REG - Cake Box Holdings - Acquisition & £7.2m Fundraise
12/03/2025 07:00
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RNS Number : 2739A Cake Box Holdings PLC 12 March 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
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SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS
INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF CAKE BOX
HOLDINGS PLC OR OTHER EVALUATION OF ANY SECURITIES OF CAKE BOX HOLDINGS PLC OR
ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY
INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION,
AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
For immediate release
12 March 2025
Cake Box Holdings plc
("Cake Box", the "Company" and together with its subsidiaries or the "Group")
Proposed Acquisition of Ambala Foods Limited
Proposed Placing and Retail Offer to raise up to £7.2 million
Cake Box (AIM:CBOX), the UK's largest retailer of fresh cream celebration
cakes, is pleased to announce that it has conditionally agreed to acquire
Ambala Foods Limited for an aggregate consideration of £22 million, which
consists of £16 million for Ambala and £6 million for Ambala's manufacturing
facility located in Welwyn Garden City.
In order to part-finance the Acquisition, the Company proposes a placing of
3,888,889 new Ordinary Shares (the "Placing Shares") at an issue Price of 180
pence per share (the "Issue Price") to raise gross proceeds (before expenses)
of £7.0 million (the "Placing"). The balance of the consideration will be
funded through a new £15.2 million Term Loan Facility and the Company's
existing cash resources. The Company is also undertaking a Retail Offer to
existing retail shareholders in the UK to raise up to £0.2 million (before
expenses) (the "Retail Offer").
Transaction Highlights
· Acquisition of Ambala, a leading manufacturer and retailer of Asian
sweets (Mithai) in the UK since 1965. Mithai has strong cultural, religious
and social importance in the Asian community.
· Ambala currently operates 22 stores, with 19 owned stores and three
franchised stores and has been family-run since inception.
· Ambala is a well-established brand within UK Asian communities and
the Acquisition will substantially broaden the Group's product range and
offering in appropriate stores.
· The Board believes that the Acquisition provides a number of
compelling synergies (sales and cost) and strategic growth opportunities.
· The Acquisition is expected to be immediately earnings enhancing
following the integration of Ambala into the Group.
· Total consideration of £22 million (£16 million and an additional
£6 million for Ambala's manufacturing facility in Welwyn Garden City) on a
debt free/cash free basis to be funded as follows:
o Placing to raise gross proceeds of £7 million;
o the £15 million Term Loan; and
o any balance from the Company's existing cash resources.
· The Company is also undertaking the Retail Offer to enable existing
retail shareholders to participate at the Issue Price to raise up to an
additional £0.2 million, and a separate announcement will be made in relation
of the Retail Offer.
· The Issue Price represents a discount of approximately 5.3 per cent.
to the closing, mid-market price of an Ordinary Share of 190 pence on 11 March
2025 (being the latest practicable business day prior to this Announcement).
Cake Box Current trading
· Cake Box has continued to see improvement in sales year-on-year since
its interim results to 30 September 2024 and enjoyed record sales during the
festive period.
· The Company is on track to open more than 25 stores by the year end.
· The Board is confident that it will meet market expectations for the
year ending 31 March 2025.
Shore Capital Stockbrokers Limited ("SCS") (the "Bookrunner") is acting as
sole Bookrunner in connection with the Placing and Shore Capital and Corporate
Limited ("SCC", and together with SCS, "Shore Capital") is acting as Nominated
and Financial Adviser to Cake Box.
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") at the Issue Price. The Bookbuild will open with immediate effect
following the release of this Announcement in accordance with the terms and
conditions set out at the appendix at the end of this Announcement.
The timing for the close of the Bookbuild and allocation of the Placing Shares
shall be at the absolute discretion of the Bookrunner, in consultation with
the Company. The final number of Placing Shares to be issued pursuant to the
Placing will be agreed by the Bookrunner and the Company at the close of the
Bookbuild. The result of the Placing will be announced as soon as practicable
thereafter. The Placing is not being underwritten. The Placing Shares are not
being made available to the public and are not being offered or sold in any
jurisdiction where it would be unlawful to do so. The Placing Shares are not
part of the Retail Offer, and the Placing is not conditional on the Retail
Offer.
Sukh Chamdal, Chief Executive Officer of Cake Box, commented:
"We are pleased to announce the acquisition of Ambala Foods Ltd, a leading
manufacturer and retailer of Asian confectionery in the UK since 1964. This
strategic acquisition represents a significant opportunity to leverage the
strengths of both brands to expand our market presence and accelerate our
growth.
"Ambala's rich heritage and established customer base complement Cake Box's
values and commitment to quality and innovation. By adding Cake Box's
expertise and resources to Ambala, we aim to create a unique blend of
traditional and contemporary delicacies that appeal to a diverse audience,
ultimately driving growth and profitability.
"We are confident that this acquisition will resonate with Cake Box's existing
customer base and to its commitment to quality products and customer service."
Further information on the Acquisition, the Placing and the Retail Offer,
including the expected timetable of principal events, is set out below.
Unless the context otherwise provides, capitalised terms used in this
announcement (including the appendix (the "Appendix" and together, this
"Announcement")) have the meanings ascribed to them in the section headed
"Definitions" in the Appendix at the end of this Announcement.
The Announcement should be read in full and in particular, you should read and
understand the information provided in the "Important Notices" section of this
Announcement. The Appendix to this Announcement sets out further information
relating to the terms and conditions of the Placing. It is intended that the
Retail Offer Shares will be subscribed for on the basis of the terms and
conditions of the Retail Offer, rather than pursuant to the terms and
conditions of the Placing contained in the Appendix to this Announcement.
Cake Box Holdings plc
+44 (0) 20 4582 3500
Sukh Chamdal, CEO
Michael Botha, CFO
Shore Capital (Nomad, Broker and
Bookrunner)
+44 (0) 20 7408 4090
Stephane Auton
Patrick Castle
Fiona Conroy (Corporate Broking)
Gracechurch
Group
+44 (0) 20 4582 3500
Harry
Chathli
cakebox@gracechurchpr.com
Alexis Gore
Advising on the Acquisition for Ambala - Sabial Hanif from Evelyn Partners
Corporate Finance Limited and Junaid Haroon from Mills & Reeves.
Introduction
The Company announces that it has conditionally agreed to acquire the entire
issued share capital of Ambala and that it is seeking to raise up to £7.2
million (before expenses and assuming that the Retail Offer is fully
subscribed) by way of the Fundraising, comprising the Placing to raise gross
proceeds of £7.0 million and the Retail Offer to raise gross proceeds of up
to £0.2 million.
The Board recognises and is grateful for the continued support received from
its Shareholders and is therefore offering Retail Shareholders in the UK the
opportunity to participate in the Fundraising through the Retail Offer. The
Retail Offer is being conducted via the Bookbuild Platform. The maximum amount
that can be raised through the Retail Offer is £0.2 million (before expenses)
through the issue of up to 111,111 Retail Offer Shares at the Issue Price. A
separate announcement will be made shortly regarding the Retail Offer and its
terms. The Placing is not conditional upon the Retail Offer. For the avoidance
of doubt, the Retail Offer forms no part of the Placing. The net proceeds of
the Retail Offer will provide Cake Box with additional capital for general
purposes.
Cake Box current trading
Cake Box has continued to trade strongly since its interim results, seeing
improvement in sales year on year:
· Christmas and New Years' weeks surpassed £4 million sales in total
· New Years' week surpassed the weekly sales record
· Online sales have continued to be strong, recording weeks averaging
approximately £0.4 million in sales
The Company is on track to open more than 25 new stores by the year end and
the Board is confident that results for the year ended 31 March 2025 will meet
market expectations.
Information on Ambala Foods Limited
Ambala is a prestigious UK-based brand specialising in Asian confectionary
(Mithai) and savoury products and was established in 1965. Mithai has strong
cultural, religious and social importance in the Asian community. Ambala has
been family owned for many years and the Board believes there is a significant
opportunity to expand the business as part of the Cake Box family.
Ambala currently operates 22 stores, of which 19 are owned stores and three
are franchised stores. Ambala has a pipeline of new stores with four planned
for 2025 and six planned for 2026. As at 31 January 2025, Ambala had 182
employees. The vast majority of Ambala's sales are store generated and there
is some seasonality associated with religious holidays and festivals in
March/April and October/November.
Ambala has experienced recent strong revenue growth, growing from £11.2
million in FY21 to £14.0 million in FY23. EBITDA also grew during that period
from £0.7 million to £1.9 million. The Ambala business significantly
underperformed in FY24 following the death of its founder and sole shareholder
in late 2023 and further information on the current trading performance is set
out below. For the year ended 31 December 2023, Ambala generated a profit
before tax of £1.76 million and had net assets of £5.70 million.
Year ended 31 December £'000 LTM FY24(3) Actual FY23
Revenues 14,346 14,049
Reported profit before tax 1,592 1,763
Add back - depreciation 182 164
Underlying reported EBITDA 1,774 1,927
Adjustments(1) (117) -
Rent on freehold property(2) 100 100
Underlying EBITDA(4) 1,757 2,027
(1) Adjustments relating to business rates relief/holiday pay
accruals/items not applicable under new ownership
(2) Does not include any rent as the freehold is being acquired
(3) Last twelve months to 31 October 2024
(4) Underlying EBITDA reflects various accounting adjustments to reflect
standard IFRS accounting practices as well as adjustments for items that will
not reoccur under Cake Box ownership
Background to and reasons for the Acquisition
Since Cake Box's admission to trading on AIM in June 2018 ("IPO"), it has
successfully grown its franchise estate from 91 stores to 232 stores as at 30
September 2024. Growth to date since the IPO has been entirely organic with no
additional capital being raised and EBITDA has grown from £3.7 million for
the year ended 31 March 2018 to £7.7 million for the year ended 31 March
2024. The Board expects to continue to grow the Cake Box business and has
recently raised its franchise store target to 400 locations in the UK. The
Board believes that the Acquisition is highly complementary to the existing
Cake Box business and will help further accelerate and enhance the Company's
current successful organic growth strategy.
Strategic growth opportunity
The Board believes that there is a significant opportunity for Cake Box to
leverage the Ambala brand and Cake Box franchise store network and experience,
in particular:
· Cake Box is acquiring a very well-known brand in the Asian community
to which Cake Box can apply its growth experience;
· opportunity to cross sell products in both Cake Box and Ambala
stores;
· c.100 Cake Box stores have been identified which are located in areas
where Ambala franchise stores can be located and potentially run by existing
Cake Box franchisees;
· potential to significantly expand Ambala's online offering; and
· an opportunity to sell Ambala product through other retail channels.
Potential near- and medium-term cost savings
The Board believes that there is a significant opportunity to improve the
profitability of the Ambala business and the Board has identified efficiency
gains potential of at least £1 million in various areas such as:
· efficiencies at the Ambala production site, with greater automation
and utilisation (significant cost savings have been identified);
· merging head office functions;
· obtaining economies of scale with suppliers, particularly with Ambala
supplier and packaging costs; and
· replacing Ambala's logistics with the Cake Box delivery network -
Ambala currently operate their own delivery vans and supply the north of
England by a third-party courier.
Cake Box has developed a comprehensive integration plan for the Acquisition
which it intends to implement following completion of the Acquisition.
Freehold Property
As part of the Acquisition, Cake Box is purchasing Ambala's freehold
manufacturing property in Welwyn Garden City which is situated approximately
25 miles north of central London. It is a detached industrial freehold
building of 41,975 sq. feet / 39,000 sq. meters, comprising a warehouse with
ancillary office accommodation. There is excess capacity in the property to
accommodate the Company's growth plans for Ambala. The property has been
recently independently valued with a market valuation (excluding the plant
& machinery which Cake Box is also acquiring) of £5.3 million and a
market rent per annum of £525k.
Details of the Acquisition Agreement
On 11 March 2025, the Company entered into the Acquisition Agreement with
the executors of the Will of the founder of Ambala Foods as Sellers to acquire
the entire issued share capital of Ambala Foods Limited. Pursuant to the
Acquisition Agreement, the Sellers have given certain customary warranties to
the Company. Completion of the Acquisition Agreement is conditional on
completion of the Placing. Chaz Limited, a wholly owned subsidiary of the
Company has separately entered into an agreement to acquire the freehold
property from the Sellers, which is conditional on completion of the
Acquisition Agreement.
New Term Loan
On 11 March 2025, the Company entered into the Term Loan Agreement with
Barclays Bank (as lender) pursuant to which Barclays has made available a term
loan facility of £15.2 million in two Tranches being (A) £11.2 million for
the Acquisition of Ambala and (B) £4.0 million for the acquisition of the
Freehold Property. Repayments are by way of equal instalments based on an
amortisation profile of five years for Tranche A and 10 years for Tranche B.
The Term Loan agreement contains leverage and cash flow covenants. The
interest rate is SONIA plus margin of 2.75 per cent.
Details of the Placing
In connection with the Acquisition, Cake Box is undertaking a placing of
3,888,889 new ordinary Shares (the "Placing Shares") at an Issue Price of 180
pence to raise gross proceeds (before expenses) of £7 million (the
"Placing").
The Placing Shares will represent approximately 9.72 per cent. of the existing
issued ordinary share capital of the Company (the "Existing Ordinary Shares")
and the Issue Price represents a discount of approximately 5.3 per cent. to
the closing mid-market price of 190 pence per Existing Ordinary Share on 11
March 2025, being the latest practicable date prior to the publication of this
Announcement.
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") at the Issue Price. The Bookbuild will open with immediate effect
following the release of this Announcement in accordance with the terms and
conditions set out at the appendix at the end of this Announcement.
The Placing is conditional upon the Placing Agreement between the Company and
the Bookrunner not having been terminated in accordance with its terms. The
Placing is being carried out pursuant to the Company's existing shareholder
authorities granted at the Company's 2024 Annual General Meeting.
The Placing is conditional on the Acquisition being unconditional save for the
Placing completing and Admission. The Acquisition will complete shortly after
Admission once the completion funds have been transferred to the Sellers. The
Retail Offer is conditional on the Placing, but the Placing is not conditional
on the Retail Offer.
The timing for the close of the Bookbuild and allocation of the Placing Shares
shall be at the absolute discretion of the Bookrunner, in consultation with
the Company. The final number of Placing Shares to be issued pursuant to the
Placing will be agreed by the Bookrunner and the Company at the close of the
Bookbuild. The result of the Placing will be announced as soon as practicable
thereafter. The Placing is not being underwritten. The Placing Shares are not
being made available to the public and are not being offered or sold in any
jurisdiction where it would be unlawful to do so. The Placing Shares are not
part of the Retail Offer.
Directors' participation in the Placing
Each of the Directors have indicated that they are considering participating
in the Placing, on the basis set out below. Further details of any Director
participation in the Placing will be set out in the announcement regarding the
results of the Placing.
Director Position Amount (£)
Martin Blair Non-Executive Chairman 20,000
Sukh Chamdal Chief Executive Officer 100,000
Jaswir Singh Chief Commercial Officer 50,000
Michael Botha Chief Financial Officer 20,000
Catherine Nunn Non-Executive Director 10,000
Malar Velaigam Non-Executive Director 10,000
Total 210,000
Retail Offer
Cake Box also intends to carry out a separate retail offer of up to 111,111
new Ordinary Shares (the "Retail Offer Shares", and together with the Placing
Shares, the "New Ordinary Shares") at the Issue Price on the Bookbuild
Platform to raise gross proceeds (before fees and expenses) of up to £200,000
(the "Retail Offer", and together with the Placing, the "Fundraising"). The
Retail Offer will provide existing retail Shareholders in the United Kingdom
with an opportunity to participate in the Fundraising at the same price as the
Placing. A separate announcement will be made in due course regarding the
Retail Offer and its terms. For the avoidance of doubt, the Retail Offer is
not part of the Placing and the Placing is not conditional on the Retail
Offer.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the AIM market of the London Stock
Exchange ("Admission").
Admission is expected to take place at 8.00 a.m. on 17 March 2025 and dealings
in the New Ordinary Shares are expected to commence at 8.00 a.m. on 17 March
2025 or, such later time and/or date as the Bookrunner and the Company agree
(being in any event no later than 8.00 a.m. on 31 March 2025).
The New Ordinary Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
The ISIN number of the New Ordinary Shares is GB00BDZWB751. The TIDM is CBOX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing 12 March 2025
Announcement of the Retail Offer 12 March 2025
Announcement of the results of the Placing 12 March 2025
Announcement of the results of the Retail Offer 13 March 2025
Admission and commencement of dealings in the New Ordinary Shares on AIM 8.00 a.m. on 17 March 2025
Completion of the Acquisition
within 5 Business Days of Admission
Notes:
1. All references to times in this Announcement are to London
time.
2. The dates and times set out in the above timetable and in the rest
of this Announcement are indicative only and may be subject to change. If any
such dates and times should change, the revised times and/or dates will be
notified by the Company by announcement via a Regulatory Information Service.
Important Notices
Shore Capital is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for Cake Box and
no one else in connection with the Placing, and Shore Capital will not be
responsible to anyone (including any Placees) other than Cake Box for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.
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 the Bookrunner or by any of their respective Representatives as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
The responsibilities of SCC as Cake Box's nominated adviser under the AIM
Rules for Nominated Advisers is owed solely to the London Stock Exchange and
are not owed to Cake Box or to any Director or to any other person.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Cake Box's plans and its current goals
and expectations relating to its future financial condition, performance,
strategic initiatives, objectives and results. Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of Cake Box,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Cake Box and its affiliates operate,
the effect of volatility in the equity, capital and credit markets on Cake
Box's profitability and ability to access capital and credit, a decline in
Cake Box's credit ratings; the effect of operational risks; and the loss of
key personnel. As a result, the actual future financial condition, performance
and results of Cake Box may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of Cake Box speak only as
of the date they are made. Except as required by applicable law or regulation,
Cake Box expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in Cake Box's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Cake Box for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Cake Box.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Investors who have chosen to participate in the Bookbuild and the Placing, by
making or accepting an oral, electronic or written and legally binding offer
to acquire Placing Shares, will be deemed to have read and understood this
Announcement in its entirety and to be making an offer and acquiring the
Placing Shares on the terms and subject to the conditions contained herein and
to be providing the confirmations, representations, warranties, agreements,
acknowledgements and undertakings contained in the Appendix.
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 from 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 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 or Japan or any other jurisdiction outside the United
Kingdom or the EEA.
Neither the content of Cake Box's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
INFORMATION TO DISTRIBUTORS
UK product governance
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 such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunner will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
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 in
the European Economic Area (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 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 EU
Target Market Assessment, the Bookrunner 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: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS APPENDIX GIVES DETAILS OF THE TERMS AND CONDITIONS OF, AND THE MECHANICS
OF PARTICIPATION IN, THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
("RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO
ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE
QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN
THE MEANING OF ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART
OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION"), AND WHO ARE: (I) PERSONS FALLING WITHIN THE
DEFINITION OF AN "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (C)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE
FOR, ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ACCORDINGLY, THE
PLACING SHARES WILL BE OFFERED AND SOLD ONLY TO QIBS OR OUTSIDE OF THE UNITED
STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT ("REGULATION S")) PURSUANT TO REGULATION S AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of this 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 or will be taken by the Company, the Nominated Adviser, the
Bookrunner or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any such action. Persons into whose possession this
Announcement comes are required by the Company, the Nominated Adviser, and the
Bookrunner to inform themselves about and to observe any such restrictions.
Neither this Announcement nor any part of it constitutes or forms part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in any jurisdiction in which such offer or
solicitation is unlawful and, in particular, is not for distribution in or
into Australia, Canada, Japan, the Republic of South Africa or to any
national, resident or citizen of Australia, Canada, Japan or the Republic of
South Africa or to any corporation, partnership or other entity created or
organised under the laws thereof, or to any persons in any other country
outside the United Kingdom where such distribution may lead to a breach of any
legal or regulatory requirement. No public offering of the Placing Shares is
being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate, from the requirement to produce a
prospectus. In the United Kingdom, this Announcement is being directed solely
at persons in circumstances in which section 21(1) of Financial Services and
Markets Act 2000 (as amended) (the "FSMA") does not apply.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction outside the United Kingdom
or the EEA.
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 the Nominated Adviser, the Bookrunner or any of their respective
affiliates as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability therefore
is expressly disclaimed.
The Nominated Adviser and the Bookrunner are acting exclusively for the
Company and no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than the Company
for providing the protections afforded to their clients nor for providing
advice in relation to the Placing and/or any other matter referred to in this
Announcement.
None of the Company, the Nominated Adviser or the Bookrunner or any of their
respective affiliates makes any representation or warranty, express or implied
to any Placees regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees.
Each Placee should consult with its own advisers as to legal, regulatory, tax,
business and related aspects of a subscription for the Placing Shares. The
price of shares and any income expected from them may go down as well as up
and Placees may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance.
The Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of the Announcement.
By participating in the Placing, Placees, including any individuals, funds or
others on whose behalf a commitment to acquire Placing Shares is given, will
be deemed: (i) to have read and understood this Announcement, including this
Appendix, in its entirety; and (ii) to be participating and making an offer
for Placing Shares on the terms and conditions contained herein and (iii) to
be providing (and shall only be permitted to participate in the Placing on the
basis that they have provided) the confirmations, agreements, representations,
warranties, acknowledgements and undertakings contained in this Appendix.
Details of the Placing Agreement, the Placing Shares and the Bookbuild
SCC is acting as nominated adviser and SCS is acting as Bookrunner in
connection with the Placing and Admission.
Shore Capital has today entered into the Placing Agreement with the Company
under which, amongst other things, the Bookrunner has agreed, as agent for and
on behalf of the Company, to use its respective reasonable endeavours to
procure subscribers for Placing Shares, on the terms and subject to the
conditions set out herein.
The Bookrunner will today commence the Bookbuild to determine demand for
participation in the Placing by Placees immediately following the publication
of this Announcement. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares. The Placing is
not being underwritten. Members of the public are not entitled to participate
in the Placing. The Placing Shares are not part of the Retail Offer.
The Bookrunner shall be entitled to effect the Placing by such alternative
method to the Bookbuild as it may, in its discretion following consultation
with the Company, determine.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid up, rank in full for all
dividends and other distributions declared, made or paid on the Ordinary
Shares and otherwise rank pari passu in all respects with, and be identical
to, the Existing Ordinary Shares. The Placing Shares will be issued free of
any encumbrances, liens or other security interests.
Participation in, and principal terms of, the Bookbuild and Placing
1 The Bookrunner is arranging the Placing as bookrunner and agent of the
Company for the purpose of procuring Placees at the Issue Price for the
Placing Shares.
2 Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner
may (but is not obliged to) agree to be a Placee in respect of all or some of
the Placing Shares or may nominate any member of its group to do so.
3 The Issue Price will be a fixed price of 180 pence per Placing Share
and is payable to the Bookrunner (as agent for the Company) by all Placees
whose bids are successful.
4 The number of Placing Shares to be issued at the Issue Price will be
agreed by the Bookrunner in consultation with the Company following completion
of the Bookbuild and will be recorded in terms of subscription entered into
between the Bookrunner and the Company. The number of Placing Shares to be
issued will be announced by the Company on a Regulatory Information Service as
soon as reasonably practicable following the completion of the Bookbuild.
5 Except as required by law or regulation, no press release or other
announcement will be made by the Bookrunner 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.
6 To bid in the Bookbuild, Placees should communicate their bid by
telephone or email to their usual sales contact at the Bookrunner. Each bid
should state the number of Ordinary Shares which the prospective Placee wishes
to subscribe for at the Issue Price. Bids may be scaled down by the Bookrunner
on the basis referred to in paragraph 10 below.
7 A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and, except with the Bookrunner's consent, will not
be capable of variation or revocation after the time at which it is submitted.
Following the Bookrunner's oral or written confirmation of each Placee's
allocation and commitment to acquire Placing Shares, each Placee will also
have an immediate, separate, irrevocable and binding obligation, owed to the
Bookrunner (as agent for the Company), to pay to them (or as the Bookrunner
may direct) in cleared funds an amount equal to the product of the Issue Price
and the number of Placing Shares that such Placee has agreed to subscribe for
and the Company has agreed to allot and issue to that Placee regardless of the
total number of Placing Shares (if any) subscribed for by any other
investor(s). Each prospective Placee's obligations will be owed to the Company
and the Bookrunner.
8 The Bookbuild is expected to close later today on 12 March 2025, but
may close later subject to the agreement of the Bookrunner and the Company.
The Bookrunner may, in agreement with the Company, accept bids, either in
whole or in part, that are received after the Bookbuild has closed.
9 The Bookrunner is acting exclusively for the Company and no one else
in connection with the matters referred to in this Announcement and will not
be responsible to anyone other than the Company for protections afforded to
their respective customers nor for providing advice in relation to the matters
described in this Announcement or any matter, transaction or arrangement
referred to in it.
10 The Bookrunner may choose to accept bids, either in whole or in part, on
the basis of allocations determined in consultation with the Company and may
scale down any bids for this purpose on such basis as they may determine or be
directed. The Bookrunner may also, notwithstanding paragraphs 7 and 8 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 Bookbuild has closed to any
person submitting a bid after that time.
11 The Company reserves the right (upon agreement with the Bookrunner) to
reduce or seek to increase the amount to be raised pursuant to the Placing at
its discretion.
12 Allocations of the Placing Shares will be determined by the Bookrunner in
its discretion after consultation with the Company in accordance with the FCA
Handbook Conduct of Business Sourcebook ("COBS"). Allocations will be
confirmed (either orally or in writing) by the Bookrunner and a form of
confirmation will be despatched as soon as possible thereafter. The terms and
conditions of this Appendix will be deemed incorporated therein. The
Bookrunner's confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who will at that point become a Placee),
in favour of the Bookrunner and the Company, to acquire the number of Placing
Shares allocated to it and to pay the Issue Price in respect of such shares on
the terms and conditions set out in this Appendix and in accordance with the
Company's articles of association.
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 relevant time, on
the basis explained below under "Registration and settlement".
14 All obligations of the Bookrunner under the Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Right to terminate under the Placing
Agreement".
15 By participating in the Bookbuild and the Placing, each Placee agrees
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described below under "Right to terminate under the
Placing Agreement" 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, neither:
(a) the Bookrunner;
(b) any of their respective affiliates, agents, directors, officers or
employees ("Representatives"); nor
(c) to the extent not contained within (a) or (b), any person
connected with the Bookrunner as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Bookrunner),
shall have any responsibility or 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 the
Bookrunner, the Company, nor any of their respective Representatives shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the conduct of the Bookbuild and/or
the Placing or of such alternative method of effecting the Placing as the
Bookrunner and the Company may determine. Each Placee acknowledges and agrees
that the Company is responsible for the allotment of the Placing Shares to the
Placees and the Bookrunner shall have no liability to the Placees for any
failure by the Company to fulfil those obligations.
17 The Placing Shares will be issued subject to the terms and conditions
of this Appendix and each Placee's commitment to subscribe for Placing Shares
on the terms set out herein will continue notwithstanding any amendment that
may in future be made to the terms and conditions of the Placing and Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's or the Bookrunner's conduct of the Placing.
18 The times and dates in this Announcement may be subject to amendment.
The Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any such changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Bookrunner's
obligations under the Placing Agreement in respect of the Placing Shares are
conditional on customary conditions, inter alia:
· the Company allotting, subject only to Admission, the Placing Shares
in accordance with the Placing Agreement;
· none of the warranties or undertakings on the part of the Company in
the Placing Agreement being or having become untrue, inaccurate or misleading
in any respect at any time before Admission and no fact or circumstance having
arisen which would constitute a breach of any of such warranties or
undertakings;
· there not having been (in the opinion of the Bookrunner) a material
adverse change in relation to the Company and its Group at any time prior to
Admission;
· no matter having arisen in respect of which indemnification may be
sought from the Company by any Indemnified Person (as defined in the Placing
Agreement);
· the Placing Agreement having become unconditional in respect of the
Placing (save for any condition as to Admission having taken place) and not
having been terminated in accordance with its terms before Admission;
· the Acquisition Agreement having not been terminated or amended (in
any material way) prior to Admission and there having been no material breach
of the Acquisition Agreement; and
· Admission taking place no later than 8.00 a.m. 17 March 2025 or such
other time and/or date as may be agreed between the Company and the
Bookrunner, not being later than 8.00 a.m. on 31 March 2025 (the "Long Stop
Date").
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares is not fulfilled or, if permitted, waived by the Bookrunner
in accordance with the Placing Agreement by the respective time or date where
specified (or such later time or date as the Company and the Bookrunner may
agree not being later than the Long Stop Date), or (ii) the Placing Agreement
is terminated in accordance with its terms, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time. In such instance, 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.
The Bookrunner may, in its absolute discretion, waive, or extend the period
(up to the Long Stop Date) for compliance by the Company with the whole or any
part of any of the Company's obligations in relation to the conditions in the
Placing Agreement, save that the condition relating to Admission taking place,
may not be waived. The period for compliance with such conditions may not be
extended beyond the Final Date. Any such extension or waiver will not affect
Placees' commitments as set out in this Appendix.
Neither the Bookrunner nor any of its affiliates nor the Company shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Bookrunner.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Right to terminate under the Placing Agreement" below and will not be
capable of recission or termination by the Placee.
Right to terminate under the Placing Agreement
The Bookrunner may, in its absolute discretion, at any time before Admission,
terminate the Placing Agreement in accordance with its terms in certain
circumstances by giving notice to the Company if, inter alia:
· the Company is in material breach of the provisions of the
Placing Agreement and/or has failed to comply in any material respect with any
of its obligations under the Placing Agreement;
· it comes to the notice of the Bookrunner that any statement
contained in any of the Placing Documents (as defined in the Placing
Agreement) was or has become untrue or incorrect in any material respect or
misleading at the date such statement was made; or
· any of the warranties contained in the Placing Agreement given
by the Company to the Bookrunner was not or has ceased to be true and accurate
in any respect which the Bookrunner considers to be material in the context of
the Placing; or
· a Material Adverse Change (as defined in the Placing Agreement) has
occurred after the entry of the parties into the Placing Agreement (whether or
not foreseeable at the date of the Placing Agreement) which the Bookrunner
considers to be material in the context of the Placing by reference to the
facts subsisting at the time; or
· the Retail Offer is terminated and such termination, in the
opinion of the Bookrunner is material in the context of the Placing and
Admission; or
· There has been a (i) material breach or (ii) termination of
the Acquisition Agreement.
Further, the Bookrunner may, after having to the extent practicable in the
circumstances consulted with the Company, at any time before Admission,
terminate the Placing Agreement in accordance with its terms in certain
circumstances by giving notice to the Company if, inter alia, there happens,
develops or comes into effect:
· a general moratorium on commercial banking activities in
London declared by the relevant authorities or a material disruption in
commercial banking or securities settlement or clearance services in the
United Kingdom; or
· in the opinion of the Bookrunner , there has been any
material adverse change in the financial markets in the United States, the
United Kingdom or the international financial markets, any outbreak or
material escalation of hostilities, war, act of terrorism, declaration of
emergency or martial law or other calamity or crisis or event or any change or
development involving a prospective change in national or international
political, financial, economic, monetary or market conditions or currency
exchange rates or controls, in each case, in any jurisdiction a suspension or
material limitation by the London Stock Exchange on any exchange or
over-the-counter market, or if trading generally on the London Stock Exchange,
New York Stock Exchange or a major financial market has been suspended or
materially limited; or
· any other occurrence of any kind which (by itself or together
with any other such occurrence) in the Bookrunner's opinion (acting in good
faith) is likely to materially and adversely affect the market's position or
prospects of the Group taken as a whole; or
· any other crisis of international or national effect or any
change in any currency exchange rates or controls or in any financial,
political, economic or market conditions or in market sentiment which, in any
such case, in the Bookrunner's opinion (acting in good faith), is materially
adverse to the Placing.
The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and in the Placing
Agreement and will not be subject to termination by any Placee or any
prospective Placee at any time or in any circumstances and the Placees'
participation will not be capable of rescission or termination by it after
oral confirmation by the Bookrunner of the allocation and commitments
following the close of the Bookbuild. By participating in the Placing, Placees
agree that the exercise by the Bookrunner of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Bookrunner, that they need not make any reference to Placees and that
none of the Company, the Bookrunner nor any of their respective
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 or decision not to exercise.
Upon termination, the Bookrunner shall be released and discharged (except for
any liability arising before or in relation to such termination) from its
obligations under or pursuant to the Placing Agreement, subject to certain
exceptions. If the Bookrunner exercises its right to terminate the Placing
Agreement before Admission, then the Placing Agreement shall cease and
terminate and the Placing will not proceed.
Placees agree that they will have no rights against the Bookrunner, the
Company or any of their respective directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
By participating in the Placing, each Placee agrees that its rights and
obligations 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 after the issue by the Bookrunner of a
contract note, electronic trade confirmation or other (oral or written)
confirmation confirming each Placee's allocation and commitment in the
Placing.
Restriction on further issue of shares and certain other matters
The Company has undertaken to the Nominated Adviser and the Bookrunner that it
will not, and will procure that neither it nor any member of the Group will,
between the date of the Placing Agreement and six months after Admission
issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell
or issue, grant any option, right or warrant to purchase, lend or otherwise
transfer or dispose of or announce any offering or issuance of any Ordinary
Shares or any interest in Ordinary Shares or any securities convertible into
or exchangeable for or substantially similar to Ordinary Shares or any
interest in Ordinary Shares. This undertaking will not prevent the Company
from granting any options over shares to employees or proposed employees in
accordance with any employee share option or share incentive scheme
established by the Company or issuing shares upon the exercise of share
options or issuing shares to satisfy the share alternative consideration for
the Acquisition.
The Company has also undertaken to the Nominated Adviser and the Bookrunner
that it will not, and will procure that neither it nor any member of the Group
will, between the date of the Placing Agreement and six months after
Admission, inter alia, enter into any agreement or commitment which might
reasonably be regarded as materially inconsistent with the policies or
intentions expressed in the Placing Documents (as defined in the Placing
Agreement) without first consulting with and obtaining the approval of Shore
Capital (such approval not to be unreasonably withheld or delayed).
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No offering document or
prospectus has been or will be submitted to be approved by the FCA (or any
other authority) or submitted to the London Stock Exchange in relation to the
Placing or the Placing Shares.
Placees' commitments will be made solely on the basis of (i) publicly
available information announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement, (ii)
the information contained in this Announcement and (iii) business and
financial information published in accordance with the rules and practices
under the AIM Rules and UK MAR (together, the "Publicly Available
Information") and subject to the further terms set forth in the form of
confirmation referred to below.
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 other information (other than
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Company, the Nominated Adviser or the Bookrunner or any
other person and none of the Company, the Nominated Adviser, the Bookrunner
nor any other person acting on such person's behalf nor any of their
respective Representatives 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 which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business advice. Nothing
in this paragraph shall exclude the liability of any person for fraudulent
misrepresentation by that person.
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 Admission will take
place at 8.00 a.m. on 17 March 2025 (or such later time or date as the Company
and the Bookrunner may agree not being later than 31 March 2025) and that
dealings in the Placing Shares on AIM will commence at the same time.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Settlement
within CREST is expected to occur on 17 March 2025 (the "Settlement Date").
Settlement will take place on a delivery versus payment basis. However, the
Bookrunner and the Company reserve the right to require settlement for, and
delivery of, the Placing Shares (or any part thereof) to Placees by such other
means that they deem necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a form of confirmation in accordance with the
standing arrangements in place with the Bookrunner stating the number of
Placing Shares allocated to it at the Issue Price, the aggregate amount owed
by such Placee to the Bookrunner and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it has in place
with the Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
the prevailing base rate of Barclays Bank as determined by the Bookrunner.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The settlement details for the Placing Shares are as follows:
CREST Participant ID of SCS: 601
Expected trade time and date: 8.00 a.m. on 13 March 2025
Settlement date: 17 March 2025
ISIN code for the Placing Shares: GB00BDZWB751
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner's account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) or other similar taxes imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, such Placee
confers on the Bookrunner all such authorities and powers necessary to carry
out such sale and agrees to ratify and confirm all actions which the
Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to 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 of or
agreement to transfer Placing Shares), none of the Nominated Adviser, the
Bookrunner nor the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and further terms
By submitting a bid in the Bookbuild, each Placee (and any person acting on
such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges, agrees and undertakes (as the case may be) with the Company and
the Bookrunner (in its capacity as bookrunner and placing agent of the Company
in respect of the Placing), that (save where the Bookrunner expressly agree in
writing to the contrary):
1 it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2 it has read and understood this 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 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 and undertakes not to redistribute or
duplicate this Announcement;
3 its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances;
4 no offering document, admission document or prospectus has been or
will be prepared in connection with the Placing (nor is one required under the
UK Prospectus Regulation or other applicable law) and represents and warrants
that it has not received and will not receive a prospectus, admission document
or other offering document in connection with the Placing or the Placing
Shares;
5 the Placing does not constitute a recommendation or financial product
advice and the Nominated Adviser and the Bookrunner has not had regard to its
particular objectives, financial situation or needs;
6 none of the Nominated Adviser, the Bookrunner, the Company nor any
of their respective Representatives has provided, nor will provide, it with
any material or information regarding the Placing Shares or the Company other
than this Announcement, such information being all that it deems necessary to
make any investment decision in respect of the Placing Shares, nor has it
requested any of the Nominated Adviser, the Bookrunner, the Company, any of
their respective affiliates or any person acting on behalf of any of them to
provide it with any such material or information;
7 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 rules and practices under the AIM Rules and
UK MAR, which includes a description of the Company's business and the
Company's financial information, including balance sheets and income
statements, and that it is able to obtain or access such information, or
comparable information concerning other publicly traded companies, in each
case without undue difficulty;
8 the content of this Announcement and the Publicly Available
Information is exclusively the responsibility of the Company and that none of
the Nominated Adviser, the Bookrunner, any persons acting on their behalf nor
any of their respective affiliates, has or shall have any liability for any
information, representation, warranty or statement relating to the Company
contained in, or omission from, this Announcement or any Publicly Available
Information, nor will they be liable for any Placee's decision to participate
in the Placing based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
9 it has not relied on any information relating to the Company
contained in any research reports prepared by any of the Bookrunner or their
respective Affiliates or any person acting on their behalf and understands
that (i) none of the Bookrunner or any of their respective Affiliates nor any
person acting on its or their behalf has or shall have any liability for
Publicly Available information or any representation; (ii) none of the
Bookrunner or any of their respective Affiliates or any person acting their
behalf has or shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date of
publication, the date of this document or otherwise; and that (iii) none of
the Bookrunner nor any of their respective Affiliates nor any person acting on
their behalf makes any representation or warranty, express or implied, as to
the truth, accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
10 the content of this Announcement is exclusively the sole responsibility
of the Company and the Directors and neither the Nominated Adviser, the
Bookrunner nor any person acting on behalf of either of them or any of their
respective Representatives has or shall have any liability for any Publicly
Available Information or any representation or statement relating to the
Company; it, and any prospective beneficial owner for whose account or benefit
it is purchasing the Placing Shares, is, and, at the time the Placing Shares
are subscribed for, will be located outside the United States and is acquiring
the Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act;
11 it has not been offered to purchase or subscribe for Placing Shares by
means of any "directed selling efforts" as defined in Regulation S of the
Securities Act;
12 it understands that the Placing Shares:
(a) have not been and will not be registered or otherwise qualified for
offer and sale and that a prospectus will not be cleared or approved in
respect of any of the Placing Shares under the securities laws of Australia,
Canada, Japan, the Republic of South Africa, or any state, province, territory
or jurisdiction thereof;
(b) may not be offered, sold, or delivered or transferred, directly or
indirectly, in or into the above jurisdictions or any jurisdiction (subject to
certain exceptions) in which it would be unlawful to do so and no action has
been or will be taken by any of the Company, the Nominated Adviser, the
Bookrunner or any person acting on behalf of the Company or, the Nominated
Adviser or the Bookrunner that would, or is intended to, permit a public offer
of the Placing Shares in the United States, Australia, Canada, Japan, the
Republic of South Africa or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action for that
purpose is required;
13 it is not, and any person who it is acting on behalf of is not, and at
the time the Placing Shares are subscribed for, neither it nor the beneficial
owner of the Placing Shares will be, a resident of, nor have an address in,
Australia, Japan, the Republic of South Africa or any province or territory of
Canada;
14 it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into or from the United States, Australia,
Canada, Japan, the Republic of South Africa (including electronic copies
thereof) to any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any such person;
15 it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and it
has made such investigation and has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally;
16 it:
(a) has such knowledge and experience in financial and business matters to
be capable of evaluating the merits and risks of subscribing for or purchasing
the Placing Shares;
(b) will not look to the Nominated Adviser or the Bookrunner for all or part
of any loss it may suffer as a result of any such subscription or purchase;
(c) is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing
Shares; and
(e) has no need for liquidity with respect to its investment in the Placing
Shares;
17 the issue to it, or the person specified by it, for registration as
holder, of the Placing Shares will not give rise to a stamp duty or stamp duty
reserve tax liability under (or at a rate determined under) any of sections
67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to issue or transfer Placing
Shares into a clearance service;
18 it has complied 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 (together, the "Money Laundering Regulations") and, if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Money Laundering Regulations;
19 it is not:
(a) an entity or an individual with whom transactions are prohibited under
the US Foreign Corrupt Practices Act of 1977 or is the subject of any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury;
(b) named on the Consolidated List of Financial Sanctions Targets maintained
by HM Treasury of the United Kingdom; or
(c) 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,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and 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 the Bookrunner
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 the Bookrunner 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 the Bookrunner may decide at its sole discretion;
20 in order to ensure compliance with the Regulations, the Bookrunner (as
agent on behalf of the Company), or the Company's registrars may, in their
absolute discretion, require verification of its identity, location or legal
status. Pending the provision to the Bookrunner or the Company's registrars,
as applicable, of evidence of identity, location or legal status, definitive
certificates in respect of the Placing Shares may be retained at the
Bookrunner's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed in either of the
Bookrunner or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity, location or legal status, the Bookrunner (as agent on behalf of the
Company), or the Company's registrars have not received evidence satisfactory
to them, either Bookrunner and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event the monies
payable on the conditional allocation of Placing Shares allotment will, if
already paid, be returned without interest to the account of the drawee's bank
from which they were originally debited;
21 it irrevocably appoints any duly authorised officer of the Bookrunner
as its agent for the purpose of executing and delivering to the Company and/or
its Registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it agrees to
acquire upon the terms of this Announcement;
22 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,
pursuant to Rule 9 of the City Code on Takeovers and Mergers;
23 it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make the acknowledgements, warranties, representations,
confirmations, undertakings, and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or Bookrunner
for the performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another person);
24 it 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, agreements and acknowledgements,
contained in these terms and conditions;
25 if subscribing for the Placing Shares for the account of one or more
other persons, it has full power and authority to make the representations,
warranties, agreements and acknowledgements herein on behalf of each such
account;
26 if it is a financial intermediary, as that term is used in Article 2(d)
of the EU Prospectus Regulation or Article 5(1) the UK Prospectus Regulation,
as applicable, it understands the resale and transfer restrictions set out in
this Appendix and that any Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale in a member state of the EEA to EEA Qualified Investors or in
the United Kingdom to Relevant Persons, or in circumstances in which the prior
consent of the Bookrunner has been given to each such proposed offer or
resale;
27 it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA, except to Qualified Investors as defined in
Article 2(e) of the EU Prospectus Regulation or otherwise in circumstances
which have not resulted and which will not result in an offer to the public in
any member state in the EEA within the meaning of Article 2(d) of the EU
Prospectus Regulation;
28 it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom, except to Qualified Investors as
defined in Article 2(e) of the UK Prospectus Regulation or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of Article 2(d) of the UK
Prospectus Regulation;
29 it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom or a member state of the EEA prior to
the expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an
offer to the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
30 it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to the Placing Shares in circumstances in which section 21(1) of the FSMA does
not require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been approved by the
Bookrunner in its capacity as an authorised person under section 21 of the
FSMA and it may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised person;
31 it has complied and will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares
(including all applicable provisions of the FSMA, the Criminal Justice Act
1993 and UK MAR) with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
32 unless otherwise specifically agreed with the Nominated Adviser and the
Bookrunner in writing, in the case of a Relevant Person in the United Kingdom
who acquires any Placing Shares pursuant to the Placing, it is a Qualified
Investor within the meaning of Article 2(e) of the UK Prospectus Regulation
and in the case of a Relevant Person in a member state of the EEA who acquires
any Placing Shares pursuant to the Placing, that it is a Qualified Investor
within the meaning of Article 2(e) of the EU Prospectus Regulation;
33 if in the United Kingdom, that it is a person (i) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom this Announcement may
otherwise lawfully be communicated;
34 if in the United Kingdom, unless otherwise agreed by the Bookrunner, it
is a "professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of COBS and it is acquiring Placing Shares for investment only and
not with a view to resale or distribution;
35 the Bookrunner may choose to invoke the CASS Delivery Versus Payment
exemption (under CASS 7.11.14R within the FCA Handbook Client Assets
Sourcebook) with regard to settlement of funds, in connection with the
Placing, should it see fit;
36 neither it nor, as the case may be, its clients expect the Bookrunner
to have any duties or responsibilities to such persons similar or comparable
to the duties of "best execution" and "suitability" imposed by COBS, and that
the Bookrunner is not acting for it or its clients, and that the Bookrunner
will not be responsible for providing the protections afforded to clients of
the Bookrunner or for providing advice in respect of the transactions
described in this Announcement;
37 it and any person acting on its behalf is entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions and that it has
fully observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in the Nominated Adviser, the Bookrunner, the Company
or any of their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any jurisdiction
in connection with the Placing;
38 it (and any person acting on its behalf) will make payment in respect
of the Placing Shares allocated to it in accordance with this Appendix on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other acquirers or sold as the Bookrunner may in its sole
discretion determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale fall short of the
product of the Issue Price and the number of Placing Shares allocated to it
and may be required to bear any stamp duty, stamp duty reserve tax or other
similar taxes (together with any interest or penalties) which may arise upon
such placing or sale of such Placee's Placing Shares;
39 none of the Nominated Adviser, the Bookrunner, nor any of their
respective Representatives nor any person acting on behalf of any of them is
making any recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and will not be a
client of either the Nominated Adviser or the Bookrunner in connection with
its participation in the Placing and that neither the Nominated Adviser nor
the Bookrunner have any duty nor responsibility to it for providing the
protections afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
40 the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be. None of the
Nominated Adviser, the Bookrunner nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes
resulting from a failure to observe this requirement ("Indemnified Taxes");
each Placee and any person acting on behalf of such Placee agrees to indemnify
the Company, the Nominated Adviser and the Bookrunner, on an after-tax basis
in respect of any Indemnified Taxes;
41 indemnify on an after tax basis and hold the Company, the Nominated
Adviser, the Bookrunner and each of their respective 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 its
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix or incurred by the Bookrunner, the Company or each of their
respective Representatives arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after completion of the Placing;
42 except as set out in paragraph 45 below, it has neither received nor
relied on any 'inside information' (for the purposes of UK MAR and section 56
of the Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the Placing and is
not purchasing Placing Shares on the basis of material non-public
information;
43 if it has received any 'inside information' (for the purposes of UK MAR
and section 56 of the Criminal Justice Act 1993 or other applicable law) in
relation to the Company and its securities in advance of the Placing, it has
received such information within the market soundings regime provided for in
Article 11 of UK MAR and associated delegated regulations and it has not: (i)
dealt (or attempted to deal) in the securities of the Company; (ii)
encouraged, recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to any person,
prior to the information being made publicly available;
44 if it is a pension fund or investment company, its purchase of Placing
Shares is in full compliance with applicable laws and regulations;
45 the Company, the Nominated Adviser, the Bookrunner and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements, agreements, and undertakings
which are given to the Nominated Adviser and the Bookrunner for themselves and
on behalf of the Company and are irrevocable and it irrevocably authorises the
Company, the Nominated Adviser and the Bookrunner to produce this
Announcement, pursuant to, in connection with, or as may be required by, any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein;
46 none of the Company, the Nominated Adviser or the Bookrunner owes any
fiduciary or other duties to any Placee in respect of any acknowledgments,
confirmations, undertakings, representations, warranties or indemnities in the
Placing Agreement;
47 its commitment to take up Placing Shares on the terms set out in this
Announcement (including this Appendix) will continue notwithstanding any
amendment that may or in the future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's, the Nominated
Adviser's or the Bookrunner's conduct of the Placing;
48 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 the Nominated Adviser, the Bookrunner or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
49 it has the funds available to pay for the Placing Shares for which it
has agreed to acquire and acknowledges and agrees that it will pay the total
subscription amount in accordance with the terms of this Announcement on 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 the Bookrunner
determine;
50 time is of essence as regards its obligations under this Appendix;
51 it may be asked to disclose in writing or orally to the Bookrunner: (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;
52 information provided by it to the Company and the Registrar will be
stored on the Company's and/or the Registrars' computer system(s), and
acknowledges and agrees that for the purposes of the Data Protection Act 2018
and other relevant data protection legislation which may be applicable (the
"Data Protection Law"), the Company and the Registrars are required to specify
the purposes for which they will hold personal data; and that it has obtained
the consent of any data subjects to the Registrars and the Company and their
respective associates holding and using their personal data for the Purposes
(as defined below). For the purposes of this Announcement, "data subject",
"personal data" and "sensitive personal data" shall have the meanings
attributed to them in the Data Protection Law. The Company and the Registrars
will only use such information for the purposes set out below (collectively,
the "Purposes"), being to:
(a) process its personal data (including sensitive personal data) as
required by or in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money laundering checks
on it;
(b) communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares;
(c) provide personal data to such third parties as the Company or the
Registrars may consider necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares or as the Data Protection
Law may require, including to third parties outside the United Kingdom or the
EEA;
(d) without limitation, provide such personal data to the Company or the
Nominated Adviser or the Bookrunner for processing, notwithstanding that any
such party may be outside the United Kingdom or the EEA; and
(e) process its personal data for the Company's or Registrars' internal
administration; and
53 these terms and conditions and any agreements entered into by it
pursuant to the terms and conditions set out in this Appendix, and all
non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any of the Company, the Nominated Adviser or the Bookrunner in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.
The foregoing representations, warranties, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as the Nominated Adviser and the Bookrunner, and are irrevocable. Each
Placee, and any person acting on behalf of a Placee, acknowledges that neither
the Company nor the Bookrunner owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or indemnities in
the Placing Agreement or these terms and conditions.
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is 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, direct
from the Company for the Placing Shares in question. Such agreement also
assumes that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax or other similar taxes may be payable, the Placee
agrees that it shall be responsible for such stamp duty or stamp duty reserve
tax and none of the Company, the Nominated Adviser or the Bookrunner will be
responsible for such stamp duty or stamp duty reserve tax. The Placees shall
indemnify the Company, the Nominated Adviser and the Bookrunner on an
after-tax basis for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. If this is the case, each Placee
should seek its own advice and notify the Bookrunner accordingly. Placees are
advised to consult with their own advisers regarding the tax aspects of the
subscription for Placing Shares.
The Company, the Nominated Adviser and the Bookrunner are not liable to bear
any transfer taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees or for transfer taxes arising otherwise than under the
laws of the United Kingdom. Each Placee should, therefore, take its own advice
as to whether any such transfer tax liability arises and notify the Bookrunner
accordingly. Furthermore, each Placee agrees to indemnify on an after-tax
basis and hold each of the Nominated Adviser, the Bookrunner and the Company
and their respective affiliates and to hold harmless each of the Nominated
Adviser, the Bookrunner and the Company and their respective affiliates from
any and all interest, fines or penalties in relation to stamp duty, stamp duty
reserve tax and all other similar duties or taxes to the extent that such
interest, fines or penalties arise from the default or delay of that Placee or
its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable 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.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Bookrunner and any of their respective affiliates may, at
their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares or by nominating any connected or associated person to
do so.
When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with the Bookrunner on behalf of a
Placee and/or any person acting on behalf of a Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from the Bookrunner's money in accordance with
the client money rules and will be used by the Bookrunner in the course of its
own business and the Placee will rank only as a general creditor of the
Bookrunner.
The rights and remedies of the Bookrunner 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 or
partial exercise of one will not prevent the exercise of others.
Shore Capital is authorised and regulated by the FCA in the United Kingdom and
is acting exclusively for the Company and no one else in connection with the
Placing, and Shore Capital will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
All times and dates in this Announcement are references to London time and may
be subject to amendment. The Bookrunner shall notify the Placees and any
person acting on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this 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 Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
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.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Ambala" Ambala
Foods Limited, a company incorporated and registered in England and Wales with
registered number 06544656
"Acquisition"
the acquisition by the Company of the entire issued share capital of Ambala
Foods Limited;
"Admission"
Admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules;
"AIM"
AIM, the market of that name operated by the London Stock Exchange;
"AIM
Rules"
the 'AIM Rules for Companies' published by the London Stock Exchange (as
amended from time to time);
"Announcement"
this announcement, including the Appendix;
"Appendix"
the appendix to this Announcement;
"Bookbuild"
the accelerated bookbuilding process in respect of the Placing to be carried
out by the Bookrunner on behalf of the Company;
"Bookbuild
Platform"
the online capital markets platform developed by BB Technology Limited;
"Bookrunner"
SCS;
"Business
Day"
any day (excluding Saturdays and Sundays) on which banks are generally open in
London for normal banking business;
"Company" or "Cake
Box" Cake
Box Holdings plc, a company incorporated and registered in England and Wales
with registered number 08777765;
"Companies
Act"
the Companies Act 2006 (as amended from time to time);
"CREST"
the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations) which facilitates
the transfer of title to shares in uncertificated form;
"CREST
Regulations"
the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
amended from time to time);
"Directors"
the directors of the Company;
"Euroclear"
Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary
Shares"
40,000,000 ordinary shares of £0.01 (1 pence) each in the capital of the
Company in issue at the date of this Announcement, all of which are admitted
to trading on AIM;
"FCA"
the UK Financial Conduct Authority;
"FCA
Handbook"
the rules and guidance of the FCA published as the FCA Handbook as from time
to time amended;
"Freehold
Property"
Ambala Food's manufacturing and warehouse property located in Welwyn Garden
City;
"FSMA"
the Financial Services and Markets Act 2000 (as amended from time to time);
"Fundraising"
the Placing and the Retail Offer;
"Group"
the Company, its subsidiaries and its subsidiary undertakings (each as defined
in the Companies Act) as at the date of this Announcement;
"ISIN"
International Securities Identification Number;
"Issue
Price"
180 pence per New Ordinary Share;
"London Stock
Exchange"
London Stock Exchange plc;
"Long Stop
Date"
8.00 a.m. on 31 March 2025;
"New Ordinary
Shares"
together, the Placing Shares and the Retail Offer Shares;
"Nominated
Adviser"
SCC, the Company's nominated adviser for the purposes of the AIM Rules;
"Ordinary
Shares"
the ordinary shares of £0.01 (1 pence) each in the capital of the Company;
"Placee"
any person who has agreed to subscribe for Placing Shares pursuant to the
Placing;
"Placing"
the conditional placing of the Placing Shares by SCS, as agent on behalf of
the Company, pursuant to the Placing Agreement, further details of which are
set out in this Announcement;
"Placing
Agreement"
the conditional agreement dated 11 March 2025 between: (i) SCC; (ii) SCS; and
(iii) the Company, relating to the Placing, further details of which are set
out in this Announcement;
"Placing
Shares"
3,888,889 new Ordinary Shares to be issued in connection with the Placing;
"Registrar"
Computershare Investor Services PLC, the Company's registrar;
"Regulatory Information Service" a
regulatory information service operated by the London Stock Exchange as
defined in the AIM Rules;
"Retail Investors"
retail Shareholders, who are resident in the United Kingdom, and are a
customer of one of the intermediaries operating through the Bookbuild
Platform;
"Retail
Offer"
the separate offer by the Company of the Retail Offer Shares, through the
Bookbuild Platform, for Retail Investors;
"Retail Offer
Shares"
up to 111,111 new Ordinary Shares to be issued, conditional on Admission, in
connection with the Retail Offer;
"SCC"
Shore Capital and Corporate Limited, the Company's nominated adviser for the
purposes of the AIM Rules;
"SCS"
Shore Capital Stockbrokers Limited, the Company's sole bookrunner;
"Securities
Act"
the United States Securities Act of 1933, as amended;
"Shareholders"
holders of the Ordinary Shares of the Company from time to time;
"Shore
Capital"
SCC and/or SCS as the case may be;
"Term
Loan"
the term loan facility with Barclays Bank
"UK"
the United Kingdom of Great Britain and Northern Ireland;
"UK
MAR"
the Market Abuse Regulation (Regulation 596/2014) (as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended);
"UK Prospectus
Regulation" the
Prospectus Regulation Rules made by the FCA
"uncertificated
form"
Ordinary Shares recorded on the share register as being held in uncertificated
form in CREST and title to which, by virtue of the CREST Regulations, may be
transferred within the CREST settlement system; and
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