REG - Cohort PLC - Proposed Placing to raise £40 million
21/11/2024 07:00
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RNS Number : 1390N Cohort PLC 21 November 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
COHORT PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF COHORT PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
21 November 2024
COHORT PLC
("Cohort", "the Company" or "the Group")
Proposed Placing to raise £40 million
Cohort plc (AIM: CHRT), the independent technology group, is pleased to
announce the launch of a fully underwritten non-pre-emptive placing of
4,571,428 new ordinary shares of 10 pence each (the "Ordinary Shares") in the
capital of the Company (the "Placing Shares") at a price of 875 pence per
Ordinary Share (the "Placing Price") to institutional investors to raise gross
proceeds (before expenses and fees) of £40 million (the "Placing").
Cohort proposes to use the net proceeds of the Placing to partly fund the cash
consideration payable by the Company for the conditional acquisition of the
entire issued share capital of EM Solutions Pty Ltd (ACN 082 157 846) which
holds all of the issued share capital in EM Solutions (Europe) B.V. (together
"EM Solutions") from Electro Optic Systems Holdings Limited (ACN 092 708 364),
an Australian public company which is listed on the Australian Securities
Exchange (ASX: EOS) ("EOS") (the "Acquisition"), as announced by Cohort
separately earlier today (the "Acquisition Announcement"). Details of the
Acquisition are contained in the Acquisition Announcement, which should be
read in conjunction with this Announcement.
The Placing will be conducted, subject to the satisfaction of certain
conditions, through an accelerated bookbuild process which will be launched
immediately following this Announcement. The Placing is subject to the terms
and conditions set out in the Appendix to this Announcement (which forms part
of this Announcement).
In conjunction with the Placing, Cohort also intends to carry out a separate
retail offer on the PrimaryBid platform of up to 114,285 new Ordinary Shares
(the "Retail Offer Shares", and together with the Placing Shares, the "New
Ordinary Shares"), at the Placing Price to raise gross proceeds (before fees
and expenses) of up to £1 million (the "Retail Offer", and together with the
Placing, the "Fundraise"). The Retail Offer will provide new investors and
existing retail shareholders in the United Kingdom with an opportunity to
participate in the Fundraise at the Placing Price. The Retail Offer is not
made subject to the terms and conditions set out in the Appendix and instead a
separate announcement will be made shortly regarding the Retail Offer and its
terms. The Retail Offer is conditional on the Placing, but the Placing is not
conditional upon the Retail Offer. The Retail Offer will close no later than
12:00pm today. It is expected that the Fundraise will raise total gross
proceeds (before fees and expenses) of up to £41 million for the Company.
The New Ordinary Shares will represent approximately 11.2 per cent. of the
existing issued ordinary share capital of the Company (the "Existing Ordinary
Shares") and the Placing Price represents a discount of approximately 4.3 per
cent. to the closing mid-market price of 914 pence per Existing Ordinary Share
on 20 November 2024, being the latest practicable date prior to the
publication of this Announcement.
The Placing of 10.9% of the current issued share capital equates to 4,571,428
New Ordinary Shares in issue, which will result in the weighted average number
of shares outstanding in the first full financial year (FY26) being
46,437,800, assuming all else remains equal.
The Fundraise will be effected pursuant to the existing authorities from the
Company's shareholders. The Cohort management and founders are supportive of
the transaction however are restricted from trading due to a close period
caused by the interim results, expected to be released on 11(th) December
2024.
Unless the context otherwise provides, capitalised terms used in this
announcement (including the appendix (the "Appendix" and together, this
"Announcement")) have the meanings ascribed to them in the section headed
"Definitions" at the end of this Announcement.
Details of the Placing
Investec Bank plc ("Investec" or the "Bookrunner") is acting as sole
bookrunner and nominated adviser in connection with the Placing. The Placing
will be effected by way of an accelerated bookbuild (the "Bookbuild") at the
Placing Price. The Bookbuild will open with immediate effect following the
release of this Announcement in accordance with the terms and conditions set
out in the Appendix. A placing agreement has been entered into today between
the Company and Investec in connection with the Placing (the "Placing
Agreement") and the Placing is conditional upon the Placing Agreement between
the Company and the Bookrunner not having been terminated in accordance with
its terms.
The Placing is not conditional on the completion of the Acquisition. The
conditions to the completion of the Acquisition are set out in the Acquisition
Announcement. In the event the Acquisition does not complete, the Company may,
at its option, decide to use the funds for alternative investments or consider
a tax efficient way to return the net proceeds to shareholders. The Retail
Offer is conditional on the Placing but the Placing is not conditional on the
Retail Offer.
The timing for the close of the Bookbuild and allocation of the Placing Shares
shall be at the absolute discretion of the Bookrunner, in consultation with
the Company. The result of the Placing will be announced as soon as
practicable thereafter. The Placing is being fully underwritten by Investec,
subject to the conditions set out in the Placing Agreement. The Placing Shares
are not part of the Retail Offer.
Admission, settlement and dealings
Application has been made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the AIM market of the London Stock
Exchange ("Admission").
Admission is expected to take place at 8.00 a.m. (London time) on 25 November
2024 and dealings in the New Ordinary Shares are expected to commence at 8.00
a.m. (London time) on 25 November 2024 or, in each case, such later time
and/or date as the Bookrunner and the Company agree.
The New Ordinary Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
The New Ordinary Shares will be in registered form and will be capable of
being held in either certificated or uncertificated form (i.e. in CREST).
Accordingly, following Admission, settlement of transactions in the Ordinary
Shares may take place within the CREST system if a shareholder so wishes.
Shareholders who wish to receive and retain share certificates are able to do
so.
The ISIN number of the New Ordinary Shares is GB00B0YD2B94. The TIDM is CHRT.
By choosing to participate in the Placing by making an oral or written offer
to acquire Placing Shares, investors will be deemed to have read and
understood this Announcement in its entirety (including the Appendix) and to
be making a legally binding offer on the terms and subject to the terms and
conditions in it, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. The Appendix to this Announcement sets out
further information relating to the terms and conditions of the Placing. The
Retail Offer Shares will be subscribed for on the basis of the terms and
conditions of the Retail Offer, and not pursuant to the terms and conditions
of the Placing contained in the Appendix to this Announcement.
For further information please contact:
Cohort plc 0118 909 0390
Andrew Thomis, Chief Executive
Simon Walther, Finance Director
Raquel McGrath, Company Secretary and General Counsel
Investec Bank Plc (Sole Financial Adviser, Nominated Adviser, Corporate Broker 020 7597 5970
and Bookrunner)
Christopher Baird, Carlton Nelson, Charlotte Young
MHP 07817 458804
Reg Hoare, Ollie Hoare, Hugo Harris Cohort@mhpgroup.com (mailto:Cohort@mhpgroup.com)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Acquisition 21 November 2024
Announcement of the Placing 21 November2024
Announcement of the Retail Offer 21 November 2024
Announcement of the results of the Placing 21 November 2024
Announcement of the results of the Retail Offer 21 November 2024
Admission and commencement of dealings in the New Ordinary Shares on AIM 25 November 2024
Where applicable, expected date for crediting of the New Ordinary Shares in As soon as possible following Admission
uncertificated form to CREST accounts
Where applicable, expected date for despatch of share certificates in respect within 10 Business Days of
of the New Ordinary Shares
Admission
IMPORTANT NOTICES
This Announcement contains inside information as defined in the UK version of
the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of
this Announcement via a Regulatory Information Service, such inside
information will be considered to be in the public domain.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Raquel McGrath, Company Secretary of the Company.
In addition, market soundings (as defined in MAR) were taken in respect of the
Placing with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside information
is set out in this Announcement. Therefore those persons that received inside
information in a market sounding are no longer in possession of such inside
information relating to the Company and its securities.
The information contained in this Announcement is for information purposes
only and does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this Announcement or its
accuracy, fairness or completeness. The information in this Announcement is
subject to change. To the extent permitted by law and regulation, no
undertaking, representation or warranty or other assurance, express or
implied, is made or given by or on behalf of the Company, or any of their
respective parent or subsidiary undertakings or the subsidiary undertakings of
any such parent undertakings or any of their respective directors, officers,
partners, employees, agents, affiliates, representatives or advisers, or any
other person, as to the accuracy, completeness or fairness of the information
or opinions contained in this Announcement.
Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in, or into the United
States, Australia, Canada, Japan, or South Africa or to any persons in any of
those jurisdictions or any other jurisdiction where to do so would constitute
a violation of the relevant securities laws of such jurisdiction.
This Announcement is for information purposes only and does not constitute an
offer to sell or issue, or the solicitation of an offer to buy, acquire,
underwrite or subscribe for or otherwise acquire or dispose of any shares in
the capital of the Company in the United States, Australia, Canada, Japan or
South Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is unlawful to make
such offer or solicitation. Any failure to comply with these restrictions may
constitute a violation of securities laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under any
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. No public
offering of the Placing Shares is being made in the United States.
This Announcement does not constitute a prospectus or offering memorandum or
an offer in respect of any securities and is not intended to provide the basis
for any decision in respect of the Company or other evaluation of any
securities of the Company or any other entity and should not be considered as
a recommendation that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring Placing Shares
are reminded that they should conduct their own investigation, evaluation and
analysis of the business, data and property described in this Announcement and
publicly available information. This Announcement does not constitute a
recommendation concerning any investor's options with respect to the Placing.
The price and value of securities can go down as well as up. Past performance
is not a guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
There is no intention to register any portion of the Placing in the United
States or to conduct any public offering of securities in the United States or
elsewhere. All offers of Placing Shares will be made pursuant to an exemption
under the UK version of the Regulation (EU) 2017/1129, which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018, as amended from time to
time, and includes any relevant implementing measure in any member state (the
"Prospectus Regulation") from the requirement to produce a prospectus. No
prospectus will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published. Persons needing advice should consult
an independent financial adviser.
Reliance on this Announcement for the purpose of engaging in any investment
activity may expose an individual to a significant risk of losing all of the
property or other assets invested. Persons (including without limitation,
nominees and trustees) who have a contractual right or other legal obligations
to forward a copy of this Announcement should seek appropriate advice before
taking any action.
Members of the public are not eligible to take part in the Placing. This
Announcement and the terms and conditions set out in the Appendix are for
information purposes only and are directed only at: (a) persons in Member
States of the Economic European Area who are qualified investors within the
meaning of article 2(1)(e) of the Prospectus Regulation ("Qualified
Investors"); and (b) in the United Kingdom, persons who are qualified
investors within the meaning of the UK version of the Prospectus Regulation
and who (i) have professional experience in matters relating to investments
falling within the definition of "investments professional" in article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc")
of the Order; or (iii) are 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 in
any EEA member state by persons who are not Qualified Investors or by persons
in the UK who are not Relevant Persons.
This Announcement (including the Appendix) is not being distributed by, nor
has it been approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA.
This Announcement (including the Appendix) is being distributed and
communicated to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No undertaking, representation or warranty or other assurance,
express or implied, is or will be made or given by Investec, or by any of its
partners, directors, officers, employees, advisers, consultants, affiliates or
agents as to or in relation to, the accuracy or completeness of the
information or opinions contained in this Announcement or any other written or
oral information made available to any interested person or its advisers, and
any liability therefore is expressly disclaimed. None of the information in
this Announcement has been independently verified or approved by Investec or
any of its partners, directors, officers, employees, advisers, consultants,
affiliates or agents. Save for any responsibilities or liabilities, if any,
imposed on Investec by FSMA or by the regulatory regime established under it,
no responsibility or liability whether arising in tort, contract or otherwise,
is accepted by Investec or any of its partners, directors, officers,
employees, advisers, consultants or affiliates for any errors, omissions or
inaccuracies in such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly, from any use
of this Announcement or its contents or otherwise in connection with this
Announcement or from any acts or omissions of the Company in relation to the
Placing.
Investec Bank plc is authorised by the Prudential Regulatory Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the Financial
Conduct Authority ("FCA"). Investec Europe Limited (trading as Investec
Europe), acting as agent on behalf of Investec Bank plc in certain
jurisdictions in the EEA, ("Investec Europe" and Investec Bank plc together,
"Investec") is regulated in Ireland by the Central Bank of Ireland. Investec
is acting exclusively for the Company and no one else in connection with the
Placing, the contents of this Announcement and other matters described in this
Announcement. Investec will not regard any other person as its client in
relation to the Placing, the contents of this Announcement and 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 contents of this Announcement or any other
matters referred to in this Announcement.
Investec's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to London Stock Exchange plc (the
"London Stock Exchange") and are not owed to the Company or to any director of
the Company or to any other person.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or Investec that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and Investec to inform themselves about, and
to observe, such restrictions.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the US Securities Act or the applicable laws of other
jurisdictions.
In connection with the Placing, Investec and any of its affiliates, acting as
investors for its own account, may take up a portion of the shares in the
Placing as a principal position and in that capacity may retain, purchase,
sell, offer to sell for the own accounts or otherwise deal for its own account
in such shares and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references to Placing
Shares being offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing by,
Investec and any of its affiliates acting in such capacity. In addition,
Investec and any of its affiliates may enter into financing arrangements
(including swaps) with investors in connection with which Investec and any of
its affiliates may from time to time acquire, hold or dispose of shares.
Investec do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
Cautionary statements
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic and business conditions, market-related
risks such as fluctuations in interest rates and exchange rates, the policies
and actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other uncertainties
of future acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the jurisdictions in
which the Company and its respective affiliates operate, the effect of
volatility in the equity, capital and credit markets on the Company's
profitability and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of the Company speak only
as of the date they are made. These forward looking statements reflect the
Company's judgment at the date of this Announcement and are not intended to
give any assurance as to future results and cautions that its actual results
of operations and financial condition, and the development of the industry in
which it operates, may differ materially from those made in or suggested by
the forward-looking statements contained in this Announcement. The information
contained in this Announcement is subject to change without notice. Except as
required by applicable law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the
Company expressly disclaims any obligation or undertaking to publish any
updates, supplements or revisions to any forward-looking statements contained
in this Announcement to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statement is based. Statements contained in this Announcement
regarding past trends or activities should not be taken as representation that
such trends or activities will continue in the future. You should not place
undue reliance on forward-looking statements, which speak only as of the date
of this Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decisions to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by Investec.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange plc.
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.
Information to Distributors
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/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 UK 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 they
each are: (a) 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 Chapter 3 of the FCA Handbook Conduct of
Business Sourcebook; and (b) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, "distributors" (for the purposes of the UK Product
Governance Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, Investec will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(i) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to,
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES
ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE
"PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) PERSONS IN THE
UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE UK
VERSION OF THE PROSPECTUS REGULATION (THE "UK PROSPECTUS REGULATION") WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS);
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under any
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an applicable
exemption from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other jurisdiction of the
United States. The Placing Shares are being offered and sold only (i) outside
of the United States in accordance with Regulation S under the US Securities
Act ("Regulation S") and otherwise in accordance with applicable laws and;
(ii) in the United States to a limited number of "qualified institutional
buyers" as defined in Rule 144A under the US Securities Act ("QIBs") that are
also "major US institutional investors" as defined in Rule 15a-6 under the US
Securities Exchange Act of 1934, as amended ("Major US Institutional
Investors") in transactions not involving any "public offering" within the
meaning of section 4(a)(2) of the US Securities Act or pursuant to another
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act. There will be no public offer of the
securities mentioned herein in the United States.
The Placing has not been approved and will not be approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any state
securities commission 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.
This announcement and the information contained herein is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, in or into or from Australia, Canada, Japan, the Republic of South
Africa or any other jurisdiction in which such release publication or
distribution would be unlawful.
Each Placee should consult with its own advisors as to legal, tax, business
and related aspects of an investment in the Placing Shares.
The distribution of this Announcement and/or 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, the Bookrunner or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes are
required by the Company and the Bookrunner to inform themselves about and to
observe any such restrictions.
This Announcement or any part of it is for information purposes only and 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, Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction in which the same would be unlawful. No public offering of the
Placing Shares is being made in any such jurisdiction.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction outside the EEA or the UK.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notice" section
of this Announcement.
By participating in the Bookbuild and the Placing, each Placee who is invited
to and who chooses to participate in the Placing by making an oral and legally
binding offer to acquire the 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
herein and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. in the case of an investor in the United
Kingdom, it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in a member
state of the EEA which has implemented the Prospectus Regulation (each, a
"Relevant Member State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the
meaning of Article 2(1)(e) of the Prospectus Regulation; and
(b) in the case of any Placing Shares
acquired by it as a financial intermediary, as that term is used in the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in any Relevant Member State other
than Qualified Investors or in circumstances in which the prior consent of the
Bookrunner has been given to the offer or resale;
(ii) where Placing Shares have been acquired by it
on behalf of persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons; and
3. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it has authority to exercise, and is exercising, investment discretion
and has the authority to make and does make the representations, warranties,
indemnities, acknowledgements, undertakings and agreements contained in this
Announcement;
4. 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;
5. except as otherwise permitted by the Company
and subject to any available exemptions from applicable securities laws, it
(and any person on whose account it is acting, as referred to in paragraph 4
above) is either:
(a) located outside the United States and
is acquiring the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S; or
(b) a QIB and a Major US Institutional
Investor; and
6. if it is a Placee in, or resident in Canada,
it: (i) is an "accredited investor" as defined in Section 1.1 of National
Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1)
of the Securities Act (Ontario) (the "OSA"), as applicable, and it is either
purchasing the Placing Shares as principal for its own account, or it is
deemed to be purchasing the Placing Shares as principal for its own account in
accordance with applicable Canadian securities laws and not as agent for the
benefit of another person or as trustee for investment only and not with a
view to resale or redistribution; (ii) was not created or used solely to
purchase or hold the Placing Shares as an accredited investor under NI 45-106;
(iii) is a "permitted client" as defined in section 1.1 of National Instrument
31-103 - Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103") that is not an individual; (iv) is resident in
either the Province of Alberta, British Columbia, Ontario or Quebec and
entitled under applicable Canadian securities laws, including the securities
laws applicable to such Province, to purchase the Placing Shares without the
benefit of a prospectus; and (v) if required by applicable Canadian securities
laws, it will execute, deliver and file, or assist the Company in obtaining,
preparing and filing such reports, undertakings and other documents relating
to the purchase of the Placing Shares by it as may be required by any Canadian
securities commission or other regulatory authority.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this
Announcement, the announcement of the results of the Placing (the "Placing
Results Announcement") (together, the "Placing Documents") and any other
information publicly announced through a regulatory information service
("RIS") by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to any further
terms set forth in the contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of the Bookrunner or the Company or any other
person and neither the Bookrunner, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or shall have
any responsibility or liability for any Placee's decision to participate in
the Placing based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own attorney, tax advisor, and business advisor for
legal, tax and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Bookrunner is acting as sole bookrunner in connection with the Placing and
has today entered into the Placing Agreement with the Company under which, on
the terms and subject to the conditions set out in the Placing Agreement, the
Bookrunner, as agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure placees for the Placing Shares.
In accordance with the terms of the Placing Agreement, the Placing is fully
underwritten by the Bookrunner and if Placees fail to take up their allocation
of Placing Shares at the Placing Price, the Bookrunner agrees to take up such
shares and the Company agrees to allot and issue such shares to the
Bookrunner, at the Placing Price and on the terms set out in the Placing
Agreement.
The Placing Shares will, when issued, be credited as fully paid up and will be
issued subject to the Company's articles of association and rank pari passu in
all respects with the existing Ordinary Shares and any PrimaryBid Shares,
including the right to receive all dividends and other distributions declared,
made or paid on or in respect of the Ordinary Shares after the date of issue
of the Placing Shares, and will on issue be free of all encumbrances, liens or
other security interests.
In addition to the Placing, the Company intends to make an offer on the
PrimaryBid platform of the PrimaryBid Shares at the Placing Price. The
PrimaryBid Offer is conditional on the Placing but the Placing is not
conditional on the PrimaryBid Offer. The Bookrunner is acting as placement
agent only in connection with the Placing and is not acting for any person,
including the Company, in respect of the PrimaryBid Offer. Neither the
Bookrunner or any of its respective affiliates will have any liability
(subject to applicable legislation and regulations) to any person in respect
of the PrimaryBid Offer.
Application for admission to trading
Application has been made to the London Stock Exchange plc (the "London Stock
Exchange") for the admission of the Placing Shares to trading on AIM
("Admission").
It is expected that Admission of the Placing Shares will occur at or before
8.00 a.m. (London time) on 25 November 2024.
Bookbuild
The Bookrunner will today commence the accelerated bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for participation
in the Placing by Placees. Members of the public are not entitled to
participate in the Placing. This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
The Bookrunner shall be entitled to effect the Placing by such alternative
method to the Bookbuild as it may, in its absolute discretion following
consultation with the Company, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner is arranging the Placing solely
as bookrunner and placing agent of the Company. Participation in the Placing
will only be available to persons who may lawfully be, and are, invited to
participate by the Bookrunner. The Bookrunner may itself agree to be a Placee
in respect of all or some of the Placing Shares or may nominate any member of
its group to do so.
2. The price payable to the Bookrunner as agent
for the Company by all Placees whose bids are successful is 875 pence per
Ordinary Share (the "Placing Price"). The number of Placing Shares to be
issued will be announced on an RIS following the completion of the Bookbuild
via the Placing Results Announcement.
3. Allocations of the Placing Shares will be
determined by the Bookrunner after consultation with the Company (the proposed
allocations having been supplied by the Bookrunner to the Company in advance
of such consultation). Allocations will be confirmed orally by the Bookrunner
and a contract note will be despatched as soon as possible thereafter. A
Bookrunner's oral confirmation to such Placee constitutes an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of the Bookrunner and the Company, to acquire the number of
Placing Shares allocated to it and to pay the Placing Price in respect of such
shares on the terms and conditions set out in this Appendix and in accordance
with the Company's articles of association. Except with the Bookrunner's
consent, such commitment will not be capable of variation or revocation after
the time at which it is submitted.
4. Each Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by the Bookrunner. The
terms of this Appendix will be deemed incorporated in that contract note.
5. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
6. All obligations under the Bookbuild and the
Placing will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
7. 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.
8. To the fullest extent permissible by law,
neither the Bookrunner, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, neither the Bookrunner,
the Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of the
Bookrunner's conduct of the Placing or of such alternative method of effecting
the Placing as the Bookrunner and the Company may determine.
9. The Placing Shares will be issued subject to
the terms and conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's or the
Bookrunner's conduct of the Placing.
10. All times and dates in this Announcement may be
subject to amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Bookrunner's
obligations under the Placing Agreement are conditional on customary
conditions including (amongst others) (the "Conditions"):
1. certain announcement obligations;
2. Admission occurring no later than 8.00 a.m.
(London time) on 25 November 2024;
3. the warranties on the part of the Company
contained in the Placing Agreement being true and accurate in any respect
which is, in the good faith opinion of the Bookrunner (as it determines in its
absolute discretion), material in the context of the Placing and/or Admission
and not misleading as at the date of the Placing Agreement and at all times
between the date of the Placing Agreement and Admission, as though they had
been given and made on such date by reference to the facts and circumstances
then subsisting;
4. the Acquisition Agreement having not been
terminated nor rescinded prior to Admission;
5. the Company having complied with all of its
obligations under the Placing Agreement which fall to be performed or
satisfied on or prior to Admission and are material in the good faith opinion
of Bookrunner in the context of the Placing or Admission; and
6. in the opinion of the Bookrunner (acting in
good faith) there having been no Material Adverse Change between the date of
the Placing Agreement and Admission.
The Bookrunner may, at its discretion and upon such terms as it thinks fit,
waive compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the Conditions or extend the time or date
provided for fulfilment of any such Conditions in respect of all or any part
of the performance thereof. The condition in the Placing Agreement relating to
Admission taking place may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
the Bookrunner by the relevant time or date specified (or such later time or
date as the Company and the Bookrunner may agree); or (ii) the Placing
Agreement is terminated in the circumstances specified below under "Right to
terminate under the Placing Agreement", the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim
can be made by it or on its behalf (or any person on whose behalf the Placee
is acting) in respect thereof.
Neither the Bookrunner, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the satisfaction of
any Condition or in respect of the Placing generally, and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
1. where there has been a breach by the Company of
any of the warranties contained in the Placing Agreement (in each case, save
to the extent that the Bookrunner determines (in its absolute discretion),
acting in good faith, that the relevant matter is not material in the context
of the Placing);
2. where there has been a breach by the Company of
any of its obligations under the Placing Agreement (save to the extent that
the Bookrunner considers, acting in good faith, that the relevant matter is
not material in the context of the Placing);
3. if any of the Conditions have (i) become
incapable of satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if capable of being
waived by the Bookrunner; or
4. in the opinion of the Bookrunner (acting in
good faith) the occurrence of a Material Adverse Change or certain force
majeure events, the effect of which (either singly or together) is such as to
make it, in the good faith judgment of the Bookrunner, impracticable or
inadvisable to market the Ordinary Shares or to enforce contracts for the
subscription and/or sale of the Ordinary Shares.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
the Bookrunner of any right of termination or of any other discretion under
the Placing Agreement shall be within the absolute discretion of the
Bookrunner and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or failure to so exercise and (ii) its
rights and obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and "Conditions of the
Placing", and its participation will not be capable of rescission or
termination by it after oral confirmation by the Bookrunner of the allocation
and commitments following the close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to the Bookrunner that, between the date of the
Placing Agreement and 120 days after the Admission, it will not, without the
prior written consent of the Bookrunner (such consent not to be unreasonably
withheld or delayed) allot or issue any securities of the Company (or any
interest therein or in respect thereof) or any other securities exchangeable
for, or convertible into, or substantially similar to, Ordinary Shares or
enter into any transaction having substantially the same effect as, or agree
to do, any of the foregoing, subject to certain customary exceptions agreed
between the Bookrunner and the Company and provided that the foregoing lock-up
arrangements shall not prevent or restrict the issue of any options or grant
of any awards pursuant to (and in accordance with the rules of) the Company's
existing share option or share incentive schemes or for the issue of Ordinary
Shares pursuant to the exercise of any options under such schemes.
By participating in the Placing, Placees agree that the exercise by the
Bookrunner of any power to grant consent to the undertaking by the Company of
a transaction which would otherwise be subject to the lock-up provisions under
the Placing Agreement shall be within the absolute discretion of the
Bookrunner and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B0YD2B94)
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. The Bookrunner reserves the right to require settlement for, and
delivery of, the Placing Shares (or any part thereof) to Placees by such other
means that it may deem necessary if delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a contract note in accordance with the
standing arrangements in place with the Bookrunner stating the number of
Placing Shares allocated to them at the Placing Price, the aggregate amount
owed by such Placee to the Bookrunner and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it has in place
with the Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by the
Bookrunner as agent for the Company and the Bookrunner will hold any Placing
Shares delivered to this account as nominee for the Placees. The Bookrunner
will enter its delivery instruction into the CREST system. The input to CREST
by a Placee of a matching or acceptance instruction will then allow delivery
of the relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the Placing Shares will take
place on 25 November 2024 on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of four
percentage points above the Bank of England's base rate from time to time but
4 per cent per year for any period during which that base rate is below zero.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner's account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount owed by it
and will be required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither the Bookrunner nor the Company shall be responsible for
payment thereof. Placees will not be entitled to receive any fee or commission
in connection with the Placing.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Bookrunner (in its capacity
as underwriter of the Placing Shares and bookrunner and placing agent of the
Company in respect of the Placing) and the Company, in each case as a
fundamental term of their application for Placing Shares, the following:
General
1. it has read and understood this Announcement in
its entirety and its subscription for and purchase of Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or statements made at
any time by any person in connection with the Placing, the Company, the
Placing Shares or otherwise other than the information contained in the
Placing Documents and the Publicly Available Information;
2. the Ordinary Shares are admitted to trading on
AIM and that the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of AIM, which
includes a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or has access to such information without undue difficulty, and
is able to obtain access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;
3. its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by the Bookrunner its rights
or discretions under the Placing Agreement shall be within the absolute
discretion of the Bookrunner and the Bookrunner need not have any reference to
it and shall have no liability to it 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 the Bookrunner or the Company, or any of their
respective officers, directors or employees, under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties Act) 1999;
5. the person whom it specifies for registration
as holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither the Bookrunner nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax or other similar taxes
or duties imposed in any jurisdiction (including interest and penalties
relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on
behalf of such Placee agrees to indemnify the Company and the Bookrunner on an
after-tax basis in respect of any Indemnified Taxes;
6. neither the Bookrunner nor any of its
affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person (other than the Bookrunner) in
connection with the Placing;
7. time is of the essence as regards its
obligations under this Announcement;
8. 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 the Bookrunner;
No distribution of Announcement
9. it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such materials to any person;
No prospectus
10. no prospectus or other offering document is
required under the Prospectus Regulation, nor will one be prepared in
connection with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or the Placing
Shares;
Purchases by Bookrunner for its own account
11. in connection with the Placing, the Bookrunner and
any of its affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain, purchase or
sell for its own account such Placing Shares in the Company and any securities
of the Company or related investments and may offer or sell such securities or
other investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued, offered or
placed should be read as including any issue, offering or placement of such
shares in the Company to the Bookrunner or any of its affiliates acting in
such capacity;
12. the Bookrunner and its affiliates may enter into
financing arrangements and swaps with investors in connection with which the
Bookrunner and any of its affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing Shares;
13. the Bookrunner does not intend to disclose the
extent of any investment or transactions referred to in paragraphs 9 and 10
above otherwise than in accordance with any legal or regulatory obligation to
do so;
No fiduciary duty or client of the Bookrunner
14. the Bookrunner does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
15. its participation in the Placing is on the basis that it
is not and will not be a client of the Bookrunner in connection with its
participation in the Placing and that the Bookrunner has no duties or
responsibilities to it for providing the protections afforded to its clients
or customers or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities contained in
the Placing Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
No responsibility of the Bookrunner for information
16. the content of this Announcement has been prepared by
and is exclusively the responsibility of the Company and neither the
Bookrunner nor its respective affiliates agents, directors, officers or
employees nor any person acting on behalf of any of them is responsible for or
has or shall have any responsibility or liability for any information,
representation or statement contained in, or omission from, the Placing
Documents, the Publicly Available Information or otherwise nor will they be
liable for any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in the Placing
Documents, the Publicly Available Information or otherwise, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
Reliance on information regarding the Placing
17.
(a) the only information on which it is
entitled to rely on and on which such Placee has relied in committing itself
to subscribe for Placing Shares is contained in the Placing Documents, or any
Publicly Available Information (save that in the case of Publicly Available
Information, a Placee's right to rely on that information is limited to the
right that such Placee would have as a matter of law in the absence of this
paragraph 17(a)), such information being all that such Placee deems necessary
or appropriate and sufficient to make an investment decision in respect of the
Placing Shares;
(b) it has neither received nor relied on
any other information given, or representations, warranties or statements,
express or implied, made, by the Bookrunner nor the Company nor any of their
respective affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation delivered in
respect of the Bookbuild) with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of any information
contained in the Placing Documents, or the Publicly Available Information or
otherwise;
(c) neither the Bookrunner, nor the
Company, nor any of their respective affiliates, agents, directors, officers
or employees or any person acting on behalf of any of them has provided, nor
will provide, it with any material or information regarding the Placing Shares
or the Company or any other person other than the information in the Placing
Documents or the Publicly Available Information; nor has it requested any of
the Bookrunner, the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such material or
information; and
(d) neither the Bookrunner nor the Company
will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;
Conducted own investigation and due diligence
18. it may not rely, and has not relied, on any
investigation that the Bookrunner, any of its affiliates or any person acting
on its behalf, may have conducted with respect to the Placing Shares, the
terms of the Placing or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company, the Placing,
the Placing Shares or the accuracy, completeness or adequacy of the
information in the Placing Documents, the Publicly Available Information or
any other information;
19. in making any decision to subscribe for Placing
Shares it:
(a) has such knowledge and experience in
financial and business matters to be capable of evaluating the merits and
risks of subscribing for the Placing Shares;
(b) will not look to the Bookrunner for
all or part of any such loss it may suffer;
(c) is experienced in investing in
securities of this nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of an investment in the
Placing Shares;
(d) is able to sustain a complete loss of
an investment in the Placing Shares;
(e) has no need for liquidity with respect
to its investment in the Placing Shares;
(f) has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence,
examination, investigation and assessment of the Company, the Placing Shares
and the terms of the Placing and has satisfied itself that the information
resulting from such investigation is still current and relied on that
investigation for the purposes of its decision to participate in the Placing;
Capacity and authority
20. it is subscribing for the Placing Shares for its own
account or for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Announcement;
21. it is acting as principal only in respect of the
Placing or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full
power to make, and does make, the acknowledgments, representations and
agreements herein on behalf of each such person; and
(b) and will remain liable to the Company
and/or the Bookrunner for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting for
another person);
22. it and any person acting on its behalf is entitled
to subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in the Bookrunner, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in connection with
the Placing;
23. where it is subscribing for Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account:
(a) to acquire the Placing Shares for each managed account and (b) to make the
acknowledgements, representations, undertakings and agreements herein on
behalf of each such account;
24. it irrevocably appoints any duly authorised
officer of the Bookrunner as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe for upon the terms of this
Announcement;
Excluded territories
25. the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the United States, Australia, New Zealand, Canada, Japan or the Republic of
South Africa, or any state, province, territory or jurisdiction thereof;
26. the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions) in which it
would be unlawful to do so and no action has been or will be taken by any of
the Company, the Bookrunner or any person acting on behalf of the Company or
the Bookrunner that would, or is intended to, permit a public offer of the
Placing Shares in the United States, Australia, New Zealand, Canada, Japan or
the Republic of South Africa or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action for that
purpose is required;
27. unless otherwise specifically agreed with the
Bookrunner, it is not and at the time the Placing Shares are subscribed for,
neither it nor the beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, Australia, New Zealand, Japan, the Republic of
South Africa, any province or territory of Canada or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire the Placing
Shares;
28. it may be asked to disclose in writing or orally
to the Bookrunner:
(a) if they are an individual, his or her nationality; or
(b) if they are a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
29. it understands and acknowledges that the Placing
Shares are being offered and sold by or on behalf of the Company (a) outside
of the United States in accordance with Regulation S; and (b) in the United
States only to QIBs that are also Major US Institutional Investors in
transactions not involving any "public offering" within the meaning of section
4(a)(2) of the US Securities Act or pursuant to another exemption from, or in
a transaction not subject to, the registration requirements of the US
Securities Act. It is and the prospective beneficial owner of the Placing
Shares is and, at the time the Placing Shares are subscribed for, will either
be (i) outside the United States and acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the US Securities Act or (ii) a QIB and a Major US Institutional
Investor and will duly execute a US investor letter and deliver the same to
the Bookrunner or its affiliates. In addition, with respect to (ii) above, it
is subscribing for the Placing Shares for its own account or for one or more
accounts as to each of which it exercises sole investment discretion and each
of which is a QIB and a Major US Institutional Investor, for investment
purposes only and not with a view to any distribution or for resale in
connection with the distribution thereof in whole or in part, in the United
States, and it has full power to make the acknowledgements, representations
and agreements herein on behalf of each such account;
30. it has not been offered to purchase or subscribe
for Placing Shares by means of any "directed selling efforts" as defined in
Regulation S or by means of any "general solicitation" or "general
advertising" within the meaning of Regulation D under the US Securities Act;
31. the Placing Shares offered and sold in the United
States are "restricted securities" within the meaning of Rule 144(a)(3) under
the US Securities Act and, so long as the Placing Shares are "restricted
securities", it will not deposit such shares into any unrestricted depositary
receipt facility maintained by any depositary bank;
32. it understands that the Placing Shares have not
been, and will not be, registered under the US Securities Act and may not be
offered, sold or resold in or into or from the United States except pursuant
to an effective registration under the US Securities Act, or pursuant to an
exemption from the registration requirements of the US Securities Act and in
accordance with applicable state securities laws;
33. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
Compliance with Canadian securities laws
34. if it is a Placee in, or is resident in Canada, it:
(i) is an "accredited investor", as defined in Section 1.1 of NI 45-106 or
subsection 73.3(1) of the OSA, as applicable, and it is either purchasing the
Placing Shares as principal for its own account, or it is deemed to be
purchasing the Placing Shares as principal for its own account in accordance
with applicable Canadian securities laws and not as agent for the benefit of
another person or as trustee for investment only and not with a view to resale
or redistribution; (ii) was not created or used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (iii) is a
"permitted client" as defined in Section 1.1 of NI 31-103 that is not an
individual; (iv) is resident in either the Province of Alberta, British
Columbia, Ontario or Quebec and entitled under applicable Canadian securities
laws, including the securities laws applicable to such Province, to purchase
the Placing Shares without the benefit of a prospectus; and (v) if required by
applicable Canadian securities laws, it will execute, deliver and file, or
assist the Company in obtaining, preparing and filing such reports,
undertakings and other documents relating to the purchase of the Placing
Shares by it as may be required by any Canadian securities commission or other
regulatory authority;
35. it understands, and each account it represents has
been advised that: (i) any offer and sale of the Placing Shares in Canada is
being made on a private placement basis only and is exempt from the
requirement that the Company prepares and files a prospectus under applicable
Canadian securities laws; and (ii) any resale of the Placing Shares into
Canada must be made in accordance with applicable Canadian securities laws,
which may vary depending on the relevant jurisdiction, and which may require
resales to be made in accordance with Canadian prospectus requirements, a
statutory exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary exemption
from the prospectus requirements granted by the applicable local Canadian
securities regulatory authority, and that these resale restrictions may under
certain circumstances apply to resales of the Placing Shares outside of
Canada;
Compliance with EEA selling restrictions and the Prospectus Regulation
36. if in a member state of the EEA, unless otherwise
specifically agreed with the Bookrunner in writing, it is a Qualified
Investor;
37. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
38. if a financial intermediary, as that term is used
in the Prospectus Regulation, the Placing Shares subscribed for 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 which has implemented the Prospectus Regulation other
than Qualified Investors, or in circumstances in which the prior consent of
the Bookrunner has been given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime, the UK Prospectus
Regulation and MAR
39. if in the United Kingdom, that it is a "Qualified
Investor" for the purposes of the UK version of the Prospectus Regulation
which is part of UK law by virtue of the European Union (Withdrawal) Act 2018
and is a person (i) having professional experience in matters relating to
investments who falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d)
("High Net Worth Companies, Unincorporated Associations, etc") of the Order,
or (iii) to whom it may otherwise lawfully be communicated;
40. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000, as amended
("FSMA");
41. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person and it acknowledges and agrees that the Placing Documents
have not and will not have been approved by the Bookrunner in its capacity as
an authorised person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or approved as a
financial promotion by an authorised person;
42. it has complied and will comply with all
applicable laws with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all applicable provisions in FSMA
and the UK version of Regulation (EU) No. 596/2014 of the European Parliament
and of the Council of 16 April 2014 on market abuse which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018 ("MAR")) in respect of
anything done in, from or otherwise involving, the United Kingdom);
Compliance with laws
43. if it is a pension fund or investment Company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
44. it has complied with its obligations under the
Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
45. in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to the Bookrunner or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in respect of
the Placing Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in uncertificated form
may be delayed at the Bookrunner's or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a request for
verification of identify the Bookrunner (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
Depositary receipts and clearance services
46. the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a stamp duty or stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance service;
Undertaking to make payment
47. it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in respect of
the Placing Shares allocated to it in accordance with this Announcement on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other subscribers or sold as the Bookrunner may in its sole
discretion determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls short of
the product of the relevant Placing Price and the number of Placing Shares
allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares. By communicating a bid for Placing Shares, each
Placee confers on the Bookrunner such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which the
Bookrunner lawfully takes in pursuance of such sale. Legal and/or beneficial
title in and to any Placing Shares shall not pass to the relevant Placee until
it has fully complied with its obligations hereunder;
Money held on account
48. any money held in an account with the Bookrunner
on behalf of the Placee and/or any person acting on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules: as a consequence this
money will not be segregated from the Bookrunner's money in accordance with
the client money rules and will be held by it under a banking relationship and
not as trustee;
Allocation
49. its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Bookrunner or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
No recommendation
50. neither the Bookrunner, nor any of its affiliates,
nor any person acting on behalf of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing;
Inside information
51. if it has received any 'inside information' (for
the purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the Placing, it
confirms that it has received such information within the market soundings
regime provided for in article 11 of MAR and associated delegated regulations
and it has not:
(a) used that inside information to
acquire or dispose of securities of the Company or financial instruments
related thereto or cancel or amend an order concerning the Company's
securities or any such financial instruments;
(b) used that inside information to
encourage, require, recommend or induce another person to deal in the
securities of the Company or financial instruments related thereto or to
cancel or amend an order concerning the Company's securities or such financial
instruments; or
(c) disclosed such information to any
person, prior to the information being made publicly available;
Acting in concert
52. that, 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;
Ordinary course transactions
53. the Bookrunner and its Affiliates may have engaged
in transactions with, and provided various commercial banking, investment
banking, financial advisory transactions and services in the ordinary course
of their business with the Company and/or its affiliates for which they would
have received customary fees and commissions. The Bookrunner and its
respective Affiliates may provide such services to the Company and/or its
affiliates in the future;
Rights and remedies
54. the rights and remedies of the Company and the
Bookrunner under the terms and conditions in this Announcement are in addition
to any rights and remedies which would otherwise be available to each of them
and the exercise or partial exercise of one will not prevent the exercise of
others; and
Governing law and jurisdiction
55. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in accordance with
the laws of England and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
either the Company or the Bookrunner in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
as the Bookrunner and are irrevocable. The Bookrunner, the Company and their
respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings. Each prospective Placee, and any person acting on
behalf of such Placee, irrevocably authorises the Company and the Bookrunner
to produce this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein.
Indemnity
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, the Bookrunner and their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by the
Bookrunner, the Company or each of their respective affiliates, agents,
directors, officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees that the
provisions of this Announcement shall survive after completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes or duties may be payable, for which neither
the Company nor the Bookrunner will be responsible and the Placees shall
indemnify the Company and the Bookrunner on an after-tax basis for any stamp
duty or stamp duty reserve tax or other similar taxes or duties (together with
interest, fines and penalties) in any jurisdiction paid by the Company or the
Bookrunner in respect of any such arrangements or dealings. If this is the
case, each Placee should seek its own advice and notify the Bookrunner
accordingly. Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
The Company and the Bookrunner are not liable to bear any taxes that arise on
a sale of Placing Shares subsequent to their acquisition by Placees, including
any taxes arising otherwise than under the laws of the United Kingdom. Each
prospective Placee should, therefore, take its own advice as to whether any
such tax liability arises and notify the Bookrunner and the Company
accordingly. Furthermore, each prospective Placee agrees to indemnify on an
after-tax basis and hold each of the Bookrunner and/or the Company and their
respective affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that Placee or its
agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that the Bookrunner or any of its respective 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 the Bookrunner is
receiving a fee in connection with its roles in respect of the Placing as
detailed in the Placing Agreement.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
Acquisition the proposed acquisition by Purchaser of the Target Group in accordance with
the terms of the Acquisition Agreement.
Acquisition Agreement the conditional agreement dated 21 November 2024 relating to the Acquisition
entered into between (1) the Company, (2) the Purchaser and (3) the Vendor, in
respect of the Target Group.
Acquisition Documents the Acquisition Agreement and any ancillary documents referred to therein
(other than the Placing Agreement).
Admission the admission of the Placing Shares and the PrimaryBid Shares to trading on
AIM becoming effective in accordance with the AIM Rules.
AIM AIM, a market operated by London Stock Exchange plc.
AIM Rules the rules of AIM published by London Stock Exchange plc.
Bookrunner Investec Bank plc registered in England and Wales under number 00489604 whose
registered office is at 30 Gresham Street, London, England, EC2V 7QP.
Company Cohort plc registered in England and Wales under number 05684823 whose
registered office is at 1 Waterside Drive, Arlington Business Park, Theale,
Reading, England, RG7 4SW.
Group the Company and its subsidiary undertakings.
Material Adverse Change any adverse change in, or any development involving or reasonably likely to
involve a prospective adverse change in, or affecting, the condition
(financial, operational, legal or otherwise), earnings, management, business
affairs, properties, assets, rights, results of operations, solvency, credit
rating or prospects of the Company, the Group and/or the Company which is
material in the context of the Company, the Group and/or of the Company (as
applicable) as a whole, whether or not arising in the ordinary course of
business and whether or not foreseeable.
Ordinary Shares ordinary shares of 10 pence each in the capital of the Company.
Placee the placees procured by the Bookrunner pursuant to the Placing Agreement.
Placing the placing of the Placing Shares in accordance with the Placing Agreement and
the Placing Documents.
Placing Agreement the placing agreement between the Company and the Bookrunner dated 21 November
2024 in connection with the Placing.
Placing Documents the Placing Announcement, the Presentation Materials, the contract notes
referred to in this Announcement between the Bookrunner and each of the
Placees and any other document issued by or on behalf of the Company in
connection with the Placing with the authority of the Company and any
supplement or amendment to any of them, excluding for the avoidance of doubt,
the PrimaryBid Documents.
Placing Price 875 pence per Ordinary Share.
Placing Shares 4,571,428 new Ordinary Shares (which, for the avoidance of doubt, does not
include the PrimaryBid Shares).
Presentation Materials the written presentation materials in the approved terms used by the Company
in meetings with institutional investors in connection with the Placing prior
to the date of the Placing Agreement.
PrimaryBid PrimaryBid Limited.
PrimaryBid Documents any information or documentation used by PrimaryBid in connection with the
PrimaryBid Offer, or any webpage relating to the PrimaryBid Offer.
PrimaryBid Offer the offer by the Company (through PrimaryBid) of the PrimaryBid Shares on the
terms set out in the PrimaryBid Engagement Letter, gross proceeds of which
shall not exceed £1 million.
PrimaryBid Shares any Ordinary Shares to be issued by the Company under the PrimaryBid Offer.
Purchaser a wholly owned subsidiary of the Company incorporated in Australia for the
purposes of the Acquisition.
Target E M Solutions Pty Limited (ACN 082 157 846) whose registered office is at 55
Curzon Street, Tennyson, QLD, 4105.
Target Group the Target and its subsidiary, EM Solutions (Europe) B.V. (company number
866484115) Australia and subsidiary undertakings and Target Group Company
shall be construed accordingly.
Vendor means Electro Optic Systems Holdings Limited (ACN 092 708 364) incorporated in
Australia whose registered office is at 18 Wormald Street, Symonston, ACT 2609
Australia.
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