REG - Cordel Group PLC - Proposed Placing
30/03/2023 17:45
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RNS Number : 8433U Cordel Group PLC 30 March 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN INCLUDING THE APPENDIX
(THIS "ANNOUNCEMENT") 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, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW
ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT
IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES
DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW
ZEALAND. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) SHOULD BE READ IN ITS
ENTIRETY.
This Announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 which forms part of domestic law pursuant to the
European Union (Withdrawal) Act 2018 ("MAR"). Prior to publication, certain
information contained within this Announcement was deemed to constitute inside
information for the purposes of Article 7 of MAR. 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. Due to the publication of this Announcement, 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.
30 March 2023
Cordel Group plc
("Cordel" or the "Company")
Proposed Placing to raise approximately £1.7 million
Cordel Group plc (AIM: CRDL), the Artificial Intelligence ("AI") platform for
transport corridor analytics, announces a proposed placing (the "Placing"),
via an accelerated bookbuild ("Bookbuild"), of new ordinary shares of 1p each
in the capital of the Company (the "Ordinary Shares"). The Placing will be
conducted at a price of 6 pence per Ordinary Share (the "Issue Price") in
order to raise, in aggregate, approximately £1.7 million (before expenses).
The Bookbuild will open with immediate effect following release of this
Announcement. A further announcement confirming the closing of the Bookbuild
and the number of new Ordinary Shares to be issued pursuant to the Placing is
expected to be made in due course.
Key highlights
Proposed Placing of new Ordinary Shares at the Issue Price, raising
approximately £1.7 million (before expenses).
The gross proceeds of the Placing will be used as follows:
- c. £1.0m: additional sales and technical staff
- c. £0.2m: AI classification as a service project
- c. £0.5m: working capital and Placing expenses
The Placing will be conducted by way of an accelerated bookbuild process by
Zeus Capital Limited ("Zeus"), as sole broker, which will open with immediate
effect following this Announcement. The timing for the close of the Bookbuild
and allocation of the Placing Shares shall be at the discretion of Zeus, in
consultation with the Company. The Placing is not underwritten. The final
number of Placing Shares will be agreed by Zeus and the Company at the close
of the Bookbuild and the result will be announced as soon as practicable
thereafter.
The Placing is subject to the terms and conditions set out in the appendix
(the "Appendix") to this Announcement.
The Issue Price represents a discount of approximately 4% per cent. to the
closing middle market price of 6.25 pence per Existing Ordinary Share on 29
March 2023, being the latest practicable date prior to the publication of this
Announcement.
The Placing Shares, on the basis of a £1.7 million placing, will represent
approximately 14.36 per cent. of the Enlarged Share Capital. The Placing
Shares will be issued under existing authorities.
Background to and reasons for the Placing
On 15 March 2023, the Company announced that it had been awarded a contract by
Amtrak to supply a fully automated software suite for survey and clearance
management. Amtrak is the main provider of intercity passenger rail service in
the United States, with a 21,000 mile network that connects 46 states, the
District of Columbia, and three Canadian Provinces. This contract is valued at
US$6.7m over 6.5 years.
The Amtrak contract further validates Cordel's product proposition, and the
money raised through this Placing will allow the Company to expand its sales
and technical staff force to accelerate its commercial progress. The Company
has a differentiated value proposition for its target markets and is focused
on executing on a strong deal pipeline supported by qualified and rapidly
maturing new partnerships.
Use of proceeds
The gross proceeds of the Placing will support further expansion into the US
market and are expected to be used as follows:
- c. £1.0m will be used for recruitment of sales and technical
staff (over 1.5 years), to include a senior account manager and delivery lead
in the US, a UK/EU Sales Lead, and a delivery Lead, field engineer and
developer to be based in the UK;
- c. £0.2m will be used for the development of the AI
"classification as a service" project which will allow customers to upload
unstructured data and receive structured data; and
- the balance of the gross proceeds will be used for working
capital and expenses of the Placing.
Current trading and outlook
On 31 January 2023 the Company reported its unaudited results for the six
months ended 31 December 2022. For the period, the Company recorded revenues
of £945k, a 47.5% increase on the corresponding six months to 31 December
2021 (2021: £629k), reflecting the development of new partnerships, products
and capabilities.
The Company continues to be awarded new contracts following competitive bid
processes. This results in steady growth of the total mileage of railway track
under long-term data management and, combined with new analytic services
planned for 2023, is expected to produce further growth in recurring
revenue.
The Placing
The Company proposes to raise approximately £1.7 million (before expenses)
through the Placing at the Issue Price. The Placing is conditional, amongst
other things, upon:
- the Placing Agreement becoming unconditional in all respects save
for Admission and not having been terminated in accordance with its terms; and
- Admission occurring by no later than 8.00 a.m. on 4 April 2023
(or such later date as Zeus, Strand Hanson Limited ("Strand"), the Company's
Nominated Adviser, and the Company may agree, not being later than 8.00 a.m.
on 18 April 2023).
The Directors have obtained a written opinion from specialist tax advisers
confirming that the Placing Shares will rank as "eligible shares" for the
purposes of the Enterprise Investment Scheme and will be capable of being a
"qualifying holding" for the purposes of investment by venture capital trusts
to investors who qualify and are seeking the benefit of tax advantages
pursuant to the Enterprise Investment Scheme and available to venture capital
trusts, respectively, each as governed by HMRC, although neither the Company
nor the Directors give any warranty or undertaking that this will be the case.
There is no guarantee HMRC will agree with the written opinion obtained by the
Company and Placees must take their own advice and rely on it.
Placing Agreement
The Company has entered into a Placing Agreement with Zeus and Strand,
pursuant to which Zeus, as agent for the Company, has agreed to use its
reasonable endeavours to procure Placees for the Placing at the Issue Price.
The Placing Agreement contains warranties from the Company in favour of Zeus
and Strand in relation to, inter alia, the accuracy of the information
contained in the documents relating to the Placing and also certain other
matters relating to the Company and its affairs. In addition, the Company has
agreed to indemnify Zeus and Strand in relation to certain liabilities that it
may incur in respect of the Placing.
Zeus and/or Strand may terminate the Placing Agreement in certain
circumstances (including for breach of warranty at any time prior to
Admission, if such breach is reasonably considered by Zeus and/or Strand to be
material in the context of the Placing) and in the event of any matter
(including, without limitation, any change or development in economic,
financial, political, diplomatic or other market conditions or any change in
any government regulation) occurring which, in the good faith opinion of Zeus
and Strand, is (or will be if it occurs) likely materially and prejudicially
to affect the financial position or the business or prospects of the Company
or otherwise makes it impractical or inadvisable for Zeus or Strand to perform
their respective obligations under the Placing Agreement. .
Admission and settlement
Application will be made for the Placing Shares to be admitted to trading on
AIM. It is expected that Admission will become effective and dealings in the
Placing Shares will commence at 8.00 a.m. on or around 4 April 2023. These
dates and times may change.
All Placing Shares will be issued fully paid at the Issue Price. The Placing
Shares will be allotted and 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 on or after the
date on which they are issued.
It is intended that, if applicable, definitive share certificates in respect
of the Placing Shares will be distributed on 4 April 2023 or as soon as
practicable thereafter. No temporary documents of title will be issued.
For further information please contact:
Cordel Group Plc c/o Zeus
Ian Buddery, Chairman
John Davis, Interim Chief Executive Officer
Zeus (Broker and Bookrunner) +44 (0)20 3829 5000
Simon Johnson (Broking)
Stuart Andrews / Alex Campbell-Harris (Investment Banking)
Strand Hanson Limited (Nominated Adviser) +44 (0)20 7409 3494
Richard Johnson / James Bellman
About Cordel
Cordel produces specialist hardware and software for capturing, analysing and
reporting on large datasets within the transport sector, employing
sophisticated artificial intelligence algorithms.
Further information on the Company is available at: www.cordel.ai
(http://www.cordel.ai/)
Capitalised terms used but not defined in this Announcement shall have the
meanings given to such terms in the section headed 'Definitions' below. Unless
otherwise defined therein, terms defined in the main body of this Announcement
and in the section headed 'Definitions' shall have the same meanings when used
in the Appendix.
Each of the times and dates in this Announcement is subject to change. If any
of the above times and/or dates change, the revised times and/or dates will be
notified by announcement through a Regulatory Information Service. References
to time in this Announcement are to London time.
Definitions
"Act" the Companies Act 2006 (as amended from time to time)
"Admission" the admission of the Placing Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules
"Affiliate" means, as regards any person or entity, their agents, directors, officers,
employees or consultants and any other person connected with them as defined
in FSMA
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by London Stock Exchange plc from time
to time
the National Railroad Passenger Corporation, a corporation organized under 49
"Amtrak" U.S.C. §24101 et seq. and the laws of the District of Columbia, with its
principal office located at 1 Massachusetts Ave., NW, Washington, D.C. 20001
"Appendix" the appendix to this announcement containing the Terms and Conditions
"Articles" the articles of association of the Company for the time being
"Board" or "Directors" the directors of the Company, or any duly authorised committee thereof
"Bookbuild" the offering of Placing Shares to Placees by way of an accelerated bookbuild
by Zeus as agent for the Company, details of which are more particularly set
out in the Appendix
"Business Day" a day not being a Saturday or a Sunday or a bank or public holiday in England
on which clearing banks are open for business in the City of London
"Company" Cordel Group plc (incorporated and registered in England and Wales with
registered number 11098701) whose registered office is at 10 John Street,
London, United Kingdom, WC1N 2EB
"Cordel Affiliate" shall have the meaning given in the Appendix
"CREST" the Relevant System (as defined by the CREST Regulations) for the paperless
settlement of share transfers and the holding of shares in uncertificated form
in respect of which Euroclear is the Operator (as defined by the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (as amended) (SI 2001/3755)
"Enlarged Share Capital" the Ordinary Shares in issue on Admission, including the Placing Shares
Enterprise Investment Scheme the Enterprise Investment Scheme whose rules are contained in Part 5 of the
Income Tax Act 2007 (income tax) and sections 150A to 150C of, and Schedule 5B
to, the Taxation and Chargeable Gains Act 1992 (capital gains tax)
"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST
"Existing Ordinary Shares" the 170,427,186 Ordinary Shares in issue as at the date of this Announcement,
all of which are admitted to trading on AIM and being the entire issued
ordinary share capital of the Company.
"FCA" the Financial Conduct Authority
"FPO" the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
(as amended)
"FSMA" the UK Financial Services and Markets Act 2000, as may be amended from time to
time
"Group" the Company and its subsidiary undertakings and "Group Company" shall be
construed accordingly.
"HMRC" HM Revenue & Customs
"ISIN" International Securities Identification Number
"Issue Price" 6 pence per Placing Share
"London Stock Exchange" London Stock Exchange plc
"MAR" the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and
as modified by or under the European Union (Withdrawal) Act 2018 or other
domestic law (including but not limited to the Market Abuse (Amendment) (EU
Exit) Regulations 2019/310)
"Ordinary Shares" ordinary shares of 1 pence each in the capital of the Company
"Placees" or "Investors" an eligible investor procured by Zeus who agrees to subscribe for Placing
Shares in the Placing
"Placing" the conditional placing of the Placing Shares at the Issue Price pursuant to
the Placing Agreement
"Placing Agreement" the agreement dated 30 March 2023 between the Company, Zeus and Strand
relating to the Placing
"Placing Shares" up to 28,571,428 new Ordinary Shares to be issued in connection with the
Placing to Placees
"Registrar" Computershare Investor Services Plc of The Pavilions, Bridgewater Road,
Bristol BS13 8AE
"Regulation S" Regulation S under the Securities Act
"Shareholders" holders of Ordinary Shares
"Strand" Strand Hanson Limited (registered in England and Wales with registered number
02780169) whose registered office is at 26 Mount Row, London W1K 3SQ, the
Company's Nominated Adviser
"Strand Affiliate" Shall have the meaning set out in the Appendix
"Terms and Conditions" the terms and conditions of the Bookbuild set out in the Appendix
"Uncertificated" recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations may be transferred by means of CREST
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the district of Columbia and all other areas
subject to its jurisdiction
"US Securities Act" the United States Securities Act of 1933 (as amended)
"Zeus" Zeus Capital Limited (registered in England and Wales with registered number
04417845) whose registered office is at 82 King Street, Manchester, M2 4WQ,
the Company's broker
"Zeus Affiliate" shall have the meaning given in the Appendix
"£" British pounds
IMPORTANT NOTICE
This Announcement should be read in its entirety.
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this Announcement.
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an authorised person
within the meaning of FSMA. This Announcement has been issued by and is the
sole responsibility of the Company. The information in this Announcement is
subject to change.
This Announcement is not an offer of securities for sale in or into the United
States. The securities referred to herein have not been and will not be
registered under the US Securities Act, or with any securities regulatory
authority of any state or jurisdiction of the United States. Subject to
certain exceptions, the securities referred to herein are being offered only
outside of the United States pursuant to Regulation S of the US Securities Act
and may not be reoffered, resold, transferred or delivered, directly or
indirectly, within 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 each case, in compliance with
any applicable securities laws of any state or other jurisdiction of the
United States.
No public offering of securities is being made in the United States. This
Announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Australia, Canada, the Republic of
South Africa, Japan, New Zealand or any jurisdiction where to do so might
constitute a violation of local securities laws or regulations (a "Prohibited
Jurisdiction"). This Announcement and the information contained herein are not
for release, publication or distribution, directly or indirectly, to persons
in a Prohibited Jurisdiction unless permitted pursuant to an exemption under
the relevant local law or regulation in any such jurisdiction.
Zeus is authorised and regulated by the FCA in the United Kingdom. Zeus is
acting as broker and bookrunner exclusively for the Company and no one else in
connection with the Bookbuild, Placing and Admission and the contents of this
Announcement, and will not regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the Bookbuild or the
contents of this Announcement nor will it be responsible to anyone other than
the Company for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed on Zeus by
FSMA or the regulatory regime established thereunder, Zeus accepts no
responsibility whatsoever, and makes no representation or warranty, express or
implied, for the Bookbuild or the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. Zeus accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the contents
of this Announcement or any such statement.
Strand is acting as Nominated Adviser to the Company in connection with the
Placing and Admission. Strand has not authorised the contents of, or any part
of, this Announcement, and no liability whatsoever is accepted by Strand for
the accuracy of any information or opinions contained in this Announcement or
for the omission of any material information. The responsibilities of Strand
as the Company's Nominated Adviser under the AIM Rules for Companies and 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 or shareholder of the
Company or any other person, in respect of its decision to acquire shares in
the capital of the Company in reliance on any part of this Announcement, or
otherwise.
In connection with the Placing, Zeus and its affiliates, acting as investors
for their own accounts, may subscribe for or purchase Ordinary Shares in the
Company and in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Ordinary Shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to the Ordinary Shares being
offered, subscribed, acquired, placed or otherwise dealt in should be read as
including any offer to, or subscription, acquisition, placing or dealing by
Zeus and any of its affiliates acting as investors for their own accounts. In
addition, Zeus or its affiliates may enter into financing arrangements and
swaps in connection with which it or its affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. Zeus has no intention to disclose
the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
Forward-looking Statements
This Announcement includes "forward-looking statements" which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Company's business strategy, plans and
objectives of management for future operations, or any statements proceeded
by, followed by or that include the words "targets", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "would", "could" or similar
expressions or negatives thereof. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors beyond the
Company's control that could cause the actual results, performance or
achievements of the Company to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Company's present and future business strategies and the
environment in which the Company will operate in the future. Many of these
risks, uncertainties and assumptions relate to factors that are beyond the
Company's ability to control or estimate precisely and include, but are not
limited to, general economic climate and market conditions as well as specific
factors, including the success of the Company and its subsidiaries' research
and development and commercialisation strategies, uncertainties regarding
regulatory clearance and acceptance of products by customers. No undue
reliance should be placed upon forward-looking statements. These
forward-looking statements speak only as at the date of this Announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based, unless required to do so by applicable law or the AIM Rules.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II ("MiFID II Delegated Directive"); and (c)
local implementing measures, (including insofar as MiFID II and the MiFID II
Delegated Directive constitute retained EU law (as defined in section 6(7) of
the European Union (Withdrawal) Act 2018) in the United Kingdom) ("Retained
MiFID Provisions") (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II and the Retained MiFID Provisions; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II or the Retained
MiFID Provisions (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
(a) the price of the Placing Shares may decline and investors could lose all
or part of their investment; (b) the Placing Shares offer no guaranteed income
and no capital protection; and (c) an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Zeus 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 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
("TERMS AND CONDITIONS")
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY IN RELATION TO THE PLACING
THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS, (TOGETHER REFERRED TO HEREIN
AS THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN, OR ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND ZEUS TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000, AS AMENDED, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E)
OF THE PROSPECTUS REGULATION (EU) 2017/1129 AND TO THE EXTENT IMPLEMENTED IN
THE RELEVANT MEMBER STATE OF THE EEA (THE "EU PROSPECTUS REGULATION ") (" EEA
QUALIFIED INVESTORS"). IN ADDITION, IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS
ONLY ADDRESSED TO AND DIRECTED AT QUALIFIED INVESTORS, AS DEFINED IN ARTICLE
2(E) OF THE EU PROSPECTUS REGULATION WHICH FORMS PART OF DOMESTIC LAW PURSUANT
TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY THE EUROPEAN UNION
(WITHDRAWAL AGREEMENT) ACT 2020 (THE "UK PROSPECTUS REGULATION"), AND WHO ARE:
(I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATED TO INVESTMENTS
AND WHO ARE INVESTMENT PROFESSIONALS WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005
(AS AMENDED) (THE "FPO"); (II) PERSONS WHO FALL WITHIN ARTICLES 49(2)(A) TO
(D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.") OF THE FPO;
AND (III) ANY OTHER PERSONS TO WHOM THIS INFORMATION MAY OTHERWISE LAWFULLY BE
DIRECTED (ALL SUCH PERSONS AND THE EEA QUALIFIED INVESTORS 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 (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) 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.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON
WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS
AMENDED). 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.
EACH INVESTOR SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE OF THE PLACING
SHARES.THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, 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 US SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE 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 OR ELSEWHERE.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, ZEUS CAPITAL LIMITED ("ZEUS"), STRAND
HANSON LIMITED ("STRAND") OR ANY OF THEIR RESPECTIVE AFFILIATES 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.
This Announcement nor any part of it constitutes nor forms 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 (including its territories
and possessions, any state of the United States and the District of Columbia),
Australia, Canada, Japan or the Republic of South Africa, New Zealand 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 Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or 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 a criminal offence
in the United States. 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 or New Zealand 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, the Republic of South Africa or New Zealand.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or New Zealand or any other jurisdiction outside the United
Kingdom in which the same would be unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any such action.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption under the EU Prospectus Regulation and/or the UK
Prospectus Regulation from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) (the "FSMA") does not require the approval of the relevant
communication by an authorised person.
This Announcement should be read in its entirety. By participating in the
Bookbuild and the Placing, each Investor (as defined below) will be deemed to
have read and understood this Announcement in its entirety; to be acquiring
Placing Shares on the terms and conditions contained herein; and to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in these Terms and Conditions.
Various dates referred to in this Announcement are stated on the basis of the
expected timetable for the Placing. It is possible that some of these dates
may be changed. References to time in this Announcement are to London time,
unless otherwise stated.
It is expected that the Placing Shares will be allotted, conditionally upon
Admission, on 4 April 2023, or, in any case, by such later time and/or date as
the Company, Zeus and Strand may agree, being not later than 18 April 2023
("Long Stop Date").
(a) Introduction
These Terms and Conditions apply to Relevant Persons making an offer to
acquire Placing Shares under the Placing. Each such Relevant Person, who
confirms its agreement to Zeus and the Company (whether orally or in writing)
to acquire Placing Shares under the Placing (an "Investor"), hereby agrees
with Zeus and the Company to be bound by the form of acceptance issued by Zeus
to such Investor and these Terms and Conditions, being the terms and
conditions upon which Placing Shares will be sold under the Placing. An
Investor shall, without limitation, become so bound if Zeus confirms to such
Investor its allocation of Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the Placing, an
Investor shall be contractually committed to acquire the number of Placing
Shares allocated to it at the Issue Price and, to the fullest extent permitted
by law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment. Dealing may not begin
before any notification is made.
(b) Details of the Placing Agreement and the Placing
Shares
Strand is acting as nominated adviser to the Company and Zeus is acting as
sole broker and bookrunner in connection with the Placing. The Company has
today entered into the Placing Agreement with Zeus and Strand. Pursuant to the
Placing Agreement, Zeus has, subject to the terms and conditions set out in
the Placing Agreement, agreed to use reasonable endeavours, as agent of the
Company, to procure subscribers for the Placing Shares.
The Placing is conditional on the Placing Agreement becoming unconditional and
not being terminated in accordance with its terms.
The Placing is not being underwritten by either Strand or Zeus or any other
person.
The Placing Shares will, when issued, be subject to the Articles, be credited
as fully paid and rank pari passu in all respects with each other and with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of Ordinary Shares after
Admission.
The Placing Shares will be issued free of all pre-emption rights, any
encumbrance, lien or other security interest.
(c) Application for Admission
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Subject to the satisfaction or waiver of the
conditions of the Placing Agreement (the "Conditions"), it is expected that
Admission will take place and dealings in the Placing Shares will commence on
AIM on or around 8.00 a.m. on 4 April 2023 (or such later date as the Company,
Zeus and Strand may agree in writing, in any event being not later than the
Long Stop Date). It is expected that Investors who wish to hold their Placing
Shares in CREST will be credited with their Placing Shares in CREST on or
around 4 April 2023.
(d) Bookbuild
Commencing today, Zeus will be conducting an accelerated bookbuilding process
to determine demand for participation in the Placing (the "Bookbuild"). This
Announcement gives details of the terms and conditions of, and the mechanics
of participation in, the Placing through the Bookbuild. However, Zeus will be
entitled to effect the Placing by such alternative method to the Bookbuild as
it may, after consultation with the Company, determine. No commissions will be
paid by or to Investors in respect of any participation in the Placing or
subscription for Placing Shares.
(e) Participation in, and principal terms of, the
Bookbuild
Participation in the Bookbuild and the Placing is by invitation only and will
only be available to persons who may lawfully be, and are, invited to
participate by Zeus. Zeus and Zeus Affiliates (as defined below) are entitled
to participate as Investors in the Bookbuild.
The Bookbuild will establish the number of Placing Shares to be issued
pursuant to the Placing at the Issue Price. The Issue Price per Placing Share
is fixed at 6 pence and is payable to Zeus (as agent of the Company) by all
Investors.
The book will open with immediate effect. The Bookbuild is expected to close
not later than 5 p.m. on 31 March 2023, but may be closed at such earlier or
later time as Zeus may, in its absolute discretion (after consultation with
the Company), determine. A further announcement will be made following the
close of the Bookbuild detailing the number of Placing Shares to be subscribed
for by the Investors at the Issue Price (the "Placing Results Announcement").
A bid in the Bookbuild will be made on these Terms and Conditions and will be
legally binding on the Investor on behalf of which it is made and, except with
Zeus and Strand's consent, will not be capable of variation or revocation
after the close of the Bookbuild.
An Investor who wishes to participate in the Bookbuild should communicate its
bid by telephone to its usual sales contact at Zeus. Each bid should state the
number of Placing Shares which the prospective Investor wishes to subscribe
for at the Issue Price. If successful, Zeus will re-contact and confirm orally
to Investors following the close of the Bookbuild the size of their respective
allocations and a form of acceptance will be despatched as soon as possible
thereafter. Zeus's oral confirmation of the size of allocations and each
Investor's oral commitments to accept the same will constitute an irrevocable
legally binding agreement in favour of the Company and Zeus pursuant to which
each such Investor will be required to accept the number of Placing Shares
allocated to such Investor at the Issue Price and otherwise on these Terms and
Conditions and in accordance with the Articles. Each Investor's allocation and
commitment will be evidenced by a form of acceptance issued by Zeus to such
Investor. These Terms and Conditions will be deemed incorporated in that form
of acceptance.
Zeus reserves the right to scale back the number of Placing Shares to be
subscribed by any Investor in the event that the Placing is oversubscribed.
Zeus also reserves the right not to accept offers to subscribe for Placing
Shares or to accept such offers in part rather than in whole. The acceptance
and, if applicable, scaling back of offers shall be at the absolute discretion
of Zeus.
Each Investor's obligations will be owed to the Company and to Zeus. Following
the oral confirmation referred to above, each Investor will also have an
immediate, separate, irrevocable and binding obligation, owed to the Company
and Zeus, as agent of the Company, to pay to Zeus (or as Zeus may direct) in
cleared funds an amount equal to the product of the Issue Price and the number
of Placing Shares allocated to such Investor.
To the fullest extent permissible by law, none of Zeus, any subsidiary of
Zeus, any branch, affiliate or associated undertaking of Zeus or of any such
subsidiary nor any of their respective directors, officers, employees, agents
or advisers (each an "Zeus Affiliate") nor any person acting on their behalf
shall have any liability to Investors (or to any other person whether acting
on behalf of an Investor or otherwise). In particular, none of Zeus, any Zeus
Affiliate nor any person acting on their behalf shall have any liability
(including, to the extent legally permissible, any fiduciary duties), in
respect of its conduct of the Bookbuild or of such alternative method of
effecting the Placing as Zeus may determine.
To the fullest extent permissible by law, none of Strand, any subsidiary of
Strand, any branch, affiliate or associated undertaking of Strand or of any
such subsidiary nor any of their respective directors, officers, employees,
agents or advisers (each an "Strand Affiliate") nor any person acting on their
behalf shall have any liability to Investors (or to any other person whether
acting on behalf of an Investor or otherwise). In particular, none of Strand,
any Strand Affiliate nor any person acting on their behalf shall have any
liability (including, to the extent legally permissible, any fiduciary
duties), in respect of its conduct of the Placing and Admission or of such
alternative method of effecting the Placing and Admission as Strand may
determine.
All obligations of Zeus and Strand under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement including
without limitation those referred to below under "Conditions of the Placing".
(f) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Zeus and Strand under the Placing Agreement are
conditional, among other things, upon:
(i) none of the warranties given by the Company in the
Placing Agreement being or having become untrue, inaccurate or misleading in
any respect at any time before Admission, and no fact or circumstance having
arisen which would render any of the Warranties untrue or inaccurate or
misleading prior to Admission;
(ii) the Company having fully performed its obligations
under the Placing Agreement to the extent that they fall to be performed prior
to Admission;
(iii) the obligations of Zeus and Strand not having been
terminated (as described below under "Right to terminate under the Placing
Agreement"); and
(iv) Admission of the Placing Shares occurring not later
than 8.00 a.m. on 4 April 2023 or such later time and/or date as Zeus, Strand
and the Company may agree (but in any event not later than 18 April 2023).
If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Zeus and Strand), or (b) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and each Investor's rights and obligations hereunder shall
cease and determine at such time and no claim may be made by an Investor in
respect thereof. None of Zeus, any Zeus Affiliate, Strand, any Strand
Affiliate, the Company, nor any subsidiary of the Company, nor any branch,
Affiliate or associated undertaking of any such company nor any of their
respective directors, officers and employees (each a "Cordel Affiliate") shall
have any liability to any Investor (or to any other person whether acting on
behalf of an Investor or otherwise) in respect of any decision it may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement or in respect of the
Placing generally.
By participating in the Placing, each Investor agrees that Zeus and Strand's
rights and obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Right to terminate under the Placing
Agreement".
(g) Right to terminate under the Placing Agreement
Zeus and Strand have the right to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, in the event of a breach of
the warranties given to Zeus and Strand in the Placing Agreement, a material
breach by the Company of any provision of the Placing Agreement, any material
adverse change in the financial or trading position or prospects of the
Company or any Group Company has or will occur and the occurrence of an event
or other matter (including, without limitation, any change or development in
economic, financial, political, diplomatic or other market conditions or any
change in any government regulation) which, in the good faith opinion of Zeus
and Strand, is (or will be if it occurs) likely materially and prejudicially
to affect the financial position or the business or prospects of the Company
or otherwise makes it impractical or inadvisable for Zeus or Strand to perform
their respective obligations under the Placing Agreement. For the purposes of
the placing Agreement, "market conditions" includes conditions affecting
securities in the business sector in which the Company operates and conditions
affecting securities generally. By participating in the Placing, each Investor
agrees with Zeus and Strand that the exercise by Zeus and Strand of any right
of termination or other discretion under the Placing Agreement shall be within
the absolute discretion of Zeus and Strand and that neither Zeus nor Strand
need make any reference to the Investors in this regard and that, to the
fullest extent permitted by law, neither the Company, Zeus, any Zeus
Affiliate, Strand and any Strand Affiliate, nor any Cordel Affiliate shall
have any liability whatsoever to the Investors in connection with any such
exercise or failure to so exercise.
If the Placing Agreement is terminated in accordance with its terms, the
rights obligations of each Investor in respect of the Placing as described in
this Announcement shall cease and terminate at such time and no claim can be
made by any Investor in respect thereof.
By participating in the Placing, each Investor agrees that its rights and
obligations terminate only in the circumstances described above and will not
be capable of rescission or terminated by if after the issue by Zeus of a form
of confirmation confirming each Investor's allocation and commitment in the
Placing.
(h) No Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No offering document or
prospectus has been or will be submitted to be approved by the Financial
Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and
Investors' commitments will be made solely on the basis of the information
contained in this Announcement and their own assessment of the Company and the
Placing Shares.
Each Investor, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to Zeus, Strand and the Company that it has neither received nor
relied on any information, representation, warranty or statement made by or on
behalf of Zeus and / or Strand (other than the amount of the relevant Placing
participation in the oral confirmation given to Investors and the form of
acceptance referred to below), any Zeus Affiliate, Strand Affiliate any
persons acting on its or their behalf or the Company or any Cordel Affiliate
and none of Zeus, any Zeus Affiliate, Strand, Strand Affiliate any persons
acting on their behalf, the Company, any Cordel Affiliate nor any persons
acting on their behalf will be liable for the decision of any Investor to
participate in the Placing based on any other information, representation,
warranty or statement which the Investor may have obtained or received
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). By
participating in the Placing, each Investor acknowledges to and agrees with
Zeus for itself and as agent for the Company that, except in relation to the
information contained in this Announcement, it has relied on its own
investigation of the business, financial or other position of the Company in
deciding whether to participate in the Placing. No Investor should consider
any information in this Announcement to be legal, regulatory, business,
financial or tax advice. Each Investor should consult its own legal adviser,
regulatory adviser, business adviser, financial adviser and tax adviser for
legal, regulatory, business, financial and tax advice regarding an investment
in the Placing Shares. Nothing in this paragraph shall exclude the liability
of any person for fraudulent misrepresentation.
Neither Zeus nor Strand make any representations to any Investor regarding an
investment in the Placing Shares.
(i) Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the delivery versus payment mechanism,
subject to certain exceptions. Zeus reserves the right to require settlement
for and delivery of the Placing Shares to Investors by such other means as
Zeus may deem necessary, including, without limitation, if delivery or
settlement is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Investor's jurisdiction.
The expected timetable for settlement will be as follows:
Trade
Date
31 March 2023
Settlement
Date
4 April 2023
ISIN
Code
GB00BYZQM590
SEDOL
BYZQM59
Deadline for input instruction into CREST 5.00 p.m. on 31 March
2023
CREST ID for
Zeus 601
Each Investor allocated Placing Shares in the Placing will be sent a form of
acceptance stating the number of Placing Shares allocated to it, the Issue
Price, the aggregate amount owed by such Investor to Zeus and settlement
instructions. Investors should settle against the Zeus CREST ID shown above.
It is expected that such form of acceptance will be despatched shortly
following the close of the Bookbuild. Each Investor agrees that it will do all
things necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated settlement
instructions which it has in place with Zeus.
It is expected that settlement will take place on the Settlement Date shown
above on a delivery versus payment basis in accordance with the instructions
set out in the form of acceptance unless otherwise notified by Zeus.
Interest is chargeable daily on payments not received from Investors on the
due date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of HSBC Bank Plc.
Each Investor is deemed to agree that if it does not comply with these
obligations, Zeus may sell any or all of the Placing Shares allocated to the
Investor on such Investor's behalf and retain from the proceeds, for Zeus's
own account and profit, an amount equal to the aggregate amount owed by the
Investor plus any interest due. The Investor will, however, remain liable for
any shortfall below the aggregate amount owed by such Investor and it may be
required to bear any stamp duty or stamp duty reserve tax or other taxes or
duties (together with any interest or penalties) which may arise in any
jurisdiction upon the sale of such Placing Shares on such Investor's behalf.
Legal and/or beneficial title in and to the Placing Shares shall not pass to
the relevant Investor until such time as it has fully complied with its
obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Investor should ensure that the form of acceptance is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Investor's name or that of its
nominee or in the name of any person for whom the Investor is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither Zeus nor the Company shall be responsible for
the payment thereof. Investors will not be entitled to receive any fee or
commission in connection with the Placing.
(j) Agreement to acquire Placing Shares
The Placing is conditional on:
(a) Admission occurring and becoming effective by 8.00 a.m. (London time) on 4
April 2023 (or such later time and/or date as the Company, Zeus and Strand may
agree being not later than the Long Stop Date);
(b) the Placing Agreement being otherwise unconditional in all respects and
not having been terminated in accordance with its terms on or before
Admission; and
(c) the confirmation mentioned under paragraph (e) above, an Investor agrees
to become a member of the Company and agrees to acquire Placing Shares at the
Issue Price. The number of Placing Shares acquired by such Investor under the
Placing shall be in accordance with the arrangements described above.
(k) Payment for Placing Shares
Each Investor undertakes to pay the Issue Price for the Placing Shares
acquired by such Investor in such manner as shall be directed by Zeus. In the
event of any failure by an Investor to pay as so directed by Zeus, the
relevant Investor shall be deemed hereby to have appointed Zeus or its nominee
to sell (in one or more transactions) any or all of the Placing Shares in
respect of which payment has not been made as so directed by Zeus and to have
agreed to indemnify on demand Zeus in respect of any liability for stamp duty
and/or stamp duty reserve tax arising in respect of any such sale or sales.
(l) Representations and warranties
By participating in the Placing, each Investor and, to the extent applicable,
any person confirming its agreement to acquire Placing Shares on behalf of an
Investor, will irrevocably acknowledge, confirm, agree, undertake, represent
and warrant to each of Zeus, Strand and the Company that:
(i) the Investor has read this Announcement in its
entirety and acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these Terms and
Conditions, the Placing Agreement and the Articles. Such Investor agrees that
these Terms and Conditions and the form of acceptance issued by Zeus to such
Investor represent the whole and only agreement between the Investor, Zeus and
the Company in relation to the Investor's participation in the Placing and
supersedes any previous agreement between any of such parties in relation to
such participation. Accordingly, all other terms, conditions, representations,
warranties and other statements which would otherwise be implied (by law or
otherwise) shall not form part of these Terms and Conditions. Such Investor
agrees that none of the Company, Zeus, Strand nor any of their respective
officers or directors will have any liability for any such other information
or representation and irrevocably and unconditionally waives any rights it may
have in respect of any such other information or representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither Zeus nor any
person affiliated with Zeus, Strand nor any person affiliated to Strand or
acting on their behalf is responsible for or shall have any liability for any
information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or any member
of the Group and will not be liable for any decision by an Investor to
participate in the Placing based on any information, representation or
statement contained in this Announcement or otherwise;
(iii) the Investor has not relied on Zeus or any person
affiliated with Zeus, Strand nor any person affiliated to Strand in connection
with any investigation of the accuracy of any information contained in this
Announcement or its investment decision;
(iv) in agreeing to acquire Placing Shares under the
Placing, the Investor is relying on this Announcement and not on any draft
thereof or other information or representation concerning the Group, the
Placing or the Placing Shares. Such Investor agrees that neither the Company
nor Zeus and Strand nor their respective officers, directors or employees will
have any liability for any such other information or representation and
irrevocably and unconditionally waives any rights it may have in respect of
any such other information or representation;
(v) Neither Zeus nor Strand is making any recommendations
to Investors or advising any of them regarding the suitability or merits of
any transaction they may enter into in connection with the Placing and each
Investor acknowledges that participation in the Placing is on the basis that
it is not and will not be a client of Zeus or Strand; that each of Zeus and
Strand is acting for the Company and no one else ; that neither Zeus or Strand
will be responsible to anyone else for the protections afforded to its
clients; that neither Zeus or Strand will be responsible for anyone other than
the Company for providing advice in relation to the Placing, the contents of
this Announcement or any transaction, arrangements or other matters referred
to herein; and that neither Zeus nor Strand will be responsible for anyone
other than the Company in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or for the
exercise or performance of Zeus and Strand's rights and obligations
thereunder, including any right to waive or vary any condition or exercise any
termination right contained therein;
(vi) save in the event of fraud on its part (and to the
extent permitted by the rules of the FCA), neither Zeus, Strand nor any of
their Affiliates, agents, officers, directors or employees shall be liable to
an Investor for any matter arising out of the role of Zeus as the Company's
broker and Strand as the Company's nominated adviser or otherwise, and that
where any such liability nevertheless arises as a matter of law each Investor
will immediately waive any claim against either Zeus and / or Strand and any
of its respective directors and employees which an Investor may have in
respect thereof;
(vii) the Investor has complied with all applicable laws and
such Investor will not infringe any applicable law as a result of such
Investor's agreement to acquire Placing Shares under the Placing and/or
acceptance thereof or any actions arising from such Investor's rights and
obligations under the Investor's agreement to acquire Placing Shares under the
Placing and/or acceptance thereof or under the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents) in order:
(i) to enable the Investor lawfully to enter into, and exercise its rights and
perform and comply with its obligations to acquire the Placing Shares under
the Placing; and (ii) to ensure that those obligations are legally binding and
enforceable, have been taken, fulfilled and done. The Investor's entry into,
exercise of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a) its
constitutional documents; or (b) any agreement to which the Investor is a
party or which is binding on the Investor or its assets;
(ix) it understands that no action has been or will be taken
in any jurisdiction by the Company, Zeus, Strand or any other person that
would permit a public offering of the Placing Shares, or possession or
distribution of this Announcement, in any country or jurisdiction where action
for that purpose is required;
(x) the Investor is a Relevant Person and in all cases is
capable of being categorised as a Professional Client or Eligible Counterparty
for the purposes of the Conduct of Business Sourcebook of the FCA Handbook;
(xi) if the Investor is in a relevant EEA member state, it
is a Qualified Investor within the meaning of Article 2(e) of EU Prospectus
Regulation and otherwise permitted by law to be offered and sold Placing
Shares in circumstances which do not require the publication by the Company of
a prospectus in accordance with the EU Prospectus Regulation or other
applicable laws;
(xii) if the Investor is in the United Kingdom it: (i) has
professional experience in matters relating to investments who falls within
the definition of "investment professionals" in Article 19(5) of the FPO; or
(ii) falls within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the FPO; or (iii) is a person to whom
this Announcement may otherwise lawfully be communicated;
(xiii) in the case of any Placing Shares acquired by an Investor
as a financial intermediary, either:
1. 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 placing or resale to, persons in any relevant member state of the EEA
other than Qualified Investors, or in circumstances in which the prior consent
of Zeus and Strand has been given to the placing or resale; or
2. where Placing Shares have been acquired by it on
behalf of persons in any relevant member state of the EEA other than Qualified
Investors, the placing of those Placing Shares to it is not treated under the
EU Prospectus Regulation as having been made to such persons;
(xiv) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this Announcement and
acknowledges and agrees to comply with the selling restrictions set out in
this Announcement;
(xv) the Placing Shares have not been and will not be
registered under the US Securities Act or under the securities legislation of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable securities laws of
Australia, Canada, Japan, the Republic of South Africa or New Zealand or where
to do so may contravene local securities laws or regulations;
(xvi) the Investor is, and at the time the Placing Shares are
acquired will be, located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in accordance with
Regulation S;
(xvii) the Investor is not acquiring the Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S under the
US Securities Act or as a result of any form of general solicitation or
general advertising (within the meaning of Rule 502(c) of Regulation D under
the US Securities Act);
(xviii) if it is acquiring the Placing Shares for the account of one
or more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein on behalf
of each such account;
(xix) the Investor is acquiring the Placing Shares for
investment purposes only and not with a view to any resale, distribution or
other disposition of the Placing Shares in violation of the US Securities Act
or any other United States federal or applicable state securities laws;
(xx) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United States
with the US Securities and Exchange Commission or with any state securities
administrator;
(xxi) the Company, the Registrars, and any registrar or transfer
agent or other agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the Investor,
except upon presentation of evidence satisfactory to the Company that the
foregoing restrictions on transfer have been complied with;
(xxii) the Investor invests in or purchases securities similar to
the Placing Shares in the normal course of its business and it has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Placing Shares;
(xxiii) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to such
financial and other information concerning the Company and the Placing Shares
as the Investor deems necessary to evaluate the merits and risks of an
investment in the Placing Shares, and the Investor has concluded that an
investment in the Placing Shares is suitable for it or, where the Investor is
not acting as principal, for any beneficial owner of the Placing Shares, based
upon each such person's investment objectives and financial requirements;
(xxiv) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to bear the
economic risk of an investment in the Placing Shares for an indefinite period
and the loss of its entire investment in the Placing Shares;
(xxv) there may be adverse consequences to the Investor under tax
laws in other jurisdictions resulting from an investment in the Placing Shares
and the Investor has made such investigation and has consulted such tax and
other advisors with respect thereto as it deems necessary or appropriate;
(xxvi) the Investor is not a resident of the United States,
Australia, Canada, Japan, the Republic of South Africa or New Zealand or any
other jurisdiction where an offer to acquire the Placing Shares would be
unlawful and acknowledges that the Placing Shares have not been and will not
be registered nor will a prospectus be prepared in respect of the Placing
Shares under the securities legislation of the United States, Australia,
Canada, Japan, or the Republic of South Africa or New Zealand or any other
jurisdiction where an offer to acquire Placing Shares would be unlawful and,
subject to certain exceptions, the Placing Shares may not be offered or sold,
directly or indirectly, in or into those jurisdictions;
(xxvii) the Investor is liable for any capital duty, 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 it or any other person on the acquisition
by it of any Placing Shares or the agreement by it to acquire any Placing
Shares;
(xxviii) in the case of a person who confirms to Zeus on behalf of an
Investor an agreement to acquire Placing Shares under the Placing and/or who
authorises Zeus to notify such Investor's name to the Registrars, that person
represents that he has authority to do so on behalf of the Investor;
(xxix) the Investor has complied with its obligations under the
Criminal Justice Act 1993, MAR, Section 118 of FSMA and, in connection with
money laundering and terrorist financing, under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 (as amended)
("Money Laundering Regulations 2017") and any other applicable law concerning
the prevention of money laundering and, if it is making payment on behalf of a
third party, that: (i) satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party; and (ii) arrangements have been
entered into with the third party to obtain from the third party copies of any
identification and verification data immediately on request as required by the
Money Laundering Regulations 2017 and, in each case, agrees that pending
satisfaction of such obligations, definitive certificates (or allocation under
the CREST system) in respect of the Placing Shares comprising the Investor's
allocation may be retained at Zeus's discretion;
(xxx) the Investor agrees that, due to anti-money laundering and
the countering of terrorist financing requirements, Zeus, Strand and/or the
Company may require proof of identity of the Investor and related parties and
verification of the source of the payment before the application can be
processed and that, in the event of delay or failure by the Investor to
produce any information required for verification purposes, Zeus, Strand
and/or the Company may refuse to accept the application and the moneys
relating thereto. The Investor holds harmless and will indemnify Zeus, Strand
and/or the Company against any liability, loss or cost ensuing due to the
failure to process this application, if such information as has been required
has not been provided by it or has not been provided on a timely basis;
(xxxi) the Investor is not, and is not applying as nominee or agent
for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and
96 of the Finance Act 1986 (depository receipts and clearance services);
(xxxii) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the Investor in
relation to the Placing in, from or otherwise involving the UK;
(xxxiii) 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 FSMA;
(xxxiv) represents and warrants that its participation in the Placing
would not give rise to an offer being required to be made by it or any person
with whom it is acting in concert pursuant to Rule 9 of the City Code on
Takeovers and Mergers;
(xxxv) 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:
(i) 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;
(ii) 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
(v) disclosed such information to any person, prior to the
information being made publicly available;
(xxxvi) in the case of a person who confirms to Zeus on behalf of an
Investor an agreement to acquire Placing Shares under the Placing and who is
acting on behalf of a third party, that the terms on which the Investor (or
any person acting on its behalf) are engaged enable it to make investment
decisions in relation to securities on that third party's behalf without
reference to that third party;
(xxxvii) the exercise by Zeus and / Strand of any rights or discretions
under the Placing Agreement shall be within its absolute discretion and Zeus
and Strand need not have any reference to any Investor and shall have no
liability to any Investor whatsoever in connection with any decision to
exercise or not to exercise or to waive any such right and each Investor
agrees that it shall have no rights against either Zeus and / or Strand or any
of their Affiliates, agents, officers, directors or employees under the
Placing Agreement;
(xxxviii) it irrevocably appoints any director of Zeus and / or Strand as
its agent for the purposes of executing and delivering to the Company and/or
its Registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing and otherwise to do all acts, matters and things as may
be necessary for, or incidental to, its acquisition of any Placing Shares in
the event of its failure so to do;
(xxxix) it will indemnify and hold the Company, Zeus, Strand and its
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 paragraph (l) and further agrees that the
provisions of this paragraph will survive after completion of the Placing;
(xl) Zeus and / or Strand may, in accordance with applicable
legal and regulatory provisions, engage in transactions in relation to the
Placing Shares and/or related instruments for its own account and, except as
required by applicable law or regulation, neither Zeus nor Strand will make
any public disclosure in relation to such transactions; and
(xli) Zeus and Strand and each of their respective Affiliates,
each acting as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity, may
retain, purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise. Accordingly,
references in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as including any
offer to, or subscription, acquisition or dealing by Zeus and/or any Zeus
Affiliates, Strand and / or any Strand Affiliates acting as an investor for
its or their own account(s). Neither Zeus, Strand nor the Company intend to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so.
The foregoing representations, warranties and undertakings are given for the
benefit of the Company, Zeus and Strand and are irrevocable. The Company,
Zeus, Strand and their Affiliates will rely upon the truth and accuracy of
each of the foregoing representations, warranties and undertakings.
(m) Supply and disclosure of information
If any of Zeus, Strand or the Company or any of their respective agents
request any information about an Investor's agreement to acquire Placing
Shares, such Investor must promptly disclose it to them and ensure that such
information is complete and accurate in all respects.
(n) Miscellaneous
(a) The rights and remedies of Zeus, Strand and the Company under these Terms
and Conditions are in addition to any rights and remedies which would
otherwise be available to each of them, and the exercise or partial exercise
of one will not prevent the exercise of others.
(b) On application, each Investor may be asked to
disclose, in writing or orally to Zeus:
1. if he/she is an individual, his/her nationality;
2. if he/she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned; and
3. such other "know your client" information as Zeus
may reasonably request.
(c) All documents will be sent at the Investor's risk.
They may be sent by post to such Investor at an address notified by it to Zeus
and / or Strand.
(d) Each Investor agrees to be bound by the Articles once
the Placing Shares which such Investor has agreed to acquire have been
acquired by such Investor.
(e) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by Zeus and / or Strand.
(f) The contract to acquire Placing Shares and the
appointments and authorities mentioned herein will be governed by, and
construed in accordance with, the laws of England and Wales. For the exclusive
benefit of Zeus, Strand the Company and the Registrars, each Investor
irrevocably 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 in
respect of these matters (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). This
does not prevent an action being taken by either the Company, Zeus or Strand
against an Investor in any other jurisdiction.
(g) In the case of a joint agreement to acquire Placing
Shares, references to an "Investor" in these Terms and Conditions are to each
of such Investors and such joint Investors' liability is joint and several.
(h) Zeus, Strand and the Company each expressly reserve
the right to modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations of Placing Shares under the
Placing are determined.
(i The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing Agreement not
having been terminated. The Placing Shares to be issued or sold pursuant to
the Placing will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
(j) The price and value of shares and any income
expected from them may go down as well as up and investors may not get back
the full amount invested upon disposal of the shares. No statement in this
Announcement is intended to be a profit forecast, 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. Past
performance is no guide to future performance, and persons needing advice
should consult an independent financial adviser.
(k) Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is incorporated in,
or forms part of, this Announcement.
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