REG - Bidstack Group PLC - £10m Placing/Subscription ABB & Rex Retail Offer
05/10/2022 16:45
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RNS Number : 9291B Bidstack Group PLC 05 October 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN
MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS
ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION
RELATING TO THE COMPANY AND ITS SECURITIES.
Bidstack Group Plc
("Bidstack" or the "Company")
Launch of Placing and Subscription to raise up to £10 million and REX Retail
Offer
Launch of proposed Placing by way of accelerated bookbuild
Bidstack Group Plc (AIM: BIDS), the in-game advertising and video game
monetisation platform, announces its intention to undertake an equity
fundraise consisting of a conditional placing ("Placing"), a subscription by
Irdeto ("Subscription") and a separate conditional retail offer (the "REX
Retail Offer") of new ordinary shares of £0.005 each (the "New Ordinary
Shares") at a price of 2.85 pence per New Ordinary Share (the "Issue Price")
targeting gross proceeds of up to £10 million from the Placing and
Subscription.
The EIS/VCT Placing Shares and the General Placing Shares (each as later
defined in the highlights), which together comprise the ("Placing Shares") are
being offered by way of an accelerated bookbuild process (the "Bookbuild")
which will be launched immediately following the release of this announcement.
Stifel Nicolaus Europe Limited is acting as sole bookrunner and broker in
connection with the Placing.
The Fundraise has not been underwritten and is conditional on, amongst other
things, the approval by Shareholders of resolutions granting authority for the
Directors to issue ordinary shares at a General Meeting to be held at 11:00
a.m. on 25 October 2022 at Plexal Here East, 14 East Bay Lane, London, E15 2GW
("General Meeting").
Fundraise highlights
· The conditional Placing and Subscription is proposed to raise up to
£10 million through the proposed issue of New Ordinary Shares at the Issue
Price. Alongside the Placing and Subscription, the REX Retail Offer is being
made at the Issue Price to Shareholders through the Intermediaries.
· The Fundraise will consist of the Placing, the Subscription and the
REX Retail Offer.
· As part of the Fundraise, Irdeto has conditionally subscribed for
New Ordinary Shares at the Issue Price pursuant to a Subscription Agreement,
raising gross proceeds of £5 million.
· The Placing is being conducted in two tranches; the placing of New
Ordinary Shares intended to qualify for the purpose of EIS or VCT purposes
(the "EIS/VCT Placing Shares") and the placing of New Ordinary Shares not
intended to qualify for the purpose of EIS or VCT purposes (the "General
Placing Shares"), together the ("EIS/VCT Placing") and the ("General Placing")
comprise the ("Placing").
· The net proceeds of the EIS/VCT Placing are proposed to be used to
fund the development of a platform to allow commercial rights owners, such as
sports league bodies and global sports teams, to have control over the content
that appears in their licensed IP.
· The balance of the net proceeds of the Fundraise will be used to
fund working capital requirements in connection with product strategy,
technology and research and development, commercial growth in core markets,
particularly the UK and the US and further marketing to educate and enable
sales.
· The Fundraise is conditional, inter alia, on the passing of the
Resolutions by Shareholders at the General Meeting, which is to be held at
11:00 a.m. on 25 October 2022.
· Admission of the EIS/VCT Placing Shares is expected to become
effective and dealings in the EIS/VCT Placing Shares are expected to commence
at 8:00 a.m. on 27 October 2022 and Admission of the General Placing Shares,
the REX Retail Shares and the Subscription Shares is expected to become
effective and dealings in the New Ordinary Shares (other than the EIS/VCT
Placing Shares) are expected to commence at 8:00 a.m. on 28 October 2022.
· Should Shareholder approval not be obtained at the General Meeting,
the Fundraise will not proceed. None of the Placing, the REX Retail Offer nor
the Subscription have been underwritten.
· Stifel Nicolaus Europe Limited is acting as sole broker in
connection with the Fundraise and SPARK Advisory Partners Limited ("SPARK")
will be acting as the Company's nominated adviser.
· A separate announcement will be made shortly regarding the REX
Retail Offer and its terms.
Background to the Fundraise
· Bidstack has grown its publisher and developer network as it
continues building its portfolio of titles providing significant cross-selling
opportunities across its breadth of ad-formats, which now includes rewarded
video in addition to in-game and in-menu. The combination of brand awareness
and performance ad-formats provides the publishers and developers with a
holistic monetisation solution to generate sustainable revenue.
· The contract with Azerion commenced and the Company has also
commenced the onboarding of sales teams across key markets such as the UK,
Germany, France, Spain, Netherlands, Italy, Nordics, Portugal and Belgium.
· Bidstack has also started to see success with its enterprise sales
efforts with the licensing of our PubGuard technology to Azerion over two
years. The Directors believe this should be a positive mix-driver for gross
margin as these are technology-only contracts. The commercial pipeline for
further technology deals is strong across a diversified set of customers and
geographical footprint.
· The Company's new growth strategy in the US is the next stage in
Bidstack's evolution. Bidstack has now grown sufficiently as a business that
it is ready and able to tackle the huge, untapped opportunity for in-game
advertising within the US market, with the Company's plans building on the
recent progress in its technology.
· To achieve Bidstack's growth ambitions in the US, the Company is
actively focused on recruiting US-based sales, gaming and marketing
professionals with experience in digital advertising and with local market
knowledge. The Group has already had positive conversations with a number of
US-based executives and has recently made a number of key hires.
About Irdeto
Irdeto is a world leader in digital platform cybersecurity, empowering
businesses to innovate for a secure, connected future. Building on over 50
years of experience in security, Irdeto's services and solutions protect
revenue, enable growth and fight cybercrime in video entertainment, video
games and connected industries including transport, health and infrastructure.
Irdeto has a workforce of 1,000 employees, 70% of whom are engineers and
software developers and it operates from over 14 locations worldwide with its
headquarters in the Netherlands.
Irdeto's gaming division, Denuvo, provides games protection and anti-piracy
technology (including anti-cheat and anti-tamper solutions) helping game
publishers and developers to secure PC, console and mobile games.
James Draper, Chief Executive Officer, Bidstack commented:
"I am pleased to share that we have secured our first strategic investment,
from Irdeto . Irdeto, isone of the world's leading cybersecurity businesses,
with their gaming division 'Denuvo' being trusted as a leading game security
provider across the world's most celebrated gaming platforms and franchises.
Irdeto's positioning across the gaming and entertainment space will lead to
many opportunities for our two companies to collaborate going forward, as
strategic partners."
Contacts
Bidstack Group Plc
James Draper, CEO via Buchanan
Stifel Nicolaus Europe Limited (Sole Bookrunner and Broker)
Fred Walsh / Tom Marsh / Anthony Yamson +44 (0) 20 7710 7600
SPARK Advisory Partners Limited (Nomad) +44 (0) 203 368 3550
Mark Brady / Neil Baldwin / James Keeshan
Buchanan Communications Limited
Chris Lane / Stephanie Whitmore / Kim van Beeck +44 (0) 20 7466 5000
bidstack@buchanan.uk.com
DETAILS OF THE FUNDRAISE
Expected timetable
Announcement of results of the Placing 7:00 a.m. 6 October 2022
Announcement of results of the REX Retail Offer 6:00 p.m. 6 October 2022
Posting of Circular and Form of Proxy 7 October 2022
Latest time and date for receipt of Forms of Proxy 11:00 a.m. on 21 October 2022
Latest time and date for receipt of CREST proxy instructions and CREST voting 11:00 a.m. on 21 October 2022
instructions
General Meeting 11:00 a.m. on 25 October 2022
Announcement of Results of General Meeting 25 October 2022
Admission and commencement of dealings in the EIS/VCT Placing Shares By 8:00 a.m. on 27 October 2022
CREST accounts credited in respect of the EIS/VCT Placing Shares 27 October 2022
Admission and commencement of dealings in the General Placing Shares, By 8:00 a.m. on 28 October 2022
Subscription Shares and REX Retail Shares
CREST accounts credited in respect of the General Placing Shares, Subscription 28 October 2022
Shares and REX Retail Shares
Dispatch of definitive share certificates for applicable New Ordinary Shares Within 10 business days of 28 October 2022
Use of proceeds
The net proceeds of the EIS/VCT Placing is proposed to be used to fund the
development of a platform to allow commercial rights owners, such as sports
league bodies and global sports teams, to have control over the content that
appears in their licensed IP.
The balance of the net proceeds of the Fundraise will be used to fund working
capital requirements in connection with product strategy, technology and
research and development, commercial growth in core markets, particularly the
UK and the US and further marketing to educate and enable sales.
Details of the Fundraising
The Company proposes to raise up to £10 million (before expenses), from: (i)
a Placing with institutional investors; and (ii) a Subscription to raise £5
million through a subscription for 175,438,596 New Ordinary Shares at the
Issue Price with Irdeto. Alongside the Placing and Subscription, the REX
Retail Offer is being made at the Issue Price to Shareholders through the
Intermediaries.
The Fundraise has not been underwritten and is conditional, inter alia, upon:
1. the passing of the Resolutions;
2. the Placing Agreement becoming unconditional in all respects (other than
Admission) and not having been terminated in accordance with its terms;
3. the Company not being in breach of any of its obligations and
undertakings under the Placing Agreement which fall to be performed prior to
Admission, save for any breach which is not, in the opinion of Stifel and
SPARK (acting in good faith) material in the context of the Placing,
Subscription or the REX Retail Offer;
4. EIS/VCT Admission occurring by not later than 8:00 a.m. on 27 October
2022 (or such later time and/or date as the Company, SPARK and Stifel may
agree, not being later than 8:00 a.m. on the Long Stop Date); and
5. General Admission occurring by not later than 8:00 a.m. on 28 October
2022 (or such later time and/or date as the Company and Stifel may agree, not
being later than 8:00 a.m. on the Long Stop Date).
Accordingly, if any of the conditions are not satisfied or waived (where
capable of waiver), the Fundraise will not proceed, the New Ordinary Shares
will not be issued and all monies received by Stifel, the Intermediaries or
the Company (as the case may be) will be returned to the applicants (at the
applicants' risk and without interest) as soon as possible thereafter.
Shareholders should note that it is possible that EIS/VCT Admission occurs but
that General Admission does not. If General Admission does not occur then the
Company will not receive the relevant net proceeds in respect of the issue of
the General Placing Shares, the Subcription Shares and the REX Retail Offer
Shares and the Company may not be able to finance the activities referred to
in this announcement.
Details of the Placing
Pursuant to the terms of the Placing Agreement, Stifel, as agent for the
Company, has conditionally agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price. The Placing Agreement
is conditional, amongst other things, on none of the warranties given to
Stifel and SPARK being or becoming untrue, inaccurate or misleading in any
respects on or before Admission.
The Bookbuild will open with immediate effect following this announcement and
is expected to close before 7:00 a.m. on 6 October 2022. The timing for the
close of the Bookbuild, the number of Placing Shares to be issued and
allocation of the Placing Shares shall be at the discretion of the Company in
consultation with Stifel. The result of the Placing will be announced as soon
as practicable after the close of the Bookbuild. The Placing is not being
underwritten (in whole or in part) by Stifel or any other person.
The Company has separately engaged Peel Hunt to undertake an intermediaries
offer of New Ordinary Shares at the Issue Price, alongside the Placing, to
existing retail shareholders in the Company. For the avoidance of doubt, the
REX Retail Offer Shares are not part of the Placing and do not form part of
the Placing Shares. The REX Retail Offer is expected to close on or
around 4:00 p.m. on 6 October 2022. The timing for the close of the REX
Retail Offer and the number of REX Retail Offer Shares to be issued shall be
at the discretion of the Company. The result of the REX Retail Offer will be
announced as soon as practicable after the close of the REX Retail Offer.
The Placing Agreement contains customary warranties given by the Company in
favour of Stifel and SPARK in relation to, amongst other things, the accuracy
of the information in the Circular and other matters relating to the Group and
its business. In addition, the Company has agreed to indemnify Stifel and
SPARK (and their respective affiliates) in relation to certain liabilities
which they may incur in respect of the Placing.
Stifel and SPARK have the right to terminate the Placing Agreement in certain
circumstances prior to Admission. In particular, in the event of breach of the
warranties, the occurrence of a material adverse change or if the Placing
Agreement does not become unconditional.
Rights of the New Ordinary Shares and application for Admission
The New Ordinary Shares will, when issued, be credited as fully paid and will
be issued subject to the Articles and rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the Ordinary
Shares after the date of issue of the New Ordinary Shares and will, on issue,
be free of all claims, liens, charges and encumbrances.
Application will be made for Admission of the EIS/VCT Placing Shares and it is
expected that EIS/VCT Admission will become effective and that dealings in the
New Ordinary Shares will commence at 8.00 a.m. on or around 27 October 2022
(or such later time and/or date as Stifel and SPARK may agree with the
Company, being not later than 8:00 a.m. on the Long Stop Date).
Application will be made for Admission of the General Placing Shares, the
Subscription Shares and the REX Retail Offer Shares and it is expected that
General Admission will become effective and that dealings in the New Ordinary
Shares (which are not EIS/VCT Placing Shares) will commence at 8.00 a.m. on or
around 28 October 2022 (or such later time and/or date as Stifel and SPARK may
agree with the Company, being not later than 8:00 a.m. on the Long Stop Date).
Irdeto Subscription and Lock-In
Irdeto has conditionally subscribed in cash for the Subscription Shares at the
Issue Price on the terms of the Subscription Agreement. The Subscription
Agreement is conditional, amongst other things, on General Admission. Pursuant
to the terms of the Subscripton Agreement, for so long as Irdeto holds an
interest in Ordinary Shares representing more than 10% of the issued share
capital of the Company, Irdeto shall have the right to nominate one director
for appointment to the board of the Company as a non-executive director. The
appointment or removal of any director nominated by Irdeto is subject, amongst
other things, to the prior written approval of the Company and the Company's
nominated adviser from time to time.
In connection with the Subscription, Irdeto has entered into a lock-in and
orderly market agreement with the Company, SPARK and Stifel pursuant to which:
(a) Irdeto undertakes not to dispose of the New Ordinary Shares held by it
during the period from the date of General Admission up to and including the
date falling six months after the date of General Admission (the "Lock-in
Period"); and (b) Irdeto further undertakes that, during the period of six
months commencing on the date of expiry of the Lock-in Period, it will only
dispose of the New Ordinary Shares held by it through Stifel (or the broker
for the time being of the Company) in such manner as Stifel (or the
replacement broker) may reasonably require so as to ensure an orderly market
in the Ordinary Shares.
General Meeting
The issue of the New Ordinary Shares is conditional, inter alia, on the
passing by Shareholders of certain resolutions at a General Meeting of the
Company, which is to be held at 11:00 a.m. on 25 October 2022 at Plexal
Here East, 14 East Bay Lane, London, United Kingdom, E15 2GW. The notice
convening the General Meeting will be set out in the Circular expected to be
sent to Shareholders on 7 October 2022.
Important Notice
This announcement includes "forward-looking statements" which include all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Group to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
document. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statements are based unless required to do so by applicable law or
the AIM Rules.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of the Company or any other
person following the implementation of the Placing or otherwise.
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the shares.
Past performance is no guide to future performance and persons who require
advice should consult an independent financial adviser.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, except pursuant to an exemption from
registration. No public offering of securities is being made in the United
States.
The distribution of this announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or Stifel that would permit an offering of such shares or
possession or distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this announcement
comes are required by the Company and Stifel to inform themselves about, and
to observe, any such restrictions.
This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or
the Republic of South Africa or any jurisdiction into which the publication
or distribution would be unlawful. This announcement is for information
purposes only and does not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire shares in the capital of the
Company in the United States, Australia, Canada, Japan, New Zealand,
the Republic of South Africa or any jurisdiction in which such offer or
solicitation would be unlawful or require preparation of any prospectus or
other offer documentation or would be unlawful prior to registration,
exemption from registration or qualification under the securities laws of any
such jurisdiction.
Stifel Nicolaus Europe Limited is authorised and regulated by the FCA in the
United Kingdom and is acting as sole bookrunner exclusively for the Company
and no one else in connection with the Placing and will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this announcement.
SPARK is authorised and regulated in the United Kingdom by the FCA and is the
Company's nominated adviser for the purposes of the AIM Rules. SPARK is acting
for the Company in relation to Admission and will not regard any other person
as a client in relation to Admission and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients
nor for providing advice in relation to the contents of this document or any
other matter referred to herein. SPARK's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are owed to the
London Stock Exchange and not to any other person.
Appendix I to this announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each placee will be deemed to have
read and understood this announcement (including the Appendices) in its
entirety, to be participating in the Placing and making an offer to acquire
and acquiring Placing Shares on the terms and subject to the conditions set
out in Appendix I to this announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
Appendix I to this announcement.
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 APPENDIXES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART
OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK PROSPECTUS REGULATION");
WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE,
PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT MUST BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN
EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND
SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S
UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS;
OR (III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE US SECURITIES ACT. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES,
THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.
In the United Kingdom, this announcement is being directed solely at persons
in circumstances in which section 21(1) of the Financial Services and Markets
Act 2000 (as amended) (the "FSMA") does not require the approval of the
relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they
be, obtained from the securities commission of any province or territory
of Canada, no prospectus has been lodged with, or registered by,
the Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and will not be,
obtained for the South Africa Reserve Bank or any other applicable body in
the Republic of South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be registered under or offered in
compliance with the securities laws of any state, province or territory
of Australia, Canada, Japan or the Republic of South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
announcement should seek appropriate advice before taking any action.
This announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in the "Important Notice"
section of this announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed
to have read and understood this announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who acquires any
Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e)
of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom other than Qualified Investors or
in circumstances in which the prior consent of Stifel has been given to the
offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA (each a
"Relevant State") who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e)
of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in a Relevant State other than Qualified Investors or in
circumstances in which the prior consent of Stifel has been given to the offer
or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation as
having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is acquiring
the Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained herein;
5. it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this announcement; and
6. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 4 above) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act; and
7. the Company and Stifel will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this announcement
and the announcement of the results of the Placing (the "Result of Placing
Announcement") (together, the "Placing Documents") and any Publicly Available
Information and subject to any further terms set forth in the trade
confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Stifel or the Company or any other person
and none of Stifel, the Company nor any other person acting on such person's
behalf nor any of their respective affiliates has or shall have any
responsibility or liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any information in
this announcement to be legal, tax or business advice. Each Placee should
consult its own attorney, tax advisor and business advisor for legal, tax and
business advice regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Stifel is acting as sole bookrunner in connection with the Placing and has
entered into the Placing Agreement with the Company under which, on the terms
and subject to the conditions set out in the Placing Agreement, Stifel, as
agent for and on behalf of the Company, has agreed to use its reasonable
endeavours to procure placees for the Placing Shares. Neither the Placing, the
Subscription, nor the Rex Retail Offer is being underwritten by Stifel or
any other person.
The price per Ordinary Share at which the Placing Shares are to be placed is
the Issue Price. The timing of the closing of the book and allocations are at
the discretion of the Company and Stifel.
The Placing Shares will be made up of a number of new Ordinary Shares issued
and allotted by the Company. Accordingly, by participating in the Placing,
Placees agree to subscribe for Placing Shares.
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid up and will be issued subject to the Articles and
rank pari passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid on or in respect of the Ordinary Shares after the date of issue of the
Placing Shares, and will on issue be free of all pre-emption rights, claims,
liens, charges, encumbrances and equities.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
EIS/VCT Placing Shares and the General Placing Shares to trading on AIM.
It is expected that EIS/VCT Admission will occur at 8.00 a.m. on 27 October
2022 (or such later time or date as Stifel and SPARK may agree with the
Company, being no later than 8.00 a.m. on the Long Stop Date) and that
dealings in the EIS/VCT Placing Shares will commence at that time.
It is expected that General Admission will occur at 8.00 a.m. on 28 October
2022 (or such later time or date as Stifel and SPARK may agree with the
Company, being no later than 8.00 a.m. on the Long Stop Date) and that
dealings in the General Placing Shares will commence at that time.
Bookbuild
Stifel will today commence the accelerated bookbuilding process to determine
demand for participation in the Placing by Placees (the "Bookbuild"). This
Appendix gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
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.
Participation in, and principal terms of, the Placing
1. Stifel is acting as sole bookrunner to the Placing, as agent for and on
behalf of the Company, on the terms and subject to the conditions of the
Placing Agreement.
2. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by Stifel. Stifel may itself
agree to be a Placee in respect of all or some of the Placing Shares or may
nominate any member of its group to do so.
3. Following a successful completion of the Bookbuild, the Company will
confirm the closing of the Placing via the Result of Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should communicate their
bid orally by telephone or in writing to their usual sales contact at Stifel.
Each bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the fixed Issue Price. Bids may be scaled
down by Stifel on the basis referred to in paragraph 6 below. Stifel reserves
the right not to accept bids or to accept bids in part rather than in whole.
The acceptance of the bids shall be at Stifel's absolute discretion, subject
to agreement with the Company.
5. The Bookbuild is expected to close no later than 7:00 a.m. on 6 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. The Company reserves the right (upon the prior agreement
of Stifel) to vary the number of shares to be issued pursuant to the Placing,
in its absolute discretion.
6. Allocations of the Placing Shares will be determined by Stifel after
consultation with the Company (and in accordance with Stifel's allocation
policy as has been supplied by Stifel to the Company in advance of such
consultation). Allocations will be confirmed orally by Stifel and a trade
confirmation will be despatched as soon as possible thereafter. Stifel's oral
confirmation to such Placee constitutes an irrevocable legally binding
commitment upon such person (who will at that point become a Placee), in
favour of Stifel and the Company, to subscribe for the number of Placing
Shares allocated to it and to pay the Issue Price in respect of each such
share on the terms and conditions set out in this Appendix and in accordance
with the Company's Articles of Association. A bid in the Bookbuild will be
made on the terms and subject to the conditions in this Appendix and will be
legally binding on the Placee on behalf of which it is made and except with
Stifel's consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
7. Each Placee's allocation and commitment will be evidenced by a trade
confirmation issued to such Placee. The terms of this Appendix will be deemed
incorporated in that trade confirmation.
8. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be
subscribed/purchased for pursuant to the Placing will be required to be made,
on the basis explained below under "Registration and Settlement".
9. All obligations under the Bookbuild and the Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Right to terminate under the Placing
Agreement".
10. By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
11. To the fullest extent permissible by law, none of Stifel, the Company
nor any of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of Stifel, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of Stifel's conduct of the Placing or of such
alternative method of effecting the Placing as Stifel and the Company may
agree.
12. The Placing Shares will be issued subject to the terms and conditions of
this Appendix and each Placee's commitment to subscribe for Placing Shares on
the terms set out herein will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and Placees will
have no right to be consulted or require that their consent be obtained with
respect to the Company's or Stifel's conduct of the Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. Stifel's obligations under the Placing Agreement are conditional on
customary conditions, including (amongst others) (the "Conditions"):
1. the passing of the Resolutions at the General Meeting (or any
adjournment thereof);
2. EIS/VCT Admission occurring no later than 8.00 a.m. on 27 October 2022
and General Admission occurring no later than 8.00 a.m. on 28 October 2022
(or, in each case, such later time or date as Stifel and SPARK may otherwise
agree with the Company, being no later than 8.00 a.m. on the Long Stop Date);
3. the delivery to Stifel and SPARK of certificates from and signed by the
Company in terms of the warranties being provided by the Company under the
Placing Agreement ("Warranties") on the Business Day immediately prior to the
date on which EIS/VCT Admission and General Admission respectively is expected
to occur (and dated as of such dates); and
4. the Company having complied with its obligations under the Placing
Agreement which fall to be performed on or prior to EIS/VCT Admission and / or
General Admission.
Stifel and SPARK may, at their discretion and upon such terms as they think
fit, waive compliance by the Company with the whole or any part of any of its
obligations in relation to the Conditions or extend the time or date provided
for fulfilment of any such Conditions in respect of all or any part of the
performance thereof, save in respect of conditions 1 and 2 above relating to
the passing of the Resolutions and Admission taking place. Any such extension
or waiver will not affect Placees' commitments as set out in this Appendix.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
Stifel and SPARK by the relevant time or date specified (or such later time or
date as Stifel and SPARK may agree with the Company, being no later than 8.00
a.m. on the Long Stop Date); or (ii) the Placing Agreement is terminated in
the circumstances specified below under "Right to terminate under the Placing
Agreement", the Placing will not proceed and 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
it or on its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
Neither Stifel or the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision they may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any Condition to the Placing, nor for
any decision they may make as to the satisfaction of any Condition or in
respect of the Placing generally, and by participating in the Placing each
Placee agrees that any such decision is within the absolute discretion of
Stifel.
Placees should note that the EIS/VCT Placing is not conditional on the issue
of the General Placing Shares and General Admission, nor is the EIS/VCT
Placing conditional on the Subscription. Placees should note that it is
possible that EIS/VCT Admission will occur but General Admission will not
occur and that the General Placing Shares, the Subscription Shares and the Rex
Retail Offer Shares will not be issued. If General Admission does not occur
then the Company will not receive the relevant net proceeds in respect of the
issue of the General Placing Shares, the Subscription Shares and the Rex
Retail Offer Shares and the Company may not be able to finance the activities
referred to in the announcement of which this Appendix forms part.
Right to terminate under the Placing Agreement
Stifel and SPARK are entitled, at any time before General Admission, to
terminate the Placing Agreement in accordance with its terms in certain
circumstances, including (amongst other things) if:
1. any of the warranties and undertakings in the Placing Agreement were
untrue or inaccurate in any respect which Stifel or SPARK consider (in their
absolute discretion) material; or
2. the Company fails to comply with its obligations under the Placing
Agreement, which Stifel or SPARK consider (in their absolute discretion) to be
material in the context of the Placing; or
3. any statement contained in the Placing Documents is or has become
untrue, inaccurate or misleading in any material respect or any matter has
arisen which would constitute a material omission from the Placing Documents;
or
4. any of the Conditions have (i) become incapable of satisfaction or (ii)
not been satisfied before the latest time provided in the Placing Agreement
and have not been waived if capable of being waived by Stifel or SPARK; or
5. the occurrence of a material adverse change or certain force majeure.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
Stifel or SPARK of any right of termination or of any other discretion under
the Placing Agreement shall be within the absolute discretion of Stifel and
SPARK and that they need not make any reference to, or consult with, Placees
and that it shall have no liability to Placees whatsoever in connection with
any such exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above under "Right
to terminate under the Placing Agreement" and "Conditions of the Placing", and
its participation will not be capable of rescission or termination by it after
oral confirmation by Stifel of the allocation and commitments following the
close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to Stifel and SPARK that, between the date of the
Placing Agreement and a period of 180 days from General Admission (the
"Restricted Period"), it will not, without the prior written consent of Stifel
and SPARK or otherwise in connection with the Fundraising, offer, issue, lend,
sell or contract to sell, issue options in respect of or otherwise dispose of
or announce an offering or issue of any Ordinary Shares (or any interest
therein or in respect thereof) or any other securities exchangeable for or
convertible into, or substantially similar to, Ordinary Shares provided that
the foregoing restrictions shall not restrict the ability of the Company or
any other member of the Group during the Restricted Period to grant options
under, or the allotment and issue of shares pursuant to options under, any
employee or non- executive share or option schemes or long term incentive
plans of the Company (in accordance with its normal practice).
By participating in the Placing, Placees agree that the exercise by Stifel and
SPARK of any power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to the restrictive provisions on
further issuance under the Placing Agreement shall be within the absolute
discretion of Stifel and SPARK 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 EIS/VCT Placing Shares (ISIN: GB00BZ7M6059)
following EIS/VCT Admission and in the General Placing Shares (ISIN:
GB00BZ7M6059) following General Admission will take place within the system
administered by Euroclear UK & International Limited ("CREST"), subject
to certain exceptions. Stifel reserves the right to require settlement for,
and delivery of, the Placing Shares (or any part thereof) to Placees by such
other means that they may deem necessary if delivery or settlement is not
possible or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a trade confirmation stating the number of
Placing Shares allocated to them at the Issue Price, the aggregate amount owed
by such Placee to Stifel and settlement instructions. Each Placee agrees that
it will do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place with
Stifel.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by Stifel as agent for the Company and Stifel will
enter its delivery instruction into the CREST system. The input to CREST by a
Placee of a matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the EIS/VCT Placing Shares will
take place on 27 October 2022 on a delivery versus payment basis.
It is expected that settlement in respect of the General Placing Shares will
take place on 28 October 2022 on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by Stifel.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Stifel may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for Stifel's
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain liable
for any shortfall below the aggregate amount owed by it and will be required
to bear any stamp duty or stamp duty reserve tax or other taxes or duties
(together with any interest or penalties) imposed in any jurisdiction which
may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. If there are any circumstances in which any stamp duty or
stamp duty reserve tax or other similar taxes or duties (including any
interest and penalties relating thereto) is payable in respect of the
allocation, allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax
is payable in connection with any subsequent transfer of or agreement to
transfer Placing Shares), neither Stifel or the Company shall be responsible
for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Stifel (in its capacity as
bookrunner and placing agent of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application for Placing
Shares, the following:
1. it has read and understood this announcement in its entirety and its
subscription for Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and it has not relied on,
and will not rely on, any information given or any representations, warranties
or statements made at any time by any person in connection with the Placing,
the Company, the Placing Shares or otherwise other than the information
contained in the Placing Documents and the Publicly Available Information;
2. the Ordinary Shares are admitted to trading on AIM, and that the Company
is therefore required to publish certain business and financial information in
accordance with the AIM Rules for Companies (the "AIM Rules") and the Market
Abuse Regulation (EU Regulation No. 596/2014) (as it forms part of United
Kingdom domestic law by virtue of the EUWA ("MAR")), which includes a
description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is able to obtain
or access such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
3. to be bound by the terms of the Articles;
4. the person whom it specifies for registration as holder of the Placing
Shares will be (a) itself or (b) its nominee, as the case may be. Neither
Stifel nor the Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes or duties imposed in any
jurisdiction (including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee agrees to
indemnify Stifel and the Company on an after-tax basis in respect of any
Indemnified Taxes;
5. neither Stifel nor any of its affiliates, agents, directors, officers
and employees accepts any responsibility for any acts or omissions of the
Company or any of the directors of the Company or any other person in
connection with the Placing;
6. time is of the essence as regards its obligations under this Appendix;
7. any document that is to be sent to it in connection with the Placing
will be sent at its risk and may be sent to it at any address provided by it
to Stifel;
8. it will not redistribute, forward, transfer, duplicate or otherwise
transmit this announcement or any part of it, or any other presentational or
other material concerning the Placing (including electronic copies thereof) to
any person and represents that it has not redistributed, forwarded,
transferred, duplicated, or otherwise transmitted any such documents to any
person;
9. it has not received (and will not receive) a prospectus or other
offering document in connection with the Placing and acknowledges that no
prospectus or other offering document (a) is required under the UK Prospectus
Regulation or other applicable law; and (b) has been or will be prepared in
connection with the Placing;
10. in connection with the Placing, Stifel and any of its affiliates acting
as an investor for its own account may subscribe for Placing Shares in the
Company and in that capacity may retain, purchase or sell for its own account
such Placing Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
announcement to the Placing Shares being issued, offered or placed should be
read as including any issue, offering or placement of such shares in the
Company to Stifel or any of its affiliates acting in such capacity;
11. Stifel and its affiliates may enter into financing arrangements and
swaps with investors in connection with which Stifel and any of its affiliates
may from time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares;
12. Stifel does not intend to disclose the extent of any investment or
transactions referred to in paragraphs 10 and 11 above otherwise than in
accordance with any legal or regulatory obligation to do so;
13. Stifel does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
14. its participation in the Placing is on the basis that it is not and will
not be a client of Stifel in connection with its participation in the Placing
and that Stifel has no duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
15. the content of the Placing Documents and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company (and such other persons specifically identified as accepting
responsibility to certain parts thereto) and neither Stifel nor any of its
affiliates agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly Available
Information or otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty
or statement contained in the Placing Documents, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
16. the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to subscribe for Placing Shares is
contained in the Placing Documents or any Publicly Available Information (save
that in the case of Publicly Available Information, a Placee's right to rely
on that information is limited to the right that such Placee would have as a
matter of law in the absence of this paragraph 16), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other information given, or
representations, warranties or statements, express or implied, made, by Stifel
nor the Company nor any of their respective affiliates, agents, directors,
officers or employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with respect to
the Company, the Placing or the Placing Shares or the accuracy, completeness
or adequacy of any information contained in the Placing Documents, or the
Publicly Available Information or otherwise;
18. neither Stifel or the Company nor any of their respective affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them has provided, nor will provide, it with any material or information
regarding the Placing Shares or the Company or any other person other than the
information in the Placing Documents or the Publicly Available Information;
nor has it requested any of Stifel or the Company or any of their respective
affiliates or any person acting on behalf of any of them to provide it with
any such material or information;
19. neither Stifel or the Company will be liable for any Placee's decision
to participate in the Placing based on any other information, representation,
warranty or statement, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation that Stifel,
any of its affiliates or any person acting on its behalf, may have conducted
with respect to the Placing Shares, the terms of the Placing or the Company,
and none of such persons has made any representation, express or implied, with
respect to the Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing Documents, the
Publicly Available Information or any other information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of subscribing for
the Placing Shares;
(b) will not look to Stifel for all or part of any such loss it may
suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is able to bear,
the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the
Placing Shares;
(e) has no need for liquidity with respect to its investment in the
Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic considerations
relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination, investigation
and assessment of the Company and Group, the Placing Shares and the terms of
the Placing and has satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own account or for an
account with respect to which it exercises sole investment discretion and has
the authority to make and does make the acknowledgements, representations and
agreements contained in this Appendix;
23. it is acting as principal only in respect of the Placing or, if it is
acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of each such
person; and
(b) will remain liable to the Company and/or Stifel for the
performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
24. it and any person acting on its behalf is entitled to subscribe for the
Placing Shares under the laws and regulations of all relevant jurisdictions
that apply to it and that it has fully observed such laws and regulations, has
capacity and authority and is entitled to enter into and perform its
obligations as a subscriber of Placing Shares and will honour such
obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Appendix) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in Stifel or the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection with the
Placing;
25. where it is subscribing for Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to subscribe for
the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officer of Stifel as its
agent for the purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares for which it agrees to subscribe
for upon the terms of this Appendix;
27. the Placing Shares have not been and will not be registered or otherwise
qualified and that a prospectus will not be cleared in respect of any of the
Placing Shares under the securities laws or legislation of the Restricted
Jurisdictions, or any state, province, territory or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered, directly or
indirectly, in or into the Restricted Jurisdictions or any jurisdiction
(subject to certain exceptions) in which it would be unlawful to do so and no
action has been or will be taken by any of the Company or 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 Restricted Jurisdictions or
any country or jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the Company or 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;
30. unless otherwise specifically agreed with Stifel, it is not and at the
time the Placing Shares are subscribed for, neither it nor the beneficial
owner of the Placing Shares will be, a resident of, nor have an address in,
Australia, New Zealand, Japan, the Republic of South Africa or any province or
territory of Canada;
31. it may be asked to disclose in writing or orally to Stifel:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction
in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the Placing Shares is, and
at the time the Placing Shares are subscribed for will be outside the United
States and is acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the US Securities Act;
33. it has not been offered to purchase or subscribe for Placing Shares by
means of any "directed selling efforts" as defined in Regulation S under the
US Securities Act or by means of any "general solicitation" or "general
advertising" within the meaning of Regulation D under the US Securities Act;
34. it understands that the Placing Shares have not been, and will not be,
registered under the US Securities Act and may not be offered, sold or resold,
pledged or delivered in or into or from the United States except pursuant to
(i) an effective registration statement under the US Securities Act; or (ii)
pursuant to an exemption from the registration requirements of the US
Securities Act and, in each case, in accordance with applicable United States
state securities laws and regulations;
35. it (and any account for which it is purchasing) is not acquiring the
Placing Shares with a view to any offer, sale or distribution thereof within
the meaning of the US Securities Act;
36. it will not distribute, forward, transfer or otherwise transmit this
announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into or from the United States (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
37. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and it
has made such investigation and has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally;
38. it understands that the Company has not undertaken to determine whether
it will be treated as a passive foreign investment company ("PFIC") for US
federal income tax purposes for the current year, or whether it is likely to
be so treated for future years and neither the Company nor Stifel make any
representation or warranty with respect to the same. Accordingly, neither the
Company nor Stifel can provide any advice to United States investors as to
whether the Company is or is not a PFIC for the current tax year, or whether
it will be in future tax years. Accordingly, neither the Company nor Stifel
undertakes to provide to United States investors or shareholders any
information necessary or desirable to facilitate their filing of annual
information returns, and United States investors and shareholders should not
assume that this information will be made available to them;
39. if it is within the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and if it is within a
Relevant State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation;
40. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the EEA except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the
Prospectus Regulation;
41. if it is a financial intermediary, as that term is used in Article 5(1)
of the Prospectus Regulation, the Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors, or in circumstances in which the
express prior written consent of Stifel has been given to each proposed offer
or resale;
42. if in the United Kingdom, that it is a person (i) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order, or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully
be communicated;
43. if in the United Kingdom, unless otherwise agreed by Stifel, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it
is purchasing Placing Shares for investment only and not with a view to resale
or distribution;
44. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of section 85(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA");
45. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and will not have
been approved by Stifel in its capacity as an authorised person under section
21 of the FSMA and it may not therefore be subject to the controls which would
apply if it was made or approved as a financial promotion by an authorised
person;
46. it has complied and will comply with all applicable laws with respect to
anything done by it or on its behalf in relation to the Placing Shares
(including all applicable provisions in FSMA and MAR) in respect of anything
done in, from or otherwise involving, the United Kingdom);
47. if it is a pension fund or investment company, its subscription
for/purchase of Placing Shares is in full compliance with applicable laws and
regulations;
48. it has complied with its obligations under the Criminal Justice Act 1993
and Articles 8, 10 and 12 of MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having jurisdiction in
respect thereof (the "Regulations") and the Money Laundering Sourcebook of the
FCA and, if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the identity of the
third party as required by the Regulations;
49. in order to ensure compliance with the Regulations, Stifel (for itself
and as agent on behalf of the Company) or the Company's registrars may, in
their absolute discretion, require verification of its identity. Pending the
provision to Stifel or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at Stifel's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at Stifel's or
the Company's registrars', as the case may be, absolute discretion. If within
a reasonable time after a request for verification of identify Stifel (for
itself and as agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either Stifel and/or the Company
may, at its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the drawee's bank
from which they were originally debited;
50. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services) and that the Placing Shares are
not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance service;
51. it (and any person acting on its behalf) has the funds available to pay
for the Placing Shares for which it has agreed to subscribe and acknowledges
and agrees that it will make payment in respect of the Placing Shares
allocated to it in accordance with this Appendix on the due time and date set
out herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as Stifel may in its sole discretion determine and without
liability to such Placee, who will remain liable for any amount by which the
net proceeds of such sale falls short of the product of the relevant Issue
Price and the number of Placing Shares allocated to it and will be required to
bear any stamp duty, stamp duty reserve tax or other taxes or duties (together
with any interest, fines or penalties) imposed in any jurisdiction which may
arise upon the sale of such Placee's Placing Shares;
52. any money held in an account with Stifel on behalf of the Placee and/or
any person acting on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the meaning of the
relevant rules and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules: as a consequence this money will not be segregated
from Stifel's money in accordance with the client money rules and will be held
by it under a banking relationship and not as trustee;
53. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that Stifel or the Company may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
54. neither Stifel nor any of its affiliates, nor any person acting on
behalf of them, is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and Stifel is not acting for it or its clients, and that Stifel will
not be responsible for providing the protections afforded to customers of
Stifel or for providing advice in respect of the transactions described in
this announcement;
55. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this announcement and in the trade confirmation, contract
note or other (oral or written) confirmation will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Stifel's conduct of
the Placing;
56. if it has received any 'inside information' (for the purposes of MAR and
section 56 of the Criminal Justice Act 1993) in relation to the Company and
its securities in advance of the Placing, it confirms that it has received
such information within the market soundings regime provided for in article 11
of MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto or cancel
or amend an order concerning the Company's securities or any such financial
instruments;
(b) used that inside information to encourage, require, recommend
or induce another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
57. the rights and remedies of the Company and Stifel under the terms and
conditions in this Appendix are in addition to any rights and remedies which
would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others; and
58. these terms and conditions of the Placing and any agreements entered
into by it pursuant to the terms and conditions of the Placing, and all
non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or termination of
such contract or relating to any non-contractual or other obligation arising
out of or in connection with such contract), except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by either
the Company or Stifel in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
Stifel and are irrevocable. Stifel, the and the Company and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, confirmations, acknowledgements, agreements and
undertakings.
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and Stifel to produce this announcement,
pursuant to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, Stifel and their respective affiliates, agents, directors, officers
and employees harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by Stifel, the Company or any of
their respective affiliates, agents, directors, officers or employees arising
from the performance of the Placees' obligations as set out in this
announcement, and further agrees that the provisions of this Appendix shall
survive after completion of the Placing.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. 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.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM, a market operated by London Stock Exchange plc.
Stifel Nicolaus Europe Limited is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting as sole
bookrunner exclusively for the Company and no one else in connection with the
Placing and will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Placing or any other matters referred to
in this announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question.
There should be no liability to stamp duty or SDRT arising on the allotment of
the Placing Shares by the Company. The registration of and the issue of
definitive share certificates for the Placing Shares should not give rise to
any liability to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the transfers/sale
of Ordinary Shares on AIM (including instruments transferring Shares and
agreements to transfer Ordinary Shares).
Such agreement also assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the Placing
Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties
may be payable, for which neither the Company nor Stifel will be responsible
and the Placees shall indemnify the Company and Stifel on an after-tax basis
for any stamp duty or stamp duty reserve tax or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction paid by the
Company or Stifel in respect of any such arrangements or dealings. If this is
the case, each Placee should seek its own advice and notify Stifel
accordingly. Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
The Company and Stifel are not liable to bear any taxes that arise on a sale
of Placing Shares subsequent to their acquisition by Placees, including any
taxes arising otherwise than under the laws of any country in the EEA. Each
prospective Placee should, therefore, take its own advice as to whether any
such tax liability arises and notify Stifel and the Company accordingly.
Furthermore, each prospective Placee agrees to indemnify on an after-tax basis
and hold Stifel and/or the Company and their respective affiliates harmless
from any and all interest, fines or penalties in relation to stamp duty, stamp
duty reserve tax and all other similar duties or taxes in any jurisdiction to
the extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
APPENDIX II - DEFINITIONS
"Act" the Companies Act 2006 (as amended);
"Admission" EIS/VCT Admission and General Admission;
"AIM" the market of that name operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies, as published and amended from time to time by the
London Stock Exchange;
"AIM Rules for Nominated Advisers" the AIM Rules for Nominated Advisers published by the London Stock Exchange as
amended from time to time;
"Articles" the articles of association of the Company;
"Board" or "Directors" the directors of the Company as at the date of this announcement;
"Business Day" any day (excluding Saturdays and Sundays) on which banks are open in London
for normal banking business and the London Stock Exchange is open for trading;
"certificated" or "in certificated form" where an Ordinary Share is not in uncertificated form (i.e. not in CREST);
"Circular" the circular to be posted to Shareholders on or about 7 October 2022;
"Company" or "Bidstack" Bidstack Group plc, a company registered in England and Wales with registered
number 04466195 and having its registered office at Plexal Here East, 14 East
Bay Lane, London, United Kingdom, E15 2GW;
"CREST" the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear in accordance with the CREST
Regulations;
"CREST Manual" the CREST Manual referred to in agreements entered into by Euroclear and
available at www.euroclear.com;
"CREST member" a person who has been admitted to CREST as a system-member (as defined in the
CREST Regulations);
"CREST member account ID" the identification code or number attached to a member account in CREST;
"CREST participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations);
"CREST participant ID" shall have the meaning given in the CREST Manual;
"CREST payment" shall have the meaning given in the CREST Manual;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any
enactment or subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in force;
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST as a CREST sponsored member;
"Enlarged Share Capital" the entire issued share capital of the Company on Admission following
completion of the Fundraise;
"Enterprise Investment Scheme" or "EIS" the Enterprise Investment Scheme whose rules are contained in Part 5 of the
Income Tax Act 2007 (income tax) and sections 150A to 150C of, and Schedule 5B
to, the Taxation and Chargeable Gains Act 1992 (capital gains tax);
"EIS/VCT Admission" admission of the EIS/VCT Placing Shares to trading on AIM becoming effective
in accordance with the AIM Rules;
"EIS/VCT Placing" the placing of the EIS/VCT Placing Shares;
"EIS/VCT Placing Shares" the New Ordinary Shares to be issued pursuant to the EIS/VCT Placing that are
intended to qualify for the purpose of EIS or VCT purposes;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the 931,531,573 Ordinary Shares in issue at the date of this announcement;
"FCA" the Financial Conduct Authority of the United Kingdom;
"Form of Proxy" the form of proxy for use by Shareholders in relation to the General Meeting;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Fundraise" the Placing, the Subscription and the REX Retail Offer;
"General Admission" admission of the New Ordinary Shares, other than the EIS/VCT Placing Shares,
to trading on AIM becoming effective in accordance with the AIM Rules;
"General Meeting" or "GM" the General Meeting of the Company to be convened for 11:00 a.m. on 25 October
2022 or any adjournment thereof, notice of which will be set out at the end of
the Circular;
"General Placing Shares" the New Ordinary Shares to be issued pursuant to the Placing that are not
EIS/VCT Placing Shares;
"Group" the Company and its subsidiaries (as defined in the Act);
"Intermediaries" any intermediary financial institution that is appointed by the Company in
connection with the REX Retail Offer after the date of the Placing Agreement
pursuant to an Intermediaries Agreement and "Intermediary" shall mean any one
of them;
"Intermediaries Agreements" the agreements in the agreed form between each of the Intermediaries, the
Company and Peel Hunt relating to the REX Retail Offer containing the terms
and conditions in the agreed form of subscription by the relevant Intermediary
under the REX Retail Offer;
"Irdeto" Irdeto B.V., a company incorporated in the Netherlands with RSIN
(Rechtspersonen en Samenwerkingsverbanden Identificatie Nummer) 0048708760);
"Issue Price" 2.85 pence per New Ordinary Share;
"ITA" UK Income Tax Act 2007;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 18 November 2022;
"New Ordinary Shares" the Placing Shares, the Subscription Shares and the REX Retail Offer Shares;
"Notice of General Meeting" the notice convening the General Meeting set out at the end of the Circular;
"Official List" the Official List of the FCA;
"Ordinary Shares" the ordinary shares of 0.5 pence each in the capital of the Company in issue
from time to time;
"Peel Hunt" Peel Hunt LLP;
"Placing" the conditional placing by Stifel (as agent for the Company) of the Placing
Shares at the Issue Price on the terms of the Placing Agreement;
"Placing Agreement" the conditional placing agreement entered into between the Company, Stifel and
SPARK in respect of the Placing, dated 5 October 2022;
"Placing Document" this announcement and the announcement of the results of the Placing;
"Placing Shares" the EIS/VCT Placing Shares and the General Placing Shares;
"Proposals" the Fundraise and other matters contained in this announcement;
"Prospectus Regulation Rules" the prospectus regulation rules of the FCA made under section 73A of FSMA;
"Publicly Available Information" any information publicly announced through a RIS by or on behalf of the
Company on or prior to the date of this announcement;
"RIS" the meaning given to it in the AIM Rules;
"Resolutions" the resolutions to be proposed at the General Meeting, the full text of which
will be set out in the Notice of General Meeting;
"REX Retail Offer" the proposed offer of REX Retail Offer Shares having an aggregate value, at
the Issue Price, not exceeding €8 million (or the equivalent Sterling) by
the Company to retail investor Shareholders through Intermediaries using the
REX Platform and on the basis of the terms and conditions set out in the REX
Retail Offer Announcement and Intermediaries Agreements;
"REX Retail Offer Announcement" the announcement to be released immediately after this announcement giving
details, inter alia, of the REX Retail Offer;
"REX Retail Offer Shares" the New Ordinary Shares to be issued for cash at the Issue Price pursuant to
the REX Retail Offer;
"Securities Act" US Securities Act of 1933 (as amended);
"Shareholders" the holders of Existing Ordinary Shares, and the term "Shareholder" shall be
construed accordingly;
"SONIA" the Sterling Overnight Index Average benchmark rate set by the Bank of
England;
"SPARK" SPARK Advisory Partners, a private limited company incorporated in England and
Wales under registered number 03191370 and having its registered office at 5
St. John's Lane, London, EC1M 4BH, the Company's nominated adviser in
accordance with the AIM Rules;
"Stifel" Stifel Nicolaus Europe Limited, a private limited company incorporated in
England & Wales under registered number 03719559 and having its registered
office at 4th Floor, 150 Cheapside, London, United Kingdom EC2V 6ET, the
Company's bookrunner and broker for the purposes of the Placing and Admission;
"stock account" an account within a member account in CREST to which a holding of a particular
share or other security in CREST is credited;
"Subscription" the conditional subscription by Irdeto of the Subscription Shares at the
Issue Price on the terms and subject to the conditions set out in the
Subscription Agreement;
"Subscription Agreement" the subscription agreement to be dated on or around the date of this
announcement between the Company and Irdeto in connection with the
Subscription;
"Subscription Shares" the 175,438,596 New Ordinary Shares proposed to be issued pursuant to the
Subscription;
"uncertificated" or recorded on the relevant register or other record of the share or other
"uncertificated form" security concerned as being held in uncertificated form in CREST, and title to
which, by virtue of the CREST Regulations, may be transferred by means of
CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"VCT" or "Venture Capital Trust" a company which is, or which is seeking to become, approved as a venture
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