REG - Conygar Investmnt Co - Proposed Placing
17/12/2021 07:00
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RNS Number : 9665V Conygar Investment Company PLC(The) 17 December 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION (EU) NO 596/2014 ("MAR") WHICH IS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON publication of this announcement,
the inside information is now considered to be in the public domain for the
purposes of MAR.
The Conygar Investment Company PLC
("Conygar" or the "Company")
Proposed Equity Raise of c.£10 million
Conygar announces its intention to conduct a placing of c.6.7 million new
Ordinary Shares ("Placing Shares") at a price of 150 pence per share (the
"Placing Price" and the "Placing"), raising gross proceeds of c.£10
million.
Highlights
· Proposed issue of c.6.7 million Placing Shares under the Placing
at 150 pence per Placing Share, with the placing of any Placing Shares in
excess of 5 million Placing Shares being conditional on certain resolutions
being passed at the Company's Annual General Meeting to be held at 4.00 p.m.
on 20 December 2021 (the "2021 AGM").
· The Placing Price of 150 pence per Placing Share represents:
o a discount of 7.7 per cent. to the Company's closing share price of 162.5
pence per Ordinary Share on 16 December 2021 (being the last business day
prior to this announcement); and
o a discount of 31.0 per cent. to the Company's net asset value per
Ordinary Share of 217.4 pence per Ordinary Share as at 30 September 2021.
· The Company has a number of potential uses for the proceeds from
the Issue, all of which will assist with progressing The Island Quarter site
in Nottingham. These include funding the completion of the construction for
the first phase of the scheme, bringing a new electricity substation to the
site, funding the equity component of the student accommodation scheme and
potentially progressing the design and planning for an office scheme. More
details on these are set out below.
· It is the intention of the Directors to subscribe for 704,000
Placing Shares at the Placing Price in the Placing.
· The Placing will be conducted through an accelerated bookbuild,
which will be launched immediately following release of this announcement (the
"Bookbuild"). Liberum Capital Limited ("Liberum") is acting as sole
bookrunner in connection with the Placing (the "Bookrunner").
· The Placing Shares will represent approximately 12.8 per cent. of
the Company's existing issued share capital, assuming 6.7 million Placing
Shares are issued in total.
· Admission of the Placing Shares to trading on AIM is expected to
be on or around 22 December 2021.
Robert Ware, CEO of Conygar, commented on the Placing:
"The Placing we are announcing today is to fund part of the next phase of the
exciting 36 acre Island Quarter site in Nottingham. There are a number of
potential uses for the proceeds, including bringing a new electricity
substation to the site, funding the equity component of the student
accommodation scheme and potentially progressing the design and planning for
an office scheme. Significant progress has already been made on The Island
Quarter, with planning permission granted for over two million square feet to
include new homes, grade A office space, a creative market, a lifestyle hotel,
retail units, student accommodation and associated public realm."
Background
Since acquiring The Island Quarter in 2016, the Company has made significant
headway in developing the concept and strategy and over the last year has
submitted three detailed planning applications for the early phase
developments. Two of these have subsequently been granted with the third,
which includes two hotels, residential apartments and co-working space,
expected to be considered by the planning committee in early 2022. The
detailed applications granted to date have enabled the Company to commence the
construction of the first phase, which includes a 21,500 square foot food and
beverage-led building, planned for completion by late spring 2022, and to
initiate the on-site preliminary groundworks for a c.700-bed student
accommodation scheme.
Use of proceeds
The Island Quarter project is advancing quickly and there are a variety of
uses for the proceeds from the Placing to assist with progressing the site.
The first phase, which is currently under construction, is expected to be
completed in late spring 2022. The cost to complete this development is c.£6
million.
The Company is also currently bringing a new electricity substation to the
site as there is not enough capacity in the local network for anything beyond
the first phase. The anticipated cost to complete this and ensure that the
entire site is capable of supporting new buildings is expected to be c.£5
million.
The Company's detailed application for student accommodation has been granted
and the Company is expecting to be able to commence that development in 2022.
The Company has also received several offers of bank finance for the
construction and will determine how much of the placing proceeds to deploy as
equity in this scheme next year.
The Company is also in discussions with a number of businesses for office
space totalling 250,000 square feet. Should these negotiations progress, it is
expected that part of the net proceeds of the Placing will be used to fund the
design and planning processes as required.
Any additional cash requirements in connection with the above projects, in
excess of the proceeds from the Placing, will be covered by funds from the
sale of other assets.
As at 16 December 2021 (the latest practicable date prior to this
announcement), the Company had c.£7.0 million of cash and requires further
funding for the Island Quarter.
General Nottingham update
Since 30 September 2021, there has been steady progress on The Island Quarter.
The construction of the first phase has continued and is still on track to be
completed in late spring 2022. Following the granting of the permission for
the student accommodation, the Company has focused on finalising the Section
106 Agreement and liaising with contractors to ensure a start on site in 2022.
The Company is also in discussions with a number of organisations about taking
commercial space on the site, and will look to progress those as soon as
possible.
Numerous discussions have occurred, several of which are ongoing and some of
which have just commenced, involving potential investors, potential partners
and potential occupiers for all or different parts of the development. At
present, none of these discussions have reached an advanced stage.
Update on other existing projects
Cross Hands, Carmarthenshire
As announced in the Company's results for the year ended 30 September 2021,
the retail park at Cross Hands is fully occupied comprising a strong and
diverse tenant base including Lidl, B&M Retail, Costa Coffee, Iceland
Foods, Domino's Pizza, Pets at Home, Burger King, Snap Fitness and One Below
which produces an annual rent roll of £1.38 million.
As the park is now fully income producing, the Company is considering
marketing the park for sale in early 2022.
Holyhead Waterfront, Anglesey
The Company is awaiting the determination of its further detailed design and
reserved matters application submitted in October 2021.
Selly Oak, Birmingham
As previously disclosed, contracts have been exchanged for sale to a
specialist provider of student accommodation. The local authority issued its
agreement to the Section 106 Agreement on these two industrial units and
accordingly their planning consent on 12 November 2021. The sale agreement is
now unconditional and the Company currently anticipates that the student
provider will complete their acquisition by the end of 2021, at a price
materially above the Company's current book value for the asset.
Haverfordwest, Pembrokeshire
The construction of the 300-metre spine road and associated infrastructure
will be completed by the end of 2021. The Company's application to reduce the
costs payable under the Section 106 Agreement was approved by the planning
committee on 14 December 2021. All section 106 payments are to be removed for
the first phase of 115 houses and subsequent phases will be considered in a
similar fashion as they come forward. These amendments will be formally
documented in due course.
Parc Cybi and Rhosgoch, Anglesey
Nothing new to report.
Bristol option agreement
The Company has signed an exclusivity agreement to acquire the land at The
Wholesale Fruit Centre in Bristol. This is a site of c.15 acres to the east of
Temple Meads Station. The transaction is subject to full due diligence and the
granting of a suitable planning permission. At present, the Company is only
committed to £60,000 in legal costs but assuming the due diligence is
successful a planning application will follow which is likely to cost in the
region of £1.5m and is expected to take nine months to be submitted.
Further information on the Placing
The Company is proposing to raise gross proceeds of c.£10 million through a
placing of c.6.7 million Placing Shares with new and existing investors at the
Placing Price of 150 pence per share.
The Placing Price of 150 pence per Placing Share represents:
· a discount of 7.7 per cent. to the Company's closing share price
of 162.5 pence per Ordinary Share on 16 December 2021 (being the last business
day prior to this announcement); and
· a 31.0 per cent. discount to the Company's net asset value per
Ordinary Share of 217.4 pence per Ordinary Share as at 30 September 2021.
Liberum Capital Limited, as placing agent for the Company ("Liberum"), will
use its reasonable endeavours to place the Placing Shares with institutional
and other investors at the Placing Price. The Directors reserve the right, in
conjunction with Liberum and subject to seeking any necessary shareholder
approvals, to increase the size of the Placing.
The Placing will be conducted by way of a bookbuilding process which will be
launched immediately following this Announcement, in accordance with the terms
and conditions set out in Appendix 1 below, and is expected to close by
5.00 p.m. on 17 December 2021. Liberum, in consultation with the Company,
reserves the right to close the bookbuilding process earlier or later at its
discretion.
Details of the number of Placing Shares and the approximate gross proceeds of
the Placing will be announced as soon as practicable after the closing of the
Placing.
The Placing is not being underwritten.
The placing of up to 5 million Placing Shares pursuant to the Placing will use
the existing shareholder authorities available to the Company which were
granted by Shareholders at the 2020 AGM and any placing of Placing Shares
pursuant to the Placing in excess of 5 million Placing Shares will use the
shareholder authorities proposed to be made available to the Company at the
2021 AGM and will therefore be conditional upon the approval of the relevant
resolutions by Shareholders at the 2021 AGM. The Placing is conditional upon
Admission of the Placing Shares to trading on AIM, which is expected to occur
on or around 8.00 a.m. on 22 December 2021.
The Placing Shares issued pursuant to the Placing will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of issue.
Directors' participation in the Placing
The Directors intend to participate in the Placing as follows:
Director No. of Placing Shares
Nigel Hamway 100,000
Bim Sandhu 392,500
Robert Ware 147,500
Freddie Jones 15,000
Christopher Ware 34,000
David Baldwin 15,000
Expected timetable
Placing opens 7:00 a.m. on 17 December 2021
Placing closes By 5.00 p.m. on 17 December 2021
Result of Placing Announced By 20 December 2021
2021 AGM 4.00 p.m. on 20 December 2021
Admission of Placing Shares 8.00 a.m. on 22 December 2021
Each of the times and dates above refer to London time and are subject to
change by the Company. Any such change will be notified to Shareholders by an
announcement on a Regulatory Information Service.
- Ends -
For further information contact:
The Conygar Investment Company PLC 020 7258 8670
Robert Ware / David Baldwin
Liberum Capital Limited - Bookrunner, Nominated Adviser and Broker 020 3100 2222
Richard Lindley / Jamie Richards / Edward Phillips / Lydia Zychowska
Temple Bar Advisory (Public Relations)
Alex Child-Villiers
07795 425580
William Barker
07827 960151
DEFINITIONS AND GLOSSARY
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
2020 AGM the annual general meeting of the Company held on 18 December 2020
2021 AGM the annual general meeting of the Company to be held at 4.00 p.m. on 20
December 2021
Admission the admission of the Placing Shares to be issued pursuant to the Placing to
trading on AIM in accordance with the AIM Rules
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange governing
admission to and trading on AIM, as may be amended from time to time
AIM Rules for Nominated Advisers the AIM Rules for Nominated Advisers published by the London Stock Exchange
setting out the eligibility, on-going obligations and certain disciplinary
matters in relation to nominated advisers, as may be amended from time to time
Articles the articles of association of the Company
Board the board of directors of the Company
certificated or in certificated form the description of a share or security which is not in uncertificated form
(that is, not in CREST)
Company The Conygar Investment Company PLC of First Floor, Suite 3, 1 Duchess Street,
London W1W 6AN United Kingdom
CREST the relevant systems for the paperless settlement of trades in securities and
the holding of uncertificated securities operated by Euroclear in accordance
with the CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including
(i) any enactment or subordinate legislation which amends or supersedes those
regulations and (ii) any applicable rules made under those regulations for the
time being in force
Directors the directors of the Company
EEA the European Economic Area
Exchange Act the U.S. Securities Exchange Act of 1934, as amended
Excluded Territory Canada, Japan, Australia, New Zealand, the Republic of South Africa and the
U.S. and any jurisdiction where the extension or availability of the Placing
(and any other transaction contemplated thereby) would breach any applicable
laws or regulations, and "Excluded Territories" shall mean any of them
Existing Ordinary Shares the Ordinary Shares in issue as at the date of this announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as may be amended from time to
time
Group the Company, together with its subsidiaries and subsidiary undertakings
Liberum Liberum Capital Limited, acting as the Company's sole bookrunner in connection
with the Placing
London Stock Exchange London Stock Exchange plc
Market Abuse Regulation the UK version of the Market Abuse Regulation (Regulation (EU) 596/2014),
together with all delegated regulations and implementing regulations made
thereunder, which form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended, and any legislation made in the United
Kingdom in connection with the entry into force of such regulations.
Member State a sovereign state which is a member of the European Union
Official List the official list maintained by the FCA
Ordinary Shares ordinary shares of £0.05 each in the capital of the Company
Overseas Shareholders Shareholders with registered addresses outside the UK or who are citizens of,
incorporated in, registered in or otherwise resident in, countries outside the
UK
Placee any person to whom the offer of Placing Shares may be lawfully communicated
(including individuals, funds or otherwise) by whom or on whose behalf a
commitment to subscribe for Placing Shares has been given
Placing the conditional placing of Placing Shares at the Placing Price as described in
this document
Placing Agreement the Placing Agreement dated on or around the date of this announcement between
the Company and Liberum relating to the Placing
Placing Price 150 pence per Placing Share
Placing Shares the new Ordinary Shares which are proposed to be placed in accordance with the
terms of the Placing
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
Qualified Investor a qualified investor within the meaning of the Prospectus Regulation Rules
Regulation S Regulation S under the Securities Act
Regulatory Information Service a regulated information service approved by the FCA and on the list of
Regulatory Information Services maintained by the FCA
Section 106 Agreement an agreement between a developer and a local planning authority concerning
measures that a developer will take in order to mitigate a development's
impact
Shareholders holders of Ordinary Shares
Sterling or £ the lawful currency of the United Kingdom
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
U.S. or United States the United States of America, its states, territories and possessions,
including the District of Columbia
U.S. Person any person who is a U.S. Person within the meaning of Regulation S
IMPORTANT NOTICE
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
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 or subscribe for any shares in
the Company in the United States 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 securities of the Company 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. There will not be any public offering of securities of the
Company in the United States.
This announcement contains inside information for the purposes of Article 7 of
MAR. Upon publication of this announcement, the inside information is now
considered to be in the public domain for the purposes of MAR. The person
responsible for arranging the release of this announcement on behalf of the
Company is David Baldwin.
The contents of this announcement, which have been prepared and issued by, and
are the sole responsibility of the Company.
The information contained in this announcement is for information purposes
only and does not purport to be full or complete. The information contained in
this announcement is given at the date of its publication (unless otherwise
marked) and is subject to updating, revision and amendment from time to time.
No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
Members of the public are not eligible to take part in the Placing. This
announcement is directed only at: (a) persons in the United Kingdom who are
Qualified Investors and who: (i) have professional experience in matters
relating to investments falling within article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii)
fall within article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc) of the Order; or (b) are persons to whom it may otherwise
be lawfully communicated (all such persons in (a) and (b) together being
referred to as "Relevant Persons").
This announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. This announcement does not
itself constitute an offer for sale or subscription of any securities in the
Company.
All offers of the Placing Shares in the UK will be made pursuant to an
exemption from the requirement to produce a prospectus.
This announcement has been issued by, and is the sole responsibility of, the
Company. No undertaking, representation, warranty or other assurance, express
or implied, is made or given by or on behalf of the Company or any member of
the Company's group, Liberum or any of their respective directors, officers,
partners, employees, agents or advisers or any other person as to the accuracy
or completeness of the information or opinions contained in this announcement
and no responsibility or liability is accepted by any of them for any such
information or opinions or for any errors, omissions or misstatements,
negligence or otherwise in this announcement.
Liberum, which is a member of the London Stock Exchange, is authorised and
regulated in the UK by the Financial Conduct Authority ("FCA") and is acting
as, nominated adviser, broker and sole bookrunner to the Company in connection
with the Placing and Admission. Liberum is not acting for, and will not be
responsible to, any person other than the Company for providing the
protections afforded to its customers or for advising any other person on the
contents of this announcement or on any transaction or arrangement referred to
in this announcement. Liberum's responsibilities as the Company's nominated
adviser under the AIM Rules are owed solely to the London Stock Exchange and
are not owed to the Company, any director of the Company or to any other
person. No representation or warranty, express or implied, is made by Liberum
as to, and no liability is accepted by Liberum in respect of, any of the
contents of this announcement.
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 applicable securities laws and regulations of other
jurisdictions.
This announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events and the Company's future financial condition and
performance. These statements, which sometimes use words such as "aim",
"anticipate'', "believe", "may", "will", "should", "intend", "plan",
"assume'', "estimate", "expect' (or the negative thereof) and words of similar
meaning, reflect the current beliefs and expectations of the directors of the
Company and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to predict, that
could cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. The information contained in this announcement
speaks only as of the date of this announcement and is subject to change
without notice and the Company does not assume any responsibility or
obligation to, and does not intend to, update or revise publicly or review any
of the information contained to this announcement, whether as a result of new
information, future events or otherwise, except to the extent required by the
FCA, the London Stock Exchange or by applicable law.
Any information in this announcement in respect of past performance (including
without limitation past performance of the Company, its group, shares in the
Company and/or the Company's portfolio) cannot be relied upon as a guide to
future performance. The price of shares and the income from them may fluctuate
upwards or downwards and cannot be guaranteed.
Appendix 1 - Terms and Conditions of the Placing
INTRODUCTION
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS
RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, THE EXCLUDED
TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT BEING OFFERED
OR SOLD TO ANY PERSON IN THE UK, OTHER THAN TO QUALIFIED INVESTORS, WHICH
INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE
NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT: (A) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER;
OR (B) ARE PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS
IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU
ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF
OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND
SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED
IN AND IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION
S") AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. THERE WILL BE NO PUBLIC
OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES
OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR
ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND,
IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE
PLACING SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS
WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL
OF THE PLACING SHARES.
Placees will be deemed to have read and understood this announcement and these
terms and conditions in their entirety and to be making such offer on the
terms and conditions and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In particular,
each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in the Prospectus Regulation Rules, (i) the
Placing Shares acquired by it have not been acquired on behalf of, nor have
they been acquired with a view to their offer or resale to, persons in the UK
other than Qualified Investors or in circumstances in which the prior consent
of Liberum has been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in the UK other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the
Prospectus Regulation Rules as having been made to such persons;
3. it (and any person on whose account it is acting) is (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) is a dealer or other professional fiduciary in the United States acting on
a discretionary basis for a non-U.S. Person as defined in and in reliance on
Regulation S; and
4. it is not and is not acting for the account or benefit of a
person who is, a national of Canada, Australia, Japan or the Republic of South
Africa.
The Company and Liberum will rely upon the truth and accuracy of the foregoing
representations, acknowledgements and agreements. Liberum does not make any
representation to any Placee regarding an investment in the Placing Shares
referred to in this announcement (including this Appendix).
This announcement (including this Appendix) does not constitute an offer, and
may not be used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction in which such offer or solicitation is or may be unlawful. This
announcement (including this Appendix) and the information contained herein is
not for publication or distribution, directly or indirectly, to persons in the
United States, the Excluded Territories or in any jurisdiction in which such
publication or distribution is unlawful. Persons who come into possession of
this announcement are required by the Company to inform themselves about and
to observe any restrictions of transfer of this announcement. No public offer
of securities of the Company under the Placing is being made in the United
Kingdom, the United States or any Excluded Territory.
In particular, the Placing Shares referred to in this announcement have not
been and will not be registered under the Securities Act or under any laws of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in the United States. The
Placing Shares are only being offered and sold only outside the United States
in offshore transactions as defined in and in accordance with Regulation S.
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; 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 any
of the Excluded Territories. 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 the Excluded
Territories or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the announcement of which it forms part should seek appropriate advice before
taking any action.
DETAILS OF THE PLACING
Liberum has entered into the Placing Agreement with the Company under which
Liberum has, on the terms and subject to the conditions set out therein,
undertaken to use its reasonable endeavours to procure, as agent for the
Company, subscribers for the Placing Shares at the Placing Price.
The Placing Agreement contains customary warranties given by the Company to
Liberum as to matters relating to the Company and its business and a customary
indemnity given by the Company to Liberum in respect of liabilities arising
out of, or in connection with, the Placing.
Liberum (after consultation with the Company) reserves the right to scale back
the number of Placing Shares to be subscribed by any Placee in the event of
applications in excess of the target amount under the Placing and/or if
applications have been received in excess of 5 million Placing Shares and the
requisite resolutions are not passed at the 2021 AGM. In such case individual
applications may, at Liberum's discretion, be reduced pro rata on the basis of
a total Placing of 5 million Placing Shares. The Company and Liberum also
reserves the right not to accept offers to subscribe for Placing Shares or to
accept such offer in part rather than in whole. Liberum shall be entitled to
effect the Placing by such method as Liberum shall in its sole discretion
determine. To the fullest extent permissible by law, neither Liberum nor any
holding company of Liberum nor any subsidiary branch or affiliate of Liberum
(each an "affiliate") nor any person acting on behalf of any of the foregoing
shall have any liability to the Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, neither Liberum nor any
affiliate thereof nor any person acting on its behalf shall have any liability
to Placees in respect of its conduct of the Placing.
Each Placee's obligations will be owed to the Company and to Liberum.
Following the confirmation referred to below in the paragraph entitled
"Participation in, and principal terms of, the Placing", each Placee will also
have an immediate, separate, irrevocable and binding obligation, owed to
Liberum, to pay to Liberum (or as Liberum may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of Placing
Shares which such Placees has agreed to acquire.
Each Placee agrees to indemnify on demand and hold each of the Company,
Liberum and their respective affiliates harmless from any all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the acknowledgments, undertakings,
representations, warranties and agreements set forth in these terms and
conditions and any contract note.
The Placing is also conditional upon the Placing Agreement becoming
unconditional and the Placing Agreement not being terminated in accordance
with its terms. Further details of conditions in relation to the Placing are
set out below in the paragraph entitled "Conditions of the Placing".
A Placee agrees to become a member of the Company and agrees to subscribe for
those Placing Shares allocated to it by Liberum at the Placing Price,
conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. on
22 December 2021 (or such later time and/or date, not being later than 5.00
p.m. on 14 January 2022, as the Company and Liberum may agree); (ii) the
Placing Agreement becoming otherwise unconditional in all respects and not
having been terminated in accordance with its terms on or before the date of
Admission; and (iii) Liberum confirming to the Placees their allocation of
Placing Shares.
To the fullest extent permitted by law, each Placee acknowledges and agrees
that it will not be entitled to exercise any remedy of rescission at any time.
This does not affect any other rights the Placee may have. Fractions of
Placing Shares will not be issued.
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the London Stock Exchange for Admission. It is
expected that settlement of any such Placing Shares and Admission will become
effective on or around 8.00 a.m. on 22 December 2021 and that dealings in the
Placing Shares will commence at that time.
PAYMENT FOR SHARES
Each Placee has a separate, irrevocable and binding obligation to pay the
Placing Price in cleared funds for the number of Placing Shares duly allocated
to the Placee under the Placing in the manner and by the time directed by
Liberum. If any Placee fails to pay as so directed and/or by the time
directed, the relevant Placee's application for Placing Shares shall at
Liberum's discretion either be rejected or accepted in which case the
paragraph below entitled "Registration and Settlement" shall apply to such
application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
Liberum (whether through itself or any of its affiliates) is arranging the
Placing as placing agent for the Company for the purpose of using reasonable
endeavours to procure Placees at the Placing Price for the Placing Shares.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by Liberum. Liberum and its
affiliates may participate in the Placing as principal.
By participating in the Placing, Placees will be deemed to have read and
understood this announcement, including this Appendix, in its entirety and to
be participating and making an offer for Placing Shares on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, agreements and undertakings contained in this Appendix.
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
The number of Placing Shares to be issued, and the extent of each Placee's
participation in the Placing (which will not necessarily be the same for each
Placee), will be agreed by Liberum, (following consultation with the Company)
following completion of the bookbuilding process in respect of the Placing
(the "Bookbuild"). No element of the Placing will be underwritten. The
aggregate number of Placing Shares will be announced on a Regulatory
Information Service following completion of the Bookbuild.
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally with Liberum as agent of the Company. Each
Placee's allocation will be confirmed to Placees orally or by email by
Liberum, and a form of confirmation or contract note will be dispatched as
soon as possible thereafter. The oral or email confirmation to such Placee
will constitute an irrevocable legally binding commitment upon such person
(who will at that point become a Placee) in favour of Liberum and the Company,
under which it agrees to acquire the number of Placing Shares allocated to it
at the Placing Price on the terms and conditions set out in this Appendix and
in accordance with the articles of incorporation of the Company.
Except as required by law or regulation, no press release or other
announcement will be made by Liberum or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under the paragraph entitled "Registration and
Settlement".
All obligations under the Placing will be subject to fulfilment or (where
applicable) waiver of, amongst other things, the conditions referred to below
and to the Placing not being terminated on the basis referred to below.
By participating in the Placing, each Placee will agree 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.
To the fullest extent permissible by law, none of the Company, Liberum or any
of their respective affiliates shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise under these
terms and conditions). In particular, neither the Company, Liberum or any of
their respective affiliates shall have any liability (including to the fullest
extent permissible by law, any fiduciary duties) in respect of Liberum's
conduct of the Placing. Each Placee acknowledges and agrees that the Company
is responsible for the issue of the Placing Shares to the Placees and Liberum
shall have no liability to the Placees for the failure of the Company to
fulfil those obligations.
CONDITIONS OF THE PLACING
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
Liberum's obligations under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:
1. the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
2. Admission taking place not later than 8.00 a.m. on 22
December 2021 (or such later date as may be agreed in writing between the
Company and Liberum); and
3. in respect of any Placing Shares placed under the Placing
in excess of 5 million Placing Shares, the passing of certain required
shareholder resolutions to be proposed at the 2021 AGM, or any adjournment
thereof.
If (a) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Liberum by the respective
time or date where specified (or such later time or date as the Company and
Liberum may agree not being later than 5.00 p.m. on 14 January 2022 (the
"Final Date")); or (b) the Placing Agreement is terminated as described below,
the Placing in relation to the Placing Shares will lapse and the Placee's
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
the Placee in respect thereof.
Subject to certain exceptions, Liberum may, at its absolute discretion and
upon such terms as it thinks fit, waive, or extend the period (up to the Final
Date) for, compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments as set out
in this announcement.
Neither Liberum nor the Company shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision they may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any condition to the Placing nor for
any decision they may make as to the satisfaction of any condition or in
respect of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute discretion of
Liberum.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Liberum is entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances,
including, inter alia:
1. the Company has failed to comply with any of its
obligations under the Placing Agreement which is material in the context of
the Placing and/or Admission; or
2. any of the warranties given by the Company to Liberum under
the Placing Agreement not being true or accurate or being misleading when
given or deemed given or repeated or deemed repeated (by reference to the
facts and circumstances in each case then existing).
The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and in the Placing
Agreement and will not be subject to termination by the Placee or any
prospective Placee at any time or in any circumstances. By participating in
the Placing, Placees agree that the exercise by Liberum of any right of
termination or other discretion under the Placing Agreement shall be within
the absolute discretion of Liberum, and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or decision not to exercise. Placees will
have no rights against Liberum, the Company or any of their respective
directors or employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
NO PROSPECTUS
The Placing Shares are being offered to Relevant Persons only and will not be
offered in such a way as to require a prospectus in the United Kingdom or
elsewhere. No offering document or prospectus has been or will be submitted to
be approved by the FCA in relation to the Placing and Placees' commitments
will be made solely on the basis of the information contained in this
announcement (including this Appendix) and certain business and financial
information the Company is required to publish in accordance with the AIM
Rules and the rules and practices of the FCA (collectively "Exchange
Information").
Each Placee, by accepting a participation in the Placing, agrees that the
content of this announcement, including this Appendix, is exclusively the
responsibility of the Company and confirms that it has not relied on any other
information (other than the Exchange Information), representation, warranty,
or statement made by or on behalf of the Company or Liberum or any other
person and neither Liberum nor the Company nor any other person will be liable
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received. 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. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN: GB0033698720)
following Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions.
Liberum reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other means that
Liberum deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this announcement or
would not be consistent with the regulatory requirements in any Placee's
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such Placee to
Liberum (as agent for the Company) and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the CREST or certificated
settlement instructions that it has in place with Liberum.
It is expected that settlement in respect of the Placing Shares will be on or
around 22 December 2021 on a T+2 delivery versus payment basis in accordance
with the instructions set out in the trade confirmation. The relevant
settlement details for the Placing Shares are as follows:
CREST Participant ID of Liberum: 7BUAG
Expected Trade Date: 20 December 2021
Expected Settlement Date: 22 December 2021
ISIN code for the Placing Shares: GB0033698720
Deadline for Placee to input instructions into CREST: 12.00 noon on 21 December 2021
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 two
percentage points above the base rate of Barclays Bank PLC but 2% 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, Liberum may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for
Liberum's account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. Any excess
proceeds will pass to the relevant Placee at its risk. The relevant Placee
will, however, remain liable and shall indemnify Liberum on demand for any
shortfall below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax (together
with any interest or penalties) which may arise upon the sale of such Placing
Shares on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Liberum all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which
Liberum lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and Liberum, namely that, each Placee (and any person acting on such
Placee's behalf):
1. represents and warrants that it has read and understood
this announcement, including this Appendix, in its entirety and that its
subscription 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 undertakes not to
redistribute or duplicate this announcement (including this Appendix);
2. acknowledges that no offering document or prospectus has
been prepared in connection with the placing of the Placing Shares and
represents and warrants that it has not received a prospectus or other
offering document in connection therewith;
3. acknowledges that the Placing Shares are admitted to
trading on AIM, and the Company is therefore required to publish the Exchange
Information, which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and loss
account and that the Placee is able to obtain or access such information
without undue difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded company, without
undue difficulty;
4. acknowledges that the content of this announcement
(including this Appendix) is exclusively the responsibility of the Company,
and that neither Liberum, its affiliates or any person acting on its behalf
has or shall have any liability for any information, representation or
statement contained in this announcement (including this Appendix) or any
information previously or concurrently published by or on behalf of the
Company (including any Exchange Information), and will not be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this announcement (including this
Appendix) or otherwise. Each Placee further represents, warrants and agrees
that the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing Shares is
contained in this announcement (including this Appendix) and any Exchange
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given or representations,
warranties or statements made by Liberum, the Company or any of their
respective directors, officers or employees or any person acting on behalf of
any of them (including with respect to the Company, the Placing, the Placing
Shares or the accuracy, completeness or adequacy of any publicly available
information), or, if received, it has not relied upon any such information,
representations, warranties or statements, and neither Liberum nor the Company
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees that it may
not place the same degree of reliance on this announcement as it may otherwise
place on a prospectus or admission document. Each Placee further acknowledges
and agrees that it has relied solely on its own investigation of the business,
financial or other position of the Company and the terms of the Placing in
deciding to participate in the Placing and it will not rely on any
investigation that Liberum, its affiliates or any other person acting on its
behalf has or may have conducted;
5. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning the Company
in accepting this invitation to participate in the Placing;
6. acknowledges that Liberum does not have any duties or
responsibilities to it, or its clients, similar or comparable to the duties of
"best execution" and "suitability" imposed by the Conduct of Business
Sourcebook in the FCA's Handbook of Rules and Guidance and that Liberum is not
acting for it or its clients and that Liberum will not be responsible for
providing protections to it or its clients;
7. acknowledges that neither Liberum, any of its affiliates or
any person acting on behalf of them has or shall have any liability for any
publicly available or filed information (including any Exchange Information)
or any representation relating to the Company, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. that, save in the event of fraud on the part of Liberum
(and to the extent permitted by the FCA), neither Liberum, its ultimate
holding company nor any direct or indirect subsidiary undertakings of such
holding company, nor any of their respective directors and employees shall be
liable to Placees for any matter arising out of Liberum's role as placing
agent or otherwise in connection with the Placing and that where any such
liability nevertheless arises as a matter of law, Placees will immediately
waive any claim against any of such persons which it may have in respect
thereof;
9. represents and warrants that it is not a person located in
the United States and is eligible to participate in an "offshore transaction"
as defined in and in accordance with Regulation S and the Placing Shares were
not offered to it by means of "directed selling efforts" as defined in
Regulation S;
10. acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or under any laws of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States, and that the Placing Shares are only being offered and sold
outside the United States in offshore transactions as defined in and pursuant
to Regulation S under the Securities Act. It further agrees not to reoffer,
resell, pledge, transfer or deliver any Placing Shares, directly or
indirectly, in the United States, except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction in the United States;
11. unless otherwise specifically agreed in writing with
Liberum, represents and warrants that neither it nor the beneficial owner of
such Placing Shares will be a resident of Excluded Territories;
12. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Excluded Territories
and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within those
jurisdictions;
13. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
14. represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse
Regulation, Criminal Justice Act 1993 and Part VIII of the Financial Services
and Markets Act 2000, as amended ("FSMA") and other applicable law; (ii) in
connection with money laundering and terrorist financing, it has complied with
its obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer) 2017
Regulations, and any other applicable law (where all such legislation listed
under this (ii) shall together be referred to as the "AML Legislation"); and
(iii) it is not a person: (1) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of Foreign Assets
Control of the U.S. Department of the Treasury; (2) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (3) subject to financial sanctions imposed pursuant to a
regulation of the EU or a regulation adopted by the United Nations (together,
the "Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and pursuant to AML
Legislation and has obtained all governmental and other consents (if any)
which may be required for the purpose of, or as a consequence of, such
purchase, and it will provide promptly to Liberum or the Company such
evidence, if any, as to the identity or location or legal status of any person
(including in relation to the beneficial ownership of any underlying investor)
which Liberum or the Company may request from it in connection with the
Placing (for the purpose of complying with such Regulations or ascertaining
the nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise or any other information as may be required to comply
with legal or regulatory requirements (including in particular under the AML
Legislation)) in the form and manner requested by Liberum or the Company on
the basis that any failure by it to do so may result in the number of Placing
Shares that are to be purchased by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Liberum may decide at its
sole discretion;
15. if a financial intermediary, as that term is used in the
Prospectus Regulation Rules, represents and warrants that the Placing Shares
purchased 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 the UK other than Qualified Investors, or in
circumstances in which the prior consent of Liberum has been given to the
offer or resale;
16. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the UK prior to
Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
the UK within the meaning of the Prospectus Regulation Rules;
17. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of the FSMA does not require approval
of the communication by an authorised person;
18. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA and the Financial Services Act 2012
with respect to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
19. if in the United Kingdom, represents and warrants that it is
a person who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of the Order or
it is a person to whom the Placing Shares may otherwise be lawfully offered
under such Order or, if it is receiving the offer in circumstances under which
the laws or regulations of a jurisdiction other than the United Kingdom would
apply, it is a person to whom the Placing Shares may be lawfully offered under
that other jurisdiction's laws and regulations; (ii) is a Qualified Investor;
and (ii) is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;
20. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and has obtained
all necessary consents and authorities and taken any other necessary actions
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
(including this Appendix)) and will honour such obligations;
21. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account: (i) to acquire the Placing Shares for each managed account;
(ii) to make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Appendix and the Announcement of which it
forms part; and (iii) to receive on its behalf any investment letter relating
to the Placing in the form provided to it by Liberum;
22. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in accordance with
this announcement (including this Appendix) on the due time and date set out
herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as Liberum may in its sole discretion determine and
without liability to such Placee and it will remain liable and will indemnify
Liberum on demand for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security transfer
tax (together with any interest or penalties due pursuant to or referred to in
these terms and conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf;
23. acknowledges that neither Liberum, any of its affiliates, or
any person acting on behalf of any of them, is making any recommendations to
it, advising it regarding the suitability of any transactions it may enter
into in connection with the Placing and that participation in the Placing is
on the basis that it is not and will not be treated for these purposes as a
client of Liberum and that Liberum does not have any duties or
responsibilities to it for providing the protections afforded to their
respective 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 their rights and obligations thereunder, including any
rights to waive or vary any conditions or exercise any termination right;
24. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself; or (ii) its
nominee, as the case may be. Neither Liberum nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to participate in the Placing
and it agrees to indemnify the Company and Liberum in respect of the same on
the basis that the Placing Shares will be issued to the CREST stock account of
Liberum who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions;
25. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with such
agreement 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 (including non-contractual matters)
arising out of any 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 the Company or Liberum
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;
26. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
27. agrees that the Company, Liberum and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to Liberum on its own behalf and on behalf of the Company and are irrevocable
and are irrevocably authorised to produce this announcement or a copy thereof
to any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby;
28. agrees to indemnify on an after-tax basis and hold the
Company, Liberum and their respective affiliates 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 in this Appendix and
further agrees that the provisions of this Appendix shall survive after
completion of the Placing;
29. acknowledges that no action has been or will be taken by any
of the Company, Liberum or any person acting on behalf of the Company or
Liberum that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for that purpose
is required;
30. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment matters as
is required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and in this sector and is aware that it may be
required to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination and due
diligence of the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved;
31. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or contract
note will continue, notwithstanding any amendment that may in the future be
made to the terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's conduct of the Placing;
32. acknowledges that Liberum or any of its affiliates acting as
an investor for its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such shares and may
offer or sell such shares other than in connection with the Placing;
33. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full compliance with
all applicable laws and regulation; an
34. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement, including this
Appendix.
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Liberum and the Company and are irrevocable and
shall not be capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Liberum will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the allocation,
issue or delivery of Placing Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty
reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Liberum in the event that either the Company and/or
Liberum has incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice and notify
Liberum accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Liberum does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Liberum or any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is dealing with
Liberum, any money held in an account with Liberum on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA made under
the FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Liberum's money in accordance with the client
money rules and will be used by Liberum in the course of its own business and
the Placee will rank only as a general creditor of Liberum.
All times and dates in this announcement (including this Appendix) may be
subject to amendment, and Placees' commitments, representations and warranties
are not conditional on any of the expected times and dates in this
announcement (including this Appendix) being achieved. Liberum shall notify
the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an appropriately qualified independent financial adviser.
Liberum is entitled, at its discretion and out of its own resources, at any
time to rebate to some or all of its investors, or to other parties (including
any of its affiliates), part or all of its fees relating to the Placing.
MISCELLANEOUS
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II Directive,
and in particular Chapter 3 of the PROD Sourcebook (together, the "Product
Governance Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, Placees 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, Liberum will only procure investors who meet the
criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
The content of this announcement has been prepared by, and is the sole
responsibility of, The Conygar Investment Company PLC.
The information contained in this announcement is given at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment from time to time. Neither the content of the Company's website nor
any website accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement.
Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the FCA, the London Stock Exchange or applicable law, the Company
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Liberum, which is authorised and regulated in the United Kingdom by the FCA,
is acting as nominated adviser and sole bookrunner to the Company in
connection with the Placing and Admission and to no-one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in relation to the Placing
or Admission or any other matter referred to in this Announcement. Liberum's
responsibilities as the Company's nominated adviser under the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange plc and are not
owed to the Company or to any director of the Company or to any other person
in respect of any decision to acquire shares in the Company in reliance on any
part of this announcement.
Neither Liberum nor any of its directors, officers, employees, advisers,
affiliates or agents, accepts any responsibility or liability whatsoever for
or makes any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted from the
announcement) or for any loss howsoever arising from any use of the
announcement or its contents. Liberum and its directors, officers, employees,
advisers, affiliates or agents, accordingly disclaim all and any liability
whether arising in tort, contract or otherwise which they might otherwise have
in respect of this announcement or its contents or otherwise arising in
connection therewith.
Data Protection
The processing of a Placee's personal data by the Company will be carried out
in compliance with the applicable data protection legislation and with its
Privacy Notice, a copy of which can be found on the Company's website
https://conygar.com/ (https://conygar.com/) .
Each Placee acknowledges that it has read and understood the processing
activities carried out by the Company as informed in the referred Privacy
Notice.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
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