REG - Cirata PLC - Launch of Fundraise
16/07/2024 17:00
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RNS Number : 6460W Cirata PLC 16 July 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
16 July 2024
Cirata plc
Launch of Fundraise
Cirata plc (the "Company" and together with its subsidiaries, "Cirata" or the
"Group") (LSE: CRTA), the data activation platform, today announces it is
undertaking an equity fundraise (the "Fundraise") to raise gross proceeds of
approximately $7 million (£5.4 million) at a price of 55 pence per share (the
"Offer Price").
The Fundraise will comprise:
· a placing (the "Placing") of new ordinary shares of 10 pence each
("Ordinary Shares") (the "Placing Shares");
· a direct subscription (the "Direct Subscription") for new Ordinary
Shares by certain third-party investors (the "Direct Subscription Shares");
· a direct subscription (the "Management Subscription") for new
Ordinary Shares by certain Directors (the "Management Subscription Shares");
and
· a separate offer, in conjunction with the Placing, made today by the
Company (the "Retail Offer") for new Ordinary Shares (the "Retail Offer
Shares" and together with the Placing Shares, the Direct Subscription Shares
and the Management Subscription Shares, the "Offer Shares") via PrimaryBid, to
provide retail investors in the United Kingdom with an opportunity to acquire
Retail Offer Shares, contributing up to £1 million ($1.3 million). A separate
announcement will be made shortly regarding the Retail Offer and its terms.
The Placing is being conducted through an accelerated bookbuild process (the
"Bookbuild"), which will be launched immediately following this Announcement.
Panmure Liberum Limited ("Panmure Liberum") is acting as sole bookrunner in
relation to the Placing.
Highlights
· Good progress following a complete company rebuild
· Validation of strategy - market for Data Integration and DevOps
supports growth ambition
· Strong foundation developed, with approximately 110 opportunities in
the current pipeline
· Overhead run rate expected to be $20 million on annualised basis for
FY25
· Equity funding to underpin confidence and capitalise on potential
Background to and reasons for the Fundraise
Following the Company's equity fundraise in July 2023, a significant amount of
progress has been made across all parts of the Group. The management team has
instigated a complete rebuild of the Company. The Company faced challenges in
terms of governance, Go-to-Market ("GTM") strategy and execution that failed
to deliver sustainable growth. In addition, the prevailing corporate culture
was at odds with the Company's commercial reality.
Cirata has made tangible progress across all workstreams with a clear strategy
in place, significantly improved GTM and with a cost base expected to reach
$20 million for FY25 on an annualised basis (more than halved from $45 million
at the start of FY23).
There has been good progress with improving activity in direct sales, partner
and marketing activity and resultant pipeline building. This is demonstrated
by approximately 110 opportunities in the current pipeline. The most recent
bookings quarter shows year on year growth of 143% with a significantly lower
comparable cost base.
Cirata's foundations of growth
The Company has identified three foundations of growth:
1. There is a greater than $1 billion market opportunity which can support
triple digit annual growth in Cirata's Data Integration ("DI") business and
double-digit annual growth in DevOps. Furthermore, DI has a service
addressable market of $1.4 billion growing at 10% CAGR, supported by core
Hadoop Data migration market with a total value estimated to be approximately
$800 million.
2. The product has a market fit through Live Data Migrator and DevOps with a
technology moat encompassing 15 years of data engineering expertise together
with 114 active patents.
3. Established commercial ecosystem of partners and customers. Partners
with commercial re-engagement include Accenture, AWS, Databricks, Google
Cloud, IBM, Microsoft Azure, Oracle Cloud, and Snowflake. New and returning
customers are from both DI (including Experian, Natwest and Tesco) and DevOps
(Allianz, ASML, Continental, Marvell, Mentor Graphics, Travelers) product
offerings.
The Company is beginning to see the green shoots of the new model starting to
work. DI blue-chip companies are entering new and growth contracts with 15 new
and growth contracts and six renewals between Q2 FY23 and Q2 FY24 which
demonstrates that the "land and expand" strategy is working. Additionally, the
transition to the new Cirata brand, launched in October 2023, has been
successful as evidenced by improving inbound lead generation traction. This
combined with further marketing initiatives has led to significant increases
in website visits, organic search traffic and LinkedIn ad performance and
impressions. Furthermore, the Company is progressing traction with DI
partners, particularly Databricks, IBM, Microsoft Azure and Oracle.
Pipeline
When the new management arrived at Cirata, the pipeline was embryonic and
required full cleansing. From this baseline the pipeline has seen a
significant improvement in both quality and quantum, with approximately 110
opportunities at various stages in the funnel. Within this pipeline, 66% of
the opportunities are from North America, and 69% is DI. There is also a
healthy number of DevOps renewals. The majority of Cirata's leads are now
coming from its major partners, and this gives the Company confidence for the
future.
Strategic update
In terms of a strategic update, DevOps operates in a niche market with a
significant moat. Verticals with high IP and large code repository's continue
to favour Subversion ("SVN"). In addition, within the Gerrit code review
market the Directors believe there are opportunities for growth. Both products
are characterized by high renewal rates on mission critical implementations.
Within the DI market Cirata offers unstructured data-lake file migration,
replication and synchronization product. The core proposition allows for the
transfer /migration of data lakes, usually from on premise into the cloud.
Future longer-term opportunities for Cirata's product are aligned to the
evolution of the Hybrid cloud. At a high-level Hybrid cloud is a data
management / orchestration problem. The emergence of open standards for
cloud-based data lakes (Apache Iceberg), and Cirata's core IP and knowhow in
the transfer and replication of unstructured data position it well to benefit
from the growth in this market. Of note one of the key drivers of both data
lake migration and the emergence of the Hybrid cloud is the need for
organizations to leverage artificial intelligence capabilities across large
data sets.
Performance
As announced alongside the Fundraise, bookings for the period Q2 FY24 were
$1.7 million (Q2 FY23, $0.7 million), with the business mix driven by DevOps
software accounting for 63% of bookings and DI software accounting for 37% of
bookings. The cash balance for the Company as at 30 June 2024 was $9.1
million.
In total, 16 new contracts were signed in the quarter of which seven were 'new
& growth' contracts, including the second phase of the previously
announced deal with General Motors Co, which validates the Company's 'land
& expand' strategy.
Significant renewals secured in the Q2 FY24 included Oppo's 3-year, $592,000
maintenance and support renewal for Cirata's DevOps Gerrit code review
product.
Deal slippage remained a feature of Q2 FY24 performance. Some of the
significant potential deals in Q2 FY24 were delayed, and following
consultation with its customers, the Company has a strong expectation that
these will now conclude in H2 FY24 matching the customers' critical timelines.
The team delivered some improvement on closing smaller deals, which is
encouraging, but challenges remain around the complex nature of larger
enterprise sales for DI, with complexity from customer and partner procurement
processes. Establishing greater sales cycle predictability, therefore, remains
a key priority for management to enable Cirata to move beyond its current
non-linear growth trajectory. Today, the sales team is more established which
provides greater confidence in sales cycle management and deal closure
predictability.
In terms of overhead costs, FY25 overhead cost run-rate is expected to be $20
million on an annualised basis (FY24 guidance of c.$23 million). The cost
restructuring program commenced earlier this month. There is non-linear
progression in bookings with pipeline building and sales execution showing a
positive trend. The Company has an aspiration to reach cash flow breakeven
exiting FY24.
Outlook
The Board is retaining the FY24 bookings guidance of $13-15 million as, with
strong execution, it remains achievable although demanding. The second half of
the year will be back-end weighted with non-linear progression of bookings
expected. This outlook guidance is supported by a current pipeline that has
prospects in progress (including those delayed from Q2 FY24) and improving
levels of sales activity, both direct and through partners. Looking beyond
FY24, the current levels of lead generation and early-stage pipeline support
the medium-term ambition of the Company.
Use of proceeds
The Company is seeking to raise approximately $7 million (£5.4 million) to
strengthen the balance sheet to:
· Take business through to cash flow break-even, which the Company
aspires to as it exits FY24
· Underpin all stakeholders', including customers', confidence
· To allow business to capitalise on its potential through investment
in sales, marketing and products
Update on FCA investigation and shareholder engagement
As previously disclosed by the Company in its RNS announcements of 20 April
2023 and 15 June 2023, the Company is subject to an ongoing investigation by
the Financial Conduct Authority (the "FCA").
The FCA is investigating the circumstances surrounding and arising from the
potentially fraudulent irregularities announced on 9 March 2023 (the
"Irregularities"). The FCA is investigating whether certain regulatory
announcements released by the Company during the period 1 May 2021 to 9 March
2023 may have materially mis-stated the Company's financial position.
The FCA investigation is ongoing and it is not yet known whether the FCA will
seek to take action against the Company. If the FCA does ultimately decide to
take action against the Company, this may result in the FCA sanctioning the
Company. Such sanction could include the Company receiving a fine and may have
a material adverse effect on the Company's business, operating results,
reputation, financial position or future prospects. Due to the nature of the
FCA investigation and the stage that it is at, the Company cannot provide any
more certainty of its outcome at this time.
With the exception of the FCA investigation, the Company is not aware that it
is currently subject to any investigation by a governmental authority or
regulator.
The Company is not subject to, and is not aware of any, civil litigation
against it. The management team has met with a significant number of existing
shareholders covering a very large percentage of the shareholder register as
part of the Placing and as a result the management team is aware that one
existing minority shareholder (which the Company believes owns less than 2% of
the Company's issued share capital) has again raised concerns related to the
Irregularities and such shareholders' investment into the Company prior to
that date. The same shareholder raised the same issue at the time of the
Company's fundraise in July 2023. However, there has not been and there is
currently no civil litigation or pending action in relation to this
shareholder's expressed concern. The Company continues to engage
constructively with that shareholder.
Details of the Placing
The Placing will be conducted by way of a non-pre-emptive share issue and
follows extensive discussions with Shareholders. The Directors, having taken
appropriate advice, believe that this is the most cost effective and reliable
method to raise funds. The Directors consider that the potential long-term
value creation benefit to shareholders arising from the application of the net
proceeds of the Fundraise outweighs any dilutive effects of the Fundraise. The
Placing Shares will be allotted and issued for non-cash consideration (as
described further below) utilising the allotment authorities granted at the
Annual General Meeting of the Company held on 14 May 2024 (the "AGM").
The Placing, which is being arranged on behalf of the Company by Panmure
Liberum, is conditional, inter alia, upon Admission and is subject to the
terms of the Placing Agreement. The Placing is fully underwritten. The Placing
is conditional on, amongst other things, the Direct Subscriptions.
The Placing Agreement contains customary representations, warranties and
undertakings and indemnities given by the Company to Panmure Liberum with
respect to its business and the Group and to certain matters connected with
the Placing. The Placing may be terminated by Panmure Liberum in certain
customary circumstances, including in the event of, inter alia, a breach by
the Company of the terms of the Placing Agreement (including the warranties)
or a material adverse change in the condition of the Group. Under the terms of
the Placing Agreement, the Company has agreed to pay Panmure Liberum, in
consideration for its services in respect of the Placing, commissions
representing a percentage of the gross proceeds raised in the Offer.
The Placing Shares are being offered by way of the Bookbuild, which will be
launched immediately following this Announcement in accordance with the terms
and conditions set out in Appendix 1 to this Announcement.
The Bookbuild will determine final demand for and participation in the
Placing. The timing of the closing of the Bookbuild is at the absolute
discretion of the Company and Panmure Liberum. The allocations will be
determined by the Company and Panmure Liberum in their absolute discretion and
will be confirmed orally or by email to Placees by Panmure Liberum following
the close of the Bookbuild. A further announcement of the results of the
Fundraise will be made by the Company following the completion of the
Bookbuild.
Members of the public are not entitled to participate in the Placing. The
Placing Shares will be issued credited as fully paid and will rank in full for
all dividends and other distributions declared, made or paid after the
admission of the Placing Shares and will otherwise rank on admission pari
passu in all respects with the existing Ordinary Shares. The Placing Shares
are not being offered or sold in any jurisdiction where it would be unlawful
to do so. The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Panmure Liberum will
subscribe for redeemable preference shares in JerseyCo, a Jersey incorporated
wholly owned subsidiary of the Company, for an amount approximately equal to
the net proceeds of the Placing. The Company will allot and issue the Placing
Shares on a non-pre-emptive basis to Placees in consideration for the transfer
of the redeemable preference shares in JerseyCo that will be issued to Panmure
Liberum.
The Retail Offer is not made subject to the terms and conditions set out in
Appendix 1 to this Announcement, and instead a separate announcement will be
made shortly regarding the Retail Offer and its terms. The Retail Offer will
be effected by way of a placing of new Ordinary Shares in the Company for
non-cash consideration. PrimaryBid will subscribe for redeemable preference
shares in JerseyCo, a Jersey wholly owned subsidiary of the Company, for an
amount approximately equal to the net proceeds of the Retail Offer. The
Company will allot and issue Retail Offer Shares on a non-pre-emptive basis to
investors in the Retail Offer in consideration for the transfer of the
redeemable preference shares in JerseyCo that will be issued to PrimaryBid.
Similarly, the Direct Subscription and the Management Subscription are not
part of the Placing and are not made subject to the terms and conditions set
out in Appendix 1. The Direct Subscription Shares and Management
Subscription Shares will be issued pursuant to the allotment and
disapplication of pre-emption rights authorities granted at the AGM.
Director Participation
Members of the Board have indicated their intention to subscribe new Ordinary
Shares in an aggregate amount of £38,850 as part of the Fundraise as detailed
below:
Board Role Subscription value
Ken Lever Non-Executive Chair £25,000
Stephen Kelly Executive Director, CEO £10,000
Peter Lees Senior Independent Non-Executive Director £3,850*
*Exchange rate used is GBP:USD 1.29835 as at 4.30 p.m. 15 July 2024 and
throughout this announcement
Admission, Settlement and CREST
Application will be made to the London Stock Exchange for the Offer Shares to
be admitted to trading on AIM. It is expected that Admission will be effective
and trading in the Offer Shares will commence at 8.00 a.m. on 22 July 2024.
The Articles permit the Company to issue shares in uncertificated form. CREST
is a computerised paperless share transfer and settlement system which allows
shares and other securities to be held in electronic rather than paper form.
The existing Ordinary Shares are already admitted to CREST and therefore the
Offer Shares will also be eligible for settlement in CREST. The Offer Shares
due to uncertificated holders are expected to be delivered in CREST on 22 July
2024.
Expected Timetable for the Fundraise
Announcement of the results of the Fundraise
7.00 a.m. on 17 July 2024
Admission and commencement of dealing in the Offer Shares
8.00 a.m. on or around 22 July 2024
CREST accounts to be credited with Offer Shares
As soon as possible following Admission
Each of the times and dates in this Announcement refer to London time and are
subject to change. Any such change will be notified to Shareholders by an
announcement on a Regulatory Information Service.
Attention is also drawn to the section headed 'Important Information' and to
Appendix 1 to this Announcement containing, inter alia, the terms and
conditions of the Placing (representing important information for Placees
only). The number of Placing Shares to be placed in connection with the
Placing will be agreed by the Company and Panmure Liberum at the close of the
Bookbuild process, and the results of the Placing will be announced as soon as
practicable thereafter. The timing of the closing of the book, pricing and
allocations is at the absolute discretion of Company and Panmure Liberum.
Terms used but not defined elsewhere in this Announcement shall have the
meanings given to such terms in the definitions section in Appendix 2 to this
Announcement.
This Announcement is released by Cirata plc and contains inside information
for the purposes of Article 7 of the UK Market Abuse Regulation, and is
disclosed in accordance with the Company's obligations under Article 17 of the
UK Market Abuse Regulation.
Market soundings (as defined in the UK Market Abuse Regulation) were taken in
respect of the Placing with the result that certain persons became aware of
inside information (as defined in the UK Market Abuse Regulation), as
permitted by the UK Market Abuse Regulation. 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.
The person responsible for arranging the release of this announcement on
behalf of Cirata plc is Larry Webster, Company Secretary.
For further information, please contact:
Cirata Via FTI Consulting
Stephen Kelly, Chief Executive Officer
Ijoma Maluza, Chief Financial Officer
Daniel Hayes, Investor Relations
Panmure Liberum (Joint Broker and Sole Bookrunner) +44 (0)20 3100 2000
Max Jones / Rupert Dearden / John More / Anake Singh
FTI Consulting +44 (0)20 3727 1137
Matt Dixon / Kwaku Aning / Usama Ali
Stifel (Nomad and Joint Broker) +44 (0)20 7710 7600
Fred Walsh / Ben Good / Sarah Wong
IMPORTANT INFORMATION
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or the Republic of South Africa or any other jurisdiction in which the
same would be unlawful. Other than the Retail Offer, no public offering of the
Offer Shares is being made in any such jurisdiction.
No action has been taken by the Company, Panmure Liberum, any of their
respective Affiliates, or any person acting on its or their behalf that would
permit an offer of the Offer Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Offer Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and Panmure Liberum to inform themselves about, and to observe, such
restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no prospectus is required (in accordance with Regulation
(EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or assimilated
Regulation (EU) No 2017/1129 (as amended) as it forms part of the laws of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as
amended) (the "UK Prospectus Regulation")) to be published. Persons needing
advice should consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Offer Shares will be
offered and sold only (i) outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the Securities
Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance
with applicable laws; and (ii) in the United States to persons who are
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) ("QIBs") and who have executed and delivered to the Company and Panmure
Liberum a US Investor Letter substantially in the form provided to it, in each
case, pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the Securities
will be made in the United States or elsewhere.
The Fundraise has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Fundraise, or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal offence in
the United States.
This Announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing, Direct
Subscription or Management Subscription. This Announcement is directed at and
is only being distributed to: (a) if in a member state of the European
Economic Area (the "EEA"), qualified investors ("Qualified Investors") within
the meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the
United Kingdom, qualified investors within the meaning of Article 2(e) of the
UK Prospectus Regulation who are also (i) persons having professional
experience in matters relating to investments who fall within the definition
of "investment professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
or (ii) high net worth companies, unincorporated associations and partnerships
and trustees of high value trusts as described in Article 49(2)(a) to (d) of
the Order ("UK Qualified Investors"); or (c) other persons to whom it may
otherwise be lawfully communicated (all such persons together being "Relevant
Persons").
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
The 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 Offer Shares and the Offer 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 Offer Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction in which such activities
would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix 1 to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and the Group. Words such as "believes",
"anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts involve
risk and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors that could
cause actual results or developments to differ materially from those expressed
or implied by these forward-looking statements and forecasts. As a result, the
Group's actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations expressed
or implied by these forward-looking statements. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
The Company, its directors, Panmure Liberum, their respective Affiliates and
any person acting on its or their behalf each expressly disclaim any
obligation or undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise, unless required to do so by applicable law or regulation, the FCA
or the London Stock Exchange.
Panmure Liberum is authorised and regulated in the United Kingdom by the FCA
and is acting exclusively for the Company and no one else in connection with
the Placing, the contents of this Announcement or any other matters described
in this Announcement. Panmure Liberum will not regard any other person as its
client in relation to the Placing, the content of this Announcement or any
other matters described in this Announcement and will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice to any other
person in relation to the Placing, the content of this Announcement or any
other matters referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Panmure Liberum, any of its Affiliates or any person acting on its
or their behalf as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraise. Any indication
in this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Offer
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the Offer Shares will be made pursuant to an exemption under the
UK Prospectus Regulation or the EU Prospectus Regulation from the requirement
to produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which section 21(1)
of the Financial Services and Markets Act, 2000, as amended does not apply.
The Offer Shares to be issued or sold pursuant to the Fundraise will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "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 Sole
Bookrunner 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 Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
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/or any
equivalent requirements elsewhere to the extent determined to be applicable,
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 and/or any equivalent requirements elsewhere to the
extent determined to be applicable) 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 investors 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 Sole 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 1 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND
THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE 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,
UNLESS OTHERWISE AGREED BY THE SOLE BOOKRUNNER: (A) IF IN A MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS
("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (AS AMENDED) (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED
KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF REGULATION (EU) 2017/1129 (AS AMENDED) AS IT FORMS PART OF THE LAWS OF
THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS
AMENDED) (THE "UK PROSPECTUS REGULATION") WHO ARE: (I) PERSONS WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK
QUALIFIED INVESTORS"); OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS
ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
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 US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN
THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH
CASE, AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY RELEVANT
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS AND; (II) IN THE UNITED STATES (A) TO A LIMITED NUMBER OF
"QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT OR (B) OTHERWISE, PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE
SECURITIES MENTIONED HEREIN IN THE UNITED STATES. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM, ANY
OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE WHERE SUCH OFFERING
WOULD BE UNLAWFUL. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON
INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan, New Zealand or the Republic of South Africa
or any jurisdiction in which such release, publication or distribution is
unlawful (each a "Restricted Territory"). The distribution of this
Announcement, the Placing and/or the offer or sale of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been taken by
the Company or by Panmure Liberum Limited ("Panmure Liberum") or any of their
respective Affiliates or any of its or their respective agents, directors,
officers or employees (collectively "Representatives") which would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
distributing any part of this Announcement must satisfy themselves that it is
lawful to do so. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any such
action. Persons into whose possession this Announcement comes are required by
the Company and Panmure Liberum to inform themselves about, and to observe,
any such restrictions.
This Announcement does not itself constitute or form part of an offer to sell
or issue or the solicitation of an offer to buy or acquire securities referred
to herein in the United States or any other Restricted Territory or any
jurisdiction where such offer or solicitation is unlawful.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable,
from the requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in circumstances to
which section 21(1) of the Financial Services and Markets Act 2000, as amended
(the "FSMA") does not apply.
The Placing has not been approved and will not be approved or disapproved by
the U.S. Securities and Exchange Commission, any state securities commission
in the United States or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed the merits
of the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
None of the Company, Panmure Liberum, any of their respective Affiliates or
any of its or their respective Representatives makes any representation or
warranty, express or implied, to any Placees regarding any investment in the
securities referred to in this Announcement under the laws applicable to such
Placees.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Panmure Liberum, any of its Affiliates or any of its or their
respective Representatives as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any party or its advisers, and any
liability therefore is expressly disclaimed.
Panmure Liberum is acting exclusively for the Company and no-one else in
connection with the Placing and is not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the protections
afforded to their clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to acquire Placing Shares, including any individuals, funds or others on whose
behalf a commitment to acquire Placing Shares is given (the "Placees") will be
deemed (i) to have read and understood this Announcement, including this
Appendix, in its entirety; (ii) to be participating and making such offer on
the terms and conditions contained in this Appendix; and (iii) to be providing
(and shall only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. if it is in a member state of the EEA, it is a Qualified
Investor;
3. if it is in the United Kingdom, it is a UK Qualified Investor;
4. it is acquiring Placing Shares for its own account or is
acquiring Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does make the
representations, warranties, undertakings, agreements, acknowledgments and
indemnities contained in this Announcement;
5. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable): (i) the Placing Shares 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 a member state of
the EEA other than Qualified Investors, or persons in the United Kingdom other
than UK Qualified Investors or in circumstances in which the prior consent of
Panmure Liberum has been given to each proposed offer or resale; or (ii) where
the Placing Shares have been acquired by it on behalf of persons in a member
state of the EEA other than Qualified Investors, or in the United Kingdom
other than UK Qualified Investors, the offer of those Placing Shares to it is
not treated under the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable) as having been made to such persons;
6. it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix;
7. it understands that the Placing Shares have not been and will not
be registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States and may not
be offered, sold, resold or transferred, delivered or distributed, directly or
indirectly, within, into or in the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States;
8. if not a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act ("Rule 144A") who has delivered to the Company and
Panmure Liberum a US Investor Letter in the form provided to it, (i) it and
the person(s), if any, for whose account or benefit it is subscribing for the
Placing Shares are purchasing the Placing Shares in an "offshore transaction"
as defined in Regulation S; (ii) it is aware of the restrictions on the offer
and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing
Shares have not been offered to it by means of any "directed selling efforts"
as defined in Regulation S; and
9. the Company and Panmure Liberum are authorised to rely upon the
truth and accuracy of, and compliance with, the foregoing representations,
warranties, undertakings, agreements and acknowledgements. Each Placee hereby
agrees with Panmure Liberum and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if Panmure Liberum
confirms (orally or in writing) to such Placee its allocation of Placing
Shares.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
(including the Appendix) should seek appropriate advice before taking any
action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with Panmure Liberum and the Company to be
bound by these terms and conditions as being the terms and conditions upon
which Placing Shares will be acquired.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, Panmure Liberum will today commence the Bookbuild
to determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. The book will open with immediate effect.
Panmure Liberum and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Panmure Liberum is acting as sole global coordinator and bookrunner in
connection with the Placing. Panmure Liberum is not acting for the Company
with respect to any other part of the Offer (including the Direct
Subscription, the Management Subscription and the Retail Offer).
Panmure Liberum has today entered into an agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out therein,
it has agreed, as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for the Placing Shares in such number
and at a price to be determined following completion of the Bookbuild. The
timing of the closing of the book, pricing and allocations are at the
discretion of the Company and Panmure Liberum.
Subject to the execution of the Terms of Placing and the Placing Agreement not
terminating in accordance with its terms, Panmure Liberum has agreed with the
Company, in the event of any default by any Placee in paying the Offer Price
in respect of any Placing Shares allotted to it, to take up such Placing
Shares itself at the Offer Price.
The Offer Shares will, when issued, 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
in respect of the Ordinary Shares after the Closing Date. The Offer Shares
will be issued free of any encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary Shares in the
Company for non-cash consideration. Panmure Liberum will subscribe for
redeemable preference shares in JerseyCo, a Jersey incorporated wholly owned
subsidiary of the Company, for an amount approximately equal to the net
proceeds of the Placing. The Company will allot and issue the Placing Shares
on a non-pre-emptive basis to Placees in consideration for the transfer of the
redeemable preference shares in JerseyCo that will be issued to Panmure
Liberum. The Placing is fully underwritten.
Application for admission to trading of the Offer Shares
Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for admission of the Offer Shares to trading on AIM in accordance
with the AIM Rules ("Admission"). It is expected that Admission will become
effective at 8.00 a.m. on 22 July 2024 or such later time and date (being not
later than 8.00 a.m. on 29 July 2024) as the Sole Bookrunner and the Company
may agree.
Participation in, and principal terms of, the Placing
1. Panmure Liberum is arranging the Placing as agent of
the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by Panmure
Liberum.
3. The results of the Placing, including the number of
Placing Shares, will be announced on a Regulatory Information Service
following the completion of the Bookbuild (the "Results Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual sales contact
at Panmure Liberum. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire at the Offer Price. Bids may be
scaled down by Panmure Liberum in its sole discretion.
5. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent of Panmure
Liberum, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee's obligations will be owed to the Company
and Panmure Liberum. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Panmure Liberum, to pay to Panmure
Liberum (or as it may direct) as agent for the Company in cleared funds an
amount equal to the product of the Offer Price and the number of Placing
Shares that such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee.
6. The Bookbuild will open with immediate effect
following release of this Announcement and is expected to close no later than
10.00 p.m. (London time) on 16 July 2024, but may be closed earlier or later
at the discretion of Panmure Liberum. Panmure Liberum may, in agreement with
the Company, accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the prior agreement of Panmure Liberum) to
vary the number of shares to be issued pursuant to the Placing, in its
absolute discretion.
7. Each Placee's allocation will be determined by the Company in
consultation with Panmure Liberum and will be confirmed to Placees orally or
in writing by Panmure Liberum following the close of the Bookbuild and a trade
confirmation will be dispatched as soon as possible thereafter. That oral or
written confirmation (at Panmure Liberum's discretion) to such Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of Panmure Liberum and the
Company, under which such Placee agrees to acquire the number of Placing
Shares allocated to it and to pay the Offer Price for each such Offer Share on
the terms and conditions set out in this Appendix and in accordance with the
Company's constitutional documents.
8. Panmure Liberum may, notwithstanding paragraphs 4 and 7
above, and subject to the prior consent of the Company: (i) allocate Placing
Shares after the time of any initial allocation to any person submitting a bid
after that time; and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The acceptance of bids
shall be at the absolute discretion of Panmure Liberum. The Company reserves
the right (upon agreement with Panmure Liberum) to reduce or seek to increase
the amount to be raised pursuant to the Placing.
9. The allocation of Placing Shares to Placees located
in the United States shall be conditional on the delivery by each Placee of a
US Investor Letter substantially in the form provided to it.
10. Except as required by law or regulation, no press
release or other announcement will be made by Panmure Liberum or the Company
using the name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Right to Terminate the
Placing Agreement".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by Panmure
Liberum.
14. By participating in the Placing, each Placee agrees with
the Company and Panmure Liberum that the exercise or non-exercise by Panmure
Liberum of any right of termination or other right or other discretion under
the Placing Agreement shall be within the absolute discretion of Panmure
Liberum or for agreement between the Company and Panmure Liberum (as the case
may be) and that neither the Company nor Panmure Liberum need make any
reference to, or consult with, Placees and that none of the Company, Panmure
Liberum, any of their respective Affiliates nor any of its or their respective
Representatives shall have any liability to Placees whatsoever in connection
with any such exercise or failure to so exercise or otherwise.
15. To the fullest extent permissible by law, neither Panmure
Liberum nor any of its Affiliates nor any of its or their respective
Representatives shall have any responsibility or liability to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise). In
particular, neither Panmure Liberum, nor any of its Affiliates nor any of its
or their respective Representatives shall have any responsibility or liability
(including to the fullest extent permissible by law, any fiduciary duties) in
respect of Panmure Liberum's conduct of the Bookbuild or of such alternative
method of effecting the Placing as Panmure Liberum and its Affiliates and the
Company may agree.
16. The Placing Shares will be issued subject to the terms and
conditions of this Appendix and each Placee's commitment to acquire 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 Panmure Liberum's conduct of the
Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The obligations
of Panmure Liberum under the Placing Agreement are conditional on certain
conditions, including, amongst other things:
(a) the Terms of Placing having been executed by the Company
and Panmure Liberum;
(b) the publication by the Company of the Results
Announcement through a Regulatory Information Service as soon as reasonably
practicable following the execution of the Terms of Placing;
(c) neither the Company nor JerseyCo being in breach of any
of their respective obligations and undertakings under the Placing Agreement
or the Subscription and Transfer Agreement which fall to be performed or
satisfied prior to Admission;
(d) each of the warranties given by the Company contained in the
Placing Agreement being true, accurate and not misleading: (i) as at and on
the date of the Placing Agreement; (ii) as at the time of the execution of the
Terms of Placing; and (iii) as at and on Admission, in each case, as though
they had been given and made at such times and on such dates by reference to
the facts and circumstances from time to time subsisting;
(e) no matter having arisen in respect of which
indemnification or contribution may be sought from the Company by any
indemnified person under the Placing Agreement;
(f) delivery of certain customary documents;
(g) the Company having allotted, subject only to Admission,
the Offer Shares;
(h) (i) each Retail Offer Document remaining in full force
and effect, not having lapsed or been terminated or amended in accordance with
its terms prior to Admission; (ii) no condition to which any such document is
subject having become incapable of satisfaction and not having been waived
prior to Admission; and (iii) no event having arisen prior to Admission which
gives a party thereto a right to terminate any such document;
(i) (i) each Direct Subscription Agreement and Management
Subscription Letter having been executed prior to the execution of the Terms
of Placing, remaining in full force and effect, not having lapsed or been
terminated or amended in accordance with its terms prior to Admission; (ii) no
condition to which any such document is subject having become incapable of
satisfaction and not having been waived prior to Admission; and (iii) no event
having arisen prior to Admission which gives a party thereto a right to
terminate any such document;
(j) (i) the Subscription and Transfer Agreement remaining
in full force and effect, not having lapsed or been terminated or amended in
accordance with its terms prior to Admission; (ii) no condition to which the
Subscription and Transfer Agreement is subject having become incapable of
satisfaction and not having been waived prior to Admission (save for the
condition relating to Admission); and (iii) no event having arisen prior to
Admission which gives a party thereto a right to terminate the Subscription
and Transfer Agreement; and
(k) Admission occurring by 8.00am on 22 July 2024 (or such later
time and/or date as Panmure Liberum and the Company may agree in writing,
being not later than 8.00 a.m. on 29 July 2024),
(all conditions to the obligations of Panmure Liberum included in the Placing
Agreement being together, the "Conditions").
If, at Admission, any of the Conditions are not fulfilled or, where permitted,
waived or extended by Panmure Liberum in accordance with the Placing
Agreement, the Placing will lapse and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placing is acting) in respect
thereof.
Panmure Liberum may, at its discretion and upon such terms and conditions as
it thinks fit, waive satisfaction of certain of the Conditions (save that
certain Conditions cannot be waived) or extend the time provided for their
satisfaction. Any such waiver or extension will not affect Placees'
commitments as set out in this Announcement.
Neither Panmure Liberum, nor any of its Affiliates nor any of its or their
respective Representatives shall have any liability or responsibility to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it or another person may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any Condition nor for any decision it may make as to the satisfaction of
any Condition or in respect of the Placing generally and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of Panmure Liberum. Placees will have no rights against Panmure
Liberum, the Company or any of their respective Affiliates under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise.
Right to Terminate the Placing Agreement
Panmure Liberum, in its absolute discretion, may prior to Admission terminate
the Placing Agreement in accordance with its terms in certain circumstances,
including, amongst other things:
(a) any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the Placing is or
has become untrue, inaccurate or misleading in any respect, or any matter has
arisen which would, if such document or announcement had been issued at that
time, constitute an inaccuracy or omission from such document or announcement;
(b) there has been a breach by the Company of any of its
obligations under the Placing Agreement or the Subscription and Transfer
Agreement;
(c) there has been a breach by the Company of any of the warranties
or representations contained in the Placing Agreement or any of such
warranties or representations is not, or ceases to be, true, accurate and not
misleading;
(d) there has been a breach by JerseyCo of any of its
obligations under the Subscription and Transfer Agreement;
(e) there has been a breach of any provision of any Direct
Subscription Agreement, Management Subscription Letter or Retail Offer
Document or a waiver of any condition thereto; or
(f) in the opinion of Panmure Liberum (acting in good
faith), there has been a Material Adverse Change;
(g) there has occurred, or in the opinion of Panmure Liberum
(acting in good faith) it is reasonably likely that there will occur, certain
customary force majeure events; or
(h) if the Company's application for Admission are withdrawn or
refused by the London Stock Exchange or, in the opinion of Panmure Liberum
(acting in good faith), will not be granted.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim may
be made by any Placee in respect thereof.
No Admission Document or Prospectus
No prospectus, offering memorandum, offering document or admission document
has been or will be prepared or submitted to be approved by the FCA or the
London Stock Exchange (or any other authority) in relation to the Placing or
Admission and no prospectus is required (in accordance with the UK Prospectus
Regulation or otherwise) to be published in the United Kingdom or any
equivalent jurisdiction.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and the business and
financial information that the Company is required to publish or has published
in accordance with the AIM Rules or the UK Market Abuse Regulation via a
Regulatory Information Service and any Exchange Information (as defined below)
and subject to the further terms set forth in the electronic contract note
and/or electronic trade confirmation to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the Exchange Information previously and
simultaneously released by or on behalf of the Company is exclusively the
responsibility of the Company and has not been independently verified by
Panmure Liberum. Each Placee, by accepting a participation in the Placing,
further confirms to the Company and Panmure Liberum that it has neither
received nor relied on any other information, representation, warranty or
statement made by or on behalf of the Company (other than the Exchange
Information and/or publicly available information) or Panmure Liberum or its
Affiliates or any other person and none of the Company, Panmure Liberum, any
of their respective Affiliates, any of its or their respective Representatives
nor any other person will be liable for any Placee's decision to participate
in the Placing based on any other information, representation, warranty or
statement which the Placees may have obtained or received (regardless of
whether or not such information, representation, warranty or statement was
given or made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Each Placee should not consider any
information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own legal adviser, tax adviser and/or business
adviser for legal, tax and business advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude or limit the liability
of any person for fraudulent misrepresentation by that person.
Lock-up Arrangements
The Company has undertaken to Panmure Liberum that, between the date of the
Placing Agreement and the date which is 180 calendar days after the Closing
Date, it will not, without the prior written consent of Panmure Liberum, (i)
directly or indirectly, issue, allot, offer, lend, mortgage, assign, charge,
pledge, sell, contract to sell or issue, sell any option or contract to
purchase, purchase any option or contract to sell or issue, grant any option,
right or warrant to purchase, lend or otherwise transfer or dispose of,
directly or indirectly, any Ordinary Shares or interest in Ordinary Shares or
any securities convertible into or exercisable or exchangeable for, or
substantially similar to, Ordinary Shares or any interest in Ordinary Shares;
or (ii) enter into any swap or other transaction or arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership
of Ordinary Shares or other shares in the capital of the Company, whether any
such swap or transaction described in (i) or (ii) above is to be settled by
delivery of Ordinary Shares or other shares in the capital of the Company or
such other securities, in cash or otherwise, subject to certain customary
carve-outs agreed between Panmure Liberum and the Company including the grant
of options under, or the allotment and issue of shares pursuant to options
under, any employee share schemes of the Company which are either in existence
and have been disclosed as at the date of the Placing Agreement.
By participating in the Placing, Placees agree that the exercise by Panmure
Liberum of any power to grant consent to waive the aforementioned undertaking
by the Company shall be within the absolute discretion of Panmure Liberum and
that they need not make any reference to, or consult with, Placees and that
they shall have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: JE00B6Y3DV84)
following Admission will take place within the CREST system, subject to
certain exceptions. The Company and Panmure Liberum 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 may deem necessary,
including in certificated form, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent an electronic contract note and/or
electronic trade confirmation in accordance with the standing arrangements in
place with Panmure Liberum stating the number of Placing Shares to be
allocated to it at the Offer Price, the aggregate amount owed by such Placee
to Panmure Liberum or its sub-agent 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 that it has in place with Panmure Liberum
in respect of the Placing Shares or as otherwise as Panmure Liberum may
direct.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by Panmure Liberum as agent for and on behalf of
the Company and Panmure Liberum will enter its delivery (DEL) instruction into
the CREST system. Panmure Liberum will hold any Placing Shares delivered to
its account as nominee for the Placees procured by it. The input to CREST by a
Placee of a matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
Settlement will be on a delivery versus payment basis in accordance with the
instructions given to Panmure Liberum and is expected to take place three
Business Days after the publication of the Results Announcement.
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
SONIA as determined by Panmure Liberum.
Each Placee agrees that, if it does not comply with these obligations, the
relevant Placee shall be deemed hereby to have irrevocably and unconditionally
appointed Panmure Liberum, or any nominee of Panmure Liberum as its agent to
use its reasonable endeavours to sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds
an amount equal to the aggregate amount owed by the Placee plus any interest
due thereon. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any stamp duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties thereon 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,
each Placee confers on Panmure Liberum all such authorities and powers
necessary to carry out any such transaction and agrees to ratify and confirm
all actions which Panmure Liberum lawfully takes on such Placee's behalf. Each
Placee agrees that Panmure Liberum's rights and benefits under this paragraph
may be assigned in its discretion.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note and/or
electronic trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or UK stamp duty reserve
tax. If there are any circumstances in which any other stamp duty or stamp
duty reserve tax or other similar taxes or duties (and/or any interest, fines
or penalties relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or, for the avoidance of
doubt if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing Shares),
neither Panmure Liberum nor the Company shall be responsible for the payment
thereof.
Representations, warranties, undertakings and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any person on behalf of which it is
acting) with Panmure Liberum (in its capacity as bookrunner and as placing
agent of the Company in respect of the Placing) and the Company, in each case
as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement,
including this Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition of Placing Shares is subject to
and based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Bookbuild, the Placing,
the Company, the Placing Shares or otherwise;
2. it acknowledges and agrees that its participation in
the Placing on the terms set out in this Announcement is legally binding,
irrevocable and is not capable of termination or rescission by it in any
circumstances;
3. no offering document, prospectus, offering memorandum
or admission document has been or will be prepared in connection with the
Placing or is required under the EU Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a prospectus, offering
memorandum, admission document or other offering document in connection with
the Bookbuild, the Placing, Admission or the Placing Shares;
4. it has the power and authority to carry on the
activities in which it is engaged acquire Placing Shares and to execute and
deliver all documents necessary for such subscription;
5. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Ordinary Shares are admitted to
trading on AIM and that the Company is therefore required to publish certain
business and financial information in accordance with the UK Market Abuse
Regulation and rules and regulations of the London Stock Exchange (including
the AIM Rules) (collectively and together with the information referred to in
(i) above, the "Exchange Information") which includes a description of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years, and that
it has reviewed such Exchange Information and that it is able to obtain or
access such information, or comparable information concerning any other
publicly traded company, in each case without undue difficulty; and (iii) it
has had access to such financial and other information (including the
business, financial condition, prospects, creditworthiness, status and affairs
of the Company, the Placing and the Placing Shares) concerning the Company,
the Placing and the Placing Shares as it has deemed necessary in connection
with its own investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and has relied on that
investigation for the purposes of its decision to participate in the Placing;
6. neither Panmure Liberum, nor the Company, nor any of
their respective Affiliates, nor any of its or their respective
Representatives nor any person acting on behalf of any of them has provided,
and none of them will provide, it with any material or information regarding
the Placing Shares, the Bookbuild, the Placing or the Company or any other
person other than this Announcement, nor has it requested Panmure Liberum, the
Company, any of their respective Affiliates, any of its or their respective
Representatives or any person acting on behalf of any of them to provide it
with any such material or information;
7. unless otherwise specifically agreed with Panmure
Liberum, it and any person on behalf of which it is participating is not, and
at the time the Placing Shares are acquired, neither it nor the beneficial
owner of the Placing Shares will be, a resident of a Restricted Territory or
any other jurisdiction in which it is unlawful to make or accept an offer to
acquire the Placing Shares;
8. the Placing Shares have not been and will not be
registered or otherwise qualified, for offer and sale, nor will an offering
document, prospectus, offering memorandum or admission document be cleared or
approved in respect of any of the Placing Shares under the securities
legislation of the United States or any other Restricted Territory and,
subject to certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such action for that
purpose is required;
9. the content of this Announcement has been prepared by
and is exclusively the responsibility of the Company and that neither Panmure
Liberum, nor any of its Affiliates, nor any of its or their respective
Representatives nor any person acting on behalf of any of them has made any
representations to it, express or implied, with respect to the Company, the
Bookbuild, the Placing and the Placing Shares or the truth, accuracy,
completeness or adequacy of this Announcement or the Exchange Information, nor
has or shall have any responsibility or liability for any information,
representation or statement contained in this Announcement or any information
previously or simultaneously published by or on behalf of the Company,
including, without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or any
information previously or simultaneously published by or on behalf of the
Company or otherwise. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
10. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange Information, that it
has received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares,
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by the Sole
Bookrunner or the Company or any of their respective Affiliates or its or
their respective Representatives or any person acting on behalf of any of them
and neither Panmure Liberum, nor the Company, nor any of their respective
Affiliates nor any of its or their respective Representatives will be liable
for any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or statement;
11. it has relied on its own investigation, examination and
due diligence of the business, financial or other position of the Company for
the purposes of its decision to participate in the Placing and has satisfied
itself that the information resulting from such investigation is still
current;
12. it has not relied on any information relating to the
Company contained in any research reports prepared by Panmure Liberum, any of
its Affiliates or any person acting on its or their behalf and understands
that: (i) neither Panmure Liberum, nor any of its Affiliates, nor any person
acting on its or their behalf has or shall have any responsibility or
liability for: (x) public information or any representation; or (y) any
additional information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement or
otherwise; and (ii) neither Panmure Liberum, nor any of its Affiliates, nor
any person acting on its or their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this Announcement
or otherwise;
13. (i) the allocation, allotment, issue and delivery to it,
or the person specified by it for registration as holder of Placing Shares
will not give rise to a liability under any of sections 67, 70, 93 or 96 of
the Finance Act 1986 (depositary receipts and clearance services); (ii) it is
not participating in the Placing as nominee or agent for any person to whom
the allocation, allotment, issue or delivery of the Placing Shares would give
rise to such a liability; and (iii) the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
14. that no action has been or will be taken by the Company,
Panmure Liberum or any person acting on behalf of the Company or Panmure
Liberum that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where any such
action for that purpose is required;
15. (i) it (and any person acting on its behalf) is entitled to
acquire, the Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid or will pay any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it has fully
observed such laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities; (iv) it has not taken
any action or omitted to take any action which will or may result in Panmure
Liberum, the Company, any of their respective Affiliates or any of its or
their respective Representatives acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing; and (v) the
acquisition of the Placing Shares by it or any person acting on its behalf
will be In compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;
16. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to enable it
to commit to its participation in the Placing and to perform its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement) and will honour such
obligations;
17. it understands and has complied with its obligations under
the Criminal Justice Act 1993, the UK Market Abuse Regulation, any delegating
acts, implementing acts, technical standards and guidelines, and in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017, the FCA's SYSC and any
related or similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect thereof
(together the "Regulations") and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations. If
within a reasonable time after a request for verification of identity, Panmure
Liberum has not received such satisfactory evidence, Panmure Liberum may, in
its absolute discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to Panmure Liberum will be returned
without interest to the account of the drawee bank or CREST account from which
they were originally debited;
18. it is acting as principal only in respect of the Placing
or, if it is acting for any other person: (i) it is duly authorised to do so
and has full power to make, and does make, the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to Panmure Liberum and
the Company for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for another person).
Each Placee agrees that the provisions of this paragraph shall survive the
resale of the Placing Shares by or on behalf of any person for whom it is
acting;
19. it is a Relevant Person and undertakes that it will (as
principal or agent) acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its business only;
20. it understands that any investment or investment
activity to which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and further
understands that this Announcement must not be acted on or relied on by
persons who are not Relevant Persons;
21. if it is in a member state of the EEA, it is a Qualified
Investor;
22. if it is in the United Kingdom, it is a UK Qualified
Investor;
23. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i) the
Placing Shares acquired by it in the Placing will not be acquired for on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to persons in a member state of the EEA other than
Qualified Investors, or persons in the United Kingdom other than UK Qualified
Investors or in circumstances in which the prior consent of Panmure Liberum
has been given to each such proposed offer or resale; or (ii) where the
Placing Shares have been acquired by it on behalf of persons in any member
state of the EEA other than Qualified Investors, or in the United Kingdom
other than UK Qualified Investors, the offer of those Placing Shares to it is
not treated under the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable) as having been made to such persons;
24. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be registered
under the Securities Act or under the applicable securities laws of any state
or other jurisdiction of the United States; and (ii) no representation has
been made as to the availability of any exemption under the Securities Act or
any relevant state or other jurisdiction's securities laws for the reoffer,
resale, pledge or transfer of the Placing Shares;
25. the Placing Shares are being offered and sold on behalf of
the Company: (i) outside the United States in offshore transactions (as
defined in Regulation S) pursuant to Regulation S under the Securities Act;
and (ii) in the United States solely to investors reasonably believed to be
QIBs (as defined in Rule 144A under the Securities Act) pursuant to an
exemption from, or transaction not subject to, the registration requirements
under the Securities Act;
26. it and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are acquired will be either: (i)
outside the United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the Securities Act; or (ii) a QIB which has duly executed and delivered
to Panmure Liberum or its Affiliates a US Investor Letter substantially in the
form provided to it;
27. 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;
28. it is acquiring the Placing Shares for investment
purposes and is not subscribing for the Placing Shares with a view to, or for
offer and sale in connection with, any distribution thereof (within the
meaning of the Securities Act) that would be in violation of the securities
laws of the United States or any state thereof;
29. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing (including electronic copies thereof),
in or into any Restricted Territory to any person and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
30. where it is acquiring the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account to
acquire the Placing Shares for each managed account and it has full power to
make, and does make, the acknowledgements, representations and agreements
herein on behalf of each such account;
31. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable laws and
regulations;
32. it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any Placing Shares
to persons in the United Kingdom, except to persons whose ordinary activities
involve them acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of section 85(1) of the
FSMA;
33. any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and that it
has not offered or sold and will not offer or sell any Placing Shares to
persons in the EEA prior to Admission except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
34. 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;
35. it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of the FSMA and the
Financial Services Act 2012) with respect to anything done by it or on its
behalf in relation to the Placing Shares;
36. if it has received any "inside information" as defined
in the UK Market Abuse Regulation or the Criminal Justice Act 1993 about the
Company in advance of the Placing, it has not: (i) dealt in the securities of
the Company; (ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to any person
except as permitted by the UK Market Abuse Regulation and the Criminal Justice
Act 1993, prior to the information being made publicly available;
37. (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire and it (and
any person acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due time and date
set out herein against delivery of such Placing Shares to it, failing which
the relevant Placing Shares may be placed with other persons or sold as
Panmure Liberum (or its assignee) may in its discretion determine and without
liability to such Placee. It will, however, remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest, fines or penalties) imposed in any jurisdiction
due pursuant to the terms set out or referred to in this Announcement which
may arise upon the sale of such Placee's Placing Shares on its behalf;
38. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and required,
to acquire, and that Panmure Liberum or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
39. neither Panmure Liberum, nor any of its Affiliates, nor
any of its or their respective Representatives nor any person acting on behalf
of any of them, is making any recommendations to it or advising it regarding
the suitability or merits of any transactions it may enter into in connection
with the Placing and participation in the Placing is on the basis that it is
not and will not be a client of Panmure Liberum and Panmure Liberum has no
duties or responsibilities to it for providing the protections afforded to its
clients or customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of the
Sole Bookrunner's rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
40. the exercise by Panmure Liberum of any right or
discretion under the Placing Agreement shall be within its absolute discretion
and Panmure Liberum need not have any reference to any Placee and shall have
no liability to any Placee whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees that it has
no rights against Panmure Liberum, the Company or any of their respective
Affiliates under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended) or otherwise;
41. the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may
be. Neither Panmure Liberum, nor the Company nor any of their respective
Affiliates will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any interest,
fines or penalties) resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee in connection with the
Placing agrees to indemnify the Company, Panmure Liberum, their respective
Affiliates and its and their respective Representatives in respect of the same
on an after-tax basis on the basis that the Placing Shares will be allotted to
the CREST stock account of Panmure Liberum who will hold them as nominee on
behalf of such Placee until settlement in accordance with its standing
settlement instructions;
42. these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions (including any
non-contractual or other obligations arising out of or in connection with such
agreements) shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (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
Panmure Liberum or the Company in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
43. each of the Company, Panmure Liberum, their respective
Affiliates, its and their respective Representatives and others will rely upon
the truth and accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are given to the
Sole Bookrunner on its own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises Panmure Liberum and the Company to
produce this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
44. it will indemnify on an after-tax-basis and hold the
Company, Panmure Liberum, their respective Affiliates, its and their
respective Representatives and any person acting on behalf of any of them
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of, directly or indirectly, or in
connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;
45. it irrevocably appoints any director or authorised
signatory of Panmure Liberum as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
46. its commitment to acquire Placing Shares on the terms set out
herein and in any contract note will continue notwithstanding any amendment
that may in future be made to the terms and conditions of the Placing and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's or Panmure Liberum's conduct of the
Placing;
47. in making any decision to acquire the Placing Shares:
(i) it has sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares; (ii) it is experienced in
investing in securities of a similar nature to the Ordinary Shares and in the
sector in which the Company operates and is aware that it may be required to
bear, and is able to bear, the economic risk of participating in, and is able
to sustain a complete loss in connection with, the Placing and has no need for
liquidity with respect to its investment in the Placing Shares; (iii) it has
relied solely on its own investigation, examination, due diligence and
analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved, and not upon any view expressed or information
provided by or on behalf of Panmure Liberum; (iv) it has had sufficient time
and access to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares; (v) it is aware and understands that an investment in the
Placing Share involves a considerable degree of risk; and (vi) it will not
look to Panmure Liberum, any of its Affiliates, any of its or their respective
Representatives or any person acting behalf of any of them for all or part of
any such loss or losses it or they may suffer;
48. as far as it is aware, it is not acting in concert
(within the meaning given in The City Code on Takeovers and Mergers) with any
other person in relation to the Company;
49. if it is acquiring Placing Shares as a fiduciary or agent for
one or more investor accounts, it has full power and authority to make, and
does make, the foregoing representations, warranties, acknowledgements,
agreements and undertakings on behalf of each such accounts;
50. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its Ordinary
Shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;
51. neither the Company nor Panmure Liberum owes any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement or these terms and conditions;
52. in connection with the Placing, Panmure Liberum and any
of its Affiliates acting as an investor for its own account may take up shares
in the Company and in that capacity may retain, purchase or sell for its own
account such shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
Panmure Liberum or any of its Affiliates acting in such capacity. In addition,
Panmure Liberum or any of its Affiliates may enter into financing arrangements
and swaps with investors in connection with which Panmure Liberum or any of
its Affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither Panmure
Liberum nor any of its Affiliates intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so; and
53. a communication that the Placing or the book is
"covered" (i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication or assurance
that the book will remain covered or that the Placing and securities will be
fully distributed by Panmure Liberum. Panmure Liberum reserves the right to
take up a portion of the securities in the Placing as a principal position at
any stage at its sole discretion, among other things, to take account of the
Company's objectives, UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of each of the Company and
Panmure Liberum (for their own benefit and, where relevant, the benefit of
their respective Affiliates, Representatives and any person acting on its or
their behalf) and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placing Shares in question. Neither the Company nor Panmure Liberum will
be responsible for any UK stamp duty or UK stamp duty reserve tax (including
any interest, fines and penalties relating thereto) arising in relation to the
Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. Neither the Company nor Panmure Liberum is liable to bear
any stamp duty or stamp duty reserve tax or any other similar duties or taxes
(including, without limitation, other stamp, issue, securities, transfer,
registration, capital, or documentary duties or taxes) ("transfer taxes") that
arise: (i) if there are any such arrangements (or if any such arrangements
arise subsequent to the subscription by Placees of Placing Shares); (ii) on a
sale of Placing Shares; or (iii) otherwise than under the laws of the United
Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such transfer taxes undertakes to pay such transfer taxes forthwith, and
agrees to indemnify on an after-tax basis and hold Panmure Liberum and/or the
Company and their respective Affiliates (as the case may be) harmless from any
such transfer taxes, and all interest, fines or penalties in relation to such
transfer taxes. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, Panmure Liberum or their respective Affiliates or its or their
respective Representatives pursuant to this Announcement where the payment (or
any part thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into account any
tax chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that Panmure Liberum and/or any of its Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares. Each Placee acknowledges and is aware that Panmure Liberum is
receiving a fee in connection with its role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with Panmure
Liberum any money held in an account with Panmure Liberum on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from Panmure Liberum's money in accordance with
the client money rules and will be used by Panmure Liberum in the course of
its own business; and the Placee will rank only as a general creditor of
Panmure Liberum.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to
Panmure Liberum.
The rights and remedies of Panmure Liberum and the Company under the terms and
conditions set out in this Appendix are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose, in writing or orally to Panmure Liberum:
(a) if they are an individual, their nationality; or (b) if they are a
discretionary fund manager, the jurisdiction in which the funds are managed or
owned.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. No statement contained herein is intended to be a profit forecast
or estimate or 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. Past
performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. The Sole
Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any changes.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" means admission of the Offer Shares to trading on AIM;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings;
"AIM" means the AIM market operated by the London Stock Exchange;
"AIM Rules" means the rules published by the London Stock Exchange entitled "AIM Rules for
Companies" in force from time to time;
"Announcement" means this announcement (including its Appendices);
"Bookbuild" means the bookbuilding process to be commenced by Panmure Liberum immediately
following release of this Announcement to use reasonable endeavours to procure
Placees for the Placing Shares, as described in this Announcement and subject
to the terms and conditions set out in this Announcement and the Placing
Agreement;
"Business Day" a day (other than a Saturday, Sunday or public holiday) when banks in London
and Jersey are open for business
"Closing Date" means the day on which the transactions effected in connection with the
Placing will be settled;
"Company" means Cirata plc;
"Conditions" has the meaning given to it in Appendix 1 to this Announcement;
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
"Direct Subscribers" means each investor who has signed and returned a Direct Subscription
Agreement;
"Direct Subscription" means the subscription for new Ordinary Shares by the Direct Subscribers;
"Direct Subscription Agreements" means the subscription agreements entered into by the Direct Subscribers and
the Company today relating to the Direct Subscription;
"Direct Subscription Shares" means the Ordinary Shares subscribed for pursuant to the Direct Subscription;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended);
"Euroclear" means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
"EUWA" means the European Union (Withdrawal) Act 2018 (as amended);
"Exchange Information" has the meaning given to it in Appendix 1 to this Announcement;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Group" means the Company and its subsidiary undertakings;
"JerseyCo" means Orange Finance (Jersey) Limited;
"London Stock Exchange" means London Stock Exchange plc;
"Material Adverse Change" has the meaning given to such term in the Placing Agreement;
"Management Subscription" means the subscription for Ordinary Shares by certain directors and members of
management of the Company;
"Management Subscription Letters" means the subscription letters to be entered into by certain directors and
members of management of the Company today relating to the Management
Subscription;
"Management Subscription Shares" means the new Ordinary Shares subscribed for pursuant to the Management
Subscription;
"Offer" means Placing, the Direct Subscription, the Management Subscription and the
Retail Offer;
"Offer Price" means 55 pence per Offer Share;
"Offer Shares" means the Placing Shares, the Direct Subscription Shares, the Management
Subscription Shares and the Retail Offer Shares;
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005;
"Ordinary Share" means an ordinary share of 10 pence each in the capital of the Company;
"Panmure Liberum" Panmure Liberum Limited;
"Placee" means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares is given;
"Placing" means the placing to take place by way of the Bookbuild for which Panmure
Liberum has been appointed as sole global coordinator and bookrunner;
"Placing Agreement" has the meaning given to it in Appendix 1 to this Announcement;
"Placing Shares" means the new Ordinary Shares to be acquired by the Placees under the Placing;
"QIB" means a "qualified institutional buyer" as defined in Rule 144A of the
Securities Act;
"Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the EU Prospectus Regulation;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulatory Information Service" means any of the services set out in the AIM Rules;
"Relevant Persons" mean (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to
whom this Announcement may otherwise be lawfully communicated;
"Representative" has the meaning given to it in Appendix 1 to this Announcement;
"Restricted Territory" means the United States, Australia, Canada, Japan, New Zealand or the Republic
of South Africa or any jurisdiction in which the release, publication or
distribution of this Announcement is unlawful;
"Results Announcement" means the announcement (if any) to be published by the Company confirming the
results of the Fundraise on a Regulatory Information Service immediately
following the execution of the Terms of Placing;
"Retail Offer" means the offer of new Ordinary Shares being made by the Company on the
PrimaryBid platform;
"Retail Offer Documents" means (i) the engagement letter entered into by the Company and PrimaryBid;
and (ii) the subscription and transfer agreement entered into between the
Company, PrimaryBid and JerseyCo on the date of the Placing Agreement, in each
case, relating to the Retail Offer;
"Retail Offer Shares" means the new Ordinary Shares acquired pursuant to the Retail Offer;
"Securities Act" means the U.S. Securities Act of 1933, as amended;
Sole Bookrunner Panmure Liberum Limited
"Subscription and Transfer Agreement" means the subscription and transfer agreement entered into between the
Company, Panmure Liberum and JerseyCo on the date of the Placing Agreement;
"subsidiary" or "subsidiary undertaking" each have the meaning given to that term in the Companies Act 2006;
"Terms of Placing" has the meaning given to it in Appendix 1 to this Announcement;
"UK Market Abuse Regulation" means assimilated Regulation (EU) 596/2014 as it forms part of the laws of the
United Kingdom by virtue of the EUWA;
"UK MiFID II" means assimilated EU Directive 2014/65/EU as it forms part of the laws of the
United Kingdom by virtue of the EUWA;
"UK Prospectus Regulation" means assimilated Regulation (EU) 2017/1129 (as amended)as it forms part of
the laws of the United Kingdom by virtue of the EUWA;
"UK Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the UK Prospectus Regulation who are: (i) persons who fall within the
definition of "investment professional" in Article 19(5) of the Order; or (ii)
persons who fall within Article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc.") of the Order;
"uncertificated" or "in uncertificated form" means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof; and
"US Investor Letter" means the letter in the form provided by Panmure Liberum.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the United Kingdom. All references to "US$", "$" or
"dollars" are to the lawful currency of the United States of America.
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