REG - DG Innovate PLC - Proposed Fundraising & Business Update

DG InnovateAnnouncement

16/09/2024 09:30

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RNS Number : 3228E  DG Innovate PLC  16 September 2024

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DG
INNOVATE PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF DG
INNOVATE PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

16 September 2024

DG Innovate plc

 

("DG Innovate" or the "Company")

 

Proposed Fundraising of up to £850,000

and

Business Update

 

DG Innovate plc (LSE: DGI), the advanced research and development company
developing pioneering solutions in sustainable mobility and energy storage,
announces a proposed Fundraising, comprising a Placing, a Retail Offer and,
potentially a Directors' Intended Subscription, to raise up to an aggregate of
£850,000 (before expenses) through the issue of new Ordinary Shares, assuming
full take-up of the Retail Offer and completion of the Directors' Intended
Subscription. The proposed Issue Price is 0.075 pence per Ordinary Share.

 

Cavendish has acted as sole bookrunner to the Placing.

 

Transaction Highlights

 

·      The Company has conditionally raised gross proceeds of £550,000
pursuant to the Placing with new and existing investors.

 

·      Certain of the Company's management team also intend to subscribe
for, in aggregate, £200,000 through the issue of the Directors' Subscription
Shares at the Issue Price. As the Company is currently in a closed period
under UK MAR until the publication of the 2024 Interim Results, the Directors
and senior management are not permitted to deal in the Company's Ordinary
Shares until after publication of the 2024 Interim Results (and subject to
each not being in possession of any other unpublished price sensitive
information at such time).

 

·      Publication of the 2024 Interim Results is required to take place
by 30 September 2024. Assuming the Directors' Intended Subscription proceeds,
the Company will apply for admission of the relevant Directors' Subscription
Shares to trading on the Main Market separately and to take effect following
the admission of the Placing Shares and the Retail Offer Shares.

 

·    It is proposed that there will be a separate conditional Retail Offer
to existing Shareholders via the Bookbuild Platform to raise gross proceeds of
up to £100,000 at the Issue Price. A separate announcement will be made
shortly by the Company regarding the Retail Offer and its terms.

 

·      The Issue Price represents a discount of 6.25 per cent. to the
closing mid-market price of 0.080 pence per Ordinary Share on 13 September
2024 (being the last business day before the release of this Announcement).

 

The net proceeds from the Fundraising will be used to:

 

·      further fund the Company's commercial strategies for e-drives and
energy storage;

·      further support the establishment of the joint venture with EVage
Automotive Pvt. Limited ("EVage"), as originally announced on 28 March 2024;
and

·      provide working capital for the ongoing commercialisation journey
and pursuit of sales contracts.

 

The net proceeds from the Fundraising will ensure that the Company has
sufficient funds for its immediate needs until December 2024. Accordingly, in
conjunction with its commercial activities, the Company will continue to seek
further funding, in part to facilitate a proposed move to AIM in 2025.

 

The Company has also agreed to issue a further 28,035,840 Creditor Shares at
the Issue Price in order to meet certain liabilities due to a creditor.

 

The Company has the authority to issue and allot the Placing Shares, Creditor
Shares, Retail Offer Shares and Directors' Subscription Shares (should it
proceed) pursuant to certain existing shareholder authorities granting such
powers to the directors at the Company's Annual General Meeting held on 2 July
2024.

 

Completion of the Placing, the Retail Offer and Admission is expected to take
place on or around 23 September 2024. A further announcement will be made in
relation to the Directors' Intended Subscription in due course.

 

Business Update

 

The Company is also pleased to provide an update on recent progress across its
technical and commercial workstreams:

 

·      Work continues to conclude the proposed joint venture with Indian
electric vehicle manufacturer, EVage, and technical specifications for the
first Pareta® motors planned to be produced by the joint venture are now
being finalised. The parties continue to target production during 2025.

 

·      The Company is currently testing a prototype 450kW Pareta® motor
ahead of delivery in September 2024 to its collaboration partner
Cummins-Meritor, for use in heavy commercial vehicles.

 

·      Following the delivery of the initial prototype under the joint
development agreement for Pareta® drives for novel heavy goods vehicle
applications with a tier one commercial vehicle components company, as
announced on 19 July 2024, DGI's technical team are supporting testing at the
partner's facility, which is progressing in line with expectations.

 

·      The Company continues to consider M&A opportunities within
the e-mobility sector, which could further accelerate its commercialisation
strategy.

 

·      An international grant is being considered for further
developments of its ground-breaking research within sustainable battery
technology.

 

Enquiries:

 

 DG innovate plc                                         C/O IFC

 Peter Bardenfleth-Hansen (CEO)

 Jack Allardyce (CFO)

 IFC Advisory (Investor Relations)                       020 3934 6630

 Tim Metcalfe

 Zach Cohen

 Grant Thornton UK LLP (Financial Adviser)               020 7383 5100

 Samantha Harrison

 Jamie Barklem

 Ciara Donnelly

 Cavendish Capital Markets Limited (Corporate Broker)    020 7220 0500

 Adrian Hadden / George Lawson (Corporate Finance)

 Julian Morse (Sales)

 

This Announcement is released by DG Innovate plc and contains inside
information for the purposes of Article 7 of MAR, and is disclosed in
accordance with the Company's obligations under Article 17 of MAR.

 

Market soundings (as defined in MAR) were taken in respect of the Placing with
the result that certain persons became aware of inside information (as defined
in MAR), as permitted by MAR.  This inside information is set out in this
Announcement. Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.

 

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU)
2016/1055 and the UK version of such implementing regulation (as amended), the
person responsible for arranging for the release of this Announcement on
behalf of the Company is Jack Allardyce, Chief Executive Officer.

 

Details of the Placing and the Placing Agreement

 

Under the terms of a placing agreement entered into today between Cavendish
and the Company (the "Placing Agreement"), the Sole Bookrunner has
conditionally agreed to use its reasonable endeavours to procure subscribers
for the Placing Shares to raise £550,000.

 

Cavendish has conditionally placed the Placing Shares with certain
institutional investors at the Placing Price. The Placing is not being
underwritten by Cavendish.

 

The Placing is conditional, inter alia, on:

 

·      The Placing Agreement not having been terminated in accordance
with its terms prior to Admission (as defined below) of the Placing Shares to
trading on the Main Market of the London Stock Exchange and admission to the
Official List; and

 

·      Admission becoming effective by no later than 8.00 a.m. on 23
September 2024 or such later time and/or date as the Company and Cavendish may
agree (being no later than 8.00 a.m. on 11 October 2024).

 

The Placing Agreement contains customary warranties given by the Company to
Cavendish as to matters in relation to, inter alia, the accuracy of
information in this Announcement and other matters relating to DG Innovate and
its business. In addition, the Company has provided a customary indemnity to
Cavendish in respect of liabilities arising out of or in connection with the
Placing.

 

Cavendish is entitled to terminate the Placing Agreement in certain
circumstances prior to Admission, including where any of the warranties are
found not to be true or accurate or were misleading in any respect, the
failure of the Company to comply in any material respect with any of its
obligations under the Placing Agreement, the occurrence of certain force
majeure events or a material adverse change in the business of the Company or
in financial or trading position or prospects of the Company.

 

Details of the Retail Offer

 

The Retail Offer aims to provide existing retail Shareholders in the Company
an opportunity to participate in the Fundraise. A separate announcement will
be made shortly by the Company regarding the Retail Offer and its terms. Those
investors who subscribe for Retail Offer Shares pursuant to the Retail Offer
will do so pursuant to the terms and conditions of the Retail Offer contained
in that announcement. For the avoidance of doubt, the Retail Offer is not part
of the Placing or the Directors' Intended Subscription.

 

The Retail Offer will be open to Retail Investors in the United Kingdom at
9.20 a.m. on 16 September 2024 and is expected to close at 4.30 p.m. on 17
September 2024. Investors should note that financial intermediaries may have
earlier closing times. The Retail Offer may close early if it is
oversubscribed.

 

 

Admission, Settlement, Dealings and Total Voting Rights

 

Application will be made for admission of 733,333,334 Placing Shares and
28,035,840 Creditor Shares, together with the Retail Offer Shares, to the
Official List and to trading on the Main Market.

 

It is expected that that Admission will take place on or around 8.00 a.m. on
23 September 2024 and that dealings in the Placing Shares and the Retail Offer
Shares will commence at the same time.

 

A further announcement will be released in due course in connection with
admission to the Official List and to trading on the Main Market of any
Directors' Subscription Shares.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

2024

 Announcement of the Fundraising                                              16 September
 Announcement of the result of the Retail Offer                               17 September
 Admission effective and commencement of dealings in the Placing Shares, the  23 September
 Creditor Shares and the Retail Offer on the Main Market
 Issue and admission of Directors' Subscription Shares                        following publication of the 2024 Interim Results
 Placing Shares, Creditor Shares and Retail Offer Shares credited to CREST    23 September
 stock accounts
 Dispatch of definitive share certificates for the Placing Shares, Creditor   within 10 working days of Admission
 Shares and/or the Retail Offer Shares to be held in certificated form

 

 

The Company and Cavendish reserve the right to alter the dates and times
referred to above. If any of the dates and times referred to above are altered
by the Company, the revised dates and times will be announced through a
Regulatory Information Service without delay.

 

All references to time in this Announcement are to London time, unless
otherwise stated.

 

 

FUNDRAISING STATISTICS

 

 Issue Price                                                                   0.075 pence
 Number of Ordinary Shares in issue at the date of this Announcement           11,050,248,440((ii))
 Number of Placing Shares                                                      733,333,334
 Number of Creditor Shares                                                     28,035,840
 Maximum number of Retail Offer Shares                                         133,333,333
 Number of Ordinary Shares in issue immediately following Admission((i) (ii))  11,944,950,947
 Percentage of the Enlarged Share Capital represented by the Placing Shares,   7.49%
 Creditor Shares and Retail Offer Shares ((i))
 Gross proceeds of the Placing and Retail Offer((i))                           £650,000
 Expected number of Directors' Subscription Shares                             266,666,666
 Expected gross proceeds of the Directors' Intended Subscription               £200,000
 Expected gross proceeds of the Fundraise((i))                                 £850,000

(i)       Assuming the Retail Offer is subscribed for in full, and that
no other Ordinary Shares are issued following the date of this Announcement
prior to Admission.

(ii)      Includes 357,142 Ordinary Shares that are held in treasury

 

 

 

 

DEFINITIONS

 

The following definitions apply throughout this Announcement, unless the
context otherwise requires:

 

 "2024 Interim Results"                          the announcement of the Company's interim results for the six months ended 30
                                                 June 2024
 "Admission"                                     admission of the Placing Shares, the Creditor Shares and the Retail Offer
                                                 Shares to the Official List and to trading on the Main Market
 "AIM''                                          the market of that name operated by the London Stock Exchange
 "Announcement"                                  the announcement of the Fundraising made by the Company on 16 September 2024
 "Articles"                                      the articles of association of the Company
 "Board" or "Directors"                          the directors of the Company or any duly authorised committee thereof
 "Bookbuild Platform"                            the online capital markets platform developed by BB Technologies Limited, a
                                                 company registered in England and Wales with company number 10153507 and whose
                                                 registered office is at Gable House, 239 Regents Park Road, London N3 3LF
 "Business Day"                                  a day (other than a Saturday, a Sunday or a public holiday) on which clearing
                                                 banks are open for all normal banking business in the city of London.
 "Cavendish"                                     Cavendish Capital Markets Limited, the Company's corporate broker to the
                                                 Company and sole bookrunner in relation to the Placing
 "certificated" or "in certificated form"        an Ordinary Share recorded on the Company's share register as being held in
                                                 certificated form (namely, not in CREST)
 "Companies Act"                                 the Companies Act 2006, as amended
 "Company" or "DGI"                              DG Innovate plc, a company incorporated in England and Wales under the
                                                 Companies Act 2006 with registered number 04006413 and having its registered
                                                 office at 15 Victoria Mews Cottingley Business Park, Mill Field Road, Bingley,
                                                 England, BD16 1PY
 "Creditor Shares"                               the new Ordinary Shares issued and allotted in order to meet certain
                                                 liabilities due to a creditor
 "CREST" or "CREST system"                       the relevant system (as defined in the CREST Regulations) in respect of which
                                                 Euroclear is the operator (as defined in those regulations)
 "CREST Regulations"                             the Uncertificated Securities Regulations 2001 (SI2001/3755)
 "Directors' Intended Subscription"              a potential subscription by certain Directors and senior management team for
                                                 Ordinary Shares at an aggregate subscription price of £200,000 which, if it
                                                 occurs, will be once the Company is out of a closed period under UK MAR
 "Directors' Subscription Shares"                the 266,666,666 new Ordinary Shares intended to be subscribed pursuant to the
                                                 Directors' Intended Subscription (if any)
 "Enlarged Share Capital"                        the issued Ordinary Share capital of the Company immediately following
                                                 Admission
 "Euroclear"                                     Euroclear UK & International Limited, the operator of CREST
 "Existing Ordinary Shares"                      the 11,050,248,440 Ordinary Shares in issue as at the date of this
                                                 Announcement, of which of which 357,142 Ordinary Shares are held in treasury
 "FCA"                                           the Financial Conduct Authority
 "FSMA"                                          the Financial Services and Markets Act 2000
 "Fundraise" or "Fundraising"                    the proposed Placing, Retail Offer and Directors' Intended Subscription
 "Group"                                         the Company and its subsidiary undertakings
 "Issue Price"                                   0.075 pence per new Ordinary Share
 "London Stock Exchange"                         London Stock Exchange plc
 "Long Stop Date"                                11 October 2024
 "Main Market"                                   the London Stock Exchange's main market for listed securities
 "Ordinary Shares"                               ordinary shares of 0.01p each in the capital of the Company
 "Placees"                                       subscribers for the Placing Shares
 "Placing"                                       the conditional placing of Placing Shares by Cavendish on behalf of the
                                                 Company at the Issue Price pursuant to the Placing Agreement
 "Placing Agreement"                             the agreement dated 16 September 2024 between the Company and Cavendish
                                                 relating to the Placing
 "Placing Shares"                                the 733,333,334 new Ordinary Shares to be issued and allotted pursuant to the
                                                 Placing
 "Regulatory Information Service" or "RIS"       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,
                                                 http://www.fca.org.uk/
 "Retail Investors"                              existing Shareholders, who are resident in the United Kingdom and are a
                                                 customer of an intermediary who agrees conditionally to subscribe for Retail
                                                 Offer Shares in the Retail Offer
 "Retail Offer"                                  the proposed conditional offer of Retail Offer Shares to Retail Investors
                                                 through intermediaries on the Bookbuild Platform pursuant to the Retail Offer
                                                 Intermediaries Agreements and the Retail Offer documents
 "Retail Offer Intermediaries Agreements"        the agreements between BB Technology Limited and the intermediaries in
                                                 relation to the Retail Offer which set out the terms and conditions upon which
                                                 each intermediary agrees to make the Retail Offer available to Retail
                                                 Investors to subscribe for Retail Offer Shares
 "Retail Offer Shares"                           the up to 133,333,333 new Ordinary Shares to be issued pursuant to the Retail
                                                 Offer
 "Securities Act"                                the United States Securities Act of 1933, as amended
 "Shareholders"                                  the holders of ordinary shares (as the context requires) at the relevant time
 "uncertificated" or "in uncertificated form"    recorded on the relevant register of Ordinary Shares 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
 "United Kingdom" or ''UK"                       the United Kingdom of Great Britain and Northern Ireland
 "United States" or "US" or "USA"                the United States of America, its territories and possessions, any state of
                                                 the United States of America and the District of Columbia and any other area
                                                 subject to its jurisdiction
 "£", "pounds sterling", "pence" or "p"          are references to the lawful currency of the United Kingdom

 

 

 

 

IMPORTANT NOTICES

 

The distribution of this Announcement and any other documentation associated
with the Placing into jurisdictions other than the United Kingdom may be
restricted by law.  Persons into whose possession these documents come should
inform themselves about and observe any such restrictions.  Any failure to
comply with these restrictions may constitute a violation of the securities
laws or regulations of any such jurisdiction.  In particular, such documents
should not be distributed, forwarded to or transmitted, directly or
indirectly, in whole or in part, in, into or from the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so may constitute a violation of the securities laws
or regulations of any such jurisdiction (each a "Restricted Jurisdiction").

 

This Announcement is not an offer of securities for sale into the United
States.  The Placing Shares have not been and will not be registered under
the US Securities Act 1933 as amended (the "US Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and, accordingly, may not be offered, sold, resold, taken up,
transferred, delivered or distributed, 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 compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public offer of the
Placing Shares in the United States.

 

The Placing Shares are being offered and sold only in "offshore transactions"
outside the US in reliance on, and in accordance with, Regulation S under the
US Securities Act.  The Placing Shares have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities commission
in the US or any other US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of the Placing
Shares or the accuracy or adequacy of this Announcement.

 

This Announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction and
should not be relied upon in connection with any decision to subscribe for or
acquire any of the Placing Shares (as the case may be).  In particular, this
Announcement does not constitute or form part of any offer to issue or sell,
or the solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States.

 

This Announcement has been issued by, and is the sole responsibility of, the
Company. No person has been authorised to give any information or to make any
representations other than those contained in this Announcement and, if given
or made, such information or representations must not be relied on as having
been authorised by the Company or Cavendish. Subject to the Listing Rules of
the FCA, the issue of this Announcement shall not, in any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date of this Announcement or that the information contained
in it is correct at any subsequent date.

 

Cavendish, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and no one
else in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any matters referred to in this Announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on Cavendish  by the Financial Services and Markets Act 2000 or the
regulatory regime established thereunder, Cavendish does not accept any
responsibility whatsoever for the contents of this Announcement, and makes no
representation or warranty, express or implied, for 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 its behalf, in
connection with the Company or the Placing Shares or the Placing, and nothing
in this Announcement is or shall be relied upon as, a promise or
representation in this respect whether as to the past or future. Cavendish
accordingly disclaims to the fullest extent permitted by law all and any
liability whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this Announcement or any
such statement.

 

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share of the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share of the Company.

 

This Announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements regarding the
Directors' current intentions, beliefs or expectations concerning, among other
things, the Company's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. Actual results and developments could differ
materially from those expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this Announcement are based on
certain factors and assumptions, including the Directors' current view with
respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the Company's
operations, results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as required by
applicable law or regulation, the Company undertakes no obligation to release
publicly the results of any revisions to any forward-looking statements in
this Announcement that may occur due to any change in the Directors'
expectations or to reflect events or circumstances after the date of this
Announcement.

 

 

Information to Distributors

 

UK product governance

 

Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) 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, Cavendish 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
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms part of, this
Announcement.

 

Certain figures contained in this Announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this Announcement may not conform exactly with the total figure given.

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