REG - Deepverge PLC - £10m Placing, Broker Option, RPTs, Notice of GM
27/10/2022 07:00
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RNS Number : 3075E Deepverge PLC 27 October 2022
DeepVerge PLC
("DeepVerge" or "Company")
Firm Placing, Conditional Placing & Subscription to raise £10m at 2p per
share; Broker Offer to raise up to £2.5m; Related Party Transactions, Notice
of General Meeting
DeepVerge (AIM: DVRG), the environmental and life science group of companies
that develops and applies AI and IoT technology to analytical instruments for
the analysis and identification of bacteria, virus and toxins, is pleased to
announce that it has conditionally raised £10 million, before expenses, in an
oversubscribed Placing and Subscription (the "Fundraising") at a price of 2
pence per share ("Issue Price").
Turner Pope Investments (TPI) Limited ("Turner Pope") acted as sole broker and
Placing Agent to the Company.
Key Highlights:
· Placing and Subscription of £10 million received strong support
from a number of institutions, including several new entrants to the
shareholder register
· DeepVerge Directors, Management, Employees and associates have
subscribed over £0.5 million
· Broker Offer of up to £2.5m open to and prioritising qualifying
existing DeepVerge shareholders; other qualifying investors may also apply
· Principal Uses of Net Proceeds:
o Investment in Labskin/Skin Trust Club
o Repayment in full and retirement of the March 2022 Loan facility
o Working Capital
· Conditional Placing, Conditional Subscription and Broker Offer
are subject to Shareholders' approval at a General Meeting on 14 November
2002.
Dr Nigel Burton, interim Chief Executive, commented: "We are delighted with
the response to this fundraising, with support received from an encouraging
mix of both new and existing investors, including a number of institutions,
high net-worth professional investors and Family Offices. The Company and its
broker, Turner Pope, are pleased to extend access to the Fundraising by way of
a Broker Offer, which will prioritise other existing shareholders who were not
involved in the Placing. The proposed Fundraising will ensure that the Company
has a sufficiently refinanced balance sheet at a critical point in its
development and, subject to the passing of the relevant resolutions at the
General Meeting, will be able to look forward with renewed confidence. I'd
like to thank the entire DeepVerge team, our suppliers and partners for their
support, and look forward to working with them to deliver profitable growth in
2023 and beyond."
Introduction
The Company is pleased to announce that it has conditionally raised £10
million, before expenses, in an oversubscribed Fundraising at the Issue Price.
The Fundraise comprises a placing (the "Placing") of 471,740,000 new Ordinary
Shares ("Placing Shares") and subscription (the "Subscription"; together, the
"Fundraising") for 28,260,000 new Ordinary Shares ("Subscription Shares") at
the Issue Price. The Fundraising comprises a firm placing of 32,955,956 new
Ordinary Shares to raise £0.659 million (before expenses), together with a
conditional placing of 438,784,044 new Ordinary Shares to raise £8.775
million (before expenses) and a conditional subscription for 28,260,000 new
Ordinary Shares to raise £0.565 million, which are subject to Shareholders'
approval at the General Meeting.
The Issue Price represents a discount of 20 per cent. to the closing price per
Ordinary Share of 2.5 pence at close of business on 26 October 2022, being the
last practicable date prior to the announcement of the Placing. The New
Ordinary Shares will represent approximately 74 per cent. of the Enlarged
Issued Share Capital (assuming the Broker Offer (defined below) is subscribed
in full).
In addition, all subscribers in the Placing, the Subscription and the Broker
Offer will be issued with Placing Warrants on the basis of one Placing Warrant
for every four New Ordinary Shares subscribed for by or placed with the
relevant investor.
The Placing Warrants, which are constituted by the Placing Warrant Instrument,
will be exercisable at an exercise price of 3 pence per Ordinary Share at any
time up to the date one year following Third Admission. No application is
being made for the Placing Warrants to be admitted to trading on AIM.
Broker Offer
To provide shareholders and other investors who did not initially participate
in the Placing the opportunity to invest in the Company, under the Placing
Agreement, TPI has a Broker Offer under which TPI will, as agent for the
Company, invite subscriptions for additional new Ordinary Shares with a value
expected to be around £1.0 million at the Issue Price but which may be
increased up to £2.5 million subject to agreement between TPI and the
Company. The Broker Offer opens immediately and will close at 4.30 p.m. on
Friday 28 October 2022.
As far as is practical, participation in the Broker Offer will be prioritised
for shareholders (direct or indirect) on the register at the close of business
on 26 October 2022 ("Existing Shareholders"). If the expected maximum
subscription under the Broker Offer is taken up, it will raise an additional
£2.5 million before expenses.
To subscribe for Broker Offer Shares, Existing Shareholders or other
interested parties who are qualified investors who wish to register their
interest in participating in the Broker Offer should click on the following
link: DeepVerge - TPI Broker Offer
(https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Fforms.office.com%2Fr%2FNPTcGKsT65&data=05%7C01%7CAndy.Thacker%40TurnerPope.com%7Ca075c8f65fac4034b90208dab7904f9a%7Cff82bd738fe84a38a86994e58a240e55%7C0%7C0%7C638024127680983587%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=%2BoJp4VjFh48HGWoRNwh%2Fb7o4BaBxghWISLqTbhy0ezE%3D&reserved=0)
(URL: https://forms.office.com/r/nptcgkst65)
A further announcement will be made following the end of the period during
which the Broker Offer is open. If the Broker Offer is not fully subscribed by
4.30 p.m. on 28 October 2022, orders from eligible investors will be satisfied
in full, and the balance of the Broker Offer shall lapse.
Completion of the Broker Offer is conditional on the Resolutions being passed
at the General Meeting and Second Tranche Admission occurring.
The First Tranche Placing is conditional, inter alia, upon First Admission
(which is expected to become effective with dealings in the First Tranche
Placing Shares to commence on 1 November 2022). The Second Tranche Placing is
conditional, inter alia, upon Second Admission (which is expected to become
effective with dealings in the Second Tranche Placing Shares to commence on 15
November 2022). The Third Tranche Placing, the Subscription and the Broker
Offer are conditional, inter alia, upon Third Admission (which is expected to
become effective with dealings in the Third Tranche Placing Shares, the
Subscription Shares and any Broker Offer Shares to commence on 16 November
2022). The Placing, the Subscription and the Broker Offer have not been
underwritten.
For the Second Tranche Placing, the Third Tranche Placing, the Subscription
and the Broker Offer to proceed, the Company requires Shareholders' to pass
the Resolutions, giving the Directors authority to allot the Second Tranche
Placing Shares, the Third Tranche Placing Shares, the Subscription Shares and
any Broker Offer Shares (and grant the Placing Warrants, the Broker Warrants
and the Broker Further Warrants) and disapplying statutory pre-emption rights
in relation to the issue of the Second Tranche Placing Shares, the Third
Tranche Placing Shares, the Subscription Shares and any Broker Offer Shares
(and the grant of the Placing Warrants, the Broker Warrants and the Broker
Further Warrants).
Timetable
A timetable of events is set out at the end of the Appendix to this
announcement.
Related Party Transactions
(1) Participation in Subscription
The participation in the Subscription by Ross Andrews, Gerard Brandon,
Camillus Glover and Nigel Burton constitute related party transactions under
Rule 13 of the AIM Rules. Details of their participation in the Subscription
is set out below.
Name Aggregate value of Subscription Shares subscribed for (£) Number of Subscription Shares subscribed for Number of Placing Warrants to be received
Ross Andrews £45,000 2,250,000 562,500
Gerard Brandon £50,000 2,500,000 625,000
Camillus Glover £40,000 2,000,000 500,000
Nigel Burton £100,000 5,000,000 1,250,000
Fionan Murray (the only independent director for these purposes), having
consulted with SPARK, the Company's nominated adviser, considers that the
terms of participation by Ross Andrews, Gerard Brandon, Camillus Glover and
Nigel Burton in the Subscription is fair and reasonable in so far as
Shareholders are concerned.
(2) Transaction with Cellulac
DeepVerge holds a 9.35% shareholding in Cellulac plc ("Cellulac"). Gerard
Brandon and Camillus Glover are directors of, and shareholders in Cellulac.
Cellulac is treated as a related party under AIM Rule 13.
In the period September to December 2021 DeepVerge's subsidiary, Rinocloud
Limited, engaged with Cellulac to provide engineering services under a
purchase order ("Purchase Order") to support the Modern Water Membrane
division in the delivery of All Membrane Brine Concentration technology,
design expertise, training, development and preparation of training materials,
at a consulting rate of £1,000 per day. The engineering support related to
projects referred to in the Company's notification of 15 September 2021. An
invoice under the Purchase Order was issued to Rinocloud for £11,000 in
December 2021. Cellulac engaged a subcontractor for this service and this
subcontractor fee was passed directly onto Rinocloud without any markup by
Cellulac. This fee was exactly calculated and charged on an arms' length
basis.
Following extensive investigation by the Company into transactions conducted
with related and connected parties, the Board has recently become aware that
entering into the Purchase Order should have been considered under AIM Rule 13
and notified at the time it was signed.
The independent Directors, being Ross Andrews, Nigel Burton and Fionan Murray
("Independent Directors"), have considered the terms of the Purchase Order.
The Independent Directors consider, having consulted with SPARK Advisory
Partners, its nominated adviser, that the terms of the Purchase Order are fair
and reasonable insofar as its shareholders are concerned
General Meeting
The Conditional Placing, the Subscription and the Broker Offer are subject to
the passing of Resolutions at the General Meeting.
The General Meeting is to be held at the offices of Jeffreys Henry LLP at
Finsgate, 5 - 7 Cranwood Street, London, EC1V 9EE at 12.00 noon on 14 November
2022.
Allotment and Admission
32,955,956 new Ordinary Shares of 0.1p ("the First Tranche Placing Shares")
have today been allotted and issued. Application has been made for the First
Tranche Placing Shares to be admitted to trading on AIM ("First Admission").
First Admission is expected on or around 1 November 2022.
Total Voting Rights
Following First Admission, the Company's issued share capital will consist of
252,662,334 shares with a nominal value of 0.1p each, with voting rights
("Ordinary Shares"). The Company does not hold any Ordinary Shares in
Treasury.
Therefore, following First Admission, the above figure may be used by
shareholders in the Company as the denominator for the calculation by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Availability of documents
A circular ("Circular") and formal Notice of General Meeting will be sent to
Shareholders later today and will be available on the Company's website
www.deepverge.com (http://www.deepverge.com) . Extracts from the Circular are
set out in the Appendix to this announcement.
Enquiries:
DeepVerge plc Ross Andrews, Chairman +44 (0) 1904 40 4036
SPARK Advisory Partners Limited Neil Baldwin +44 (0) 113 370 8974
(Nominated Adviser)
Turner Pope Investments (TPI) Limited Andy Thacker/James Pope +44 (0) 20 3657 0050
(Broker) info@turnerpope.com
Market Abuse Regulation (MAR) Disclosure
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER
THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF
ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Appendix (The following contains extracts from the Letter from the Chairman of
DeepVerge in Circular)
1. INTRODUCTION
The Company announced on 27 October 2022 that it had conditionally
raised £10 million, before expenses, by way of a placing of 471,740,000 new
Ordinary Shares and subscription for 28,260,000 new Ordinary Shares all at a
price of 2 pence per New Ordinary Share. The fundraising comprises a firm
placing of 32,955,956 new Ordinary Shares to raise £0.659 million (before
expenses), together with a conditional placing of 438,784,044 new Ordinary
Shares to raise £8.775 million (before expenses) and a conditional
subscription for 28,260,000 new Ordinary Shares to raise £0.565 million,
which are subject to Shareholders' approval at the General Meeting.
The Company also launched the Broker Offer on 27 October 2022 to enable
Shareholders who are qualifying investors and other investors, at the sole
discretion of Turner Pope, who did not have the opportunity to participate in
the Placing, to invest in the Company on the same terms as the Placing. The
Broker Offer, which is also subject to Shareholders' approval at the General
Meeting, will potentially enable the Company to raise up to an additional
£2.5 million (gross) through the issue of up to 125,000,000 new Ordinary
Shares at the Issue Price.
The Issue Price represents a discount of 20 per cent. to the closing price per
Ordinary Share of 2.5 pence at close of business on 26 October 2022, being the
last practicable date prior to the announcement of the Placing. The New
Ordinary Shares will represent approximately 74 per cent. of the Enlarged
Issued Share Capital (assuming the Broker Offer is subscribed in full).
The First Tranche Placing is conditional, inter alia, upon First Admission
(which is expected to become effective with dealings in the First Tranche
Placing Shares to commence on 1 November 2022). The Second Tranche Placing is
conditional, inter alia, upon Second Admission (which is expected to become
effective with dealings in the Second Tranche Placing Shares to commence on 15
November 2022). The Third Tranche Placing, the Subscription and the Broker
Offer are conditional, inter alia, upon Third Admission (which is expected to
become effective with dealings in the Third Tranche Placing Shares, the
Subscription Shares and any Broker Offer Shares to commence on 16 November
2022). The Placing, the Subscription and the Broker Offer have not been
underwritten.
For the Second Tranche Placing, the Third Tranche Placing, the Subscription
and the Broker Offer to proceed, the Company requires Shareholders' to pass
the Resolutions, giving the Directors authority to allot the Second Tranche
Placing Shares, the Third Tranche Placing Shares, the Subscription Shares and
any Broker Offer Shares (and grant the Placing Warrants, the Broker Warrants
and the Broker Further Warrants) and disapplying statutory pre-emption rights
in relation to the issue of the Second Tranche Placing Shares, the Third
Tranche Placing Shares, the Subscription Shares and any Broker Offer Shares
(and the grant of the Placing Warrants, the Broker Warrants and the Broker
Further Warrants).
I am therefore writing to provide you with details of the Placing,
Subscription and Broker Offer and to give you notice of the General Meeting at
which the Resolutions will be put to Shareholders. The General Meeting is to
be held at the offices of Jeffreys Henry LLP at Finsgate, 5 - 7 Cranwood
Street, London, EC1V 9EE at 12.00 noon on 14 November 2022. The formal Notice
of General Meeting is set out at the end of this document.
2. BACKGROUND TO, AND REASONS FOR, THE PLACING, THE SUBSCRIPTION AND THE
BROKER OFFER
The Company announced on 5 August 2022 that the Board conservatively expects
revenue to be in excess of £18 million for the full year to 31 December 2022,
which, although below market expectations at the time, would equate to a near
doubling of turnover from the full year 2021. The Company also expects that
achieving this level of turnover would see an overall EBITDA positive result,
reflecting the fact that the Company has invested in its growth, both evolving
existing commercial relationships and forming new ones.
Importantly, the Group has successfully evolved its business model to focus
more on being a solutions provider as opposed to 'just' selling equipment and
consumables. Some recent contract wins have highlighted the symbiotic
relationships within DeepVerge, with their specifications requiring the
services of all Group divisions. We have taken what may seem to be two
disparate divisions in Modern Water and Labskin and applied AI capability with
expanded testing services to create a highly differentiated product offering.
Our 'blue-chip' client base is testament to what has been achieved and the
Board understands that we need to provide financial comfort to all
stakeholders in the business.
Demand for home test kits from Skin Trust Club, for example, has been
unprecedented and it has become apparent that the capital available to the
Group would not sufficiently allow the required investment to keep up with the
current and anticipated demand and employ and retain the staff needed to cope
with such demand. The increasing order intake at Modern Water, particularly
evidenced through several announcements since the summer, has also required
increased working capital availability. The Company's pipeline, both through
the potential extension of current contracts and from new potential orders,
has also highlighted a requirement for a refinanced balance sheet.
The Company announced on 17 March 2022 that it had secured a mezzanine loan
facility ("Facility") of up to £25 million with Riverfort Global
Opportunities PCC Limited and YA II PN Limited ("the Lenders"), of which an
initial £4m was drawn down. Monthly repayments were scheduled to commence
with the initial repayment of £0.5m due on 16 October 2022.
In connection with the March 2022 Loan, the Lenders also received warrants
over 11,265,622 Ordinary Shares with an exercise price of 20 pence per
Ordinary Share ("Lender Warrants").
The Company has been in talks with the Lenders for some time and, under the
terms of the Deed of Standstill, it has been agreed between them that (amongst
other things) there will be no Event of Default relating to any repayments
under the March 2022 Loan that have been or may be missed up to 30 November
2022 (being the longstop date for Admission under the Placing Agreement)
provided the balance of the principal of the funding from the Lenders and the
interest to accrue until the original maturity date of 16 March 2023 is made
in full immediately following Third Admission. The Company has also agreed
to rebase the exercise price for the Lender Warrants to the Issue Price, which
will have the effect of reducing the exercise price from 20 pence per Ordinary
Share to 2 pence per Ordinary Share.
It is therefore intended that part of the gross proceeds of the Placing will
be used to make payments in full and final settlement of the above, subsequent
to which the remaining facility will be cancelled.
The Company, with the support of its principal advisers, Turner Pope and
SPARK, has thoroughly reviewed its financing arrangements and the gross
proceeds of the Placing will also be used to fund the Company's working
capital requirements, with the aim of enabling the Company to reach
profitability and cash generation during the second half of 2023.
Pursuant to the above and as announced by the Company on 20 July 2022, the
Company is exploring a range of options to meet the unprecedented demand for
Labskin services and the accelerating growth of Skin Trust Club which will
require further investment by the Company.
3. USE OF PROCEEDS
The gross proceeds receivable by the Company pursuant to the Placing and the
Subscription (and assuming no Broker Offer Shares are issued) are expected to
be £10 million. The Company intends to use the net proceeds, after expenses,
of approximately £9.35 million for the following purposes:
· Investment in Labskin and Skin Trust
Club £2.30 million
· Repayment of March 2022
Loan
£4.37 million
· Working
capital
£2.68 million
The net proceeds of the issue of any Broker Offer Shares will be used for
general working capital purposes.
4. CURRENT TRADING AND PROSPECTS
The Company's most recent published results are the unaudited interim results
for the six months ended 30 June 2022 ("H1") and were released on 22 September
2022. A copy of these results can be found at www.deepverge.com
(http://www.deepverge.com) .
In the interim results announced by the Company on 22 September 2022, the
Company confirmed:
· Unaudited group revenues for H1 2022 grew by 94% to
£6.436 million (H1 2021: £3.319 million).
· Adjusted EBITDA loss reduced by 46.6% to £0.372 million
(H1 2021: £0.697 million loss)
· Operating loss fell by 7.4% to £2.139 million (H1 2021:
£2.311 million loss) after providing for depreciation, amortisation, and
exceptional costs.
In the Company's announcement of its interim results for H1, Gerard Brandon,
CEO DeepVerge plc, commented:
"The Company continues to expand across all divisions with record H1 half-year
sales and expectations of £18m for the full year. Demand for Modern Water
monitoring and membrane solutions grew, not least because of the impact of
climate change and a severe global drought. Order values have moved from £50k
to £100k equipment sales in 2020 to now include multiple £1m+ solutions in
Middle East, North Africa, China and South Asia and the recent £2.4m project
on the Savannah River in Georgia, USA. The Company has a substantial order
book of £8.87m for H2 supply and expects to continue its year-on-year history
of revenues weighted in H2 over H1 since 2018."
5. BOARD CHANGES
As announced on 25 October 2022, the fast pace of growth experienced by the
Company has stretched both the balance sheet and the existing management team.
As a consequence, a new CEO, CFO and Non-Executive director will be recruited.
The following changes to the board, and to the roles undertaken by existing
directors, took effect from earlier today:
Gerard Brandon stepped down as Chief Executive, remaining on the board as
Executive Director with responsibility for the Modern Water Division.
Dr Nigel Burton became Interim Chief Executive while the Company commences the
search for a new Group Chief Executive.
Fionan Murray remains on the Board as Executive Director with responsibility
for the Skin Trust Club and Labskin Division.
Camillus Glover left the board but will remain as Chief Financial Officer
while the Company commences the search for a new Group Finance Director.
A further independent non-executive director will be appointed as soon as
practicable.
6. DETAILS OF THE PLACING
The Placing
The Placing is being conducted in three tranches because the Company currently
has limited shareholder authority to issue new Ordinary Shares for cash on a
non-pre-emptive basis and to assist investors in the Placing to claim certain
reliefs available to EIS investors and VCTs. Details of the three tranches of
the Placing are set out below.
First Tranche Placing
The firm placing of the First Tranche Placing Shares at the Issue Price has
raised approximately £0.659 million (before expenses) for the Company, within
the Company's existing share allotment authorities which were granted at the
Company's annual general meeting held on 20 July 2022.
The First Tranche Placing is conditional, inter alia, upon:
(a) the Placing Agreement becoming unconditional in all
respects (save for First Admission occurring) and not having been terminated
in accordance with its terms; and
(b) admission of the First Tranche Placing Shares to trading on
AIM becoming effective by no later than 8.00 a.m. on 1 November 2022 (or such
later time and/or date as the Company, SPARK and Turner Pope may agree (being
no later than 8.00 a.m. on 30 November 2022)).
Second Tranche Placing
The conditional placing of the Second Tranche Placing Shares at the Issue
Price has raised £2.7 million (before expenses). The number of Second
Tranche Placing Shares has been determined by calculation of the level of
gross assets at Second Admission to ensure the "gross assets" test for EIS/VCT
relief is satisfied.
The Second Tranche Placing Shares has been offered to those investors seeking
to claim EIS relief in relation to their subscription and to VCTs.
The Second Tranche Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting;
(b) the Placing Agreement becoming unconditional in all respects
(save for Second Admission occurring) and not having been terminated in
accordance with its terms; and
(c) admission of the Second Tranche Placing Shares to trading
on AIM becoming effective by no later than 8.00 a.m. on 15 November 2022 (or
such later time and/or date as the Company, SPARK and Turner Pope may agree
(being no later than 8.00 a.m. on 30 November 2022)).
Third Tranche Placing
The conditional placing of the Third Tranche Placing Shares at the Issue Price
raised £ 6.075 million (before expenses). The Third Tranche Placing Shares
have been offered to those investors who are neither seeking EIS relief nor
are VCTs.
The Third Tranche Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting;
(b) the Placing Agreement becoming unconditional in all respects
(save for Third Admission occurring) and not having been terminated in
accordance with its terms; and
(c) admission of the Third Tranche Placing Shares to trading
on AIM becoming effective by no later than 8.00 a.m. on 16 November 2022 (or
such later time and/or date as the Company, SPARK and Turner Pope may agree
(being no later than 8.00 a.m. on 30 November 2022)).
If such conditions are not satisfied or, if applicable, waived, by the date(s)
and time(s) referred to above the Placing will not proceed.
The Issue Price represents a discount of 20 per cent. to the closing price per
Ordinary Share of 2.5 pence at close of business on 26 October 2022, being the
last practicable date prior to the announcement of the Placing, the
Subscription and the Broker Offer.
The Placing is not underwritten by Turner Pope or any other person.
The Placing will result in the issue of 471,740,000 new Ordinary Shares
representing approximately 55.8 per cent. of the Enlarged Issued Share
Capital. The Placing Shares, when issued and fully paid, will rank pari passu
in all respects with the Existing Ordinary Shares.
EIS and VCT
The Company has not received any advance assurance from HM Revenue &
Customs as regards whether the New Ordinary Shares will be capable of being a
"qualifying holding" for the purposes of investment by venture capital trusts
("VCTs") or whether placees will be able to obtain Enterprise Investment
Scheme ("EIS") reliefs in respect of the New Ordinary Shares.
Neither the Company, the Directors nor any of the Company's advisers give any
warranty, undertaking or other assurance that any tax reliefs will continue to
be available and will not be withdrawn at a later date. The actual
availability of qualifying status for VCT and EIS relief would be contingent
upon certain conditions being met by both the Company and the relevant
investors.
Shareholders and proposed investors must take their own professional advice in
order that they may fully understand how the relief legislation may apply in
their individual circumstances and what they are required to do in order to
claim any reliefs (if available) and rely on it. As the rules governing VCT
and/or EIS reliefs are complex and interrelated with other legislation, if any
Shareholders or proposed investors are in any doubt as to their tax position,
require more detailed information than the general outline above, or are
subject to tax in a jurisdiction other than the UK, they should consult own
their professional advisers.
Admission
The First Tranche Placing Shares have been allotted conditional upon First
Admission and it is expected that they will be admitted to trading on AIM at
8.00 a.m. 1 November 2022 (or such later time and/or date as the Company,
SPARK and Turner Pope may agree (being no later than 8.00 a.m. on 30 November
2022)).
The Second Tranche Placing Shares and the Third Tranche Placing Shares have
been placed conditional upon, inter alia, the passing of the Resolutions at
the General Meeting.
It is expected that the Second Tranche Placing Shares will be admitted to
trading on AIM at 8.00 a.m. on 15 November 2022 (or such later time and/or
date as the Company, SPARK and Turner Pope may agree (being no later than 8.00
a.m. on 30 November 2022)).
It is expected that the Third Tranche Placing Shares will be admitted to
trading on AIM at 8.00 a.m. on 16 November 2022 (or such later time and/or
date as the Company, SPARK and Turner Pope may agree (being no later than 8.00
a.m. on 30 November 2022)).
Placing Agreement
The Company, SPARK and Turner Pope have entered into the Placing Agreement,
pursuant to which Turner Pope has agreed, subject to certain conditions, to
use its reasonable endeavours to procure placees for the Placing Shares and
the Broker Offer Shares.
The Placing Agreement is conditional, inter alia, upon First Admission
becoming effective at 8.00 a.m. on 1 November 2022 (or such later time and/or
date as the Company, SPARK and Turner Pope may agree (being no later than 8.00
a.m. on 30 November 2022)), Second Admission becoming effective at 8.00 a.m.
on 15 November 2022 (or such later time and/or date as the Company, SPARK and
Turner Pope may agree (being no later than 8.00 a.m. on 30 November 2022)) and
Third Admission becoming effective at 8.00 a.m. on 16 November 2022 (or such
later time and/or date as the Company, SPARK and Turner Pope may agree (being
no later than 8.00 a.m. on 30 November 2022)).
The Company has agreed to pay all costs and expenses relating to the Placing
and the applications for Admission, including commissions payable to Turner
Pope and a corporate finance advisory fee to SPARK.
The Placing Agreement contains certain customary warranties given by the
Company and the Directors in favour of SPARK and Turner Pope in relation to,
inter alia, the accuracy of the information in this document and other matters
relating to the Group and its business. In addition, the Company and the
Directors have agreed to indemnify SPARK and Turner Pope in respect of certain
liabilities they may incur in respect of the Placing or Admission. It also
contains provisions entitling SPARK and Turner Pope to terminate the Placing
Agreement if, inter alia, a breach of any of the warranties occurs, a force
majeure event occurs or an event occurs which is material in the context of
the Placing.
The Placing Warrants
In addition, all subscribers in the Placing, the Subscription and the Broker
Offer will be issued with Placing Warrants on the basis of one Placing Warrant
for every four New Ordinary Shares subscribed for by or placed with the
relevant investor.
The Placing Warrants, which are constituted by the Placing Warrant Instrument,
will be exercisable at an exercise price of 3 pence per Ordinary Share at any
time up to the date one year following Third Admission. No application is
being made for the Placing Warrants to be admitted to trading on AIM.
The Broker Warrants
Under the terms of the Placing Agreement, the Broker Warrants will be issued
to JIM Nominees Limited (as nominee on behalf of Turner Pope) as part of the
consideration payable to Turner Pope for its services as placing agent to the
Placing and Broker Offer. The Broker Warrants, which are constituted by the
Broker Warrant Instrument, will be exercisable at an exercise price equal to
the Issue Price per Ordinary Share at any time up to the date three years
following Third Admission. No application is being made for the Broker
Warrants to be admitted to trading on AIM.
The Broker Further Warrants
In addition, under the terms of the Placing Agreement, the Broker Further
Warrants will be issued to JIM Nominees Limited (as nominee on behalf of
Turner Pope) as part of the consideration payable to Turner Pope for its
services as placing agent to the Placing and Broker Offer. The Broker Further
Warrants will be granted depending on the number of Placing Warrants exercised
by investors in the 12 months following Third Admission and will (at 3 pence
per Broker Further Warrant) equal 8% of the aggregate subscription price
received by the Company in each calendar month in respect of exercised Placing
Warrants. The Broker Further Warrants, which are constituted by the Broker
Further Warrant Instrument, will be exercisable at 3p per Ordinary Share at
any time up to the date 18 months following Third Admission. No application is
being made for the Broker Warrants to be admitted to trading on AIM.
7. DETAILS OF THE BROKER OFFER
The Broker Offer
Pursuant to the Broker Offer, Turner Pope has the option to require the
Company to issue the Broker Offer Shares at the Issue Price to subscribers
procured by Turner Pope as agent of the Company. The Broker Offer will allow
Turner Pope to accommodate additional demand under the Placing in the event
that requests to participate in the Placing are received from Shareholders who
are qualifying investors ("Existing Shareholders") and other qualifying
investors during the period following the release of the announcement on 27
October 2022 until 4.30 p.m. on 28 October 2022.
The Broker Offer Shares have not been made available to the public and none of
the Broker Offer Shares are being offered or sold in any jurisdiction where it
would be unlawful to do so. No prospectus will be issued in connection with
the Broker Offer.
Turner Pope will have absolute discretion (after consultation with the
Company) in the allocation of any Broker Offer Shares following the
communication of any such interest, and communication of an order to Turner
Pope will not guarantee any person any allocation or participation.
Any Broker Offer Shares issued in connection with the Broker Offer will be
issued on the same terms and conditions as the Placing Shares. Any Broker
Offer Shares, when issued and fully paid, will rank pari passu in all respects
with the Existing Ordinary Shares.
The maximum number of Broker Offer Shares that may be issued pursuant to the
Broker Offer is 125,000,000 to raise £2.5 million. Assuming the Broker
Offer is fully subscribed, the Broker Offer will result in the issue of
125,000,000 new Ordinary Shares representing approximately 14.8 per cent. of
the Enlarged Issued Share Capital.
If the Broker Offer is not fully subscribed by 4.30 p.m. on 28 October 2022,
orders from eligible investors will be satisfied in full and no further
Ordinary Shares will be issued pursuant to the Broker Offer. The Company will
announce the results of the Broker Offer and the resultant number of Broker
Offer Shares following close of the Broker Offer.
The Broker Offer is conditional upon Third Admission becoming effective. If
this condition is not satisfied, the Broker Offer Shares will not be issued.
The Broker Offer is not underwritten by Turner Pope or any other person.
Admission
Any Broker Offer Shares will be placed conditional upon, inter alia, the
passing of the Resolutions at the General Meeting.
It is expected that the Broker Offer Shares will be admitted to trading on AIM
at the same time as Admission of the Third Tranche Placing Shares and
Subscription Shares, that is 8.00 a.m. on 16 November 2022 (or such later time
and/or date as the Company, SPARK and Turner Pope may agree (being no later
than 8.00 a.m. on 30 November 2022)).
Subscription to the Broker Offer
To subscribe for Broker Offer Shares, Existing Shareholders or other
interested parties who are qualified investors who wish to register their
interest in participating in the Broker Offer should use the Turner Pope URL:
https://forms.office.com/r/nptcgkst65 .
It is important that shareholders note that the above URL is only valid to
4:30 p.m. on 28 October 2022. The Directors acknowledge that the Broker Offer
will likely have closed before any Shareholder receives this document in hard
copy.
8. DETAILS OF THE SUBSCRIPTION
The Subscription
Certain parties have agreed to subscribe for 28,260,000 new Ordinary Shares
pursuant to the Subscription direct with the Company.
The Subscription Shares will be issued at the Issue Price, raising £0.565
million for the Company. The parties who have subscribed pursuant to the
Subscription have subscribed directly with the Company for the Subscription
Shares, which are issued on the same terms and conditions as the Placing
Shares.
The Subscription will result in the issue of 28,260,000 new Ordinary Shares
representing approximately 3.3 per cent. of the Enlarged Issued Share Capital.
The Subscription Shares, when issued and fully paid, will rank pari passu in
all respects with the Existing Ordinary Shares.
The Subscription is conditional upon Third Admission becoming effective. If
this condition is not satisfied, the Subscription Shares will not be issued.
The Subscription is not being underwritten by Turner Pope or any other person.
Admission
The Subscription Shares have been subscribed for conditional upon, inter alia,
the passing of the Resolutions at the General Meeting.
It is expected that the Subscription Shares will be admitted to trading on AIM
at the same time as Admission of the Third Tranche Placing Shares and Broker
Offer Shares, that is 8.00 a.m. on 16 November 2022 (or such later time and/or
date as the Company, SPARK and Turner Pope may agree (being no later than 8.00
a.m. on 30 November 2022)).
Participation in the Subscription by Directors and PDMRs
Certain Directors and PDMRs of the Company intend to subscribe for
Subscription Shares with an aggregate value of £392,500 in the Subscription,
as set out in the table below. These Subscription Shares will be issued on the
same terms and conditions as the Placing Shares.
Director/PDMR Current Shareholding (number of Ordinary Shares) Aggregate value of Subscription Shares subscribed for (£) Number of Subscription Shares subscribed for Number of Placing Warrants to be received
Ross Andrews 473,846 £45,000 2,250,000 562,500
Gerard Brandon 8,369,901 £50,000 2,500,000 625,000
Camillus Glover (PDMR) 4,250,670 £40,000 2,000,000 500,000
Nigel Burton 1,883,167 £100,000 5,000,000 1,250,000
Fiona Joyce (PDMR) n/a £157,500 7,875,000 1,968,750
The participation in the Subscription by Ross Andrews, Gerard Brandon,
Camillus Glover and Nigel Burton constitutes a related party transaction under
Rule 13 of the AIM Rules. Fionan Murray (the only independent director for
these purposes), having consulted with SPARK, the Company's nominated adviser,
considers that the terms of participation by Ross Andrews, Gerard Brandon,
Camillus Glover and Nigel Burton in the Subscription is fair and reasonable in
so far as Shareholders are concerned.
9. SETTLEMENT AND DEALINGS
The New Ordinary Shares will be issued credited as fully paid and will rank
pari passu 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 First Admission, Second Admission or Third Admission (as
the case may be).
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that the First
Tranche Placing Shares will be admitted to trading on AIM at 8.00 a.m. on 1
November 2022, that the Second Tranche Placing Shares will be admitted to
trading on AIM at 8.00 a.m. on 15 November 2022 and that the Third Tranche
Placing Shares, the Subscription Shares and any Broker Offer Shares will be
admitted to trading on AIM at 8.00 a.m. on 16 November 2022. Second Admission
and Third Admission will be subject, inter alia, to the passing of the
Resolutions at the General Meeting.
Placees who elect to receive their Placing Shares in CREST will have their
CREST account credited with their Placing Shares following First Admission,
Second Admission or Third Admission (as the case may be). For placees who
elect to receive their Placing Shares in certificated form, definitive
certificates in respect of the First Tranche Placing Shares, Second Tranche
Placing Shares and Third Tranche Placing Shares are expected to be sent to
placees by 15 November 2022, 29 November 2022 and 30 November 2022
respectively.
Subscribers who elect to receive their Subscription Shares in CREST will have
their CREST account credited with their Subscription Shares following Third
Admission. For Subscribers who elect to receive their Subscription Shares in
certificated form, definitive certificates in respect of the Subscription
Shares are expected to be sent to Subscribers by 30 November 2022.
Placees who elect to receive their Broker Offer Shares in CREST will have
their CREST account credited with their Broker Offer Shares following Third
Admission. For placees who elect to receive their Broker Offer Shares in
certificated form, definitive certificates in respect of any Broker Offer
Shares are expected to be sent to placees by 30 November 2022.
10. GENERAL MEETING
Set out at the end of this document is a notice convening the General Meeting
to be held at the offices of Jeffreys Henry LLP at Finsgate, 5 - 7 Cranwood
Street, London, EC1V 9EE at 12.00 noon on 14 November 2022, at which the
Resolutions will be proposed.
A summary and brief explanation of the Resolutions to be proposed at the
General Meeting is set out below. Please note that this is not the full text
of the Resolutions and you should read this paragraph in conjunction with the
Resolutions contained in the Notice of General Meeting at the end of this
document.
· Resolution 1 - an ordinary resolution to grant the
Directors authority to: (a) allot the Second Tranche Placing Shares pursuant
to the Second Tranche Placing; (b) allot the Third Tranche Placing Shares
pursuant to the Third Tranche Placing; (c) allot the Subscription Shares
pursuant to the Subscription; (d) allot any Broker Offer Shares pursuant to
the Broker Offer; (e) grant the Broker Warrants, Broker Further Warrants and
Placing Warrants; and (f) allot or grant rights to subscribe for a further
197,348,000 new Ordinary Shares up to an aggregate nominal value of
£197,348.00 (being approximately 33 per cent. of the Enlarged Issued Share
Capital).
· Resolution 2 - a special resolution to disapply statutory
pre-emption rights in respect of: (a) the allotment of equity securities which
takes place in connection with a rights issue or other similar offer; (b) the
allotment of the Second Tranche Placing Shares pursuant to the Second Tranche
Placing; (c) the allotment of the Third Tranche Placing Shares pursuant to the
Third Tranche Placing; (d) the allotment of the Subscription Shares pursuant
to the Subscription; (e) the allotment of any Broker Offer Shares pursuant to
the Broker Offer; (f) the grant of the Broker Warrants, Broker Further
Warrants and Placing Warrants; and (g) the allotment or grant of rights to
subscribe for a further 88,806,000 new Ordinary Shares up to an aggregate
nominal value of £88,806 (being approximately 15 per cent. of the Enlarged
Issued Share Capital) (such Resolution being conditional upon the passing of
Resolution 1).
Resolution 1 is being proposed as an ordinary resolution and requires approval
by a simple majority of those votes cast (by persons present in person or by
proxy) at the General Meeting for the resolution to be passed. Resolution 2 is
being proposed as a special resolution and requires approval by not less than
three-quarters of the votes cast (by persons present in person or by proxy) at
the General Meeting for the resolution to be passed.
11. ACTION TO BE TAKEN
A Form of Proxy for use at the General Meeting accompanies this document. You
are asked to complete the Form of Proxy and return it to the Company's
registrars, Neville Registrars at Neville House, Steelpark Road, Halesowen,
West Midlands B62 8HD so as to be received by no later than 12.00 noon on 10
November 2022 (or, in the case of an adjournment of the General Meeting, not
less than 48 hours (excluding any part of a day that is not a Business Day)
before the time and date fixed for the holding of the adjourned meeting).
If you hold your Ordinary Shares in uncertificated form in CREST, you may vote
using the CREST Proxy Voting Service in accordance with the procedures set out
in the CREST Manual. Further details are also set out in the notes to the
Notice of General Meeting at the end of this document. Proxies submitted via
CREST must be received by the Company's agent, Neville Registrars (CREST
Participant ID 7RA11), by no later than 12.00 noon on 10 November 2022 (or if
the General Meeting is adjourned, 48 hours (excluding any part of a day that
is not a Business Day) before the time and date fixed for the adjourned
meeting).
Shareholders are asked to complete the Form of Proxy in accordance with the
instructions printed on it so as to be received by the Company's registrars,
Neville Registrars, as soon as possible but in any event no later than 12.00
noon on 10 November 2022.
12. RECOMMENDATION
The Directors unanimously consider that the Placing, the Subscription and the
Broker Offer are in the best interests of the Company and its Shareholders as
a whole. Accordingly, the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions, as the Directors intend to do in relation
to their own and associated holdings of 19,513,672 Ordinary Shares in total,
representing approximately 8.88 per cent. of the Existing Ordinary Shares (as
at the date of this document).
Yours faithfully
Ross Andrews
Non-Executive Chairman
INDICATIVE TIMETABLE
2022
Posting of this document and Form of Proxy 27 October
Latest time and date for applications under the Broker Offer 4.30 p.m. on 28 October
Announcement of result of Broker Offer 31 October
Admission and commencement of dealings in the First Tranche Placing Shares 8.00 a.m. on 1 November
First Tranche Placing Shares credited to CREST stock accounts 8.00 a.m. on 1 November
Share certificates for First Tranche Placing Shares sent to Shareholders by 15 November
Latest time and date for receipt of Forms of Proxy and receipt of electronic 12.00 noon on 10 November
proxy appointments via the CREST system
General Meeting 12.00 noon on 14 November
Results of General Meeting announced through Regulatory Information Service 14 November
Admission and commencement of dealings in the Second Tranche Placing Shares 8.00 a.m. on 15 November
Second Tranche Placing Shares credited to CREST stock accounts 8.00 a.m. on 15 November
Share certificates for Second Tranche Placing Shares sent to Shareholders by 29 November
Admission and commencement of dealings in the Third Tranche Placing Shares, 8.00 a.m. on 16 November
the Subscription Shares and any Broker Offer Shares
Third Tranche Placing Shares, Subscription Shares and any Broker Offer Shares 8.00 a.m. on 16 November
credited to CREST stock accounts
Share certificates for Third Tranche Placing Shares, Subscription Shares and by 30 November
any Broker Offer Shares sent to Shareholders
KEY STATISTICS
Issue Price 2 pence
Number of Existing Ordinary Shares 219,706,378
Number of Placing Shares to be issued 471,740,000
Number of Subscription Shares to be issued 28,260,000
Maximum number of Broker Offer Shares available for issue 125,000,000
Maximum number of Ordinary Shares the subject of the Broker Warrants and 62,500,000
Broker Further Warrants**
Maximum number of Placing Warrants
156,250,000
Number of Ordinary Shares in issue immediately following Third Admission* 844,706,378
Percentage of Enlarged Issued Share Capital represented by the New Ordinary 74 per cent.
Shares*
Market capitalisation of the Company following Third Admission (at the Issue £16.9 million
Price)*
Estimated net proceeds of the Placing and the Subscription receivable by the £9.35 million
Company
Estimated net proceeds of the Broker Offer receivable by the Company** £2.35 million
Notes:
* Assuming no other Ordinary Shares are issued prior to
completion of the Placing and the Subscription and the Broker Offer is taken
up in full.
** Assuming the Broker Offer is taken up in full, and all
Placing Warrants are exercised.
DEFINITIONS
The following words and expressions shall have the following meanings in this
document unless the context otherwise requires:
''Admission'' First Admission, in the case of the First Tranche Placing Shares, and/or
Second Admission, in the case of the Second Tranche Placing Shares and/or
Third Admission, in the case of the Third Tranche Placing Shares, the
Subscription Shares and any Broker Offer Shares, as the context requires;
''AIM'' the AIM market operated by the London Stock Exchange;
''AIM Rules'' the rules for AIM companies as published by the London Stock Exchange from
time to time;
''Board'' or ''Directors'' the directors of the Company at the date of this document;
"Broker Further Warrants" unlisted warrants to be issued to JIM Nominees Limited (as nominee on behalf
of Turner Pope) to subscribe for up to 12,500,000 new Ordinary Shares,
equivalent to 8 per cent. of those Placing Warrants exercised by investors
from time to time, exercisable at 3 pence per Ordinary Share for 18 months
from Third Admission, as constituted by the Broker Further Warrant Instrument,
further details of which can be found in paragraph 6 of Part I (Letter from
the Chairman of DeepVerge plc) of this document;
the warrant instrument dated 26 October 2022 and executed by the Company under
which the Broker Further Warrants will be issued to JIM Nominees Limited (as
nominee on behalf of Turner Pope);
the option for Turner Pope to require the Company to issue Broker Offer Shares
to subscribers procured by Turner Pope as agent of the Company at the Issue
"Broker Further Warrant Instrument" Price (in addition to the Placing Shares), details of which are set out in
paragraph 6 of Part I (Letter from the Chairman of DeepVerge plc) of this
document;
"Broker Offer"
"Broker Offer Shares" up to 125,000,000 new Ordinary Shares available to be placed by Turner Pope
pursuant to the Broker Offer;
"Broker Warrant Instrument" the warrant instrument dated 26 October 2022 and executed by the Company under
which the Broker Warrants will be issued to JIM Nominees Limited (as nominee
on behalf of Turner Pope);
"Broker Warrants" unlisted warrants to be issued to JIM Nominees Limited (as nominee on behalf
of Turner Pope) to subscribe for up to 50,000,000 new Ordinary Shares,
equivalent to 8 per cent. of the aggregate number of Placing Shares,
Subscription Shares and Broker Offer Shares exercisable at the Issue Price for
three years from Third Admission, as constituted by the Broker Warrant
Instrument, further details of which can be found in paragraph 6 of Part I
(Letter from the Chairman of DeepVerge plc) of this document;
"Business Day" a day other than a Saturday, Sunday or public holiday in England when banks in
London are open for business;
''certificated" or "in certificated form" a share or other security which is not in uncertificated form (that is, not in
CREST);
"Company'' or ''DeepVerge" DeepVerge plc, a company registered in England and Wales with registered
number 10205396;
''CREST'' the computerised settlement system to facilitate transfer of title to or
interests in securities in uncertificated form operated by Euroclear UK &
International Limited;
"Deed of Standstill" an agreement between the Company and the Lenders dated 26 October 2022 whereby
the Lenders have agreed not to exercise their rights under the 2022 March Loan
in respect of late payments of interest and principal and to accept, inter
alia, repayment of capital and prepayment of interest in full and final
settlement of all amounts due to the Lenders by 30 November 2022;
relief under the Enterprise Investment Scheme, as set out in Part V of the
Income Tax Act 2007, as amended;
"EIS relief"
''Enlarged Issued Share Capital'' the entire issued ordinary share capital of the Company immediately following
Third Admission, assuming the Broker Offer is taken up in full;
''Existing Ordinary Shares'' the 219,706,378 Ordinary Shares in issue at the date of this document;
''First Admission'' the admission to trading on AIM of the First Tranche Placing Shares in
accordance with Rule 6 of the AIM Rules;
"First Tranche Placing" the firm placing of the First Tranche Placing Shares;
"First Tranche Placing Shares" the 32,955,956 new Ordinary Shares to be allotted under the First Tranche
Placing;
''Form of Proxy'' the form of proxy for use at the General Meeting which accompanies this
document;
''General Meeting'' or "GM" the general meeting of the Company, notice of which is set out at the end of
this document, and any adjournment thereof;
"Group" the Company, its subsidiaries and subsidiary undertakings;
''Issue Price'' 2 pence, being the issue price of the Placing Shares, the Subscription
Shares and any Broker Offer Shares;
"London Stock Exchange'' London Stock Exchange plc;
"Modern Water'' Modern Water plc, a subsidiary of the Company;
"Neville Registrars'' Neville Registrars Limited, the Company's registrars;
"New Ordinary Shares" together the up to 625,000,000 new Ordinary Shares to be issued by the Company
pursuant to the Placing, the Subscription and the Broker Offer;
''Notice of General Meeting'' the notice of the General Meeting, which is set out at the end of this
document;
"Ordinary Share(s)" ordinary share(s) of 0.1 pence each in the capital of the Company;
"PDMR" a person discharging managerial responsibilities for the purposes of the UK
Market Abuse Regulation;
"Placing" the placing of the Placing Shares under the terms of the Placing Agreement
(comprising the First Tranche Placing, the Second Tranche Placing and the
Third Tranche Placing);
"Placing Agreement" the agreement dated 26 October 2022 between (1) the Company, (2) Turner Pope
and (3) SPARK, a summary of the key terms of which can be found in paragraph 6
of Part I (Letter from the Chairman of DeepVerge plc) of this document;
"Placing Shares" the 471,740,000 new Ordinary Shares to be issued by the Company pursuant to
the First Tranche Placing, the Second Tranche Placing and the Third Tranche
Placing;
the warrant instrument dated 26 October 2022 and executed by the Company under
which the Placing Warrants will be issued to subscribers for New Ordinary
"Placing Warrant Instrument" Shares;
warrants to be issued on the basis of 1 warrant for every 4 New Ordinary
Shares subscribed in the Placing, the Subscription and the Broker Offer, with
an exercise price of 3p and an exercise period ending one year following Third
Admission, expected to be 15 November 2023;
"Placing Warrants"
''Regulatory Information Service'' a service approved by the FCA for the distribution to the public of
regulatory announcements and included within the list maintained
on the FCA's website;
''Resolutions'' the resolutions to be proposed at the General Meeting, as set out in the
Notice of General Meeting;
''March 2022 Loan'' the £25 million three year loan facility made available to the Company
pursuant to the terms of an investment agreement made between the Company,
Riverfort Global Opportunities PCC Limited and YA II PN, Ltd ("Lenders") and
dated 16 March 2022;
''Second Admission'' the admission to trading on AIM of the Second Tranche Placing Shares in
accordance with Rule 6 of the AIM Rules;
"Second Tranche Placing" the conditional placing of the Second Tranche Placing Shares;
"Second Tranche Placing Shares" the 135,000,000 new Ordinary Shares to be issued pursuant to the Second
Tranche Placing;
"Shareholder(s)'' holder(s) of Ordinary Shares;
''SPARK" SPARK Advisory Partners Limited, the Company's nominated adviser;
"Subscription" the subscription for the Subscription Shares pursuant to subscription letters
between the Company and each of the subscribers;
"Subscription Shares" the 28,260,000 new Ordinary Shares to be issued pursuant to the Subscription;
''Third Admission'' the admission to trading on AIM of the Third Tranche Placing Shares, the
Subscription Shares and any Broker Offer Shares in accordance with Rule 6 of
the AIM Rules;
"Third Tranche Placing" the conditional placing of the Third Tranche Placing Shares;
"Third Tranche Placing Shares" the 303,784,044 new Ordinary Shares to be issued pursuant to the Third Tranche
Placing;
"Turner Pope" Turner Pope Investments (TPI) Ltd, the Company's broker; and
''UK'' or ''United Kingdom'' the United Kingdom of Great Britain and Northern Ireland.
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