REG - Chamberlin PLC - Proposed Placing and Subscription and Notice of GM
02/02/2022 07:00
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RNS Number : 3872A Chamberlin PLC 02 February 2022
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING,
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IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
CHAMBERLIN PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF CHAMBERLIN
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
2 February 2022
Chamberlin plc
("Chamberlin", the "Company" or the "Group")
Proposed Placing and Subscription to raise £1.8 million
and
Notice of General Meeting
Chamberlin plc (AIM: CMH.L), the specialist castings and engineering group, is
pleased to announce that it has conditionally raised £1.8 million (before
expenses), pursuant to a placing of 30,133,333 new Ordinary Shares of 0.1p
each (the "Placing Shares") at a placing price of 5 pence per share (the
"Placing Price") with institutional and other investors (the "Placing") and a
subscription for 5,866,667 new Ordinary Shares (the "Subscription Shares") at
the Placing Price by Trevor Brown, Executive Director (the "Subscription"),
(the Subscription Shares together with the Placing Shares, the "New Ordinary
Shares" and the Subscription and the Placing, together, the "Fundraising").
Cenkos Securities plc ("Cenkos Securities") and Peterhouse Capital Limited
("Peterhouse") acted as joint bookrunners to the Placing ("Joint
Bookrunners").
The Placing Price represents a discount of 31 per cent. to the closing
mid-market price of 7.25 pence per Ordinary Share on 1 February 2022 (being
the last practicable date before the release of this announcement).
The Company will today be posting a circular to Shareholders ("Circular")
detailing the Placing and Subscription and convening a general meeting
("General Meeting") at which certain resolutions to enable the Fundraising to
proceed will be proposed ("Resolutions"). The General Meeting will be held at
10.00 a.m. on 18 February 2022 at the Company's offices at Chuckery Road,
Walsall, West Midlands WS1 2DU (pre-registration will be required for
Shareholders to attend). The Circular will be available to view on the
Company's website shortly
at https://www.chamberlin.co.uk/investors/shareholder-information/shareholder-circulars
(https://www.chamberlin.co.uk/investors/shareholder-information/shareholder-circulars)
. Capitalised terms in this announcement shall have the same meaning as in the
Circular.
The Fundraising is conditional, inter alia, upon Shareholders approving the
Resolutions at the General Meeting that will grant to the Directors the
authority to allot the New Ordinary Shares and the power to disapply statutory
pre-emption rights in respect of such allotment of the New Ordinary Shares.
As announced on 16 September 2021, the Company commenced a review of the use
of its substantial property assets with the objective of strengthening the
balance sheet and improving operational and investment returns from Group
resources. This review continues and the Board remains focused on ensuring
that the Group has the necessary resources to deliver on its growth strategy.
The additional funds from the Placing and Subscription are expected to enable
the Company to execute its strategy and will strengthen the Company's balance
sheet, giving it more flexibility to manage and achieve its optimum financial
position.
If the Placing and Subscription do not proceed, it will not be possible to
pursue the Company's strategy and the Board would be required to consider
alternative options for the Company in the context of very limited resources.
The Placing and Subscription requires authority to be granted to the Directors
to allot the New Ordinary Shares and the power to disapply statutory
pre-emption rights in respect of such allotment of New Ordinary Shares.
Consequently, unless the Resolutions are passed by Shareholders at the General
Meeting, the Placing and Subscription will not be able to complete.
1. Background to the Company and Current Trading
The Group is an established foundry and engineering group operating across
three subsidiaries:
Chamberlin & Hill Castings Ltd - Casting Facility and Machining Facility
Chamberlin & Hill Castings Ltd, based in Walsall, comprises a cast iron
foundry that has been trading for over 130 years, complemented by a highly
technologically advanced automated CNC machining facility. The division's
products are supplied to a range of sectors such as automotive, construction,
general engineering, fitness, cookware, highways, heating and hydraulics.
Until recently, the division was a major Tier 1 and Tier 2 supplier to the
automotive sector, focusing primarily on the European turbocharger market. On
16 December 2020, the Company announced that it had received notice from its
major customer, BorgWarner Turbo Systems Worldwide Headquarters GmbH
("BorgWarner"), of its intention to cancel all contracts with effect from 22
January 2021. This arose from a strategic decision by BorgWarner to
rationalise a number of UK and European supply chain partners and to source
its products from the Far East. In addition, the COVID-19 pandemic has
presented global challenges to trading conditions, including escalating raw
material costs, supply chain shortages and a slowdown in the automotive
industry due to widely publicised electronic control unit (ECU) availability.
In the short-term, the management team have responded by reducing costs,
improving efficiencies, and optimising pricing to improve margins and restore
sustainable profitability. As a consequence, Chamberlin had a difficult period
financially for the 14 months ended 31 May 2021 ("FY21") and took the decision
to change its year-end to May to allow the Group to complete its restructuring
programme and to trade under the revised cost and organisation structure from
1 June 2021. The Group recorded a disappointing £10.4 million loss before tax
in FY21 after significant one-off losses of £7.2 million almost entirely due
to the loss of the BorgWarner contracts which were mainly non-cash.
In order to address these challenges, the Board has embarked upon a clear and
focused strategy to adapt to these changing conditions by directing resources
to new product lines in order to reduce reliance on the automotive industry.
The Board's aim over the medium term remains to replace the majority of the
Group's traditional, low margin contract-based production, with much higher
margin, premium consumer products in markets with a strong opportunity for
growth and where the Group can innovate, control distribution and sales to
effect real and sustainable growth in revenue and profits. H1 FY2022
operational performance significantly improved compared to the prior year
period with the Group delivering revenue of £8.0 million (H1 FY2021: £11.0
million) and a profit after tax of £0.1 million (H1 FY2021: £0.7 million
loss) for the first time in five years.
The Board is now confident it has the platform from which to take the business
to the next level. The initial product ranges at Chamberlin & Hill
Castings have been launched under new E-commerce brands, Iron Foundry Weights
("IFW") and Emba cookware, and both have a pipeline of new products under
development at the design or prototype stage. The product ranges at IFW and
Emba are sustainably produced from 100 per cent. recycled materials. The Group
is seeking to utilise capacity at its advanced machining facility by
manufacturing the Company's non-cast iron fitness products whilst also
targeting potential new customers in the medical technology sector. The Group
have seen an increasing number of opportunities arising from companies
re-shoring manufacturing to the UK from overseas. With the Group having one
of only 5 DISAMATIC automated moulding foundries in the UK capable of
producing high volume, globally competitive cast iron products, the Board is
confident that the Group has the capacity, in-house design and engineering
expertise and reputation for high-quality products, to enable the business to
grow revenues and profit over the medium term.
In Chamberlin & Hill Casting's traditional engineering markets,
uncertainty continued throughout Q4 2021 regarding the global availability of
micro-chips for the automotive sector. Despite signs of strong consumer demand
for new cars, the pace of the recovery in volumes to pre-COVID-19 pandemic
levels cannot be estimated with any degree of certainty. Although the Group's
existing high-volume programmes are subject to factors outside of its control,
the Group's reputation for quality and delivery has ensured that it continues
to be nominated for prestigious low-volume programmes at attractive margins.
In the UK construction sector, the Group continues to improve its order book
by remaining competitive on price and providing a reliable, quality UK based
solution to supply chain disruptions. The CNC machining division of Chamberlin
& Hill Castings has taken some important steps towards re-building its
customer base and backfilling idle capacity. The appointment of two new
members to the commercial team and the recent nomination for a second diesel
generator component programme give the management team confidence in a robust
recovery. In a further development that enables the Company to continue to
transition away from its legacy issues, the Company confirms that it signed a
settlement agreement with BorgWarner (and affiliates) in full and final
settlement of all claims in relation to the early termination of contracts in
December 2020 under which the Company has now received a payment of
€200,000.
Russell Ductile Castings Ltd
Russell Ductile Castings Ltd ("RDC"), the Group's Scunthorpe based foundry,
produces specialised castings in a variety of iron types and grades, ranging
from 10kg - 7,000kg and steel castings from 10kg - 1,000kg used in various
industrial applications including power generation, oil & gas pumps and
valves, steel production, railways and construction. In addition, the division
produces specialist complex castings for components such as gas turbine
components, suspension system castings and furnace oven doors. The Directors
believe that RDC has a strong technical capability and a reputation for
quality and delivery.
RDC has key clients across a diverse range of markets such as waste, power,
energy and steel manufacture include: Siemens Industrial Turbomachinery, IESA
(British Steel), Saint Gobain, Carnaud Metalbox, Johnson Matthey and Ham Baker
Group.
Petrel Ltd
Petrel Ltd is the Group's hazardous area-light manufacturer and distributor
with customers being supplied with ATEX approved products throughout the UK,
EU and International markets in key sectors including oil & gas,
petrochemical, marine and defence. The Group is looking to upgrade its current
product range whilst developing additional product lines driven by continued
demand for the switch to LED lighting and new technologies.
Key clients include SA Equipment, Edmundsens Electrical, City Electrical
Factors, BAE Systems, Dron & Dickson, Rexel UK and Babcock.
2. Background and Reasons for the Fundraising and Use of
Proceeds
Chamberlin & Hill Castings Ltd - Casting Facility and Machining Facility
("CHC")
The IFW weights brand was launched in May 2021 and significant interest has
been generated in the product range from a number of well-respected fitness
industry market participants. Although IFW was initially successful from
direct selling to the consumer, the Board believe that more lucrative
opportunities will derive from partnerships or commercial arrangements with
established businesses in the fitness industry, where the Group can offer
high-quality, bespoke UK made products that have a significantly reduced
carbon footprint compared to products imported from overseas. Chamberlin has
the existing capability to not only design and manufacture cast iron fitness
products but is also actively investing in repurposing its state-of-the-art
machining facility to be able to produce its new range of steel precision
machined "indestructible" dumbbells, with its unique "Shrink-Fit" assembly
technology. The UK market for gym equipment is leading demand in Europe and
examples of companies experiencing significant growth in this market are
Primal Strength, Rogue Fitness and Watson Gym Equipment. The global gym
equipment market is predicted to grow at 11% CAGR between 2021 and 2027.
Current sales of global strength training equipment are estimated at $4
billion (30% Europe) (Source: gminsights.com).
The launch of the Group's Emba cookware range at the BBC Good Food Show at the
end of November 2021 was particularly well received by consumers, who provided
positive validation of both the quality of the Emba products and the potential
level of interest in premium, UK made cast iron cookware. With the initial
product range launched and direct access to the products available through the
Group's Emba cookware website (embacookware.co.uk) as well as via Amazon, the
Group is now embarking on more penetrative marketing strategies for sales
direct to consumers, together with targeted marketing to businesses. The
Directors believe that Chamberlin has a compelling opportunity in the growing
UK cast iron cookware market to acquire market share as the sole UK based
foundry manufacturer and distributor of many of these products. With the
in-house capability to design, manufacture and distribute new products into a
global marketplace, the Board firmly believe that further development and
investment in Emba cookware will position the brand to be a material
contributor to growth over the coming months and years. In 2020, the UK
cookware market was estimated at £940 million and examples of companies
experiencing significant growth in this market are Pro-Cook, Lodge Cast Iron,
Finex and Le Creuset. Current sales of cast iron cookware are estimated at
$2.6 billion globally and the cast iron cookware market is predicted to grow
at 3.2% CAGR between 2020 and 2027 (Source: Researchandmarkets.com).
With the net proceeds of the Fundraising detailed below, the Company is
seeking to design, tool and bring to market a number of new IFW and Emba
cookware direct-to-consumer products in 2022 which requires the installation
of certain new plant and equipment at CHC. In addition, the Group will
strengthen its sales resources in its commercial team, in particular at CHC's
advance machining facility, in order to attempt to penetrate the medical
device/precision implant market and open new routes to market via
remanufacturing services and aftermarket product design/production. The Group
will also increase targeted advertising, PR, dedicated social media and
digital marketing in line with its growth strategy.
Russell Ductile Castings Ltd
RDC has enjoyed a particularly successful 12-18 months, driven by a burgeoning
order book and growing pipeline of opportunities. The main driver for this
success has been a combination of reduced competition in the UK as a number of
competitor foundries have been forced out of business and, more recently, an
increasing desire from UK customers to source products from the UK rather than
overseas due to the often prohibitive transportation costs, excessive lead
times and the impact on the global environment. This market shift has resulted
in substantial orders from new customers in recent months, including the
recently announced £0.8 million contract for a London infrastructure project,
and the division is currently operating with a full order book providing
optimism for H2 FY2022. The Board are seeking to take advantage of this
current set of circumstances by embarking on a programme to expand both the
production capacity by 30-40 per cent. and the types of product that can be
manufactured at RDC's facilities to exploit new growth opportunities,
including in the offshore and green energy generation markets. Building on
RDC's recent successes is a key priority for the Board and includes actively
exploring strategic opportunities to design and manufacture its own products
and expand into new markets outside of the UK.
With the net proceeds of the Fundraising detailed below, the Company is
seeking to design, tool and bring to market a direct-to-end-user product
range, initially focusing on the tidal and offshore wind power markets, as
well as increasing foundry production capacity. The proceeds of the
Fundraising will also enable the Group to develop and upgrade RDC's sand
system to enable the production of a more diverse range of casting materials
and to increase RDC's commercial resources to further penetrate the rapidly
growing renewable energy market and develop access to the EU market.
Petrel Ltd
Petrel has also continued to go from strength to strength in the last 12
months. Orders have recovered from the COVID-19 induced low in the first half
of 2020, with significant new orders secured, particularly in the defence and
shipping sectors. Management have quickly identified a market shift towards
the online distribution of its products and in recent months has developed
significant commercial agreements with key online market participants that
will enable Petrel to maintain its revenue growth potential. A further example
of Petrel's ability to respond to market needs was the launch in October 2021
of a new portable product hire service. Petrel delivered a strong operating
result in H2 FY2021 which has continued into the current financial year.
Petrel has developed a pipeline of new and innovative products that can be
brought to market swiftly and potentially move Petrel into a market leading
position. Management are also investigating the provision of additional
services (such as warranty, inspection and service) to its customers that have
a significant installed base of Petrel products. In addition, management
continue to review and update Petrel's existing product range through in-house
design and manufacture of new products as new technology evolves.
With the net proceeds of the Fundraising detailed below, the Company is
seeking to both develop and launch a new range of products and to upgrade
Petrel's existing products in order to increase market share and to defend its
market position against competitors. In addition, the Group will seek to
exploit opportunities with Petrel's legacy installed product base through the
upgrade of obsolete fluorescent lighting to LED lighting whilst also seeking
expansion into the harsh environment, export, rail and marine markets.
The Group has conditionally raised gross proceeds of £1.8 million by way of
the Placing and the Subscription and expects to deploy the net proceeds (as
described above) as follows:
· 50 per cent. to fund investment in strategic growth
initiatives and capacity expansion; and
· 50 per cent. to strengthen the balance sheet and
provide the Group with additional working capital.
4. Details of the Placing and Subscription
The Company has conditionally raised £1.8 million (before expenses), pursuant
to a placing of 30,133,333 Placing Shares at the Placing Price with
institutional and other investors and a subscription for 5,866,667
Subscription Shares at the Placing Price by Trevor Brown, Executive Director
(the "Fundraising").
The Placing has not been underwritten and is conditional, inter alia, upon:
a) the placing agreement between the Company, Cenkos
and Peterhouse (the "Placing Agreement") becoming unconditional in all
respects other than admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules for Companies ("Admission") and not
having been terminated in accordance with its terms;
b) the passing of the Resolutions at the General
Meeting; and
c) Admission of the Placing Shares occurring by not
later than 8.00 a.m. on 21 February 2022 (or such later time and/or date as
the Company, Cenkos and Peterhouse may agree, not being later than 8.00 a.m.
on 14 March 2022).
Accordingly, if any of the conditions are not satisfied or waived (where
capable of being waived), the Placing will not proceed, the Placing Shares
will not be issued and all monies received by Cenkos and Peterhouse will be
returned to the applicants (at the applicants' risk and without interest) as
soon as possible thereafter.
Under the terms of the Placing Agreement, each of Cenkos and Peterhouse has
agreed to use its reasonable endeavours to procure subscribers for the Placing
Shares at the Placing Price. The Placing Agreement contains certain
warranties and indemnities from the Company in favour of Cenkos and Peterhouse
and either Cenkos or Peterhouse may terminate the Placing Agreement in certain
customary circumstances.
Together, the total number of New Ordinary Shares to be issued pursuant to the
Placing and Subscription, being 36,000,000 New Ordinary Shares, represent
approximately 51.71 per cent. of the Existing Ordinary Shares.
The New Ordinary Shares will, when issued, be credited as fully paid up and
will be issued subject to the Articles and rank pari passu in all respects
with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
the Ordinary Shares after the date of issue of the New Ordinary Shares, and
will on issue be free of all claims, liens, charges, encumbrances and
equities.
Application will be made to the London Stock Exchange for the Admission of the
New Ordinary Shares to trading on AIM. Assuming the Resolutions are passed, it
is expected that Admission will occur on or around 8.00 a.m. on 21 February
2022 (or such later time and/or date as Cenkos and Peterhouse may agree with
the Company, being not later than 8.00 a.m. on 14 March 2022).
Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 105,624,792 with each Ordinary Share carrying the
right to one vote. There are no Ordinary Shares held in treasury and
therefore the total number of voting rights in the Company is 105,624,792. The
above figure may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the share capital of the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
5. Directors' Participation and Related Party Transaction
As at the date of this announcement, Trevor Brown holds 20,833,333 Ordinary
Shares representing 29.9 per cent. of the Company's issued share capital and,
following Admission, will hold 26,700,000 Ordinary Shares representing 25.28
per cent. of the Enlarged Share Capital.
In addition, BW Family Limited, a person closely associated with Keith
Butler-Wheelhouse, Chairman, has agreed to subscribe for 436,121 Placing
Shares at the Placing Price. Following Admission, Keith Butler-Wheelhouse will
beneficially hold 1,056,248 Ordinary Shares representing 1.00 per cent. of the
Enlarged Share Capital.
The Subscription by Trevor Brown, as a substantial shareholder (as defined in
the AIM Rules for Companies) and the participation in the Placing by Keith
Butler-Wheelhouse in the Placing constitutes a related party transaction
pursuant to AIM Rule 13. The Directors (other than Trevor Brown and Keith
Butler-Wheelhouse), having consulted with the Company's nominated adviser,
Cenkos Securities, believe that the participation in the Fundraising by Trevor
Brown and Keith Butler-Wheelhouse is fair and reasonable insofar as
Shareholders are concerned.
This Announcement is released by Chamberlin plc and contains inside
information for the purposes of Article 7 of MAR, and is disclosed in
accordance with the Company's obligations under Article 17 of MAR.
Market soundings (as defined in MAR) were taken in respect of the Placing with
the result that certain persons became aware of inside information (as defined
in MAR), as permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.
For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU)
2016/1055 and the UK version of such implementing regulation, the person
responsible for arranging for the release of this Announcement on behalf of
the Company is Kevin Price, Chief Executive Officer.
Enquiries:
Chamberlin plc T: 01922 707100
Kevin Price, Chief Executive Officer
Alan Tomlinson, Finance Director
Cenkos Securities plc (Nominated Adviser and Joint Broker) T: 020 7397 8900
Katy Birkin
Stephen Keys
Peterhouse Capital Limited (Joint Broker) T: 020 7469 0930
Lucy Williams
Duncan Vasey
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Trevor Brown
2 Reason for the notification
a) Position/status Executive Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Chamberlin plc
b) LEI 213800OS2SK73PPFO761
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 0.1p each
Identification code GB0001870228
b) Nature of the transaction Purchase of Ordinary Shares pursuant to the Subscription
c) Price(s) and volumes(s) Price(s) Volume(s)
£0.05 5,866,667
d) Aggregated information N/A (single transaction)
Aggregated volume N/A (single transaction)
Price N/A (single transaction)
e) Date of the transaction 2 February 2022
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name BW Family Limited, a PCA of Keith Butler-Wheelhouse
2 Reason for the notification
a) Position/status PCA of Chairman
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Chamberlin plc
b) LEI 213800OS2SK73PPFO761
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 0.1p each
Identification code GB0001870228
b) Nature of the transaction Purchase of Ordinary Shares pursuant to the Placing
c) Price(s) and volumes(s) Price(s) Volume(s)
£0.05 436,121
d) Aggregated information N/A (single transaction)
Aggregated volume N/A (single transaction)
Price N/A (single transaction)
e) Date of the transaction 2 February 2022
f) Place of the transaction AIMX
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in whole or in part, in or
into the United States, Australia, Canada, Japan, New Zealand or the Republic
of South Africa or to any persons in any of those jurisdictions or any other
jurisdiction where to do so would constitute a violation of the relevant
securities laws of such jurisdiction (each, a "Restricted Jurisdiction"). This
Announcement is for information purposes only and neither it, nor the
information contained in it, shall constitute an offer to sell or issue, or
the solicitation of an offer to buy, acquire or subscribe for any shares in
the capital of the Company in the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any other state or jurisdiction in
which such offer or solicitation is not authorised or to any person to whom it
is unlawful to make such offer or solicitation. Any failure to comply with
these restrictions may constitute a violation of securities laws of such
jurisdictions.
The Placing Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority or under any securities laws of any state or
other jurisdiction of the United States and may not be offered, sold, resold,
pledged, transferred or delivered, directly or indirectly, in or into the
United States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with the securities laws of any state or other
jurisdiction of the United States.
No action has been taken by the Company, the Joint Bookrunners or any of their
respective directors, officers, partners, agents, employees, affiliates,
advisors, consultants or, in the case of each of the Joint Bookrunners ,
persons connected with them as defined in the Financial Services and Markets
Act 2000, as amended ("FSMA") (together, "Affiliates") that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe any
restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
This Announcement has not been approved by the Financial Conduct Authority or
the London Stock Exchange.
No offering document or prospectus will be made available in connection with
the matters contained or referred to in this Announcement and no such offering
document or prospectus is required to be published, in accordance with
Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by the
European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation").
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by the Joint Bookrunners, or by any of
their respective Affiliates as to, or in relation to, the accuracy, fairness
or completeness of the information or opinions contained in this Announcement
or any other written or oral information made available to or publicly
available to any interested person or its advisers, and any liability
therefore is expressly disclaimed. The information in this Announcement is
subject to change.
None of the information in this Announcement has been independently verified
or approved by the Joint Bookrunners or any of their respective Affiliates.
Save for any responsibilities or liabilities, if any, imposed on the Joint
Bookrunners by FSMA or by the regulatory regime established under it, no
responsibility or liability whatsoever whether arising in tort, contract or
otherwise, is accepted by the Joint Bookrunners or any of their Affiliates
whatsoever for the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or inaccuracies in the
information or any opinions) or for any other statement made or purported to
be made by or on behalf of either of the Joint Bookrunners or any of their
respective Affiliates in connection with the Company, the Placing Shares or
the Placing or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Placing. The Joint Bookrunners and
their respective Affiliates accordingly disclaim all and any responsibility
and liability whatsoever, whether arising in tort, contract or otherwise (save
as referred to above) in respect of any statements or other information
contained in this Announcement and no representation or warranty, express or
implied, is made by either of the Joint Bookrunners or any of their respective
Affiliates as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
Cenkos Securities plc, which is authorised and regulated in the United Kingdom
by the FCA, is acting solely for the Company and no-one else in connection
with the Placing and arrangements described in this Announcement and will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions and arrangements
described in this Announcement. Cenkos Securities is not responsible to anyone
other than the Company for providing the protections afforded to clients of
Cenkos Securities or for providing advice in connection with the contents of
this Announcement, the Placing or the transactions and arrangements described
herein.
Peterhouse Capital Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting solely for the Company and no-one else in
connection with the Placing and arrangements described in this Announcement
and will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or the transactions and
arrangements described in this Announcement. Peterhouse is not responsible to
anyone other than the Company for providing the protections afforded to
clients of Peterhouse or for providing advice in connection with the contents
of this Announcement, the Placing or the transactions and arrangements
described herein.
Certain statements in this Announcement are forward-looking statements, which
include all statements other than statements of historical fact and which are
based on the Company's expectations, intentions and projections regarding its
future performance, anticipated events or trends and other matters that are
not historical facts. These forward-looking statements, which may use words
such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the FCA, the London Stock Exchange or applicable law, the Company,
the Joint Bookrunners and their respective Affiliates undertakes no obligation
to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
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.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Joint
Bookrunners. This Announcement is not intended to provide the basis for any
decision in respect of the Company or other evaluation of any securities of
the Company or any other entity and should not be considered as a
recommendation that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities. Recipients of this
Announcement who are considering acquiring Placing Shares pursuant to the
Placing are reminded that they should conduct their own investigation,
evaluation and analysis of the business, data and property described in this
Announcement. Any indication in this Announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be relied upon as
a guide to future performance. The price and value of securities can go down
as well as up.
The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
In connection with the Placing, the Joint Bookrunners and any of their
respective affiliates, acting as investors for their own account, may take up
a portion of the Placing Shares in the Placing as a principal position and in
that capacity may retain, purchase, sell, offer to sell for the own accounts
or otherwise deal for their own account in such Placing Shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and
any of their respective affiliates acting in such capacity. In addition, the
Joint Bookrunners and any of their respective affiliates may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which the Joint Bookrunners and any of their
respective affiliates may from time to time acquire, hold or dispose of
shares. Neither of the Joint Bookrunners intend to disclose the extent of
any such investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
Each prospective placee has been offered Placing Shares at the Placing Price
and the Placing Shares have been conditionally subscribed by such placees
pursuant to irrevocable placing letters issued by the Joint Bookrunners.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) 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 clients, as defined in COBS 3.4.1R of the
Conduct of Business Sourcebook in the FCA Handbook ("COBS") , (b) investors
who meet the criteria of professional clients as defined in COBS 3.5.1R of
COBS and (c) eligible counterparties as defined in COBS 3.6.1R of COBS; and
(ii) eligible for distribution through all distribution channels as are
permitted by the UK Product Governance Rules (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Joint Bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the UK Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS; 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail clients
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners 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.
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