REG - Boohoo Group Plc - Proposed Fundraise to raise approximately £35m
18/02/2026 16:45
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RNS Number : 5586T Boohoo Group Plc 18 February 2026
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED
THEREIN) IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO 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 IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE
DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR") AND THE FINANCIAL SERVICES (JERSEY)
LAW 1998.
FOR IMMEDIATE RELEASE
18 February 2026
boohoo group plc
("Debenhams Group", the "Group" or the "Company")
Proposed Fundraise to raise approximately £35 million
Further to the "Response to Speculation and Planned Fundraise" announcement
released at 7:00 a.m. on 17 February 2026, Debenhams Group (AIM: DEBS), is
pleased to announce that it has concluded discussions with its lending
syndicate, and in light of substantial indicative demand from investors, is
launching the Proposed Fundraise of approximately £35 million. This comprises
a proposed placing (the "Placing") and a direct subscription (the
"Subscription") (together, the "Fundraise") of new ordinary shares of £0.01
each ("Ordinary Shares") (the "New Ordinary Shares").
194,444,444 New Ordinary Shares will be issued pursuant to the Fundraise at a
price of 18 pence per share (the "Issue Price"). The Issue Price represents a
discount of approximately 5 per cent. to the closing price of 19 pence per
Ordinary Share on 17 February 2026 (being the latest practicable date prior to
the release of this Announcement).
The Placing is being conducted through an accelerated bookbuild process
outside the United States (the "ABB"), which will be launched immediately
following the release of this Announcement, in accordance with the terms and
conditions set out in the Appendix of this Announcement (the "Terms and
Conditions"). Zeus Capital Limited ("Zeus") and Panmure Liberum Limited
("Panmure Liberum") are acting as Bookrunners in relation to the Placing and
Zeus is acting as Nominated Adviser to Debenhams Group.
Applications will be made to London Stock Exchange plc for the admission of
the New Ordinary Shares to be admitted to trading on AIM ("Admission").
Admission of the New Ordinary Shares is expected to commence at 8.00 a.m. on
23 February 2026.
SUMMARY OF THE PROPOSED FUNDRAISE
· Proposed Fundraise, comprising of (i) a Placing of New Ordinary
Shares (the "Placing Shares"), and (ii) a Subscription for New Ordinary Shares
(the "Subscription Shares") both at the Issue Price.
· Dan Finley, Mahmud Kamani (together with his close relatives and
related trusts), and Iain McDonald, each a director of the Company, all intend
to participate in the Placing.
· The Placing is to be conducted by way of the ABB, which will
commence immediately following this Announcement.
· A Placing Agreement has been entered into today between the
Company, Zeus and Panmure Liberum in connection with the Placing. If the
conditions relating to the issue of the Placing Shares, are not satisfied by
the Long Stop Date or the Placing Agreement is terminated in accordance with
its terms, the Placing Shares will not be issued, and the Company will not
receive the associated proceeds.
· For the avoidance of doubt, the Subscription does not form part
of the Placing. Neither Zeus nor Panmure Liberum are acting for the Company
with respect to the Subscription.
· Net proceeds of the Fundraise are intended to create additional
liquidity which, in turn, will deliver improved covenant amendments. This will
provide greater financial flexibility as the Group works to deliver its
turnaround and associated growth plan.
· The Issue Price per New Ordinary Share will be 18 pence.
· The New Ordinary Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares. The New
Ordinary Shares will represent up to approximately 14 per cent. of the
Company's existing issued share capital.
· Any shareholder or shareholders acting in concert with one
another will be permitted to participate in the Fundraise only to the extent
such participation will not result in such shareholder(s) requiring a Rule 9
waiver for the purposes of the City Code on Takeovers and Mergers.
· The timing for the close of the ABB and the allocation of the
Placing Shares shall be at the absolute discretion of the Bookrunners, in
consultation with the Company. The result of the Placing is expected to be
announced at 7.00 a.m. on 19 February 2026. The Placing is not underwritten.
· It is currently expected that Admission will become effective,
and that dealings in the respective shares will commence on AIM, on or around
8:00 a.m. on 23 February 2026.
· The issue of the Placing Shares is to be effected by way of a
non-pre-emptive cash box placing of new Ordinary Shares for non-cash
consideration. Zeus will subscribe for redeemable preference shares and
ordinary shares in a Jersey special purpose vehicle, which is a wholly owned
subsidiary of the Company ("JerseyCo") in an amount approximately equal to the
net proceeds of the Placing. The Company will allot and issue the Placing
Shares to placees in consideration for Zeus transferring its holdings of
redeemable preference shares and ordinary shares in JerseyCo to the Company.
Accordingly, instead of receiving cash as consideration for the allotment and
issue of the Placing Shares, the Company will, conditional on Admission and
following the conclusion of the Placing, own all of the issued ordinary shares
and redeemable preference shares of JerseyCo, whose only asset will be its
cash reserves, which will represent an amount approximately equal to the net
proceeds of the Placing (net of any agreed commission and expenses).
· The issue of the Subscription Shares is also to be effected by
way of a non-pre-emptive cash box subscription of new Ordinary Shares for
non-cash consideration. Subscribers will subscribe for redeemable preference
shares and ordinary shares in a Jersey special purpose vehicle, which is a
wholly owned subsidiary of the Company ("JerseyCo 2") in an amount
approximately equal to the number of Subscription Shares multiplied by the
Issue Price. The Company will allot and issue the Subscription Shares to
subscribers in consideration for them transferring their holdings of
redeemable preference shares and ordinary shares in JerseyCo 2 to the Company.
Accordingly, instead of receiving cash as consideration for the allotment and
issue of the Subscription Shares, the Company will, conditional on Admission
and following the conclusion of the Subscription, own all of the issued
ordinary shares and redeemable preference shares of JerseyCo 2, whose only
asset will be its cash reserves, which will represent an amount approximately
equal to the number of Subscription Shares multiplied by the Issue Price.
INFORMATION ON THE FUNDRAISE
Structure of the Fundraise
The Fundraise is not conditional upon the approval by the Company's
shareholders. The approval by the Company's shareholders is not required by
virtue of the customary cash box structures being adopted, for each of the
Placing and the Subscription, by virtue of which the Company is not issuing
New Ordinary Shares on a non-pre-emptive basis for cash consideration. The
Company acknowledges that it is seeking to issue New Ordinary Shares
representing approximately 14 per cent. of its existing issued ordinary share
capital on a non-pre-emptive basis and has therefore consulted, where
possible, with the Company's major institutional shareholders ahead of this
Announcement.
Placing
The Placing will be conducted by Zeus and Panmure Liberum on behalf of the
Company. The Placing will be conducted by way of an ABB outside of the United
States which will commence immediately following this Announcement. The
Placing is subject to the detailed Terms and Conditions contained in the
Appendix to this Announcement, which should be read in its entirety.
The timing of the closing of the ABB and allocations are at the absolute
discretion of Zeus and Panmure Liberum having consulted with the Company.
Allocations will be confirmed orally or by email with placees following the
close of the ABB. Details of the results of the Placing will be announced as
soon as practicable after the close of the ABB. The Placing Shares, when
issued, will be fully paid and will rank pari passu in all respects with the
existing Ordinary Shares.
By choosing to participate in the Placing and by making a legally binding
recorded commitment to acquire Placing Shares, investors will be deemed to
have read and understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to the
conditions of the Placing contained herein, and to be providing the
representations, warranties and acknowledgements contained in the Terms and
Conditions.
The Placing (which is not being underwritten) is conditional, amongst other
things, upon:
a) the Placing Agreement becoming unconditional in all respects (save for
Admission) and not having been terminated in accordance with its terms prior
to Admission; and
b) Admission of the Placing Shares becoming effective on or before 8:00
a.m. on 23 February 2026 or such later time and/or date as the Company, Zeus
and Panmure Liberum may agree, being no later than 5:00 p.m. on 6 March 2026
(the "Long Stop Date").
If such conditions are not satisfied or, if capable of waiver, waived by the
date(s) and time(s) referred to above, the Placing will not proceed.
The Placing Agreement
In connection with the Placing, the Company, Zeus and Panmure Liberum have
entered into the Placing Agreement. Pursuant to the terms of the Placing
Agreement, Zeus and Panmure Liberum have conditionally agreed to use their
reasonable endeavours, as agents for the Company, to procure placees for the
Placing Shares at the Issue Price. The Placing is not being underwritten.
The Placing Agreement is conditional on, amongst other things, (i) the
conditions in the Placing Agreement being satisfied or (if capable of waiver)
waived and the Placing Agreement not having been terminated in accordance with
its terms prior to Admission, and (ii) Admission occurring on or before 8:00
a.m. on 23 February 2026 (or such later date as the Company, Zeus and Panmure
Liberum may agree, not being later than 5:00 p.m. on the Long Stop Date).
The Placing Agreement contains certain customary warranties given by the
Company in favour of Zeus and Panmure Liberum in relation to, inter alia,
matters relating to the Company and its business.
In addition, the Company has agreed to indemnify Zeus and Panmure Liberum in
relation to certain liabilities it may incur in respect of the Placing.
Zeus and Panmure Liberum have the right to terminate the Placing Agreement in
certain circumstances prior to Admission, including, in particular, in the
event, in each case in the opinion of Zeus and Panmure Liberum (acting in good
faith), of a breach of the warranties given in the Placing Agreement, the
failure of the Company to comply in any material respect with its obligations
under the Placing Agreement or the occurrence of a material adverse change
affecting the financial position, business or prospects of the Group.
Subscription Agreement
Concurrently with the Placing (and conditional upon the Placing Agreement
remaining in full force and effect and not having been terminated), the
Company is proposing to offer and sell, via the cash box structure described
in the Summary of the Proposed Fundraise above, Subscription Shares subscribed
for at the Issue Price pursuant to direct Subscription Agreements. The
Subscription of the Subscription Shares does not form part of the Placing.
Expected Timetable of Principal Events
2026
Announcement of the Fundraise 18 February at 4:35pm
Announcement of the results of the Fundraise 19 February at 7:00 a.m.
Expected Admission and commencement of dealings in the New Ordinary Shares on 23 February at 8:00 a.m.
AIM
CREST accounts expected to be credited with New Ordinary Shares in 23 February
uncertificated form (uncertificated holders only)
Expected dispatch of definitive share certificates in respect of New Ordinary Within 5 business days of Admission
Shares to be issued in certificated form (certificated holders only)
Notes:
1. Each of the times and dates above are indicative
only and are subject to change. If any of the above times and/or dates change,
the revised times and/or dates will be notified by the Company to shareholders
by announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless
otherwise stated.
3. The timetable above assumes that the Placing
Agreement becomes unconditional in all respects with respect to Admission and
is not terminated in accordance with its terms by Zeus or Panmure Liberum.
Enquiries
Debenhams Group
Phil Ellis, Chief Financial Officer Tel: +44 (0)161 233 2050
Zeus - Nominated Adviser, Joint Broker and Joint Bookrunner
Dan Bate / James Edis / Emma Burn Tel: +44 (0)161 831 1512
Benjamin Robertson / Dominic King Tel: +44 (0)20 3829 5000
Panmure Liberum - Joint Broker and Joint Bookrunner Tel: +44 (0)20 3100 2000
Mark Dickenson / James Sinclair-Ford / Gaya Bhatt
Sodali & Co - Financial PR Adviser
Ben Foster / Louisa Henry Tel: +44 (0)20 3984 0114
IMPORTANT NOTICES
The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended) and the Financial Services (Jersey) Law
1998 ("FSJL"). Upon the publication of this Announcement via the Regulatory
Information Service, this inside information is now considered to be in the
public domain.
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in the price of commodities or changes in interest rates and foreign
exchange rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions and the
impact of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's
forward-looking statements. You should not place undue reliance on
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by the FCA, the London Stock Exchange or applicable
law, each of the Company, Zeus and Panmure Liberum expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
This Announcement is not an offer of securities for sale in or into the United
States. The New Ordinary Shares have not been and will not be registered under
the US Securities Act 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, delivered or transferred, directly
or indirectly, in or into the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. There will be no public
offer of the New Ordinary Shares in the United States.
This Announcement does not contain an offer or constitute any part of an offer
to the public. This Announcement is not a "prospectus" within the meaning of
Regulation 21(1) of the Public Offers and Admissions to Trading Regulations
2024 ("POATR") and a copy of it has not been, and will not be, delivered to
any authority which could be a competent authority for the purpose of the
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). This
Announcement is not a "prospectus" within the meaning of the Companies
(Jersey) Law 1991.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with the EU Prospectus Regulation or the POATR) to be
published. All offers of the Placing Shares will be made available pursuant to
an exemption under the POATR or the EU Prospectus Regulation from the
requirement to produce an admission document or prospectus.
The contents of this Announcement have not been examined or approved by the
London Stock Exchange, nor has it been approved by an "authorised person" for
the purposes of Section 21 of the FSMA or an analogous person under the FSJL.
This Announcement is being distributed to persons in the United Kingdom only
in circumstances in which section 21(1) of the FSMA does not apply.
This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom,
persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii) are qualified
investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and
(c) otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "Relevant Persons"). Any
investment in connection with the Fundraise will only be available to, and
will only be engaged with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this Announcement or any of its contents.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Zeus, Panmure Liberum or their respective advisers
(apart from the responsibilities or liabilities that may be imposed by the
FSMA or other regulatory regime established thereunder) or by any of its or
their affiliates or agents as to, or in relation to, the accuracy, adequacy,
fairness or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers or any other statement made or purported to be made by or on
behalf of Zeus, Panmure Liberum and/or any of their respective affiliates
and/or by any of their respective representatives in connection with the
Company, the Placing Shares or the Fundraise and any responsibility and
liability whether arising in tort, contract or otherwise therefore is
expressly disclaimed by each of the Company, Zeus and Panmure Liberum. No
representation or warranty, express or implied, is made by Zeus, Panmure
Liberum and/or any of their respective affiliates and/or any of their
respective representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions contained in this
Announcement or any other written or oral information made available to or
publicly available to any interested party or their respective advisers, and
any liability therefore is expressly disclaimed by each of the Company, Zeus
and Panmure Liberum.
Zeus, which is authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser, broker and bookrunner exclusively for the Company
and for no-one else in connection with the Placing or any other matter
referred to in this Announcement (including the Appendix), and Zeus will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing and will not be responsible to anyone
(including the placees) other than the Company for providing the protections
afforded to its clients or customers or for providing advice to any other
person in relation to the Placing or any other matter referred to herein. The
responsibilities of Zeus, as nominated adviser, are owed solely to London
Stock Exchange plc and are not owed to the Company or to any director or any
other person and accordingly no duty of care is accepted in relation to them.
No representation or warranty, express or implied, is made by Zeus as to, and
no liability whatsoever is accepted by Zeus in respect of, any of the contents
of this Announcement (without limiting the statutory rights of any person to
whom this Announcement is issued).
Panmure Liberum, which is authorised and regulated in the United Kingdom by
the FCA, is acting as joint broker and bookrunner exclusively for the Company
and for no-one else in connection with the Placing or any other matter
referred to in this Announcement (including the Appendix), and Panmure Liberum
will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing and will not be
responsible to anyone (including the placees) other than the Company for
providing the protections afforded to its clients or customers or for
providing advice to any other person in relation to the Placing or any other
matter referred to herein. No representation or warranty, express or implied,
is made by Panmure Liberum or any of its affiliates as to, and no liability
whatsoever is accepted by Panmure Liberum or any of its affiliates in respect
of, any of the contents of this Announcement (without limiting the statutory
rights of any person to whom this Announcement is issued).
The distribution of this Announcement and the offering of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, Zeus or Panmure Liberum or any of their respective
affiliates, or any of its or their respective directors, officers, partners,
employees, advisers and/or agents that would permit an offering of such shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required to inform themselves about, and to observe, such
restrictions.
The Announcement does not constitute a recommendation concerning any
investor's options with respect to the Fundraise. The New Ordinary Shares to
which this Announcement relates may be illiquid and/or subject to restrictions
on their resale. Prospective purchasers of the New Ordinary Shares should
conduct their own due diligence, analysis and evaluation of the business and
date described in this Announcement, including the New Ordinary Shares. The
pricing and value of securities can go down as well as up. Past performance is
not a guide to future performance. The contents of this Announcement are not
to be construed as financial, legal, business or tax advice. If you do not
understand the contents of this Announcement you should consult an authorised
financial adviser, legal adviser, business adviser or tax adviser for
financial, legal, business or tax advice.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any action. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so. Failure to
comply with this directive may result in a violation of the Securities Act or
the applicable laws of other jurisdictions.
Further information in respect of the Company can be found on the Company's
website accessible at https://www.debenhamsgroup.com/ (including copies of its
latest annual report and audited accounts).
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
The directors of the Company have taken all reasonable care to ensure that the
facts stated in this Announcement are true and accurate in all material
respects, and that there are no other facts the omission of which would make
misleading any statement in the Announcement, whether of facts or of opinion.
All the directors accept responsibility accordingly. It should be remembered
that the price of securities and the income from them can go down as well as
up.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II"); and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (together, the
"MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has determined that
such New Ordinary Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible
for distribution through all distribution channels as are permitted by UK
MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (such term to have the same meaning as in the MiFID
II Product Governance Requirements) should note that: the price of the New
Ordinary Shares may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Zeus and Panmure Liberum will only procure investors
(pursuant to the Placing) who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of UK MiFID II; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or take any
other action whatsoever with respect to the New Ordinary Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the New Ordinary Shares and determining appropriate distribution
channels.
Zeus and Panmure Liberum may, in accordance with applicable laws and
regulations, engage in transactions in relation to the New Ordinary Shares
and/or related instruments for its own account and, except as required by
applicable laws or regulations, does not propose to make any public disclosure
in relation to such transactions.
APPENDIX
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE
TERMS AND CONDITIONS SET OUT HEREIN (THE "TERMS AND CONDITIONS") ARE FOR
INFORMATION ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE
MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND
ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR") WHO ARE ALSO (I) PERSONS WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER; OR (2) IF IN A RELEVANT MEMBER STATE, "QUALIFIED INVESTORS",
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS
REGULATION; OR (3) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE
TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH
ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW
ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS DOCUMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES. THE PLACING
SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of the Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Panmure Liberum, Zeus or any of their
respective affiliates and/or Representatives that would permit an offer of the
Placing Shares or possession or distribution of the Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession the Announcement comes are required by the Company, Panmure Liberum
and Zeus to inform themselves about and to observe any such restrictions, for
which such persons shall be solely responsible.
The Announcement or any part of it is for information purposes only and do not
constitute or form part of any offer to issue or sell, or the solicitation of
an offer to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the United
States and the District of Columbia), Australia, Canada, the Republic of South
Africa, New Zealand or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made in any
such jurisdiction.
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 these Terms and Conditions or the 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, the Republic of South Africa, New Zealand or Japan.
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, the Republic of South
Africa, New Zealand or Japan or any other jurisdiction in which such offer,
sale, re-sale or delivery would be unlawful.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process which has determined
that the Placing Shares are: (i) compatible with an end target market of: (A)
retail investors; (B) investors who meet the criteria of professional clients;
and (C) eligible counterparties (each as defined in MiFID II (as defined
below)); and (ii) eligible for distribution through all distribution channels
as are permitted by MiFID II (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the offer. Furthermore, it is noted that, notwithstanding the UK
Target Market Assessment, Panmure Liberum and Zeus will only procure investors
who meet the criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the UK Target Market Assessment does not constitute an
assessment of suitability or appropriateness for the purposes of Chapter 9A or
10A respectively of the FCA Handbook Conduct of Business Sourcebook, or a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process which has determined that the
Placing Shares are: (i) compatible with an end target market of: (A) retail
investors; (B) investors who meet the criteria of professional clients; and
(C) eligible counterparties (each as defined in MiFID II); and (ii) eligible
for distribution through all distribution channels as are permitted by MiFID
II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, Panmure
Liberum and Zeus will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance of doubt,
the EU Target Market Assessment does not constitute an assessment of
suitability or appropriateness for the purposes of MiFID II, or a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of the
Announcement (or any part of it) should seek appropriate advice before taking
any action.
The Announcement should be read in their entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of the Announcement.
Introduction
These Terms and Conditions apply to persons making an offer to acquire Placing
Shares under the Placing. Each Placee which confirms its agreement to Panmure
Liberum or Zeus to subscribe for Placing Shares under the Placing hereby
agrees with Panmure Liberum, Zeus and the Company that it will be bound by
these Terms and Conditions and will be deemed to have accepted them in full.
The Company, Panmure Liberum and Zeus may require any Placee to agree to such
further terms and/or conditions and/or give such additional warranties and/or
representations as they (in their absolute discretion) see fit and/or may
require any such Placee to execute a separate placing letter to enable a
Placee to participate in the Placing.
By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation or (ii) email
correspondence, in either case between representatives of Panmure Liberum or
Zeus and the relevant Placee (a "Recorded Commitment")), each Placee will be
deemed to have read and understood the Announcement in its entirety, to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in these Terms and Conditions, and to be irrevocably
offering to participate and acquire Placing Shares on these Terms and
Conditions. Such offer shall be deemed to be accepted, and a Placee shall
become bound to acquire Placing Shares, when Panmure Liberum or Zeus confirms
to such Placee its allocation of Placing Shares. Upon being notified of its
allocation of Placing Shares, a Placee shall be contractually committed to
acquire the number of Placing Shares allocated to it at the Issue Price.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Each Placee irrevocably represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Company, Panmure Liberum and Zeus
that:
1. it is a Relevant Person and that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. 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 in these Terms and Conditions;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) and agrees to
comply with the resale and transfer restrictions set out in these Terms and
Conditions;
4. it (and any account referred to in paragraph 2 above) is
and, at the time the Placing Shares are acquired, will be outside of the
United States and is acquiring the Placing Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S under the Securities Act;
and
5. the Company, Panmure Liberum and Zeus will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgments and agreements.
No prospectus or other offering document
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 pursuant to the
Companies (Jersey) Law 1991 as amended. No prospectus or other offering
document has been or will be submitted to be approved by (i) the FCA, (ii) the
Jersey Registrar of Companies, or (iii) any competent authority of any
Relevant Member State, in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly announced through
a Regulatory Information Service (as defined in the AIM Rules for Companies
(the "AIM Rules")) by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and subject to any
further terms set forth in writing in any contract note sent to an individual
Placee.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement 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 Panmure Liberum, Zeus or the Company or any other person and
none of Panmure Liberum, Zeus, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall have any
liability for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. 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 or these Terms and Conditions to be legal, tax, business or
other advice. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Panmure Liberum and Zeus have entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set out in the
Placing Agreement, Panmure Liberum and Zeus, as agents for and on behalf of
the Company, have agreed to use reasonable endeavours to procure Placees for
the Placing Shares at the Issue Price. The Placing is not being underwritten
by Panmure Liberum or Zeus.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid in respect of such Ordinary Shares after the date of Admission.
The allotment and issue of the Placing Shares will be effected by way of a
cash box placing of new Ordinary Shares in the Company for non-cash
consideration in accordance with the Placing Agreement and a subscription and
transfer agreement entered into between the Company, Zeus and Project February
Limited ("JerseyCo"), a Jersey incorporated wholly owned subsidiary of the
Company ("Subscription and Transfer Agreement"). Zeus will subscribe for
ordinary shares and redeemable preference shares in JerseyCo for an amount
approximately equal to the net proceeds of the Placing. The Company will allot
and issue the Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer by Zeus of the ordinary shares and redeemable
preference shares in JerseyCo to the Company. Accordingly, instead of
receiving cash as consideration for the issue of the Placing Shares, the
Company will, conditional on Admission and following the conclusion of the
Placing, own all of the issued share capital of JerseyCo, whose only asset
will be its cash reserves, which will represent an amount approximately equal
to the net proceeds of the Placing. By taking up or purchasing Placing Shares
and submitting a valid payment in respect thereof, a Placee instructs Zeus to
hold such payment and: (i) to the extent of a successful application under the
Placing, to apply such payment solely for Zeus to subscribe (as principal) for
redeemable preference shares in JerseyCo; and (ii) to the extent of an
unsuccessful application under the Placing, Zeus to return the relevant
payment without interest to the applicant. Panmure Liberum and Zeus also have
the right to terminate the Placing Agreement in certain circumstances.
Further details of the placing procedure and terms on which the Placing Shares
are being offered are set out below.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that settlement of the Placing Shares and Admission will become
effective on or around 8:00 a.m. on the Admission Date and that dealings in
the Placing Shares on AIM will commence at the same time or such later time
and/or dates as the Company, Panmure Liberum and Zeus may agree (being in any
event no later than 5:00 p.m. on the Long Stop Date).
Principal terms of the Placing
1. Zeus is acting as nominated adviser, joint broker and joint
bookrunner to the Placing, as agent for and on behalf of the Company. Panmure
Liberum is acting as joint broker and joint bookrunner to the Placing, as
agent for and on behalf of the Company.
2. Participation in the Placing is by invitation only and will
only be available to persons who may lawfully be, and are, invited by Panmure
Liberum or Zeus to participate. Panmure Liberum, Zeus and any of their
respective affiliates are entitled to participate in the Placing as principal.
3. The final number of Placing Shares, to be issued or
acquired at the Issue Price will be agreed and determined between Panmure
Liberum, Zeus and the Company and such details will be announced by the
Company through a RIS pursuant to the "Result of Placing" announcement.
4. The price per Placing Share (the "Issue Price") is fixed at
18 pence.
5. Each Placee's allocation will be confirmed to Placees
orally, or in writing (which can include email), by Panmure Liberum or Zeus
and a trade confirmation or contract note will be dispatched as soon as
possible thereafter. Panmure Liberum's or Zeus' oral or written confirmation
will give rise to an immediate, irrevocable, legally binding commitment by
that Placee, in favour of Panmure Liberum, Zeus and the Company, under which
it agrees to acquire by subscription the number of Placing Shares allocated to
it at the Issue Price and otherwise on these Terms and Conditions and in
accordance with the Company's articles of association. Except with the consent
of Panmure Liberum or Zeus, such commitment will not be capable of variation
or revocation.
6. The Issue Price is payable to Panmure Liberum or Zeus (each
as agent for the Company) by all Placees.
7. Each Placee's allocation and whether such Placee
participates in the Placing will be determined by Panmure Liberum and Zeus in
their absolute discretion following consultation with the Company and will be
confirmed to Placees by Panmure Liberum or Zeus.
8. Each Placee's commitment will be confirmed in and evidenced
by a Recorded Commitment. These Terms and Conditions will be deemed
incorporated into the contract which is entered into by way of a Recorded
Commitment, and each Placee's commitment to acquire the number of Placing
Shares allocated to the Placee at the Issue Price will be made on and subject
to the Terms and Conditions and will be legally binding on the relevant
Placee(s) on behalf of whom the commitment is made with effect from the end of
the Recorded Commitment and, except with Panmure Liberum's or Zeus' prior
written consent, will not be capable of variation or revocation after such
time. Without prejudice to the foregoing, a contract note recording each
Placee's commitment will be sent to them following the Recorded Commitment.
These Terms and Conditions shall be deemed incorporated into any such contract
note.
9. Each Placee will confirm the maximum number of Placing
Shares it is willing to acquire in a Recorded Commitment. Once they have made
a Recorded Commitment, each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to Panmure Liberum or Zeus (as
applicable) (each as agent for the Company), to pay to it (or as it may
direct) in cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares such Placee has agreed to acquire.
10. The timing for the close of the Placing shall be at the
absolute discretion of Panmure Liberum and Zeus, in consultation with the
Company.
11. Panmure Liberum and Zeus reserve the right to scale back the
number of Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. Panmure Liberum and Zeus also reserve the right not
to accept offers to subscribe for Placing Shares or to accept such offers in
part rather than in whole. The acceptance and, if applicable, scaling back of
offers shall be at the absolute discretion of Panmure Liberum and Zeus.
Panmure Liberum and Zeus may also, notwithstanding paragraphs 6 and 7 above,
subject to the prior consent of the Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the bookbuilding process has
closed to any person submitting a bid after that time.
12. Except as required by law or regulation, no press release or
other announcement will be made by Panmure Liberum, Zeus or the Company using
the name of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee's prior written consent.
13. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time on the basis explained below under "Registration and settlement".
14. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing".
15. 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.
16. To the fullest extent permissible by law and applicable FCA
rules and regulations, none of:
(a) Panmure Liberum;
(b) Zeus;
(c) any of their respective affiliates, agents, advisers,
directors, officers, consultants or employees; nor
(d) to the extent not contained within (a), (b) or (c), any
person connected with Panmure Liberum or Zeus as defined in the FSMA ((c) and
(d) being together "affiliates" and individually an "affiliate" of Panmure
Liberum or Zeus respectively (as applicable)),
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, none of Panmure Liberum, Zeus or any
of their respective affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of Panmure
Liberum's or Zeus' conduct of the Placing or of such alternative method of
effecting the Placing as Panmure Liberum, Zeus and the Company may agree.
Registration and settlement
By participating in the Placing, each Placee will be deemed to agree that it
will do all things necessary to ensure that delivery and payment is completed
as directed by Panmure Liberum or Zeus (as applicable) in accordance with
either the standing CREST or certificated settlement instructions which they
have in place with Panmure Liberum or Zeus (as applicable).
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Settlement
through CREST is expected to occur on 23 February 2026 (the "Admission
Settlement Date"), in accordance with the contract notes or electronic trade
confirmation or other (oral or written) confirmation. Settlement will be on a
delivery versus payment basis unless otherwise notified by Panmure Liberum or
Zeus.
However, in the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the Placing, the
Company, Panmure Liberum and Zeus may agree that the Placing Shares (or any of
them) should be issued in certificated form. Panmure Liberum and Zeus reserve
the right to require settlement for any of the Placing Shares, and to deliver
any of the Placing Shares to any Placees, by such other means as they deem
necessary if delivery or settlement to any Placee is not practicable within
the CREST system or would not be consistent with regulatory requirements in
the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on or
before the due date in accordance with the arrangements set out above, in
respect of either CREST or certificated deliveries, at the rate of 3%
percentage points above prevailing base rate of Barclays Bank plc as
determined by Panmure Liberum and Zeus.
Each Placee is deemed to agree that if it does not comply with these
obligations, Panmure Liberum or Zeus may sell any or all of the Placing Shares
allocated to that Placee on their behalf and retain from the proceeds, for
Panmure Liberum's or Zeus' own 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 Issue Price and for
any stamp duty or stamp duty reserve tax (together with any interest or
penalties) imposed in any jurisdiction which may arise upon the sale of its
Placing Shares on its behalf. By communicating a bid for Placing Shares, such
Placee confers on Panmure Liberum or Zeus all such authorities and powers
necessary to carry out such sale and agrees to ratify and confirm all actions
which Panmure Liberum or Zeus lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, any relevant contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United Kingdom
stamp duty or stamp duty reserve tax. If there are any circumstances in which
any United Kingdom 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 or
agreement to transfer Placing Shares), the Company shall not be responsible
for payment thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects and not having been terminated in accordance with its terms
prior to Admission.
The obligations of Panmure Liberum and Zeus under the Placing Agreement are,
and the Placing of the Placing Shares is, conditional upon customary
conditions including, inter alia, (the "Placing Conditions") set out below:
(a) the delivery by the Company to Panmure Liberum and Zeus of
certain documents required under the Placing Agreement;
(b) the Company having complied in all material respects, in the
opinion of Panmure Liberum and Zeus (acting in good faith), with its
obligations under the Placing Agreement to the extent that such obligations
fall to be performed prior to Admission and there having occurred no material
default or breach by the Company of its terms at any time immediately prior to
Admission;
(c) in the opinion of Panmure Liberum and Zeus (acting in good
faith), none of the warranties and undertakings contained in the Placing
Agreement ("Warranties") being untrue, inaccurate or misleading at date of the
Placing Agreement or having ceased to be true and accurate or having become
misleading at any time following the date of the Placing Agreement and up to
and including the time of Admission with reference to the facts and
circumstances subsisting at that time, which in any case is material;
(d) each of the put and call option agreement (to be entered
into between the Company, Zeus and JerseyCo) (the "Put and Call Option
Agreement") and the Subscription and Transfer Agreement having been executed
by the Company and JerseyCo and remaining in full force and effect and not
having been terminated, and there having occurred no default or breach by the
Company or JerseyCo of any of the terms thereof at any time immediately prior
to Admission save to the extent that such default or breach, in the opinion of
Zeus (acting in good faith) is not material;
(e) there having been no development or event which will have or
is, in the opinion of Panmure Liberum and Zeus (acting in good faith), likely
to have a material adverse effect on the condition (financial, operational,
legal or otherwise), prospects, management, results of operations, financial
position, business or general affairs of the Group, whether or not arising in
the ordinary course;
(f) the obligations of Panmure Liberum and Zeus not having
been terminated pursuant to the Placing Agreement prior to Admission; and
(g) Admission having taken place by not later than 8:00 a.m. on
the date specified in the Placing Agreement or such later time or date (being
not later than 5:00 p.m. on the Long Stop Date), as the Company, Panmure
Liberum and Zeus may agree in writing.
Once Admission has occurred, no party to the Placing Agreement shall be able
to terminate any part of the Placing Agreement which relates to Admission
and/or the placing, allotment or issue of the Placing Shares.
If any of the Placing Conditions is not fulfilled or, where permitted, waived
in accordance with the Placing Agreement within the stated time periods (or
such later time and/or date as the Company, Panmure Liberum and Zeus may
agree), or the Placing Agreement is terminated in accordance with its terms,
the Placing will not proceed and the Placee's rights and obligations hereunder
in relation to the Placing Shares shall cease and terminate at such time and
each Placee agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
Panmure Liberum and Zeus may, in their absolute discretion and upon such terms
as they think fit, waive compliance by the Company with certain of the
Company's obligations in relation to the Placing Conditions in the Placing
Agreement which are capable of waiver, in whole or in part, or extend the time
provided for fulfilment of one or more Placing Conditions, save that the
Placing Condition relating to Admission referred to in paragraph (h) above may
not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in these Terms and Conditions.
Panmure Liberum and Zeus may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of Panmure Liberum, Zeus, the Company or any of their respective
affiliates or Representatives 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 any of them may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any Placing Condition (or
any part thereof) nor for any decision any of them may make as to the
satisfaction of any Placing Condition or in respect of the Placing generally
(or any part thereof) and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of Panmure Liberum
and Zeus.
Termination of the Placing
Each of Panmure Liberum or Zeus may, in its absolute discretion, by notice to
the Company, terminate the Placing Agreement at any time up to Admission if,
in the opinion of Panmure Liberum or Zeus (acting in good faith) (as
applicable), inter alia:
(a) any statement contained in the Announcement or any other
announcement, presentation or document issued by or on behalf of the Company
in connection with the Placing has become untrue, incorrect or misleading by
reference to the facts subsisting at the time in each case in any respect that
is material in the context of the business of the Company or the Group (taken
as a whole) and/or the Placing; or
(b) any of the Warranties was untrue, inaccurate or misleading
when made and/or that any of the Warranties would not be true or accurate or
would be misleading if they were repeated at any time prior to Admission, in
each case by reference to the facts and circumstances subsisting at that time;
or
(c) any matter or circumstance has arisen which would be likely
to give rise to a claim under the indemnity contained in the Placing
Agreement; or
(d) there has been a development or event which will have or is,
in the opinion of Panmure Liberum or Zeus (acting in good faith), likely to
have a material adverse effect on the condition (financial, operational, legal
or otherwise), prospects, management, results of operations, financial
position, business or general affairs of the Group, whether or not arising in
the ordinary course; or
(e) the Company fails to comply in any material respect with any
of its obligations under the Placing Agreement or under the Terms and
Conditions (to the extent that such obligations fall to be complied with prior
to Admission) which Panmure Liberum or Zeus consider to be material in the
context of the business of the Company or the Group (taken as a whole) and/or
the Placing; or
(f) certain force majeure events occur, or are reasonably
likely to occur; or
(g) the Put and Call Option Agreement or the Subscription and
Transfer Agreement is no longer in full force and effect or has been
terminated or the Company or JerseyCo has not complied or cannot comply with
any of its obligations under the Subscription and Transfer Agreement or the
Put and Call Option Agreement.
Upon termination, Panmure Liberum and/or Zeus (as applicable) shall be
released and discharged (except for any liability arising before or in
relation to such termination) from their obligations under or pursuant to the
Placing Agreement, subject to certain exceptions. If Panmure Liberum and Zeus
exercise their right to terminate the Placing Agreement before Admission, then
the Placing Agreement shall cease and terminate and the Placing will not
proceed.
By participating in the Placing, each Placee agrees with the Company, Panmure
Liberum and Zeus that the exercise by the Company, Panmure Liberum or Zeus of
any right of termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the Company,
Panmure Liberum or Zeus or for agreement between the Company, Panmure Liberum
and Zeus (as the case may be) and that none of the Company, Panmure Liberum or
Zeus need make any reference to, or consult with, such Placee and that none of
the Company, Panmure Liberum, Zeus or any of their respective affiliates or
Representatives shall have any liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in connection
with any such exercise.
By agreeing with Panmure Liberum or Zeus as agent of the Company to subscribe
for Placing Shares under the Placing, a Placee (and any person acting on a
Placee's behalf) will irrevocably acknowledge and confirm and warrant and
undertake to, and agree with, each of the Company, Panmure Liberum and Zeus,
in each case as a fundamental term of such Placee's application for Placing
Shares and of the Company's obligation to allot and/or issue any Placing
Shares to it or at its direction, that its rights and obligations in respect
of the Placing (or any part of it) will terminate only in the circumstances
described above and under the "Conditions of the Placing" section above and
will not be capable of rescission or termination by it in any other
circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes,
confirms and agrees (for itself and for any such prospective Placee) with the
Company, Panmure Liberum and Zeus (in their capacities as placing agents of
the Company in respect of the Placing) that (save where Panmure Liberum or
Zeus expressly agrees in writing to the contrary):
1. it has read and understood the Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and that it has not relied on, and will not rely on, any information
given or any representations, warranties or statements made at any time by any
person in connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this Announcement
and the Publicly Available Information;
2. 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 POATR, the FCA's Prospectus Rules:
Admission to Trading on a Regulated Market sourcebook ("PRM"), the Companies
(Jersey) Law 1991 as amended, or any other applicable law; and
(b) has been or will be prepared in connection with the Placing,
and, in particular, that the Subscription referred to in the Announcement
relating thereto is separate from the Placing and does not form part of any
offer or agreement concerning the Placing and/or any Placing Shares;
3. 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 and the Market Abuse
Regulation (EU Regulation No. 596/2014) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("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;
4. it has made its own assessment of the Placing Shares and
the terms of the Placing and has relied on its own investigation of the
business, financial position and other aspects of the Company in accepting a
participation in the Placing and none of Panmure Liberum, Zeus, the Company,
any of their respective affiliates or Representatives or any person acting on
behalf of any of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person other than the
information in the Announcement (including these Terms and Conditions) or the
Publicly Available Information; nor has it requested Panmure Liberum, Zeus,
the Company, any of their respective affiliates or Representatives or any
person acting on behalf of any of them to provide it with any such
information;
5. none of Panmure Liberum, Zeus, any of their respective
affiliates or Representatives or any person acting on behalf of any of them,
has or shall have any liability for any Publicly Available Information, or any
representation relating to the Company, provided that nothing in this
paragraph excludes the liability of any person for any fraudulent
misrepresentation made by that person;
6.
(a) the only information which it is entitled to rely on and on
which it has relied in committing to acquire the Placing Shares is contained
in this Announcement and the Publicly Available Information, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement and the
Publicly Available Information;
(b) none of Panmure Liberum, Zeus, the Company, or any of their
respective affiliates or Representatives have made any representation or
warranty to it, express or implied, with respect to the Company, the Placing
or the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information, nor will it provide any material or
information regarding the Company, the Placing or the Placing Shares;
(c) it has conducted its own investigation of the Company, the
Placing (including the Terms and Conditions) and the Placing Shares, satisfied
itself that the information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that Panmure Liberum,
Zeus or any person acting on behalf of either of them may have conducted with
respect to the Company, the Placing or the Placing Shares;
7. the content of the Announcement and the other Publicly
Available Information as well as any information made available (in written or
oral form) in presentations or as part of roadshow discussions with investors
relating to the Company in connection with the Placing (together the
"Information") has been prepared by and is exclusively the responsibility of
the Company and that none of Panmure Liberum, Zeus, any persons acting on
behalf of either of them or any of their respective affiliates or
Representatives is responsible for or has or shall have any liability for any
such Information, representation, warranty or statement relating to the
Company contained therein nor will they be liable for any Placee's decision to
participate in the Placing based on any Information or any representation,
warranty or statement contained therein or otherwise. Nothing in these Terms
and Conditions shall exclude any liability of any person for fraudulent
misrepresentation;
8. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be cleared or approved in respect of any of the
Placing Shares under the US Securities Act or any other securities laws of the
United States, or any state or other jurisdiction of the United States,
Australia, Canada, the Republic of South Africa, New Zealand or Japan and,
therefore the Placing Shares may not be offered, re-offered, sold, re-sold,
taken up, renounced or delivered or transferred, directly or indirectly, in or
into the United States, Australia, Canada, the Republic of South Africa, New
Zealand or Japan or in any country or jurisdiction where any such action for
that purpose is required;
9. it may be asked to disclose in writing or orally to Panmure
Liberum or Zeus: (i) if he or she is an individual, his or her nationality; or
(ii) if he or she is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned;
10. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account: (a) to acquire the Placing Shares for each managed account;
(b) to make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by Panmure Liberum or Zeus;
11. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges and agrees that it will pay
the total subscription amount in accordance with the terms of the Announcement
by the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other Placees or sold at such price as Panmure
Liberum or Zeus determines;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will honour such
obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in these Terms and Conditions) under those laws or otherwise
and complied with all necessary formalities to enable it to enter into the
transactions contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment company it
is aware of and acknowledges it is required to comply with all applicable laws
and regulations with respect to its acquisition of Placing Shares;
13. 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 Prospectus
Regulation or Regulation 7(4) of the POATR (as applicable), it understands the
resale and transfer restrictions set out in these Terms and Conditions and
that the Placing Shares subscribed for or acquired by it in the Placing will
not be subscribed or acquired for on a non-discretionary basis on behalf of,
nor will they be subscribed for or acquired with a view to their offer or
resale to, persons in circumstances which may give rise to an offer of
securities to the public other than to Relevant Persons, or in circumstances
in which the express prior written consent of Panmure Liberum or Zeus has not
been given to the proposed offer or resale;
14. if in the United Kingdom, unless otherwise agreed by Panmure
Liberum or Zeus, 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 acquiring Placing Shares for investment only and
not with a view to resale or distribution;
15. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a resident
of, or be located in or have an address in, or be subject to the laws of,
Australia, Canada, the Republic of South Africa, New Zealand or Japan, and it
acknowledges and agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation of
Australia, Canada, the Republic of South Africa, New Zealand or Japan and may
not be offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
16. it (and any account for which it is purchasing) is, and at
the time the Placing Shares are acquired will be, outside the United States
and acquiring the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S under the Securities Act;
17. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be offered, sold
or resold in or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
18. 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 Securities Act;
19. it is not taking up the Placing Shares as a result of any
"directed selling efforts" (as such term is defined in Regulation S under the
Securities Act);
20. it will not distribute, forward, transfer or otherwise
transmit these Terms and Conditions and/or the Announcement or any part of
them, 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;
21. none of Panmure Liberum, Zeus, the Company, their respective
affiliates or Representatives or any person acting on behalf of any of them is
making any recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of Panmure Liberum or Zeus and that neither Panmure Liberum nor Zeus
have any duties or responsibilities to it for providing the protections
afforded to its clients 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;
22. it will make payment to Panmure Liberum or Zeus (as
applicable) for the Placing Shares allocated to it in accordance with these
Terms and Conditions on or by the specified time (being the Admission
Settlement Date), failing which the relevant Placing Shares may be placed with
others on such terms as Panmure Liberum and Zeus may determine in their
absolute discretion without liability to the Placee and it will remain liable
for any shortfall below the net proceeds of such sale and the Placing proceeds
of such Placing Shares and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties due pursuant to the
terms set out or referred to in these Terms and Conditions) which may arise
upon the sale of such Placee's Placing Shares on its behalf;
23. 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 Panmure Liberum or Zeus 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;
24. no action has been or will be taken by any of the Company,
Panmure Liberum, Zeus or any person acting on behalf of the Company, Panmure
Liberum or Zeus 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;
25. the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be;
and that none of Zeus, Panmure Liberum or the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax resulting from a failure
to observe this requirement. Each Placee and any person acting on behalf of
such Placee agrees to acquire Placing Shares pursuant to the Placing and
agrees to indemnify the Company, Panmure Liberum and Zeus in respect of the
same on the basis that the Placing Shares will be allotted to a CREST stock
account of Zeus or transferred to a CREST stock account of Zeus who will hold
them as nominee on behalf of its Placees (including Panmure Liberum) until
settlement in accordance with its standing settlement instructions with its
Placees and Panmure Liberum accordingly;
26. 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 (depository receipts and clearance services) and that it, or the person
specified by it for registration as holder of Placing Shares, is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
27. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its ordinary
shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;
28. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it is acting in
concert (within the meaning given in The City Code on Takeovers and Mergers)
with any other person in relation to the Company, pursuant to Rule 9 of the
City Code on Takeovers and Mergers;
29. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article 19(5) and/or
49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage
and (if applicable) dispose of any Placing Shares that are allocated to it for
the purposes of its business only;
30. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or in any Relevant Member
State except to persons whose ordinary activities involve them acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances not resulting in an
offer to the public in the United Kingdom under the POATR, or an offer to the
public in any Relevant Member State within the meaning of the Prospectus
Regulation;
31. if it is within the United Kingdom, it is a Qualified
Investor as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and
if it is within any Relevant Member State it is a Qualified Investor as
defined in Article 2(e) of the Prospectus Regulation;
32. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to Placing Shares in circumstances in which section 21(1) of
the FSMA does not require approval of the communication by an authorised
person or an analogous person under the Financial Services (Jersey) Law 1998
and it acknowledges and agrees that neither these Terms and Conditions nor the
Announcement has been approved by Panmure Liberum or Zeus in their 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
financial promotion by an authorised person;
33. it has complied and it will comply with all applicable laws
in any jurisdiction with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all relevant provisions of the FSMA
and the MAR in respect of anything done in, from or otherwise involving the
United Kingdom);
34. 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, any person save in circumstances in
which the express prior written consent of Panmure Liberum or Zeus has been
given to the offer or resale;
35. if it has received any inside information (for the purposes
of the MAR and/or section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of the
Company or cancelled or amended a dealing in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order concerning the
Company's securities; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
36. none of Panmure Liberum, Zeus, the Company, any of their
respective affiliates or Representatives or any person acting on behalf of any
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 nor providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements, undertakings, or
indemnities contained in the Placing Agreement nor the exercise or performance
of any of Panmure Liberum's or Zeus' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
37. Each of Panmure Liberum, Zeus and their respective
affiliates, acting as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity, may
retain, purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement and/or these Terms and Conditions
to the Placing Shares being offered, subscribed, acquired or otherwise dealt
with should be read as including any offer to, or subscription, acquisition or
dealing by, any of Panmure Liberum, Zeus and/or any of their respective
affiliates acting as an investor for its or their own account(s). None of
Panmure Liberum, Zeus or the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
38. it:
(a) has complied, and will comply, with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended) and all related
or similar rules, regulations or guidelines, issued, administered or enforced
by any government agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA;
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(all such statutes, rules and regulations referred to in this paragraph 38
together, the "Regulations") and if making payment on behalf of a third party,
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and it has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to Panmure Liberum or Zeus such evidence, if any, as to the identity
or location or legal status of any person which they may request from it in
connection with the Placing (for the purpose of complying with the Regulations
or ascertaining the nationality of any person or the jurisdiction(s) to which
any person is subject or otherwise) in the form and manner requested by
Panmure Liberum or Zeus on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be acquired by it or at its
direction pursuant to the Placing being reduced to such number, or to nil, as
Panmure Liberum or Zeus may decide at their sole discretion;
39. in order to ensure compliance with the Regulations, Panmure
Liberum, Zeus (each 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 Panmure Liberum, Zeus or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at Panmure
Liberum's or Zeus' absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at Panmure
Liberum's, Zeus' or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity Panmure Liberum, Zeus (each for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, any of Panmure Liberum, Zeus 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;
40. any money held in an account with Panmure Liberum or Zeus 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. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from Panmure
Liberum's or Zeus's money (as applicable) in accordance with the client money
rules and will be used by Panmure Liberum or Zeus (as applicable) in the
course of its business; and the Placee will rank only as a general creditor of
Zeus;
41. neither it nor, as the case may be, its clients expect
Panmure Liberum or Zeus to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and "suitability"
imposed by the COBS, and that neither Panmure Liberum nor Zeus is acting for
it or its clients, and that neither Panmure Liberum nor Zeus will be
responsible for providing the protections afforded to clients of Panmure
Liberum or Zeus or for providing advice in respect of the transactions
described in the Announcement;
42. its commitment to acquire Placing Shares on these Terms and
Conditions 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, Panmure Liberum's or Zeus' conduct of the Placing;
43. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
44. it irrevocably appoints any duly authorised officer of
Panmure Liberum or Zeus 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 which it agrees to acquire upon these Terms and Conditions;
45. the Company, Panmure Liberum, Zeus and others (including
each of their respective affiliates and Representatives) will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to Panmure Liberum and Zeus
on its own behalf and on behalf of the Company and are irrevocable;
46. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for one or more
investor accounts:
(a) it is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
(b) will remain liable to the Company, Panmure Liberum and Zeus
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);
47. time is of the essence as regards to its obligations under
these Terms and Conditions;
48. 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 Panmure Liberum or Zeus;
49. the Placing Shares will be issued subject to these Terms and
Conditions; and
50. these Terms and Conditions and all documents into which
these Terms and Conditions are incorporated by reference or of which they
otherwise validly form a part and/or any agreements entered into pursuant to
these Terms and Conditions and all agreements to acquire Placing Shares
pursuant to the Placing and all non-contractual or other obligations arising
out of or in connection with them, will be governed by and construed in
accordance with English law and it submits to the exclusive jurisdiction of
the English courts in relation to any claim, dispute (contractual or
otherwise) or matter arising out of or in connection with 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 interest chargeable thereon) may be taken by the
Company, Panmure Liberum or Zeus 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Panmure Liberum,
Zeus and each of their respective affiliates and Representatives 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 these
Terms and Conditions or incurred by Panmure Liberum, Zeus, the Company or any
of their respective affiliates and Representatives arising from the
performance of the Placee's obligations as set out in these Terms and
Conditions, and further agrees that the provisions of these Terms and
Conditions shall survive after the completion of the Placing.
The rights and remedies of Panmure Liberum, Zeus and the Company under these
Terms and Conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, directly by the
Company. Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and none of the Company, Panmure Liberum or Zeus shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and they should notify Panmure
Liberum and Zeus accordingly. In addition, Placees should note that they will
be liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the United Kingdom by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company, Panmure Liberum and Zeus in
the event that any of the Company, Panmure Liberum and/or Zeus have incurred
any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in these Terms and Conditions are given to each of Panmure Liberum and Zeus
for itself and on behalf of the Company and are irrevocable.
Zeus is authorised and regulated by the FCA and is acting exclusively for the
Company and no one else in connection with the Placing or any other matter
referred to in the Announcement, and Zeus 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 the Announcement.
Panmure Liberum is authorised and regulated by the FCA and is acting
exclusively for the Company and no one else in connection with the Placing or
any other matter referred to in the Announcement, and Panmure Liberum 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 the Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
neither Panmure Liberum nor Zeus owes any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings,
acknowledgements, agreements or indemnities in the Placing Agreement.
The provisions of these Terms and Conditions may be varied, waived or modified
as regards specific Placees or on a general basis by Panmure Liberum and Zeus
provided always that such variation, waiver or modification is not materially
prejudicial to the interests of the Company.
In the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these Terms and Conditions are to each of such Placees and such
joint Placees' liability is joint and several.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Panmure Liberum or Zeus may (at its absolute discretion) satisfy
its obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Panmure Liberum or Zeus, any money held in an account with Panmure Liberum or
Zeus 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 Panmure
Liberum's or Zeus' money (as applicable) in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee.
In these Terms and Conditions any words following the terms "including",
"include", "in particular", "for example" or any similar expression shall be
construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates and certain other information in the Announcement may be
subject to amendment and/or updating. Placees will be notified of any
material changes.
No statement in the Announcement is intended to be a profit forecast or
estimate, and no statement in the Announcement 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 to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Announcement.
DEFINITIONS
The following definitions apply to these Terms and Conditions:
Admission admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
Admission Date 8:00 a.m. on 23 February 2026 or such later time as Panmure Liberum and Zeus
may agree with the Company but in any event no later than 5:00 p.m. on the
Long Stop Date;
Admission Settlement Date the date the settlement of transactions in the Placing Shares following
Admission will take place within the CREST system (subject to certain
exceptions) which is expected to occur on 23 February 2026;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by the London Stock Exchange;
Announcement the announcement regarding the Placing, including the Terms and Conditions;
certificated or in certificated form refers to an Ordinary Share which is not in uncertificated form (that is, not
in CREST);
Company boohoo group plc registered in Jersey under number 114397 whose registered
office is at 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG;
CREST the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear UK &
International Limited;
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No 3755) and or the
Companies (Uncertificated Securities) (Jersey) Order 1999, as amended (as
applicable);
EEA European Economic Area;
FCA the Financial Conduct Authority of the United Kingdom;
FSMA the Financial Services and Markets Act 2000, as amended;
Issue Price 18 pence per Placing Share;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 6 March 2026;
MAR the Market Abuse Regulation (EU/596/2014) as it forms part of the domestic law
of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as
amended from time to time);
MiFID II EU Directive 2014/65/EU on markets in financial instruments, as amended;
Ordinary Shares ordinary shares of £0.01 each in the capital of the Company;
Panmure Liberum Panmure Liberum Limited, registered in England and Wales under number 04915201
whose registered office is at Ropemaker Place, Level 12 25 Ropemaker Street,
London, England, EC2Y 9LY (together with its affiliates);
Placees the persons with whom Placing Shares are placed pursuant to the Placing;
Placing the placing of the Placing Shares by Panmure Liberum and Zeus on behalf of the
Company at the Issue Price, in accordance with the Placing Agreement;
Placing Agreement the placing agreement entered into today relating to the Placing of the
Placing Shares between the Company, Panmure Liberum and Zeus;
Placing Conditions the conditions to the Placing contained in the Placing Agreement;
Placing Shares the new Ordinary Shares which are to be issued by the Company pursuant to the
Placing;
Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017;
Publicly Available Information information contained in the Announcement and any information publicly
announced through a Regulatory Information Service by or on behalf of the
Company on or prior to the date of the Announcement;
Recorded Commitment either (i) a recorded telephone conversation or (ii) email correspondence, in
either case between representatives of Panmure Liberum or Zeus and the
relevant Placee;
Regulation S Regulation S under the Securities Act;
Relevant Member State a member state of the EEA which has implemented the Prospectus Regulation;
Representatives directors, officers, partners, employees, advisers and/or agents;
Restricted Territory the United States, Australia, Canada, The Republic of South Africa, New
Zealand, Japan or any other jurisdiction in which release, publication or
distribution of the Announcement would be unlawful;
Shareholders holders of Ordinary Shares;
Subscription the proposed direct conditional subscription of new Ordinary Shares to be
subscribed for at the Issue Price by certain persons procured by the Company
as set out in the Announcement;
Terms and Conditions the terms and conditions to the Placing contained in the Appendix to the
Announcement;
uncertificated or in uncertificated form recorded on a register of securities maintained by Computershare Investor
Services (Jersey) Limited in accordance with the CREST Regulations as being in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST;
United States or US the United States of America, its territories and possessions, any state of
the United States and the District of Columbia;
US Securities Act the U.S. Securities Act of 1933, as amended;
Warranties the warranties and undertakings contained in the Placing Agreement; and
Zeus Zeus Capital Limited, registered in England and Wales under number 04417845
whose registered office is at 82 King Street, Manchester, M2 4WQ (together
with its affiliates).
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