million (the "Acquisition"), the Company today also announces a proposed:
· non-pre-emptive placing of new ordinary shares of 10 pence each
in the capital of the Company (the "Ordinary Shares") (the "Placing Shares")
to raise gross proceeds of approximately £5.0 million (the "Placing") at an
offer price of 95 pence per new Ordinary Share (the "Offer Price"). The Offer
Price represents a discount of approximately 4.0% per cent. to the middle
market closing price of an Ordinary Share on 17 October 2022;
· subscription for 15,000 new Ordinary Shares (the "Management
Subscription Shares") by the Company's chair, Dr Eliot Forster, at the Offer
Price (the "Management Subscription");
· open offer of new Ordinary Shares to Qualifying Shareholders (the
"Open Offer Shares") to raise gross proceeds of up to approximately £2.0
million (the "Open Offer") at the Offer Price; and
· offering of convertible bonds of £55 million in aggregate
principal amount with an issue price of 95 per cent. of the principal amount
(resulting in gross cash proceeds of £52.25m) to be issued by its
wholly-owned subsidiary Addition Finance (Jersey) Limited, with 6.5 per cent.
per annum coupon (payable quarterly in cash or shares at the Company's option)
and an initial 25 per cent. conversion premium to the Offer Price, with a 5
year term (the "Convertible Bonds" and the "Convertible Bond Offering").
It is intended that the Placing, the Management Subscription, the Open Offer
and the Convertible Bond Offering (together, the "Fundraise") will result in
the Company raising total gross proceeds of up to approximately £62.0
million.
Background to and reasons for the Fundraise
The Acquisition provides Avacta with an established route to market in the UK
and several European in-vitro diagnostics ("IVD") markets for existing and
future products that it distributes, develops or acquires. It is the first
step in building an integrated IVD business with global reach that has the
advantage of Avacta's proprietary Affimer® platform to differentiate its
immunodiagnostic products in a competitive market. The Company intends to use
the net proceeds of the Fundraise to pay the initial consideration of £24
million for the Acquisition, for general working capital purposes of the
enlarged Group and to support expected growth of the Group (as enlarged by the
Acquisition and any future acquisitions).
The Fundraise is not conditional on Shareholder approval, nor is the Fundraise
conditional on the completion of the Acquisition which is expected to close on
or around 21 October 2022.
If the Acquisition terminates or otherwise does not complete by 14 November
2022 (being the long stop date under the Acquisition Agreement), the Company
may, at its option, decide to use the net proceeds of the Fundraise allocated
to pay the consideration for the Acquisition for alternative acquisitions.
Details of the Fundraise
Placing
The Placing will be conducted through an accelerated bookbuild (the
"Bookbuild") which will be launched immediately following this announcement
(being, together with the Appendices hereto, the "Announcement") and will be
made available to new and existing institutional investors. Stifel Nicolaus
Europe Limited ("Stifel") is acting as sole bookrunner in respect of the
Placing.
The Placing is subject to the Terms and Conditions set out in Appendix I to
this Announcement. Stifel will commence the Bookbuild immediately following
the release of this Announcement. The number of Placing Shares to be placed at
the Offer Price will be decided following completion of the Bookbuild. The
book will open with immediate effect following this Announcement. The timing
of the closing of the book and allocations are at the absolute discretion of
the Company and Stifel. Details of the number of Placing Shares to be issued
will be announced as soon as practicable after the close of the Bookbuild.
The Company acknowledges that it is seeking to issue Placing Shares
representing up to 5 per cent. of its existing issued ordinary share capital
on a non pre-emptive basis and has therefore consulted, where possible, with
the Company's major institutional shareholders ahead of this Announcement. The
Placing structure has been chosen as it minimises cost, time to completion and
use of management time.
The Placing Shares and Management Subscription Shares, when issued, will be
credited as fully paid and will rank pari passu in all respects with the
Company's then existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
such shares after the date of issue. The aggregate number of Placing Shares
and Management Subscription Shares shall not exceed 12,719,000 Ordinary Shares
(being approximately 5 per cent. of the Company's current issued ordinary
share capital).
Application has been made to the London Stock Exchange for the Placing Shares
and the Management Subscription Shares to be admitted to trading on AIM
("Admission"). It is expected that settlement for the Placing Shares and the
Management Subscription Shares and Admission will take place at 8.00 a.m. on
20 October 2022. The Placing and the Management Subscription are conditional
upon, among other things, Admission becoming effective and the placing
agreement entered into today between the Company and Stifel (the "Placing
Agreement") not being terminated in accordance with its terms.
Appendix I sets out further information relating to the Bookbuild and the
terms and conditions of the Placing. Persons who chose to participate in the
Placing, by making an oral, electronic or written offer to subscribe for
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 to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in Appendix I.
Placees should note that the Placing Shares do not carry any entitlement to
participate in the Open Offer. The Placing Shares are not subject to clawback
in respect of valid applications for Open Offer Shares by Qualifying
Shareholders pursuant to the Open Offer.
Open Offer
In order to provide Qualifying Shareholders with an opportunity to participate
in the Fundraise, on the terms and subject to the conditions to be set out in
the Circular (and, the case of Qualifying Non-CREST Shareholders, the
Application Form), the Company is providing Qualifying Shareholders with the
opportunity to subscribe for Open Offer Shares pro rata to their existing
shareholdings at the Offer Price on the basis of:
3 Open Offer Shares for every 365 Ordinary Shares
Fractions of Ordinary Shares will not be issued and each Qualifying
Shareholder's entitlement under the Open Offer will be rounded down to the
nearest whole number. Shareholders who have sold or otherwise transferred all
of their Existing Shares before the ex-entitlement date will not be entitled
to participate in the Open Offer. Qualifying Shareholders subscribing for
their full entitlement under the Open Offer may also apply to subscribe for
additional Open Offer Shares under the Excess Application Facility up to the
total number of Open Offer Shares available in the Open Offer. The Open Offer
is not underwritten and no prospectus will be published in connection with the
Open Offer.
The Open Offer Shares will not be made available (in whole or in part) to the
public except under the terms of the Open Offer. Subject to certain
exceptions, the Open Offer will not be made to Qualifying Shareholders in any
jurisdiction other than the United Kingdom. Accordingly, Application Forms
will not be sent to, and Open Offer Entitlements will not be credited to the
accounts of, Qualifying Shareholders outside the United Kingdom.
Shareholders should note that the Open Offer is not a rights issue. Qualifying
Shareholders should be aware that in the Open Offer, unlike in a rights issue,
any Open Offer Shares not applied for will not be sold in the market on behalf
of or placed for the benefit of Qualifying Shareholders who do not apply under
the Open Offer.
Full terms and conditions of the Open Offer will be contained in the Circular
and, in respect of Qualifying Non-CREST Shareholders, in the Application Form,
which are expected to be sent to Shareholders and be made available on the
Company's website at www.avacta.com on or around 19 October 2022.
Convertible Bond Offering
The Company has conditionally agreed to issue £55 million in aggregate
principal amount of senior unsecured convertible bonds due 2027 to a fund
advised by Heights Capital Ireland LLC (the "Convertible Bond Investor"), a
global equity and equity-linked focused investor. Stifel is acting as sole
private placement agent in respect of the Convertible Bond Offering.
The Bonds will be issued by Addition Finance (Jersey) Limited, a wholly-owned
subsidiary of the Company incorporated in Jersey (the "Issuer"), and will be
guaranteed by the Company. Subject to certain conditions, the Bonds will be
convertible into preference shares of the Issuer which, subject to the Company
electing to pay cash, will be automatically exchangeable into fully paid
Ordinary Shares.
The issuance of the Convertible Bonds is conditional on, among other things,
the completion of the Placing and the Management Subscription resulting in no
less than £5.0 million gross proceeds to the Company and on the satisfaction
or waiver of other customary conditions. Subject to the satisfaction of the
conditions to the Convertible Bonds subscription, it is intended that the
Convertible Bonds will be issued to the Convertible Bond Investor on or
shortly after the Closing Date.
The Convertible Bonds will be issued at 95 per cent. of their principal
amount, have a coupon of 6.5 per cent. per annum and amortise quarterly at 5
per cent. of the initial principal amount, payable quarterly in cash or new
Ordinary Shares at the Company's option. The initial conversion price for the
Convertible Bonds will be set at a 25 per cent. premium to the Offer Price
(the "Initial Conversion Price"). The Initial Conversion Price will be subject
to customary adjustment provisions, and will be subject to one reset on the
date falling 18 months after the Issue Date (to a price no lower than the
Offer Price (as adjusted pro rata for any subsequent adjustment made to the
Initial Conversion Price)). Following any downward reset, the conversion price
may reset back upwards to the previous conversion price if the daily VWAP on
each of at least 20 trading days in any period of 30 consecutive trading days
in the nine month period following the reset date is greater than 130 per
cent. of the Initial Conversion Price.
A summary of the principal terms of the Convertible Bonds is set out in
Appendix II to this Announcement.
General
Capitalised terms used but not otherwise defined in the text of this
Announcement are defined in Appendix III to this Announcement.
Expected Timetable of Principal Events((1)(2))
Date
Record Date for entitlements under the Open Offer 6.00 p.m. on 14 October 2022
Announcement of the Fundraise 7.00 a.m. on 18 October 2022
Announcement of the results of the Bookbuild 18 October 2022
Ex-Entitlement Date for the Open Offer 19 October 2022
Posting of the Circular and, to certain Qualifying non-CREST Shareholders 19 October 2022
only, the Application Form
Admission of the Placing Shares and the Management Subscription Shares 20 October 2022
Expected settlement of the Convertible Bonds 20 October 2022
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to 21 October 2022
stock accounts in CREST of Qualifying CREST Shareholders
Recommended latest time and date for requesting withdrawal of Open Offer 4.30 p.m. on 1 November 2022
Entitlements and Excess CREST Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer Entitlements into CREST 3.00 p.m. on 2 November 2022
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 3 November 2022
market claims only)
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 7 November 2022
full from Qualifying Shareholders under the Open Offer or settlement of
relevant CREST instruction (as appropriate)
Announcement of the results of the Open Offer 8 November 2022
Admission effective and dealings in the Open Offer Shares expected to commence 9 November 2022
on AIM
Expected date for crediting of the Open Offer Shares in uncertificated form to 9 November 2022
CREST stock accounts
Expected date of dispatch of share certificates in respect of the Open Offer by 16 November 2022
Shares
Notes:
((1) ) Each of the times and dates are indicative only and
are subject to change at the absolute discretion of the Company. If any of the
above times and/or dates change, the revised times and/or dates will be
notified by the Company by announcement through a RIS.
((2) ) References to times in this Announcement are to
London, UK times unless otherwise stated.
This announcement is released by the Company and contains inside information
under the UK Market Abuse Regulation, encompassing information relating to the
Fundraise described above. The person responsible for arranging for the
release of this announcement on behalf of the Company is Tony Gardiner, Chief
Financial Officer.
Enquiries
Avacta Group plc Tel: +44 (0) 844 414 0452
Alastair Smith, Chief Executive Officer www.avacta.com (http://www.avacta.com)
Tony Gardiner, Chief Financial Officer
Michael Vinegrad, Group Communications Director
Stifel Nicolaus Europe Limited Tel: +44 (0) 207 710 7600
(Sole Bookrunner, Sole Private Placement Agent, Sole Broker and Nomad)
www.stifel.com (http://www.stifel.com/)
Nicholas Moore / Nick Adams / Samira Essebiyea / Nick Harland / Dhiren Suares
/ William Palmer-Brown
FTI Consulting (Financial Media and IR) Tel: +44(0) 203 727 1000
Simon Conway / Alex Shaw / George Kendrick Avacta.LS@fticonsulting.com (mailto:Avacta.LS@fticonsulting.com)
Zyme Communications (Trade and Regional Media) Tel: +44 (0)7891 477 378
Lily Jeffery lily.jeffery@zymecommunications.com
(mailto:katie.odgaard@zymecommunications.com)
Important Notices
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in any such
jurisdiction.
No action has been taken by the Company, Stifel Nicolaus Europe Limited
("Stifel") or any of their respective affiliates, or any person acting on its
or their behalf that would permit an offer of the Placing Shares or an
offering of the Convertible Bonds or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares or to the Convertible Bonds in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and Stifel to inform themselves about, and
to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK Prospectus
Regulation")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, business, financial or tax advice.
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Placing Shares will
be offered and sold only (i) outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the Securities
Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance
with applicable laws; and (ii) in the United States to persons who are
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) ("QIBs") and who have executed and delivered to the Company and Stifel an
Investor Representation Letter substantially in the form provided to it, in
each case, pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the Placing
Shares or the Convertible Bonds will be made in the United States or
elsewhere.
The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing, or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal offence in
the United States.
No person shall, without the consent of the Jersey Financial Services
Commission, circulate in Jersey any offer for subscription, sale or exchange
of the Convertible Bonds.
This Announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing or the
Convertible Bond Offering.
This Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation and who are
also: (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant Persons").
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
The Convertible Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the United Kingdom. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as
defined in point (8) of Article 2 of the UK Prospectus Regulation; or (ii) a
customer within the meaning of the provisions of the Financial Services and
Markets Act 2000, as amended ("FSMA") and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA. Consequently, no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Convertible Bonds or otherwise
making them available to retail investors in the United Kingdom has been
prepared and therefore offering or selling the Convertible Bonds or otherwise
making them available to any retail investor in the United Kingdom may be
unlawful under the UK PRIIPs Regulation.
The Convertible Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the
Council on markets in financial instruments, as amended ("MiFID II"); or (ii)
a customer within the meaning of Directive (EU) 2016/97, where that customer
would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for
offering or selling the Convertible Bonds or otherwise making them available
to retail investors in the EEA has been prepared and therefore offering or
selling the Convertible Bonds or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
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 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 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 South Africa or
any other jurisdiction in which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to acquire Placing Shares 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 in Appendix I to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix I to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries from time to time
(including after the Acquisition completes) (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts involve
risk and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors that could
cause actual results or developments to differ materially from those expressed
or implied by these forward-looking statements and forecasts. As a result, the
Group's actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations expressed
or implied by these forward-looking statements. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
The Company, its directors, Stifel, their respective affiliates and any person
acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation or the London Stock
Exchange.
Stifel is authorised and regulated in the United Kingdom by the FCA. Stifel is
acting exclusively for the Company and the Issuer and no one else in
connection with the Placing and the Convertible Bond Offering, the contents of
this Announcement or any other matters described in this Announcement. Stifel
will not regard any other person as its client in relation to the Placing, the
Convertible Bond Offering, the content of this Announcement or any other
matters described in this Announcement and will not be responsible to anyone
(including any Placees or bondholders) other than the Company and the Issuer
for providing the protections afforded to its clients or for providing advice
to any other person in relation to the Placing, the Convertible Bond Offering
the content of this Announcement or any other matters referred to in 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
as to, or in relation to, and no responsibility or liability is or will be
accepted by Stifel or by any of its affiliates or any person acting on its or
their behalf as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraise. Any indication
in this Announcement of the price at which Ordinary Shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. 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. 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, the Management Subscription Shares, the Open Offer Shares or the
Convertible Bonds. The contents of this Announcement are not to be construed
as legal, business, financial or tax advice. Each investor or prospective
investor should consult their or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the FSMA does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "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, Stifel 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
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.
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 THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129,
AS AMENDED (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") AND WHO
ARE: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO
WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT 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 SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW)
OR ELSEWHERE.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan or South Africa or any jurisdiction in which
such release, publication or distribution is unlawful (each a "Restricted
Territory"). The distribution of this Announcement, the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company or by Stifel Nicolaus Europe
Limited ("Stifel") or any of their respective Affiliates or any of its or
their respective agents, directors, officers or employees (collectively
"Representatives") which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so. Persons
(including, without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into whose
possession this Announcement comes are required by the Company and Stifel to
inform themselves about, and to observe, any such restrictions.
This Announcement does not itself constitute or form part of an offer to sell
or issue or the solicitation of an offer to buy or subscribe for securities
referred to herein in the United States or any other Restricted Territory or
any jurisdiction where such offer or solicitation is unlawful.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable,
from the requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in circumstances to
which section 21(1) of the Financial Services and Markets Act 2000, as amended
(the "FSMA") does not apply.
The Placing has not been approved and will not be approved or disapproved by
the U.S. Securities and Exchange Commission, any state securities commission
in the United States or any 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 unlawful.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
None of the Company, Stifel or any of their respective Affiliates or its or
their respective Representatives makes any representation or warranty, express
or implied, to any Placees regarding any investment in the securities referred
to in this Announcement under the laws applicable to such Placees.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Stifel or any of its Affiliates or its or their respective
Representatives as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability therefore
is expressly disclaimed.
Stifel is acting exclusively for the Company and no-one else in connection
with the Placing and is not, and will not be, responsible to anyone (including
the Placees) other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to subscribe for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given (the
"Placees") will be deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; (ii) to be participating and making
such offer on the terms and conditions contained in this Appendix; and (iii)
to be providing (and shall only be permitted to participate in the Placing on
the basis that they have provided) the representations, warranties,
undertakings, agreements, acknowledgments and indemnities contained in this
Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. it is a Relevant Person and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. if it is in a member state of the EEA, it is a Qualified
Investor;
3. if it is in the United Kingdom, it is a UK Qualified
Investor;
4. it is subscribing for Placing Shares for its own account or
is subscribing for 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, undertakings, agreements,
acknowledgments and indemnities contained in this Announcement;
5. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable): (i) the Placing Shares subscribed for by it in the Placing
will not be subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors, or persons in the
United Kingdom other than UK Qualified Investors or in circumstances in which
the prior consent of Stifel has been given to each proposed offer or resale;
or (ii) where the Placing Shares have been subscribed for by it on behalf of
persons in a member state of the EEA other than Qualified Investors, or in the
United Kingdom other than UK Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable) as having been made to such persons;
6. it understands that the Placing Shares have not been and
will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold or transferred, directly or indirectly, within
the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States;
7. other than a limited number of "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule
144A") who have delivered to the Company and Stifel a US Investor Letter
substantially in the form provided to it, (i) it and the person(s), if any,
for whose account or benefit it is acquiring the Placing Shares are purchasing
the Placing Shares in an "offshore transaction" as defined in Regulation S;
(ii) it is aware of the restrictions on the offer and sale of the Placing
Shares pursuant to Regulation S; and (iii) the Placing Shares have not been
offered to it by means of any "directed selling efforts" as defined in
Regulation S; and
8. the Company and Stifel and its agent will rely upon the
truth and accuracy of, and compliance with, the foregoing representations,
warranties, undertakings, agreements and acknowledgements. Each Placee hereby
agrees with Stifel, its agent and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if Stifel or its
agent confirms (orally or in writing) to such Placee its allocation of Placing
Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
The Fundraise will comprise the Convertible Bond Offering, the Placing, the
Management Subscription and the Open Offer. Details of the Convertible Bond
Offering, the Management Subscription and the Open Offer can be found in the
main body of this Announcement. Members of the public are not entitled to
participate in the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
Bookbuild
Following this Announcement, Stifel will today commence the Bookbuild to
determine demand for participation in the Placing by Placees. No commissions
will be paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect.
Stifel 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.
Details of the Placing Agreement and of the Placing Shares
Stifel is acting as sole global coordinator and bookrunner in connection with
the Placing.
Stifel has today entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, Stifel has
agreed, as agent for and on behalf of the Company, to use its reasonable
endeavours to procure Placees for the Placing Shares at a price of 95 pence
per Placing Share (the "Offer Price") and in such number to be determined
following completion of the Bookbuild. The final number of Placing Shares will
be determined by the Company and Stifel at the close of the Bookbuild and will
be set out in the placing terms (if executed) (the "Placing Terms"). The
timing of the closing of the book and allocations are at the discretion of the
Company and Stifel. Details of the number of Placing Shares will be announced
as soon as practicable after the close of the Bookbuild.
Subject to the execution of the Placing Terms, and not in respect of any
Placing Shares placed with Placees by Stifel's agent, Stifel has agreed with
the Company, in the event of any default by any Placee in paying the Offer
Price in respect of any Placing Shares allotted to it, to take up such Placing
Shares itself at the Offer Price.
The total number of Ordinary Shares to be issued pursuant to the Placing shall
not exceed 12,719,000 Ordinary Shares, representing approximately 5 per cent.
of the Company's existing issued Ordinary Share capital.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the then existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the Closing Date. The Placing
Shares will be issued free of any encumbrances, liens or other security
interests.
Placees should note that the Placing Shares do not carry any entitlement to
participate in the Open Offer. The Placing Shares are not subject to clawback
in respect of valid applications for Open Offer Shares by Qualifying
Shareholders pursuant to the Open Offer.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM ("Admission"). It is expected that Admission
will become effective at 8.00 a.m. on 20 October 2022 or such later time and
date (being not later than 8.00 a.m. on 27 October 2022) as Stifel and the
Company may agree.
Participation in, and principal terms of, the Placing
1. Stifel is arranging the Placing as agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by Stifel or its
agent. Stifel and its Affiliates are entitled to enter bids in the Bookbuild
as principal.
3. The results of the Placing and the number of Placing Shares
will be announced on a Regulatory Information Service following the completion
of the Bookbuild (the "Placing Results Announcement").
4. To bid in the Bookbuild, prospective Placees may
communicate their bid by telephone or in writing to their usual sales contact
at Stifel or its agent. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Offer Price. Bids
may be scaled down by Stifel in its sole discretion.
5. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent of Stifel,
will not be capable of variation or revocation after the time at which it is
submitted. Each Placee's obligations will be owed to the Company and Stifel.
Each Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to Stifel, to pay to Stifel (or as Stifel or its agent may
direct) as agent for the Company in cleared funds an amount equal to the
product of the Offer Price and the number of Placing Shares that such Placee
has agreed to subscribe for and the Company has agreed to allot and issue to
that Placee.
6. The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 18 October 2022, but may be closed earlier or later at the
discretion of Stifel. Stifel may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed.
7. Each Placee's allocation will be determined by the Company
in consultation with Stifel and will be confirmed to Placees orally or in
writing by Stifel or its agent following the close of the Bookbuild and a
trade confirmation will be dispatched as soon as possible thereafter. That
oral or written confirmation (at Stifel's discretion) to such Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of Stifel and the Company, under
which such Placee agrees to subscribe for the number of Placing Shares
allocated to it and to pay the Offer Price for each such Placing Share on the
terms and conditions set out in this Appendix and in accordance with the
Company's constitutional documents.
8. Stifel may, notwithstanding paragraphs 4 and 5 above, and
subject to the prior consent of the Company: (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid after that
time; and (ii) allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of bids shall be at
the absolute discretion of Stifel. The Company reserves the right (upon
agreement with Stifel) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
9. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the delivery by each Placee of a US
Investor Letter substantially in the form provided to it.
10. Except as required by law or regulation, no press release or
other announcement will be made by Stifel or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be subscribed for pursuant to the Placing will be required to be made at the
same time, on the basis explained below under "Registration and settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the Placing
Agreement".
13. By participating in the Bookbuild, 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 after confirmation (oral or otherwise) by Stifel or
its agent.
14. To the fullest extent permissible by law, neither Stifel nor
any of its Affiliates nor any of its or their respective Representatives shall
have any responsibility or liability to any Placee (or to any other person
(other than the Company) whether acting on behalf of a Placee or otherwise).
In particular, neither Stifel nor any of its Affiliates nor any of its or
their respective Representatives shall have any responsibility or liability
(including to the fullest extent permissible by law, any fiduciary duties) in
respect of Stifel's conduct of the Bookbuild or of such alternative method of
effecting the Placing as Stifel and its Affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The obligations
of Stifel under the Placing Agreement are conditional on certain conditions,
including, amongst other things:
(a) the Placing Terms having been executed by the Company and
Stifel;
(b) the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service immediately following
the execution of the Placing Terms;
(c) the Company not being in breach of any of its obligations
and undertakings under the Placing Agreement which fall to be performed or
satisfied prior to Admission save to the extent such breach, in the opinion of
Stifel (acting in good faith), is not material;
(d) each of the warranties given by the Company contained in the
Placing Agreement being true, accurate and not misleading: (i) as at the date
of the Placing Agreement; (ii) as at the time of the execution of the Placing
Terms; (iii) as at and on Admission; and (iv) as at and on Open Offer
Admission, in each case, as though they had been given and made at such times
and on such dates by reference to the facts and circumstances from time to
time subsisting;
(e) the Company having allotted, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
(f) (i) the Bond Agreement remaining in full force and effect,
not having lapsed or been terminated or amended in accordance with its terms
prior to Admission; (ii) no condition to which the Bond Agreement is subject
having become incapable of satisfaction and not having been waived prior to
Admission (save for the condition in each agreement relating to Admission);
and (iii) no event having arisen prior to Admission which gives a party
thereto a right to terminate the Bond Agreement;
(g) (i) the Management Subscription Letter remaining in full
force and effect, not having lapsed or been terminated or amended in
accordance with its terms prior to Admission; (ii) no condition to which such
document is subject having become incapable of satisfaction and not having
been waived prior to Admission; and (iii) no event having arisen prior to
Admission which gives a party thereto a right to terminate such document;
(h) (i) the acquisition agreement dated 18 October 2022 between,
amongst others, the Company and the Sellers (the "Acquisition Agreement")
remaining in full force and effect, not having lapsed or been terminated or
amended in accordance with its terms prior to Admission; (ii) no condition to
which the Acquisition Agreement is subject having become incapable of
satisfaction and not having been waived prior to Admission; and (iii) no event
having arisen prior to Admission which gives a party thereto a right to
terminate the Acquisition Agreement; and
(i) Admission occurring by 8.00am on 20 October 2022 (or such
later time and/or date as Stifel and the Company may agree in writing, being
not later than 8.00 a.m. on 27 October 2022),
(all conditions to the obligations of Stifel included in the Placing Agreement
being together, the "Conditions").
The Placing is not conditional upon the completion of the Acquisition or the
completion of the Open Offer, both of which events are expected to take place
after Admission.
If, at Admission, any of the Conditions is not fulfilled or, where permitted,
waived or extended by Stifel in accordance with the Placing Agreement, the
Placing will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by or on behalf of the Placee (or any
person on whose behalf the Placing is acting) in respect thereof.
Stifel may, at its discretion and upon such terms and conditions as it thinks
fit, waive satisfaction of certain of the Conditions (save that Conditions
(a), (b), (e) and (i) cannot be waived) or extend the time provided for their
satisfaction. Any such waiver or extension will not affect Placees'
commitments as set out in this Announcement.
Neither Stifel nor any of its Affiliates or its or their respective
Representatives shall have any liability or responsibility to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it or another person may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
nor for any decision it 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
Stifel. Placees will have no rights against Stifel, the Company or any of
their respective Affiliates or agents under the Placing Agreement pursuant to
the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
Stifel, in its absolute discretion, may prior to Admission terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including, amongst other things:
(a) any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the Placing is or
has become untrue, inaccurate or misleading in any respect, or any matter has
arisen which would, if such document or announcement had been issued at that
time, constitute an inaccuracy or omission from such document or announcement;
(b) there has been a breach by the Company of any of its
obligations under the Placing Agreement save for any breach which, in the
opinion of Stifel (acting in good faith), is not material;
(c) there has been a breach by the Company of any of the
warranties or representations contained in the Placing Agreement or any of
such warranties or representations is not, or ceases to be, true, accurate and
not misleading;
(d) there has been a breach of any provision of the Subscription
Agreement or the Management Subscription Letter or a waiver of any of the
conditions thereto save for any breach which, in the opinion of Stifel (acting
in good faith), is not material;
(e) in the opinion of Stifel (acting in good faith), there has
been a Material Adverse Change;
(f) upon the occurrence of certain force majeure events; or
(g) if the Company's application for Admission or Open Offer
Admission are withdrawn or refused by the London Stock Exchange or, in the
opinion of Stifel (acting in good faith), will not be granted.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim may
be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and
Stifel that the exercise or non-exercise by Stifel of any right of termination
or other right or other discretion under the Placing Agreement shall be within
the absolute discretion of Stifel or for agreement between the Company and
Stifel (as the case may be) and that neither the Company nor Stifel need make
any reference to, or consult with, Placees and that none of the Company,
Stifel nor any of their respective Affiliates or its or their respective
Representatives shall have any liability to Placees whatsoever in connection
with any such exercise or failure to so exercise or otherwise.
No prospectus
No prospectus, offering memorandum, offering document or admission document
has been or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing or Admission and no such
prospectus is required (in accordance with the UK Prospectus Regulation or
otherwise) to be published in the United Kingdom.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any Exchange Information (as defined below)
and subject to the further terms set forth in the electronic contract note
and/or electronic trade confirmation to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the Exchange Information previously and
simultaneously released by or on behalf of the Company is exclusively the
responsibility of the Company and has not been independently verified by
Stifel or its agent. Each Placee, by accepting a participation in the Placing,
further confirms to the Company and Stifel that it has neither received nor
relied on any other information, representation, warranty or statement made by
or on behalf of the Company (other than publicly available information) or
Stifel or their respective Affiliates or any other person and none of the
Company, Stifel nor any of their respective Affiliates or its or their
respective Representatives nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to Stifel that, between the date of the Placing
Agreement and the date which is 90 calendar days after the date of Open Offer
Admission, it will not, without the prior written consent of Stifel, enter
into certain transactions involving or relating to the Ordinary Shares,
subject to certain customary carve-outs agreed between Stifel and the Company.
By participating in the Placing, Placees agree that the exercise by Stifel of
any power to grant consent to waive the aforementioned undertaking by the
Company shall be within the absolute discretion of Stifel 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: GB00BYYW9G87)
following Admission will take place within the CREST system, subject to
certain exceptions. The Company and Stifel reserve the right to require
settlement for, and delivery of, the Placing Shares to Placees by such other
means that they deem necessary, including in certificated form, if delivery or
settlement is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with Stifel or as
otherwise as Stifel may direct.
Unless otherwise directed by Stifel, the Company will deliver the Placing
Shares to a CREST account operated by Stifel as agent for and on behalf of the
Company and Stifel will enter its delivery (DEL) instruction into the CREST
system. Stifel or its agent will hold any Placing Shares delivered to this
account as nominee for the Placees. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will be on 20 October 2022 on a T+2 basis and
on a delivery versus payment basis in accordance with the instructions given
to Stifel or its agent.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
LIBOR as determined by Stifel.
Each Placee agrees that, if it does not comply with these obligations, the
relevant Placee shall be deemed hereby to have irrevocably and unconditionally
appointed Stifel, or any nominee of Stifel as its agent to use its reasonable
endeavours to sell any or all of the Placing Shares allocated to that Placee
on such Placee's behalf and retain from the proceeds an amount equal to the
aggregate amount owed by the Placee plus any interest due thereon. The
relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and shall be required to bear any stamp duty,
stamp duty reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax (together with any
interest, fines or penalties) which may arise upon the sale of such Placing
Shares on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Stifel all such authorities and powers necessary to
carry out any such transaction and agrees to ratify and confirm all actions
which Stifel lawfully takes on such Placee's behalf. Each Placee agrees that
Stifel's rights and benefits under this paragraph may be assigned in Stifel's
discretion.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note and/or
electronic trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or UK stamp duty reserve
tax. If there are any circumstances in which any other stamp duty or stamp
duty reserve tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither Stifel its agent nor the
Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any person on behalf of which it is
acting) with Stifel (in its capacity as bookrunner and as placing agent of the
Company in respect of the Placing), its agent and the Company, in each case as
a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the Bookbuild and
the Placing and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and undertakes not to redistribute or duplicate this Announcement and
that it has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with the Placing
or is required under the EU Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a prospectus, offering
memorandum, admission document or other offering document in connection with
the Bookbuild, the Placing, Admission or the Placing Shares;
3. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) 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 UK Market Abuse
Regulation and rules and regulations of the London Stock Exchange (including
the AIM Rules) (collectively and together with the information referred to in
(i) above, the "Exchange Information") which includes a description of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years, and that
it has reviewed such Exchange Information and that it is able to obtain or
access such information, or comparable information concerning any other
publicly traded company, in each case without undue difficulty; and (iii) it
has had access to such financial and other information concerning the Company,
the Placing and the Placing Shares as it has deemed necessary in connection
with its own investment decision to subscribe for any of the Placing Shares
and has satisfied itself that the information is still current and has relied
on that investigation for the purposes of its decision to participate in the
Placing;
4. neither Stifel nor the Company nor any of their respective
Affiliates or its or their respective Representatives nor any person acting on
behalf of any of them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the Bookbuild, the
Placing or the Company or any other person other than this Announcement, nor
has it requested Stifel, the Company, any of their respective Affiliates or
its or their respective Representatives or any person acting on behalf of any
of them to provide it with any such material or information;
5. unless otherwise specifically agreed with Stifel, it and
any person on behalf of which it is participating 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 a Restricted Territory or any other
jurisdiction in which it is unlawful to make or accept an offer to acquire the
Placing Shares;
6. the Placing Shares have not been and will not be registered
or otherwise qualified, for offer and sale, nor will an offering document,
prospectus, offering memorandum or admission document be cleared or approved
in respect of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or distributed,
directly or indirectly, in or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is required;
7. the content of this Announcement has been prepared by and
is exclusively the responsibility of the Company and that neither Stifel nor
any of its Affiliates or its or their respective Representatives nor any
person acting on behalf of any of them has made any representations to it,
express or implied, with respect to the Company, the Bookbuild, the Placing
and the Placing Shares or the truth, accuracy, completeness or adequacy of
this Announcement or the Exchange Information, nor has or shall have any
responsibility or liability for any information, representation or statement
contained in this Announcement or any information previously or simultaneously
published by or on behalf of the Company, including, without limitation, any
Exchange Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or any information previously or
simultaneously published by or on behalf of the Company or otherwise. Nothing
in this paragraph or otherwise in this Announcement excludes the liability of
any person for fraudulent misrepresentation made by that person;
8. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Exchange Information, that it
has received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares,
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by Stifel or
the Company or any of their respective Affiliates or its or their respective
Representatives or any person acting on behalf of any of them and neither
Stifel nor the Company nor any of their respective Affiliates or its or their
respective Representatives will be liable for any Placee's decision to accept
an invitation to participate in the Placing based on any other information,
representation, warranty or statement;
9. it has relied on its own investigation, examination and due
diligence of the business, financial or other position of the Company in
deciding to participate in the Placing;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by Stifel, any of its Affiliates or
any person acting on its or their behalf and understands that: (i) neither
Stifel nor any of its Affiliates nor any person acting on its or their behalf
has or shall have any responsibility or liability for: (x) public information
or any representation; or (y) any additional information that has otherwise
been made available to such Placee, whether at the date of publication, the
date of this Announcement or otherwise; and (ii) neither Stifel nor any of its
Affiliates nor any person acting on its or their behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of publication, the date
of this Announcement or otherwise;
11. (i) 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 liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services); (ii) it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability; and (iii) 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;
12. that no action has been or will be taken by the Company,
Stifel or any person acting on behalf of the Company or Stifel 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;
13. (i) it (and any person acting on its behalf) is entitled to
subscribe for the Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has paid or will pay any issue, transfer or other
taxes due in connection with its participation in any territory; (iii) it has
fully observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities; (iv) it has
not taken any action or omitted to take any action which will or may result in
Stifel, the Company or any of their respective Affiliates or its or their
respective Representatives acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing; and (v) the
subscription for the Placing Shares by it or any person acting on its behalf
will be in compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;
14. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to enable it
to commit to its participation in the Placing and to perform its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement) and will honour such
obligations;
15. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, any delegating acts,
implementing acts, technical standards and guidelines, and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002,
the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (together the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a request for
verification of identity Stifel has not received such satisfactory evidence,
Stifel may, in its absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to Stifel will
be returned (at the Placee's risk) without interest to the account of the
drawee bank or CREST account from which they were originally debited;
16. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to do so and
has full power to make, and does make, the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to Stifel and the
Company for the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another person).
Each Placee agrees that the provisions of this paragraph shall survive the
resale of the Placing Shares by or on behalf of any person for whom it is
acting;
17. it is a Relevant Person and undertakes that it will (as
principal or agent) subscribe for, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
18. it understands that 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, and further understands that this
Announcement must not be acted on or relied on by persons who are not Relevant
Persons;
19. if it is in a member state of the EEA, it is a Qualified
Investor;
20. if it is in the United Kingdom, it is a UK Qualified
Investor;
21. in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or the UK Prospectus Regulation (as applicable): (i) the
Placing Shares subscribed for by it in the Placing will not be subscribed for
on a non-discretionary basis on behalf of, nor will they be subscribed for
with a view to their offer or resale to persons in a member state of the EEA
other than Qualified Investors, or persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent of Stifel
has been given to each such proposed offer or resale; or (ii) where the
Placing Shares have been subscribed for by it on behalf of persons in any
member state of the EEA other than Qualified Investors, or in the United
Kingdom other than UK Qualified Investors, the offer of those Placing Shares
to it is not treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;
22. it understands, and each account it represents has been
advised that: (i) the Placing Shares have not been and will not be registered
under the Securities Act or under the applicable securities laws of any state
or other jurisdiction of the United States; and (ii) no representation has
been made as to the availability of any exemption under the Securities Act or
any relevant state or other jurisdiction's securities laws for the reoffer,
resale, pledge or transfer of the Placing Shares;
23. the Placing Shares are being offered and sold on behalf of
the Company: (i) outside the United States in offshore transactions (as
defined in Regulation S) pursuant to Regulation S under the Securities Act and
(ii) in the United States solely to investors reasonably believed to be QIBs
(as defined in Rule 144A under the Securities Act) in reliance upon Rule 144A
under the Securities Act or another exemption from, or transaction not subject
to, the registration requirements under the Securities Act;
24. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for will be
either: (i) outside the United States and subscribing for the Placing Shares
in an "offshore transaction" as defined in, and in accordance with, Regulation
S under the Securities Act or (ii) a QIB which has duly executed and delivered
to Stifel or its Affiliates a US Investor Letter substantially in the form
provided to it;
25. it is acquiring the Placing Shares for investment purposes
and is not acquiring the Placing Shares with a view to, or for offer and sale
in connection with, any distribution thereof (within the meaning of the
Securities Act) that would be in violation of the securities laws of the
United States or any state thereof;
26. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing (including electronic copies thereof),
in or into any Restricted Territory to any person and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
27. where it is subscribing for the 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 and it has full
power to make, and does make, the acknowledgements, representations and
agreements herein on behalf of each such account;
28. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
29. it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any Placing Shares
to persons in the United Kingdom, except to persons whose ordinary activities
involve them acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its 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
FSMA;
30. any offer of Placing Shares may only be directed at persons
in member states of the EEA who are Qualified Investors and that it has not
offered or sold and will not offer or sell any Placing Shares to persons in
the EEA prior to Admission 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;
31. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which section 21(1)
of the FSMA does not require approval of the communication by an authorised
person;
32. it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of the FSMA and the
Financial Services Act 2012) with respect to anything done by it in relation
to the Placing Shares;
33. if it has received any "inside information" as defined in
the UK Market Abuse Regulation about the Company in advance of the Placing, it
has not: (i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by the UK Market
Abuse Regulation, prior to the information being made publicly available;
34. (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to subscribe for and it
(and any person acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due time and date
set out herein against delivery of such Placing Shares to it, failing which
the relevant Placing Shares may be placed with other persons or sold as Stifel
(or its assignee) may in its discretion determine and without liability to
such Placee. It will, however, remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax (together with
any interest, fines or penalties) due pursuant to the terms set out or
referred to in this Announcement which may arise upon the sale of such
Placee's Placing Shares on its behalf;
35. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and required,
to acquire, and that Stifel or the Company may call upon it to acquire a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
36. neither Stifel nor any of its Affiliates or its or their
respective Representatives nor any person acting on behalf of any of them, is
making any recommendations to it or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the Placing
and participation in the Placing is on the basis that it is not and will not
be a client of Stifel and Stifel does not have any 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 Stifel's
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
37. the exercise by Stifel of any right or discretion under the
Placing Agreement shall be within the absolute discretion of Stifel and Stifel
need not have any reference to any Placee and shall have no liability to any
Placee whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no rights against
Stifel, the Company or any of their respective Affiliates under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise;
38. the person whom it specifies for registration as holder of
the Placing Shares will be: (i) itself; or (ii) its nominee, as the case may
be. Neither Stifel, the Company nor any of their respective Affiliates will be
responsible for any liability to stamp duty or stamp duty reserve tax or other
similar duties or taxes (together with any interest, fines or penalties)
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company, Stifel
and their respective Affiliates and its and their respective Representatives
in respect of the same on an after-tax basis on the basis that the Placing
Shares will be allotted to the CREST stock account of Stifel who will hold
them as nominee on behalf of such Placee until settlement in accordance with
its standing settlement instructions;
39. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any non-contractual
obligations arising out of or in connection with such agreements) shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
Stifel or the Company 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;
40. each of the Company, Stifel and their respective Affiliates,
its and their respective Representatives and others will rely upon the truth
and accuracy of the representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to Stifel on its own
behalf and on behalf of the Company and are irrevocable and it irrevocably
authorises Stifel and the Company 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;
41. it will indemnify on an after-tax-basis and hold the
Company, Stifel and their respective Affiliates and its and their respective
Representatives and any person acting on behalf of any of them harmless from
any and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection with any
breach by it of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the provisions of
this Appendix shall survive after completion of the Placing;
42. it irrevocably appoints any director or authorised signatory
of Stifel as its agent for the purposes 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 agreed to be
taken up by it under the Placing;
43. its commitment to acquire Placing Shares on the terms set
out herein and in any contract note 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 Stifel's conduct of
the Placing;
44. in making any decision to subscribe for the Placing Shares:
(i) it has sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is experienced
in investing in securities of a similar nature to the Ordinary Shares and in
the sector in which the Company operates and is aware that it may be required
to bear, and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing and has no
need for liquidity with respect to its investment in the Placing Shares; (iii)
it has relied solely on its own investigation, examination, due diligence and
analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved, and not upon any view expressed or information
provided by or on behalf of Stifel; (iv) it has had sufficient time and access
to information to consider and conduct its own investigation with respect to
the offer and purchase of the Placing Shares, including the legal, regulatory,
tax, business, currency and other economic and financial considerations
relevant to such investment and has so conducted its own investigation to the
extent it deems necessary to enable it to make an informed and intelligent
decision with respect to making an investment in the Placing Shares; (v) it is
aware and understands that an investment in the Placing Share involves a
considerable degree of risk; and (vi) it will not look to Stifel, any of its
Affiliates or its or their respective Representatives or any person acting
behalf of any of them for all or part of any such loss or losses it or they
may suffer;
45. neither the Company nor Stifel owes any fiduciary or other
duties to it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these terms and
conditions;
46. in connection with the Placing, Stifel and any of its
Affiliates acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its own account
such 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 Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
Stifel or any of its Affiliates acting in such capacity. In addition, Stifel
or any of its Affiliates may enter into financing arrangements and swaps with
investors in connection with which Stifel or any of its Affiliates may from
time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither Stifel nor any of its Affiliates intends
to disclose the extent of any such investment or transactions otherwise than
in accordance with any legal or regulatory obligation to do so; and
47. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds the amount
of the securities being offered) is not any indication or assurance that the
book will remain covered or that the Placing and securities will be fully
distributed by Stifel. Stifel reserves the right to take up a portion of the
securities in the Placing as a principal position at any stage at its sole
discretion, among other things, to take account of the Company's objectives,
UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of each of the Company and
Stifel (for their own benefit and, where relevant, the benefit of their
respective Affiliates and/or Representatives (as applicable) and any person
acting on their behalf) and are irrevocable.
Miscellaneous
If a Placee is entitled to participate in the Open Offer by virtue of being a
Qualifying Shareholder it will be able to apply to subscribe for Open Offer
Shares under the terms and conditions of the Open Offer. Unless otherwise
agreed with Stifel, any participation by a Placee as a Qualifying Shareholder
in the Open Offer will not reduce such Placee's commitment in respect of its
participation in the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK
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. Neither the Company nor Stifel or its agent
will be responsible for any UK stamp duty or UK stamp duty reserve tax
(including any interest, fines and penalties relating thereto) arising in
relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. Neither the Company nor Stifel or its agent is liable to
bear any stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue, securities,
transfer, registration, capital, or documentary duties or taxes) ("transfer
taxes") that arise: (i) if there are any such arrangements (or if any such
arrangements arise subsequent to the acquisition by Placees of Placing
Shares); or (ii) on a sale of Placing Shares; or (iii) otherwise than under
the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or
in respect of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and hold
Stifel, its agent and/or the Company and their respective Affiliates (as the
case may be) harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should, therefore,
take its own advice as to whether any such transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, Stifel or their respective Affiliates or its or their
respective Representatives pursuant to this Announcement where the payment (or
any part thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into account any
tax chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that Stifel and/or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that Stifel is receiving a fee
and a commission in connection with its role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with Stifel
any money held in an account with Stifel on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Stifel's money in accordance with the client money
rules and will be used by Stifel in the course of its own business; and the
Placee will rank only as a general creditor of Stifel.
Time is of the essence as regards each Placee's obligations under this
Appendix.
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
Stifel.
The rights and remedies of Stifel, its agent and the Company under the terms
and conditions set out 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.
Each Placee may be asked to disclose, in writing or orally to Stifel: (i) if
they are an individual, their nationality; or (ii) if they are a discretionary
fund manager, the jurisdiction in which the funds are managed or owned.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. Stifel
shall notify the Placees and any person acting on behalf of the Placees of any
changes.
APPENDIX II - SUMMARY OF PRINCIPAL TERMS FOR THE CONVERTIBLE BONDS
Bonds: Senior, unsecured convertible bonds, due October 2027; issued at 95% of the
principal amount and redeemed at par
Issue subject to (a) successful completion of the Placing and the Management
Subscription resulting in no less than £5.0 million gross proceeds to the
Company and (b) other customary conditions contained in the Bond Agreement
Denominated and issued in GBP
Issuer: Addition Finance (Jersey) Limited
Guarantor: Avacta Group plc
Convertible Bond Aggregate Principal Amount: £55 million
Coupon: 6.50 per cent. per annum, payable quarterly in arrear, in cash or Ordinary
Shares at the option of the Company
Amortisation: 5.00 per cent. of the Convertible Bond Aggregate Principal Amount each quarter
payable quarterly, in cash at 100% of the nominal amount or new Ordinary
Shares at the option of the Company
Conversion Right: At any time after issuance at the option of the Convertible Bond Investor into
preference shares of the Issuer, automatically exchanged for Ordinary Shares
Conversion: Initial Conversion Price: 25 per cent. premium to the Offer Price
Reset Conversion Price: The conversion price may be reset down at the date
falling 18 months after the Closing Date (as defined in Appendix III) (the
"Reset Date") to the price per Ordinary Share equal to the higher of (x) the
Offer Price and (y) the then current market price of the Ordinary Shares
(determined by a 15-trading day volume weighted average price ("VWAP") of the
Ordinary Shares prior to the day immediately preceding the Reset Date) if such
price is lower than the then prevailing conversion price
Reset Clawback: Following a downward reset, the Company has the right to reset
the conversion price back upwards to the previous conversion price if the
daily VWAP of the Ordinary Shares on each of at least 20 trading days in any
period of 30 consecutive trading days is greater than 130 per cent. of the
Initial Conversion Price at any time during the 9 month period following the
Reset Date
The Convertible Bonds will be convertible into preference shares of the
Issuer, which, subject to the Company electing to satisfy the exercise of the
Conversion Right by payment of cash, will be automatically exchanged for
Ordinary Shares
Anti-dilution protection: Standard UK market terms
Non-trading Agreement: Convertible Bond Investor agrees not to sell Ordinary Shares (or any interest
in them) nor engage in any short sale transactions in Ordinary Shares (or any
interest in them) of the Company during any relevant calculation period,
subject to certain exceptions
Share Payments: For any interest and amortisation payments made in Ordinary Shares (which
shall be subject to certain conditions including no potential event of default
having occurred and maintenance of a minimum free float), the Ordinary Shares
to be delivered shall be calculated by dividing the interest or amortisation
amount due by the lower of (a) the prevailing conversion price, in each case
on the applicable repayment date and (b) 90 per cent. of the Market Price per
Ordinary Share (as defined below)
The "Market Price" is the lower of the arithmetic average of the VWAP for the
Ordinary Shares: (i) on the ten (10) trading days, ending on the applicable
date or (ii) on the five (5) trading days, ending on the applicable date, but
in no event shall it be greater than the VWAP of the Ordinary Shares on the
applicable date
Optional Redemption upon a Fundamental Change Event: Redemption at Bondholder option (principal + accrued interest) in the event
of: change of control; de-listing (or Suspension > 10 consecutive trading
days); or free float ≤20% for 20 consecutive business days
Covenants: Negative pledge, with limited exceptions
Certain restrictions on the incurrence of financial indebtedness of the
Guarantor and its subsidiaries
Calculation Agent: Conv-Ex Advisors Limited
Listing: On a recognised stock exchange or a "multilateral trading facility", prior to
the first Interest Payment Date
Form: Registered, certificated form
Selling and Transfer Restrictions: No person shall, without the consent of the Jersey Financial Services
Commission ("JFSC"), circulate in Jersey any offer for subscription, sale or
exchange of the Convertible Bonds
The Issuer shall not permit there to be more than 10 bondholders on the
register of bondholders at any one time without obtaining the prior consent of
the JFSC (if required)
APPENDIX III - DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
"Act" the Companies Act 2006 (as amended)
"Acquisition" the proposed acquisition by the Company of Launch Diagnostics
"Acquisition Agreement" the share purchase agreement dated 18 October 2022 relating to the Acquisition
"Admission" admission of the Placing Shares and the Management Subscription Shares to
trading on AIM
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" means the rules published by the London Stock Exchange entitled "AIM Rules for
Companies" in force from time to time
"Announcement" means this announcement including its Appendices
"Application Form" means the form of application to be used in connection with the Open Offer by
Qualifying Non-CREST Shareholders
"Board" means the board of directors of the Company from time to time
"Bond Documents" means (i) the Bond Agreement; and (ii) the calculation agency agreement dated
18 October 2022 between the Company, the Bondholder and the calculation agent
providing for the terms on which such agent shall make determinations and
calculations required in connection with the Convertible Bonds
"Bondholder" or "Convertible Bond Investor" means a fund advised by Heights Capital Ireland LLC
"Bond Agreement" means the subscription agreement entered into by the Company, the Issuer and
the Bondholder in connection with the Convertible Bond Offering and
constituting and including the terms and conditions of the Convertible Bonds
"Bookbuild" means the bookbuilding process to be commenced by Stifel immediately following
release of this Announcement to use its reasonable endeavours to procure
Placees for the Placing Shares, as described in this Announcement and subject
to the terms and conditions set out in this Announcement and the Placing
Agreement
"Business Day" means any day other than a Saturday or Sunday when clearing banks in England
and Wales are open for business and that is neither a United States legal
holiday nor a day on which banking institutions are authorised or required by
law or regulation to close in New York, United States
"Circular" means the circular to Shareholders in connection with the Open Offer, together
with the documents incorporated by reference therein
"Closing Date" means the day on which the transactions effected in connection with the
Placing will be settled
"Company" or "Avacta" means Avacta Group plc, a company incorporated in England and Wales under the
Companies Act 1985 with registered number 04748597
"Conditions" has the meaning given to it in Appendix I to this Announcement
"Convertible Bond Offering" means the offer of the Convertible Bonds, as described in this Announcement
"Convertible Bonds" means the £55 million convertible bonds due October 2027 to be issued to the
Bondholder pursuant to the Bond Documents
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755) (as amended)) in respect of which
Euroclear is the Operator (as defined in such Regulations) in accordance with
which securities may be held and transferred in uncertificated form
"EU Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended)
"Euroclear" means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales
"EUWA" means the European Union (Withdrawal) Act 2018 (as amended)
"Excess Application Facility" means the facility allowing Qualifying Shareholders to subscribe for Open
Offer Shares in excess of their Open Offer Entitlements on the basis to be
referred to in the Circular
"Excess CREST Open Offer Entitlements" means in respect of each Qualifying CREST Shareholder, the entitlement (in
addition to their Open Offer Entitlement) to apply for Open Offer Shares which
will be conditional on them taking up their Open Offer Entitlement in full
"Exchange Information" has the meaning given to it in Appendix I to this Announcement
"Existing Ordinary Shares" means the Ordinary Shares in issue at the Record Date
"FCA" means the Financial Conduct Authority of the UK
"FSMA" means the Financial Services and Markets Act 2000 (as amended)
"Fundraise" means the Convertible Bond Offering, the Placing, the Management Subscription
and the Open Offer
"Group" means the Company and each of its subsidiary undertakings
"Issuer" means Addition Finance (Jersey) Limited, a wholly-owned subsidiary of the
Company;
"Launch Diagnostics" means Launch Diagnostics Holdings Limited
"London Stock Exchange" means London Stock Exchange plc
"Material Adverse Change" has the meaning given to such term in the Placing Agreement
"Management Subscription" means the subscription for the Management Subscription Shares at the Offer
Price by the chair of the Company
"Management Subscription Letter" means the subscription letter entered into by the chair of the Company today
relating to the Management Subscription
"Management Subscription Shares" means the 15,000 new Ordinary Shares subscribed for pursuant to the Management
Subscription
"Offer Price" means 95 pence per Offer Share
"Open Offer" means the conditional invitation by the Company to Qualifying Shareholders to
apply to subscribe for the Open Offer Shares (including under the Excess
Application Facility) on the basis of the Open Offer Entitlement and subject
to the terms and conditions set out in the Circular, and (for Qualifying
Non-CREST Shareholders only) the Application Form
"Open Offer Admission" means admission of the Open Offer Shares to trading on AIM
"Open Offer Entitlement" means the basic entitlement to apply to subscribe for Open Offer Shares
allocated to a Qualifying Shareholder pursuant to the Open Offer on the basis
of 3 Open Offer Shares for every 365 Ordinary Shares
"Open Offer Shares" means up to 2,106,980 new Ordinary Shares to be offered for subscription by
the Company to Qualifying Shareholders at the Offer Price pursuant to the Open
Offer
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended)
"Ordinary Shares" means ordinary shares of 10 pence each in the capital of the Company
"Placee" means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares is given
"Placing" means the placing to take place by way of the Bookbuild for which Stifel has
been appointed sole global coordinator and sole bookrunner
"Placing Agreement" has the meaning given to it in Appendix I to this Announcement
"Placing Results Announcement" means the announcement (if any) to be published by the Company confirming the
results of the Placing on a Regulatory Information Service immediately
following the execution of the Placing Terms
"Placing Shares" means the new Ordinary Shares to be subscribed for at the Offer Price by the
Placees under the Placing
"Placing Terms" has the meaning given to it in Appendix I to this Announcement
"PRIIPs Regulation" means Regulation (EU) No 1286/2014 (as amended)
"QIB" means a "qualified institutional buyer" as defined in Rule 144A of the
Securities Act
"Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the EU Prospectus Regulation
"Qualifying CREST Shareholders" means Qualifying Shareholders who hold Ordinary Shares in uncertificated form
"Qualifying Non-CREST Shareholders" means Qualifying Shareholders who hold Ordinary Shares in certificated form
"Qualifying Shareholders" means Shareholders on the share register of members of the Company at 6.00
p.m. on the Record Date other than Shareholders with registered addresses in,
or who are located and/or resident in, or are citizens of, any jurisdiction
outside of the United Kingdom
"Record Date" means 14 October 2022
"Relevant Persons" mean (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to
whom this Announcement may otherwise be lawfully communicated
"Representative" has the meaning given to it in Appendix I to this Announcement
"Regulation S" means Regulation S promulgated under the Securities Act
"Regulatory Information Service" means any of the services set out in the AIM Rules
"Restricted Territory" means the United States, Australia, Canada, Japan, South Africa or any
jurisdiction in which the release, publication or distribution of this
Announcement is unlawful
"Securities Act" means the U.S. Securities Act of 1933 (as amended)
"Sellers" means John Twycross and others
"Shareholders" means the holders of Ordinary Shares from time to time
"Stifel" means Stifel Nicolaus Europe Limited (registered number: 03719559)
"subsidiaries" or "subsidiary undertakings" each have the meaning given to that term in the Act
"UK Market Abuse Regulation" means Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue
of the EUWA
"UK MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
the EUWA
"UK PRIIPs Regulation" means Regulation (EU) No 1286/2014 as it forms part of UK domestic law by
virtue of the EUWA
"UK Prospectus Regulation" means the EU Prospectus Regulation as it forms part of UK domestic law by
virtue of the EUWA
"UK Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the UK Prospectus Regulation and who are: (i) persons who fall within the
definition of "investment professional" in Article 19(5) of the Order; or (ii)
persons who fall within Article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc.") of the Order
"uncertificated" or "in uncertificated form" means 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
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" means 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
"US Investor Letter" means the letter in the form provided by Stifel
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the United Kingdom.
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