REG - Directa Plus PLC - Proposed Equity Raise
09/12/2021 12:30
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RNS Number : 1512V Directa Plus PLC 09 December 2021
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, (THE "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, NEW ZEALAND, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER 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 PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN DIRECTA PLUS 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 DIRECTA PLUS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
9 December 2021
Directa Plus plc
Proposed equity raise to fund significant growth opportunities
Directa Plus (AIM: DCTA) (the "Company"), a leading producer and supplier of
graphene nanoplatelets based products for use in consumer and industrial
markets, announces its intention to undertake a fundraising to raise gross
proceeds of approximately £7.0 million (before expenses) by way of a
conditional placing (the "Placing") and a conditional subscription (the
"Subscription" and, together with the Placing, the "Fundraising"), pursuant to
which it proposes to issue approximately 4,666,667 new Ordinary Shares, in
aggregate (the "New Ordinary Shares"), at a price of 150p each (the "Issue
Price").
The Fundraising will be conditional on obtaining approval of the Shareholders
at a General Meeting of the Company which will be notified to Shareholders in
due course.
Details of the Placing
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") which will be launched immediately following this Announcement
and will be available to new and existing eligible institutional investors.
Cenkos Securities plc ("Cenkos") and Singer Capital Markets Securities Limited
("Singer Capital Markets") are acting as joint brokers in relation to the
Placing (the "Joint Brokers"). A placing agreement has been entered into today
between the Company, Cenkos and Singer Capital Markets in connection with the
Placing (the "Placing Agreement"). Further details on the Placing, which is
subject to the terms and conditions set out in the Appendix 1 to this
Announcement, are set out in paragraph 5 below.
Whilst the Company has already conducted a focused marketing exercise amongst
certain Shareholders and other investors, and the Company is pleased with the
level of indicative support received to date, there can be no certainty at
this time that the Placing will be successful. The timing of the closing of
the Placing and the number of Placing Shares and allocations are at the
discretion of the Company and the Joint Brokers and a further announcement
confirming these details is expected to be made in due course.
The Joint Brokers reserve the right to close the Bookbuild without further
notice.
One director of the Company has indicated that he intends to participate in
the Placing.
Details of the Subscription
The Company is pleased to confirm that certain existing shareholders in the
Company have today entered into Subscription Agreements to conditionally
subscribe for up to a total of 2,227,741 new Ordinary Shares ("Subscription
Shares") as part of the Fundraising, in each case at the Issue Price and at
the same time as the Placing, in order to maintain their current percentage
shareholding in the Company following completion of the Fundraising.
The number of Subscription Shares conditionally subscribed for by each such
Shareholder pursuant to the Subscription, and their resulting shareholdings on
Admission, are set out below:
Subscriber Number of Existing Ordinary Shares Number of Subscription Shares Number of Ordinary Shares on Admission (1) Percentage of Enlarged Share Capital on Admission (1)
Nant Capital, LLC (2) 17,623,440 1,340,212 (3) 18,963,652 28.72%
Dompe Holdings S.r.l. 7,519,999 571,874 8,091,873 12.25%
Finanziaria Le Perray S.p.A. 4,150,794 315,655 4,466,449 6.76%
(1. )Assuming that the total number of New Ordinary Shares
issued pursuant to the Fundraising is 4,666,667 and that no employee share
incentives or options are exercised between the date of this Announcement and
Admission.
(2. )Includes shares held by Dr Patrick Soon-Shiong, the
beneficial owner of Nant Capital, LLC
(3. )Or such lower number of Subscription Shares as shall
result in Nant Capital, LLC (together with Dr Patrick Soon-Shiong) holding not
more than 29.9 per cent. of the Enlarged Share Capital
Certain Directors of the Company have indicated that they intend to
participate in the Subscription and it is anticipated that those Directors
will enter into Subscription Agreements following this Announcement to
conditionally subscribe for new Ordinary Shares, in each case at the Issue
Price and at the same time as the Placing.
The Subscription is not being made subject to the terms and conditions set out
in Appendix 1 to this Announcement and instead will be made on the terms set
out of the underlying subscription agreements with the Company.
Nant Capital, LLC and Dompe Holdings S.r.l. are each considered to be "related
parties" as they are "substantial shareholders" as such terms are defined
under the AIM Rules and, accordingly, their participation in the Subscription
constitutes a related party transaction for the purposes of Rule 13 of the AIM
Rules. The Directors consider, having consulted with the Company's nominated
adviser, Cenkos, that the terms of the participation in the Subscription by
each of Nant Capital, LLC and Dompe Holdings S.r.l. are fair and reasonable
insofar as the Shareholders are concerned.
Sir Peter Middleton, Non-Executive Chairman, commented:
"Directa Plus has made consistent progress towards its goal of commercialising
its graphene products and processes with a high quality, growing roster of
customers. The Fundraising will enable the Company to accelerate that progress
by providing funds for investment in what the Board considers to be exciting
opportunities. We look forward to beginning the next phase of growth."
For further information, please contact:
Directa Plus plc +39 02 36714458
Giulio Cesareo, CEO
Giorgio Bonfanti, CFO
Cenkos Securities plc (Nominated Adviser and Joint Broker) +44 131 220 6939
Neil McDonald
Adam Rae
Singer Capital Markets Securities Limited (Joint Broker) +44 20 7496 3069
Rick Thompson
Phil Davies
Tavistock (Financial PR and IR) +44 20 7920 3150
Simon Hudson
Heather Armstrong
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement and to the detailed terms and conditions of the
Placing and further information relating to the Bookbuild described in
Appendix 1 to this Announcement (which also forms part of this Announcement).
The person responsible for arranging the release of this Announcement on
behalf of the Company is Giorgio Bonfanti, Chief Financial Officer of the
Company.
1. Background to and reasons for the Fundraising
Introduction
Directa Plus was established in 2005 and admitted to trading on the AIM market
in 2016. The Company has a unique and proven process for the production of
pristine, chemical free graphene nanoplatelets, tailored to its partners' and
customers' requirements and which is both flexible and scalable. The Company
relies on an increasingly valuable intellectual property portfolio that
continues to build and the benefits of its chemical-free production process
sets Directa Plus apart from its competitors. The Company's current patent
portfolio comprises 71 granted patents plus 26 patents pending, grouped in 18
families - four covering the G+® production process and 14 covering G+®
products and applications. The Company is transitioning from a learning and
discovery company to greater commercialisation and growth. The Fundraising
will allow the Company to progress to the next stage in its journey.
Strategy
Global graphene demand is expected to increase significantly over the next 10
years. The Company is well positioned to benefit from this market growth and
to play a key role in its near-term development. The Company's strategy is to
target existing products and markets that can be significantly improved with
the addition of Directa Plus products. The Company works with key partners,
benefitting from their knowledge of the market, strong reputation and
commercial channels.
The Company is currently targeting four key markets:
· Environmental remediation - through its Setcar subsidiary, using
Directa Plus' Grafysorber® technology to help the oil and gas industry to
tackle environmental issues from hydrocarbon pollution;
· Textiles - printing nanoplatelets on fabrics, and enhanced membranes
for the sports, luxury, fashion, workwear and military markets;
· Composites - introducing the next generation of graphene-enhanced
asphalts for a lower carbon world; and
· Lithium-sulphur batteries - the development of a Lithium-Sulphur
battery using the Directa Plus' G+® pristine graphene nanoplatelets.
2. Use of proceeds from the Fundraising
The Company is seeking to raise capital to fund what it regards as two
significant future growth opportunities in existing verticals.
Water treatment plant and absorbent materials
The Company plans to invest approximately £1.9 million in the development of
its Grafysorber® technology, to broaden the number of applications offered in
its Environmental remediation vertical, and in the construction of a water
treatment plant, providing dedicated equipment for in-house treatment of
industrial water and for the removal of hydrocarbons and other organic
pollutants using its Grafysorber® technology. The Company also plans to
continue its research and development activities for the production of
absorbent materials such as Grafysorber®-made booms, pillows, socks and pads
for the oil and gas industry and others and to locate a Grafysorber®
production unit in Sectar's premises in Romania, close to existing customers.
Air and water filters
The Company plans to invest approximately £1.3 million to advance the
application of Directa Plus' G+® technology to non-woven fabrics to confer
antibacterial and antiviral properties. The Company is targeting new markets
leveraging on its progress in air-filter applications. As announced on 1
December 2021, the Company has signed a Letter of Intent with an Italian-based
global chemicals and materials group and a major player in the non-woven
materials industry to collaborate on an exclusive basis for an initial period
of 12 months. The collaboration will see Directa Plus G+® technologies
combined with those of its partner to develop specific products for the global
air and water filtration markets. If the initial collaboration is successful
and the technical results envisaged are achieved, the two companies will
negotiate a technical and commercial partnership agreement.
The commercialisation of G+® functionalised non-woven materials will be
accelerated through its partner's sales channels and Directa Plus aims to
benefit with a revenue-sharing business model.
Other
The remainder of the net proceeds of the Fundraising will provide the
financial strength necessary to fund the Company's continued investment in
exploring and developing new growth opportunities, provide the balance sheet
strength to support the Company and its subsidiaries in responding to
significant new tenders currently in progress, and to provide additional
liquidity for its general working capital purposes.
3. Current trading and prospects
The Company announced its interim results for the 6 months to 30 June 2021 on
29 September 2021, reporting the best results in its history, with revenue up
41 per cent. to €3.95m and EBITDA loss reduced by 70 per cent. to €0.44
million. Cash at the period end was €5.2 million, with net cash (including
lease liabilities) of €2.5 million.
The Company has continued to trade strongly in the second half of 2021, with
growth driven by both the Environmental and Textile verticals. Revenue for the
9 months to 30 September 2021 grew to €5.74 million (excluding the benefit
of €0.50 million of one-off income from Setcar) with an EBITDA loss for the
period of €0.87 million.
The Company has a significant current pipeline of opportunities at various
stages of development and across all verticals.
The impact of the investment from the Fundraising is expected to positively
impact the Company's revenues and profitability from FY2023 onwards and to
have no material impact on the Company's financial performance in the interim.
Management retains a positive outlook for the Company and has confidence in
meeting current market expectations and achieving its target of turning EBITDA
positive during FY2022.
4. EIS / VCT
The Company received advance assurance on 1 April 2016 from HM Revenue &
Customs ("HMRC") that it is a qualifying company for the purposes of the
Enterprise Investment Scheme ("EIS Advance Assurance"). On 7 September 2021,
the Company applied to HMRC to receive advance assurance that it continues to
be a qualifying company for EIS Advance Assurance.
The Company received an email from HMRC dated 11 October 2021, stating that
they believe they will be able to authorise the Company to issue compliance
certificates under Section 204(1) Income Tax Act 2007 in respect of the
Ordinary Shares to be issued, following receipt of a form EIS1 satisfactorily
completed. HMRC also confirmed that the Company would be considered 'knowledge
intensive' for the proposed issue of shares pursuant to the EIS/VCT Placing.
HMRC can no longer consider applications to receive advance assurance that a
company is a qualifying company for the purposes of the Venture Capital Trust
rules ("VCT Advance Assurance") where the details of the potential qualifying
holding are not given.
The assurance does not guarantee the availability of any form of relief under
the Enterprise Investment Scheme to any particular subscriber and there can be
no certainty that either VCT Advance Assurance will be granted by HMRC or that
the EIS Advance Assurance will be reconfirmed.
Investors considering taking advantage of EIS Relief or making a qualifying
VCT investment are recommended to seek their own professional advice in order
that they may fully understand how the relief legislation may apply in their
individual circumstances. Any Shareholder who is in any doubt as to his
taxation position under the EIS and VCT legislation, or who is subject to tax
in a jurisdiction other than the UK, should consult an appropriate
professional adviser.
5. Details of the Placing
The Placing is being conducted through the Bookbuild which is managed by the
Joint Brokers.
The Bookbuild will open with immediate effect following release of this
Announcement. The price at which such Placing Shares are to be issued is 150p
(the "Issue Price"). The number of Placing Shares to be issued in the Placing
will be agreed by the Joint Brokers and the Company at the close of the
Bookbuild. The timing of the closing of the Bookbuild and allocations are at
the discretion of the Joint Brokers and the Company. Details of the number of
New Ordinary Shares to be issued will be announced as soon as practicable
after the close of the Bookbuild.
The Placing is subject to the terms and conditions set out in Appendix 1 to
this Announcement.
In conjunction with the Placing and as outlined above, certain existing
Shareholders have entered into Subscription Agreements with the Company to
conditionally subscribe for new Ordinary Shares alongside the Placing and it
is anticipated that certain Directors will also enter into Subscription
Agreements with the Company to conditionally subscribe for new Ordinary Shares
alongside the Placing (the "Subscription Shares" and, together with the
Placing Shares, the "New Ordinary Shares"). The Subscription Shares will be
subscribed for on the basis agreed pursuant to subscription agreements with
the Company, rather than the terms and conditions of the Placing set out in
Appendix 1 to this Announcement.
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be issued pursuant to the Fundraising to be admitted to trading on
AIM. It is expected that Admission will occur and that dealings in the Placing
Shares and the Subscription Shares will commence at 8.00 a.m. on 30 December
2021 on which date it is also expected that the Placing Shares and the
Subscription Shares will be enabled for settlement in CREST.
The New Ordinary Shares, when issued, will be issued and credited as fully
paid and will rank in full for all dividends and other distributions declared,
made or paid after the admission of those Ordinary Shares and will otherwise
rank on Admission pari passu in all respects with each other and with the
Existing Ordinary Shares.
The Company's total costs and expenses associated with the Fundraising are
estimated to be £0.5 million.
The Placing is conditional upon, amongst other things:
· the Joint Brokers and the Company agreeing the number of Placing
Shares at the close of the Bookbuild;
· the passing of the Resolutions without amendment to be proposed at
the General Meeting;
· the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its terms prior
to Admission;
· the allotment of the EIS/VCT Placing Shares in advance of the
allotment of the Non-EIS/VCT Placing Shares; and
· Admission taking place by no later than 8.00 a.m. on 30 December 2021
(or such later date as the Joint Brokers may agree in writing with the
Company, being not later than 8.00 a.m. on 13 January 2022).
If any of the conditions are not satisfied or waived by both of the Joint
Brokers in their absolute discretion (where permitted under the terms of the
Placing Agreement), the New Ordinary Shares (other than possibly the EIS/VCT
Placing Shares) will not be issued and Admission will not take place.
Pursuant to the Placing Agreement, the Joint Brokers, as agents for the
Company, have agreed to use their respective reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price.
The Placing Agreement contains customary warranties given by the Company in
favour of the Joint Brokers in relation to, inter alia, the accuracy of the
information in this Announcement and other matters relating to the Company and
its business. In addition, the Company has agreed to indemnify the Joint
Brokers in relation to certain liabilities which the Joint Brokers may incur
in respect of the Placing.
Under the Placing Agreement, the Company has agreed to pay to the Joint
Brokers a commission based on the aggregate value of the New Ordinary Shares
issued pursuant to the Placing at the Issue Price.
Each Joint Broker has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, in the event of a breach of
any of the warranties or a material adverse change.
The Placing Agreement also provides for the Company to pay all costs, charges
and expenses of, or incidental to, the Placing and Admission including all
legal and other professional fees and expenses.
The Placing Shares have not been made available to the public and have not
been offered or sold in any jurisdiction where it would be unlawful to do so.
For further information:
Directa Plus plc +39 02 36714458
Giulio Cesareo, CEO
Giorgio Bonfanti, CFO
Cenkos Securities plc (Nominated Adviser and Joint Broker) +44 131 220 6939
Neil McDonald
Adam Rae
Singer Capital Markets Securities Limited (Joint Broker) +44 20 7496 3069
Rick Thompson
Phil Davies
Tavistock (Financial PR and IR) +44 20 7920 3150
Simon Hudson
Heather Armstrong
Notes to Editors
Directa Plus (www.directa-plus.com) is one of the largest producers and
suppliers of graphene-based products for use in consumer and industrial
markets. The Company's graphene manufacturing capability uses proprietary
patented technology based on a plasma super expansion process. Starting from
natural graphite, each step of Directa Plus' production process - expansion,
exfoliation and drying - creates graphene-based materials and hybrid graphene
materials ready for a variety of uses and available in various forms such as
powder, liquid and paste.
This proprietary production process uses a physical process, rather than a
chemical process, to process graphite into pristine graphene nanoplatelets,
which enables Directa Plus to offer a sustainable, non-toxic product, without
unwanted by-products.
Directa Plus' products are made of hybrid graphene materials and graphene
nano-platelets. The products (marketed as G+) have multiple applications due
to its properties. These G+ products can be categorised into various families,
with different products being suitable for specific practical applications.
Directa Plus was established in 2005 and is based in Lomazzo (Como, Italy) and
has been listed on the AIM market of the London Stock Exchange since May 2016.
Directa Plus holds the Green Economy Mark from London Stock Exchange which
recognises companies that contribute to the global green economy.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")
(OTHER THAN PURSUANT TO CERTAIN EXEMPTIONS), AUSTRALIA, CANADA, SOUTH AFRICA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT
INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it 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, Canada, Australia,
South Africa, Japan 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.
No action has been taken by the Company, Cenkos Securities plc ("Cenkos"),
Singer Capital Markets Securities Limited ("Singer Capital Markets" and,
together with Cenkos, the "Joint Brokers") or any of their respective
affiliates, or any person acting on its or their behalf that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Joint
Brokers to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 of the European Parliament and of the Council of
14 June 2017 (as amended) (the "EEA Prospectus Regulation") or the UK version
of the EEA Prospectus Regulation as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (as amended) (the "Prospectus
Regulation")) to be published.
The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States, and may not be offered, sold, or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Placing Shares will
be offered and sold only (i) outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the Securities
Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance
with applicable laws; and (ii) in the United States to persons who are
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) and who have delivered to the Company and the Joint Brokers a US Investor
Letter substantially in the form provided to it, in each case, pursuant to an
exemption from, or in a transaction not subject to, registration under the
Securities Act. No public offering of the Securities will be made in the
United States or elsewhere.
The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing, or the accuracy or adequacy of
this presentation. Any representation to the contrary is a criminal offence in
the United States.
This Announcement has not been approved by the Financial Conduct Authority
(the "FCA") or the London Stock Exchange.
In member states of the European Economic Area (the "EEA"), this Announcement
is directed at and is only being distributed to "qualified investors" within
the meaning of Article 2(e) of the Prospectus Regulation ("Qualified
Investors"). In the United Kingdom, this Announcement is directed at and is
only being distributed to "qualified investors" within the meaning of Article
2(e) of the UK Prospectus Regulation who are also (i) persons having
professional experience in matters relating to investments who fall within the
definition of "investment professional" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); or (ii) high net worth companies, unincorporated associations
and partnerships and trustees of high value trusts as described in Article
49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise
lawfully be communicated (all such persons together being "Relevant Persons").
Any investment or investment activity to which this Announcement relates is
available only to (i) in any member state of the EEA, Qualified Investors; and
(ii) in the United Kingdom, Relevant Persons, and will be engaged in only with
such persons. This Announcement must not be acted on or relied on (i) in any
member state of the EEA, by persons who are not Qualified Investors; and (ii)
in the United Kingdom, by persons who are not Relevant Persons.
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 South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offering in compliance with the securities laws of any
state, province or territory of Australia, Canada, South Africa or Japan.
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, South Africa, or Japan
or any other jurisdiction in which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix 1 to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries (the "Group"). Words
such as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are a number of
factors that could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements and
forecasts. As a result, the Group's actual financial condition, results of
operations and business and plans may differ materially from the plans, goals
and expectations expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or reasonableness of,
and no reliance should be placed on, such forward-looking statements. No
statement in this Announcement is intended to be, nor may it be construed as,
a profit forecast or be relied upon as a guide to future performance. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its directors, the Joint Brokers,
their respective affiliates and any person acting on its or their behalf each
expressly disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation,
the FCA or the London Stock Exchange.
Cenkos Securities plc and Singer Capital Markets Securities Limited are
authorised and regulated in the United Kingdom by the FCA. Each Joint Broker
is acting exclusively for the Company and no one else in connection with the
Placing, the contents of this Announcement and other matters described in this
Announcement. No Joint Broker will regard any other person as its client in
relation to the Placing, the content of this Announcement and other matters
described in this Announcement and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to their respective clients or for providing advice to any other
person in relation to the Placing, the content of this Announcement or any
other matters referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Joint Broker or by any of its affiliates or any person
acting on their behalf as to, or in relation to, the accuracy or completeness
of this Announcement or any other written or oral information made available
to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which Ordinary Shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. 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, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under
the Prospectus Regulation or the UK Prospectus Regulation from the requirement
to produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which section 21(1)
of the Financial Services and Markets Act 2000, as amended does not apply.
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 London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and 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 Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance Requirements)
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Brokers 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
Chapters 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.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
THE INFORMATION AND TERMS CONTAINED IN THIS ANNOUNCEMENT (THE "PLACING TERMS")
ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE
OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE
REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE PLACING TERMS ARE FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE QUALIFIED INVESTORS BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2(E) OF THE EEA PROSPECTUS REGULATION; (B) IF IN THE UNITED KINGDOM
WHO ARE QUALIFIED PERSONS WITHIN THE MEANING OF THE UK VERSION OF REGULATION
(EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017
WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS REGULATION") E; AND (WHO
ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND UK MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE PLACING TERMS MUST BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
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
UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "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 SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE
SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD
ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING
OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE
THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meaning given to them in this
Announcement.
This Announcement or any part of it 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 (including its
territories and possessions, any state of the United States and the District
of Columbia), Canada, the Republic of Ireland, Australia, the Republic of
South Africa, Japan 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.
All offers of the Placing Shares will be made pursuant to an exemption under
the 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) ("FSMA") does not apply.
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, nor will they be, obtained from the Central
Bank of Ireland or any other applicable body in the Republic of Ireland; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan, the Republic of Ireland or the Republic of South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of Ireland or
the Republic of South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in this Appendix 1 to the
Announcement.
Either Joint Broker may require any Placee to agree to such further terms
and/or conditions and/or give such additional warranties and/or
representations as it (in its absolute discretion) sees fit and/or may
require any such Placee to execute a separate placing letter (an "Investor
Letter").
The Joint Brokers make no representation to any Placees regarding an
investment in the Placing Shares. Neither the joint brokers nor any of their
respective affiliates, agents, directors, officers, employees or consultants
make any representation to any Placees regarding an investment in the Placing
Shares. The Placing does not constitute a recommendation or financial product
advice and neither of the Joint Brokers has had regard to each Placees
particular objectives, financial situation and needs. Each Placee should
consult with its own advisers as to legal, tax, business, financial and
related aspects of a subscription for Placing Shares.
By participating in the Placing, each person who chooses to participate in the
Placing (a "Placee") will be deemed to have read and understood this document
in its entirety, to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in this Appendix 1 to the Announcement.
No prospectus
No prospectus or other offering document has been or will be submitted to be
approved by the FCA in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly announced through
a Regulatory Information Service (as defined in the AIM Rules for Companies
(the "AIM Rules")) by or on behalf of the Company on or prior to Admission
(the "Publicly Available Information") and subject to any further terms set
forth in the form of confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Joint Brokers, the Company or any other person and none of
the Joint Brokers, the Company or any other person acting on such person's
behalf nor any of their respective affiliates has or shall have any liability
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Pursuant to the Placing Agreement with the Company and subject to the terms
and conditions set out in the Placing Agreement, the Joint Brokers, as agents
for and on behalf of the Company, have agreed to use their reasonable
endeavours to procure Placees for the Placing Shares at the Issue Price.
The timing of the closing of the Bookbuild and allocations are at the
discretion of the Company and the Joint Brokers. Details of the number of
Placing Shares will be announced as soon as practicable after the close of the
Bookbuild.
The Placing Shares will, when issued, be subject to the articles of
association of the Company and credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares in the Company, including
the right to receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of the Placing
Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. It is expected that Admission will become
effective at 8.00 a.m. on or around 30 December December 2021 and that
dealings in the Placing Shares on AIM will commence at the time of Admission.
Participation in the Placing
The Joint Brokers will today commence the Bookbuild to determine demand for
participation in the Placing by Placees. This Appendix 1 to the Announcement
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
The Joint Brokers and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their absolute
discretion, determine.
Principal terms of the Placing
1 Cenkos is acting as nominated adviser to the
Company in connection with the Placing and Admission. Cenkos and Singer
Capital Markets are acting as joint brokers in connection with the Placing,
both of which are authorised and regulated entities in the United Kingdom by
the FCA, as agents for and on behalf of the Company. The Joint Brokers are
acting exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to the customers
of the Joint Brokers or for providing advice in relation to the matters
described in this Announcement.
2 Participation in the Placing will only be
available to persons who may lawfully do so, and who are, invited by one or
more of the Joint Brokers to participate in the Placing. The Joint Brokers and
any of their respective affiliates are entitled to enter bids in the Bookbuild
as principal.
3 The Placing shall be conducted by way of a fixed
price accelerated bookbuild to establish the number of Placing Shares to be
allocated to Placees, which will comprise the allocation of Placing Shares.
4 The Bookbuild if successful, will establish the
aggregate amount payable to the Joint Brokers, as settlement agents for the
Company, by all Placees whose bids are successful. The final number of Placing
Shares will be agreed between the Joint Brokers and the Company following
completion of the Bookbuild. The number of Placing Shares will be announced on
a Regulatory Information Service following the completion of the Bookbuild.
5 To bid in the Bookbuild, Placees should
communicate their bid by telephone or in writing to their usual sales contact
at one of the Joint Brokers (as applicable). Each bid should state the
aggregate number of Placing Shares which the prospective Placee wishes to
subscribe for at the Issue Price. Bids may be scaled down by the Joint Brokers
on the basis referred to in paragraph 12 below. The Joint Brokers are
arranging the Placing as agents of the Company.
6 The Bookbuild will open with immediate effect
following release of this Announcement and close as soon as reasonably
practicable thereafter at a time to be determined by the Joint Brokers in
their absolute discretion (after consultation with the Company). The Joint
Brokers may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed. The Company reserves the right (upon the
agreement of the Joint Brokers) to reduce or seek to increase the amount to be
raised pursuant to the Placing.
7 Each Placee's allocation in the Placing shall be
determined by the Joint Brokers and the Company and will be confirmed orally
by the relevant Joint Broker as agent of the Company following the close of
the Bookbuild. That oral confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point becomes a
Placee), in favour of the relevant Joint Broker and the Company, under which
it agrees to acquire the number of Placing Shares allocated to the Placee at
the Issue Price and otherwise on the terms and subject to the conditions set
out in this Appendix 1 to the Announcement and in accordance with the
Company's articles of association. Except with the relevant Joint Broker's
written consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted. Each prospective Placee's
allocation and commitment will be evidenced by a form of an electronic trade
confirmation or contract note issued to such Placee by the relevant Joint
Broker. The terms of this Appendix 1 to the Announcement will also be deemed
incorporated in the form of confirmation.
8 Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint Broker, as
agent for the Company, to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of Placing
Shares such Placee has agreed to acquire and the Company has agreed to allot
and issue to that Placee.
9 Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
10 All obligations of the Joint Brokers under the
Placing will be subject to fulfilment or (if applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Termination
of the Placing".
11 By participating in the Placing, each Placee will
agree that its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
12 To the fullest extent permissible by law and
applicable FCA rules, none of: (a) the Joint Brokers, (b) any of the Joint
Brokers' or the Company's affiliates, agents, directors, officers,
consultants, (c) to the extent not contained within (a) or (b), any person
connected with the Joint Brokers as defined in FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Joint Brokers),
(d) any person acting on the Joint Brokers' behalf, shall have any liability
(including to the extent permissible by law, any fiduciary duties) to Placees
or to any other person whether acting on behalf of a Placee or otherwise. In
particular, neither of the Joint Brokers nor any of their respective
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of their conduct of the Placing or of
such alternative method of effecting the Placing as the Joint Brokers (in
consultation with the Company) may agree.
13 The Joint Brokers reserve the right not to accept
bids or may choose to accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale down any
bids for this purpose on such basis as they may determine. The Joint Brokers
may also, notwithstanding paragraphs 4 and 5 above, subject to the prior
consent of the Company (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time.
14 To the fullest extent permissible by law, none of
the Joint Brokers nor any of their respective affiliates nor any of their or
their respective affiliates' agents, members, partners, directors, officers or
employees shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise) in connection with the Placing or
the Bookbuild.
Registration and Settlement
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a form of confirmation by way of
contract note or electronic trade confirmation by the relevant Joint Broker,
which will confirm the number of Placing Shares allocated to them and the
aggregate amount owed by them to the relevant Joint Broker.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the Joint Brokers
in accordance with either the standing CREST or certificated settlement
instructions which they have in place with the Joint Brokers.
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions on a T+2 basis.
Settlement through CREST is expected to take place in respect of the Placing
Shares on 29 December 2021 for EIS/VCT Placing Shares and on 30 December 2021
for all other New Ordinary Shares. It is expected that the EIS/VCT Placing
Shares will be issued unconditionally to potential subscribers on 29 December
2021, being the business day prior to Admission (or such later date as the
Company and the Joint Brokers may agree in writing, being no later than 13
January 2022). The issue of the EIS/VCT Placing Shares is not conditional upon
the issue of the balance of the Placing Shares. However, it is conditional,
inter alia, on:
(a) the performance by the Company of certain specified obligations under
the Placing Agreement in so far as the same fall to be performed prior to
completion of the EIS/VCT Placing;
(b) the Placing Agreement having been entered into and it having not been
terminated prior to the issue of the EIS/VCT Placing Shares; and
(c) the satisfaction or, where appropriate, the waiver of all other
conditions set out in the Placing Agreement relating to the issue of the
EIS/VCT Placing Shares.
The Joint Brokers will use the CASS Delivery Versus Payment exemption (under
CASS 6.1.12R and 7.11.14R within the FCA Handbook Client Assets Sourcebook)
with regard to settlement of shares and/or funds, in connection with the
Placing. However, in the event of any difficulties or delays in the admission
of the Placing Shares to CREST or the use of CREST in relation to the Placing,
the Company and the Joint Brokers may agree that the Placing Shares should be
issued in certificated form. The Joint Brokers reserve the right to require
settlement for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as they deem necessary if delivery or settlement
to Placees is not practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above
prevailing LIBOR as determined by the Joint Brokers.
Each Placee agrees that, if it does not comply with these obligations, the
Joint Brokers (as applicable) may sell, charge by way of security (to any
funder of the Joint Brokers) or otherwise deal with any or all of their
Placing Shares on their behalf and retain from the proceeds, for such Joint
Brokers' own account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due and any costs and expenses properly
incurred by the Joint Brokers (as applicable) as a result of the Placee's
failure to comply with its obligations. The relevant Placee will, however,
remain liable for any shortfall below the amount owed by it and for any stamp
duty or stamp duty reserve tax (together with any interest or penalties) which
may arise upon the sale of their Placing Shares on their behalf. Each Placee
confers on the Joint Brokers all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which the
Joint Brokers lawfully undertake in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the relevant
Placee 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,
Placees must ensure that, upon receipt, the conditional form of confirmation
or electronic trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or commission in
connection with the Placing.
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 the Joint Brokers under the Placing Agreement in relation
to Admission are, and the Placing is, conditional upon, inter alia:
(a) the Company obtaining shareholder approval to the allotment and issue
without pre-emption of the Placing Shares in accordance with the terms of
the Placing Agreement;
(b) the performance by the Company of certain specified obligations under
the Placing Agreement to the extent that they fall to be performed prior to
Admission;
(c) agreement by the Company and the Joint Brokers of the final number of
Placing Shares to be issued at the Issue Price pursuant to the Placing and the
allocation of such Placing Shares to Placees;
(d) the Subscription becoming wholly unconditional;
(e) the Joint Brokers not having exercised their rights to terminate the
Placing Agreement; and
(f) Admission having occurred not later than 8.00 a.m. on 30 December2021
or such later date as the Company and the Joint Brokers may agree, but in any
event not later than 8.00 a.m. on 13 January 2022 (the "Longstop Date") (the
issue of the EIS/VCT Placing Shares as part of the Fundraising is not
conditional on Admission),
all conditions to the obligations of the Joint Brokers included in the Placing
Agreement being together, the "conditions".
If any of the conditions set out in the Placing Agreement are not fulfilled
or, where permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the Company and the
Joint Brokers may agree, provided that the time for satisfaction of the
condition set out in (f) above shall not be extended beyond the Longstop Date
or the Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee is acting)
in respect thereof.
By participating in the Placing, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
Certain conditions may be waived in whole or in part by the Joint Brokers, in
their absolute discretion by notice in writing to the Company and the Joint
Brokers may also agree in writing with the Company to extend the time for
satisfaction of any condition. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
The Joint Brokers may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of the Joint Brokers, the Company nor any of their respective affiliates,
agents, directors, officers, employees shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any condition to the
Placing nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Joint Brokers. Placees will have no rights against the Joint
Brokers or any of their respective members, directors or employees under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999
(as amended) or otherwise.
Termination of the Placing
Either of the Joint Brokers may, in their absolute discretion, terminate the
Placing Agreement, in accordance with its terms, at any time prior to
Admission if, inter alia:
(a) it comes to the attention of the Joint Brokers that any of the
warranties were untrue, incorrect, or were misleading when given or deemed
given which either of the Joint Brokers considers to be material in the
context of the Placing and/or Admission by reference to the facts subsisting
at the time; or
(b) there is a failure by any party to comply, in any material respect, with
the terms of the Subscription which the Joint Brokers consider to be material
in the context of the Placing; or
(c) the Company fails, in any material respect, to comply with any of its
obligations under the Placing Agreement;
(d) it comes to the attention of the Joint Brokers that any statement
contained within certain documents that have been prepared in connection with
the Placing has become or been discovered to be untrue, inaccurate or
misleading; or
(e) any material adverse change has occurred in, inter alia, the financial
position or prospects or business of the Company and its subsidiary
undertakings (taken as whole) which, in the opinion of the Joint Brokers
(acting in good faith), whether or not arising in the ordinary course of
business, is material in the context of the Placing; or
(f) a matter having arisen before Admission which is likely to give rise
to an indemnity claim under the Placing Agreement.
Notice of termination may be communicated by any of the Joint Brokers as soon
as practicable to any director of the Company in writing and announced to a
Regulatory Information Service.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee 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 Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Joint Brokers that the exercise by the Company or either of the Joint Brokers
of any right of termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the Company or
either of the Joint Brokers and that neither of the Company nor the Joint
Brokers need make any reference to such Placee and that neither the Joint
Brokers, the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to such Placee (or
to any other person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by the relevant Joint Broker
of a form of trade confirmation or contract note confirming each Placee's
allocation and commitment in the Placing.
Enterprise Investment Scheme (EIS) and Venture Capital Trust (VCT) Schemes
The Company received advance assurance on 1 April 2016 from HM Revenue &
Customs ("HMRC") that it is a qualifying company for the purposes of the
Enterprise Investment Scheme ("EIS Advance Assurance"). On 7 September 2021,
the Company applied to HMRC to receive advance assurance that it continues to
be a qualifying company for EIS Advance Assurance.
The Company received an email from HMRC dated 11 October 2021, stating that
they believe they will be able to authorise the Company to issue compliance
certificates under Section 204(1) Income Tax Act 2007 in respect of the
Ordinary Shares to be issued, following receipt of a form EIS1 satisfactorily
completed. HMRC also confirmed that the Company would be considered 'knowledge
intensive' for the proposed issue of shares pursuant to the EIS/VCT Placing.
HMRC can no longer consider applications to receive advance assurance that a
company is a qualifying company for the purposes of the Venture Capital Trust
rules ("VCT Advance Assurance") where the details of the potential qualifying
holding are not given.
The assurance does not guarantee the availability of any form of relief under
the Enterprise Investment Scheme to any particular subscriber and there can be
no certainty that either VCT Advance Assurance will be granted by HMRC or that
the EIS Advance Assurance will be reconfirmed.
The status of the EIS/VCT Placing Shares as a qualifying holding for VCT
purposes will be conditional (amongst other things) on the qualifying
conditions being satisfied throughout the period of ownership. The status of
the EIS/VCT Placing Shares as qualifying for EIS Relief will be conditional
(amongst other things) on the qualifying conditions being satisfied, both by
the Company and (as regards those conditions to be met by the investor) the
investor throughout a period of at least three years from the date of issue.
There can be no assurance that the Company will conduct its activities in a
way that will secure or retain qualifying status for VCT and/or EIS purposes
(and indeed circumstances may arise where the directors of the Company believe
that the interests of the Group are not served by seeking to retain such
status). Further, the conditions for VCT Relief and EIS Relief are complex and
relevant investors are recommended to seek their own professional advice
before investing. This paragraph is without prejudice to any separate comfort
letter which may have been given by the Company to certain VCT investors in
connection with the EIS/VCT Placing.
Investors considering taking advantage of EIS Relief or making a qualifying
VCT investment are recommended to seek their own professional advice in order
that they may fully understand how the relief legislation may apply in their
individual circumstances. Any Shareholder who is in any doubt as to his
taxation position under the EIS and VCT legislation, or who is subject to tax
in a jurisdiction other than the UK, should consult an appropriate
professional adviser.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges and agrees (for itself and
for any such prospective Placee) that (save where the Joint Brokers expressly
agree in writing to the contrary):
1. it has read and understood this Announcement in its
entirety and that its participation in the Bookbuild and the Placing and its
acquisition of the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and that it
has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this Announcement and the
Publicly Available Information;
2. it acknowledges and agrees that its acceptance of its
participation in the Placing on the terms set out in this Announcement is
legally binding, irrevocable and is not capable of termination or rescission
by it in any circumstances;
3. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
4. in the case of a Relevant Person in the United
Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a qualified investor within the meaning of Article 2(e) of the
Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation:
(c) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the United Kingdom other than qualified
investors or in circumstances in which the prior consent of each of the
Joint Brokers has been given to the offer or resale; or
(d) where Placing Shares have been acquired by it on behalf of persons in
the United Kingdom other than qualified investors, the offer of those Placing
Shares to it is not treated under the Prospectus Regulation as having been
made to such persons;
5. in the case of a Relevant Person in a Member State
who acquires any Placing Shares pursuant to the Placing:
(a) it is a qualified investor within the meaning of Article 2(E) of the EEA
Prospectus Regulation;
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EEA Prospectus
Regulation:
(c) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any Member State other than qualified investors or in
circumstances in which the prior consent of the Joint Brokers have been given
to the offer or resale; or
(d) where Placing Shares have been acquired by it on behalf of persons in
any Member State other than qualified investors, the offer of those Placing
Shares to it is not treated under the EEA Prospectus Regulation as having been
made to such persons;
6. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
7. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 6 above) is outside the United States
acquiring the Placing Shares in offshore transactions as defined in and in
accordance with Regulation S under the Securities Act;
8. it acknowledges that the Placing Shares have not
been, and will not be, registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or transferred, directly or
indirectly, within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States;
9. in subscribing for Placing Shares under the Placing,
it agrees with the Joint Brokers and the Company that it will be bound by
these terms and conditions and will be deemed to have accepted them; and
10. it agrees that the exercise by either of the Joint
Brokers of any right of termination or any right of waiver exercisable by the
Joint Brokers contained in the Placing Agreement or the exercise of any
discretion thereunder is within the absolute discretion of the Joint Brokers
and the Joint Brokers will not have any liability to it whatsoever in
connection with any decision to exercise or not exercise any such rights. Each
Placee acknowledges that if (i) any of the conditions in the Placing Agreement
are not satisfied (or, where relevant, waived); or (ii) the Placing Agreement
is terminated; or (iii) the Placing Agreement does not otherwise become
unconditional in all respects, the Placing will lapse and its rights and
obligations hereunder shall cease and determine at such time and no claim
shall be made by it in respect thereof;
11. it has not received a prospectus or other offering
document in connection with the Bookbuild, the Placing or the Placing Shares
and acknowledges that no prospectus or other offering document:
(a) is required under the Prospectus Regulation or the EEA Prospectus
Regulation; and
(b) has been or will be prepared in connection with the Placing;
12. It has not done, and will not do, anything in relation
to the Placing which has resulted in or could result in any person being
required to publish a prospectus in relation to the Company or to any Placing
Shares in accordance with FSMA or the Prospectus Regulation Rules or in
accordance with any laws applicable in any part of the European Union or the
EEA;
13. the Ordinary Shares are admitted to trading on AIM, and
that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which includes a
description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is able to obtain
or access such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
14. it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and
neither of the Joint Brokers, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person other than the
information in this Announcement, or the Publicly Available Information; nor
has it requested neither of the Joint Brokers, the Company, any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such information;
15. neither the Joint Brokers, any person acting on behalf
of them or any of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly Available
Information, or any representation relating to the Company, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
16. the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the Placing Shares
is contained in the Publicly Available Information and this document, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on Publicly
Available Information and the information contained in this document; (ii)
neither the Joint Brokers, the Company nor any of their respective affiliates,
agents, directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company, the Placing
or the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information and the information contained in this document;
(iii) it has conducted its own investigation of the Company, the Placing and
the Placing Shares, satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to participate
in the Placing; and (iv) has not relied on any investigation that the Joint
Brokers or any person acting on their behalf may have conducted with respect
to the Company, the Placing or the Placing Shares;
17. the content of this Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and that neither of the Joint Brokers nor any
persons acting on behalf of it is responsible for or has or shall have any
liability for any information, representation, warranty or statement relating
to the Company contained in this Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to participate
in the Placing based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information or
otherwise. Nothing in this Appendix 1 to the Announcement shall exclude any
liability of any person for fraudulent misrepresentation;
18. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be cleared or approved in respect of any of the
Placing Shares under the securities laws of the United States, or any state or
other jurisdiction of the United States, the Republic of Ireland, Australia,
Canada, Republic of South Africa or Japan and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of Ireland,
Australia, Canada, South Africa or Japan or in any country or jurisdiction
where any such action for that purpose is required;
19. it and/or each person on whose behalf it is
participating:
(a) is entitled to acquire Placing Shares pursuant to the Placing under the
laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and perform
its obligations as an acquirer of Placing Shares and will honour such
obligations; and
(d) has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix 1 to the Announcement) under those laws or otherwise and
complied with all necessary formalities to enable it to enter into the
transactions contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment company it
is aware of and acknowledges it is required to comply with all applicable laws
and regulations with respect to its subscription for Placing Shares;
20. it is not, and any person who it is acting on behalf of
is not, and at the time the Placing Shares are subscribed for will not be, a
resident of, or with an address in, or subject to the laws of, Australia,
Canada, Japan, the Republic of Ireland or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation of
Australia, Canada, Japan, the Republic of Ireland or the Republic of South
Africa and may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions;
21. the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective registration
under the Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
22. it and the beneficial owner of the Placing Shares is,
and at the time the Placing Shares are acquired will be, outside the United
States and acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the Securities Act;
23. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act;
24. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
25. neither of the Joint Brokers, their respective
affiliates, agents, directors, officers or employees nor any person acting on
behalf of any of them is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the basis that it
is not and will not be a client of the Joint Brokers (as applicable) and the
Joint Brokers (as applicable) have no duties or responsibilities to it for
providing the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
26. it has the funds available to pay for the Placing Shares
for which it has agreed to subscribe and acknowledges and agrees that it will
make payment to the Joint Brokers (as applicable) for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
the Joint Brokers (as applicable) may, in its absolute discretion determine
without liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
27. no action has been or will be taken by any of the
Company, the Joint Brokers or any person acting on their behalf that would, or
is intended to, permit a public offer of the Placing Shares in the United
States or in any country or jurisdiction where any such action for that
purpose is required;
28. the person who it specifies for registration as holder
of the Placing Shares will be: (i) the Placee; or (ii) a nominee of the
Placee, as the case may be. Neither of the Joint Brokers nor the Company will
be responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing and agrees to pay the Company and the Joint Brokers
(as applicable) in respect of the same (including any interest or penalties)
on the basis that the Placing Shares will be allotted to a CREST stock account
of the Joint Brokers (as applicable) or transferred to a CREST stock account
of the Joint Brokers (as applicable) who will hold them as nominee on behalf
of the Placee until settlement in accordance with its standing settlement
instructions with it;
29. it is acting as principal only in respect of the Placing
or, if it is acting for any other person, (a) it is duly authorised to do so
and has full power to make the acknowledgments, representations and agreements
herein on behalf of each such person and (b) it is and will remain liable to
the Company and the Joint Brokers (as applicable) for the performance of all
its obligations as a Placee in respect of the Placing (regardless of the fact
that it is acting for another person);
30. the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a stamp duty or stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
31. it will not make an offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom or any Member State except to
Qualified Investors except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the FSMA or an offer to
the public in any other Member State within the meaning of the EEA Prospectus
Regulation;
32. if in a Member State, it is a qualified investor within
the meaning of the EEA Prospectus Regulation and the marketing to it and
subscription or acquisition by it of Placing Shares is lawful in such Member
State;
33. if in the United Kingdom, it is a qualified investor
within the meaning of the Prospectus Regulation and a person (i) having
professional experience in matters relating to investments and who falls
within the definition of 'investment professionals' in Article 19(5) of the
Order; or (ii) who is a high net worth entity falling within Article 49(2)(a)
to (d) of the Order; or (iii) to whom this document may otherwise lawfully be
communicate. For such purposes, itundertakes that it will acquire, hold,
manage and (if applicable) dispose of any Placing Shares that are allocated to
it for the purposes of its business only;
34. it has only communicated or caused to be communicated
and it will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) relating to Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person;
35. it has complied and it will comply with all applicable
laws with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all relevant provisions of the FSMA in respect of
anything done in, from or otherwise involving the United Kingdom);
36. if it is a financial intermediary, as that term is used
in the Prospectus Regulation (including any relevant implementing measure in
any member state), the Placing Shares acquired by it in the Placing will not
be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors, or in circumstances in which the
express prior written consent of the Joint Brokers (as applicable) have been
given to the offer or resale;
37. it has neither received nor relied on any confidential
price sensitive information about the Company in accepting this invitation to
participate in the Placing;
38. neither of the Joint Brokers nor any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or for any
information previously published by or on behalf of the Company or any other
written or oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating to the
Company, and will not be liable for its decision to participate in the Placing
based on any information, representation, warranty or statement contained in
this Announcement or elsewhere, provided that nothing in this paragraph shall
exclude any liability of any person for fraud;
39. neither of the Joint Brokers, the Company, nor any of
their respective affiliates, agents, directors, officers or employees or any
person acting on behalf of the Joint Brokers, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor providing
advice in relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance of the
Joint Brokers' rights and obligations thereunder including any rights to waive
or vary any conditions or exercise any termination right;
40. acknowledges and accepts that the Joint Brokers (as
applicable) may, in accordance with applicable legal and regulatory
provisions, engage in transactions in relation to the Placing Shares and/or
related instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by applicable law
or regulation, the Joint Brokers will not make any public disclosure in
relation to such transactions;
41. the Joint Brokers and each of their 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 the Joint Brokers and/or
any of their respective affiliates, acting as an investor for its or their own
account(s). Neither of the Joint Brokers 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;
42. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002,
the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (together, the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations;
43. it is aware of the obligations regarding insider dealing
in the Criminal Justice Act 1993, FSMA, UK MAR and the Proceeds of Crime Act
2002 and confirms that it has and will continue to comply with those
obligations;
44. in order to ensure compliance with the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017, the Joint Brokers (each for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the Joint
Brokers' (as applicable) or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at the Joint Brokers' absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at the Joint Brokers' or the Company's registrars', as the case may
be, absolute discretion. If within a reasonable time after a request for
verification of identity the Joint Brokers' (each for itself and as agent on
behalf of the Company) or the Company's registrars have not received evidence
satisfactory to them, the Joint Brokers (as applicable) and/or the Company
may, at its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the drawee's bank
from which they were originally debited;
45. acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or the Joint Brokers' conduct of the Placing;
46. it has knowledge and experience in financial, business
and international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It has relied
upon its own examination and due diligence of the Company and its affiliates
taken as a whole, and the terms of the Placing, including the merits and risks
involved;
47. it irrevocably appoints any duly authorised officer of
the Joint Brokers (as applicable) as its agent for the purpose of executing
and delivering to the Company and/or its registrars any documents on its
behalf necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon the terms of
this Announcement;
48. the Company, each of the Joint Brokers and others
(including each of their respective affiliates, agents, directors, officers or
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which are given
to the Joint Brokers, on their own behalf and on behalf of the Company and are
irrevocable;
49. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and authority to
make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
50. the Joint Brokers will invoke the CASS Delivery Versus
Payment exemption ((under CASS 6.1.12R and CASS 7.11.14R within the FCA
Handbook Client Assets Sourcebook) with regard to settlement of funds, in
connection with the Placing;
51. neither it nor, as the case may be, its clients expect
the Joint Brokers to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book, and that the Joint
Brokers are not acting for it or its clients, and that the Joint Brokers will
not be responsible for providing the protections afforded to customers of the
Joint Brokers or for providing advice in respect of the transactions described
herein;
52. that it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
53. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its Ordinary
Shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;
54. it represents and warrants that, to the extent it has
received any inside information (for the purposes of UK MAR) and section 56 of
the Criminal Justice Act 1993) in relation to the Company or any related
company subject to UK MAR and the securities of the Company or any such
related company, it has not:
(a) dealt (or attempted to deal) in the securities of the Company or any
related company; or
(b) encouraged, recommended or induced another person to deal in the
securities of such company; or
(c) unlawfully disclosed inside information in respect of the Company or
any related company to any person, prior to the information being made
publicly available;
55. it undertakes to the Joint Brokers (as applicable) at
the time of making its commitment to subscribe for Placing Shares that it will
confirm in writing to the Joint Brokers (as applicable) in the form of
confirmation sent by the Joint Brokers (as applicable) to Placees the number
of Placing Shares and it intends to subscribe for and in respect of which VCT
Relief or EIS Relief will be sought (or which will otherwise comprise Relevant
Funding) and those Placing Shares in respect of which such relief will not be
sought (or which will otherwise not comprise Relevant Funding);
56. that, as far as it is aware it is not acting in concert
(within the meaning given in the City Code) with any other person in relation
to the Company;
57. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or the Joint Brokers to
provide any legal, tax or other advice to it;
58. it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its own account
as principal or for a discretionary account or accounts (as to which it has
the authority to make the statements set out herein) for investment purposes
only;
59. it is acquiring the Placing Shares for its own account
or is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this document;
60. time is of the essence as regards its obligations under
this Appendix 1 to the Announcement;
61. any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Joint Brokers (as applicable);
62. the Placing Shares will be issued subject to the terms
and conditions of this Appendix 1 to the Announcement;
63. these terms and conditions in this Appendix 1 to the
Announcement and all documents into which this Appendix 1 to the Announcement
is incorporated by reference or otherwise validly forms a part and/or any
agreements entered into pursuant to these terms and conditions and all
agreements to acquire shares pursuant to the Placing will be governed by and
construed in accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim, dispute or matter
arising out of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company or the Joint
Brokers (as applicable) in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
64. that, if they are an existing Shareholder, they will not
be eligible for EIS Relief in respect of any Placing Shares applied for by
them; and
65. the Company and the Joint Brokers will rely upon the
truth and accuracy of the foregoing representations, acknowledgements and
agreements.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Joint Brokers
(as applicable) and each of their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix 1 to the Announcement
or incurred by the Joint Brokers, the Company or each of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix 1 to the Announcement
shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company for the Placing Shares in question. Such agreement assumes that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a clearance
service. If there are any such arrangements, or the settlement related to any
other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may
be payable. In that event, the Placee agrees that it shall be responsible for
such stamp duty or stamp duty reserve tax and neither the Company nor the
Joint Brokers shall be responsible for such stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice and they
should notify the Joint Brokers (as applicable) accordingly. In addition,
Placees should note that they will be 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 United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares and each Placee, or the Placee's nominee, in respect of
whom (or in respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay such taxes
and duties, including any interest and penalties (if applicable), forthwith
and to indemnify on an after-tax basis and to hold harmless the Company and
the Joint Brokers (as applicable) in the event that either the Company
and/or the Joint Brokers (as applicable) have incurred any such liability to
such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix 1 to the Announcement are given to the Joint Brokers,
individually and on behalf of the Company, and are irrevocable.
Each Placee and any person acting on behalf of the Placee acknowledges that
the Joint Brokers do not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Joint Brokers may (at their absolute discretion) satisfy their
obligations to procure Placees by themselves agreeing to become Placees in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or person acting on behalf of the Placee is dealing with either
of the Joint Brokers, any money held in an account with either of the Joint
Brokers on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA. The Placee acknowledges that the money
will not be subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the applicable Joint
Brokers' money in accordance with its client money rules and will be used by
the applicable Joint Broker in the course of its own business and the Placee
will rank only as a general creditor of such Joint Broker.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The rights and remedies of the Joint Brokers and the Company under the
Announcement and the Terms and Conditions contained in this Appendix 1 to the
Announcement are in addition to any rights and remedies which would otherwise
be available to each of them and the exercise or partial exercise of one will
not prevent the exercise of others.
If a Placee is a discretionary fund manager, he may be asked to disclose, in
writing or orally to the Joint Brokers (as applicable) the jurisdiction in
which the funds are managed or owned.
All times and dates in this Announcement (including this Appendix 1 to the
Announcement) may be subject to amendment. The Joint Brokers (as applicable)
shall notify the Placees and any person acting on behalf of the Placees of any
changes.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Admission means admission of the New Ordinary Shares to trading on AIM becoming
effective in accordance with the AIM Rules
AIM means the AIM market operated by the London Stock Exchange
AIM Rules means the rules published by the London Stock Exchange entitled AIM Rules for
Companies in force from time to time
Announcement means this announcement (including its Appendices)
Bookbuild means the bookbuilding process to be commenced by the Joint Brokers to use
reasonable endeavours to procure Placees for the Placing Shares, as described
in this Announcement and subject to the terms and conditions set out in this
Announcement and the Placing Agreement
Cenkos means Cenkos Securities plc, the Company's nominated adviser and joint broker
City Code means The City Code on Takeovers and Mergers
Company or Directa Plus means Directa Plus plc, a company registered in England and Wales with company
number 04679109
CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form
Directors or Board means the directors of the Company as at the date of this Announcement, or any
duly authorised committee thereof
EEA Prospectus Regulation the Regulation (EU) 2017/1129
EIS means the Enterprise Investment Scheme as detailed in Part V of the Income Tax
Act 2007
EIS Relief means relief from UK tax under Part 5 of the Income Tax Act 2007 and any
provisions of UK or European law referred to therein
EIS/VCT Placing means the conditional placing of the EIS/VCT Placing Shares at the Issue Price
by the Joint Brokers
EIS/VCT Placing Shares means the new Ordinary Shares to be issued by the Company pursuant to the
EIS/VCT Placing, in the number to be agreed between the Joint Brokers and the
Company following completion of the Bookbuild
the Ordinary Shares in issue immediately following Admission of the New
Ordinary Shares
Enlarged Share Capital
Euroclear means Euroclear UK & Ireland Limited, a company incorporated under the
laws of England and Wales
EUWA means the European Union (Withdrawal) Act 2018
Existing Ordinary Shares means the 61,365,459 Ordinary Shares currently in issue at the date of this
Announcement
FCA or Financial Conduct Authority means the Financial Conduct Authority
FSMA means the Financial Services and Markets Act 2000, as amended
Fundraising means the Placing and the Subscription
General Meeting means the general meeting of the Company to approve the Resolutions, and any
adjournment thereof
Group means the Company, its subsidiaries and its subsidiary undertakings
Issue Price means 150p, being the price per Ordinary Share at which the New Ordinary
Shares are to be issued
Joint Brokers means Cenkos and Singer Capital Markets
London Stock Exchange means London Stock Exchange plc
material adverse change has the meaning given to such term in the Placing Agreement
New Ordinary Shares means the Placing Shares and the Subscription Shares, as appropriate
Non-EIS/VCT Placing means the conditional placing of the Non-EIS/VCT Placing Shares at the Issue
Price by the Joint Brokers
Non-EIS/VCT Placing Shares means the new Ordinary Shares to be issued by the Company pursuant to the
Non-EIS/VCT Placing, in the number to be agreed between the Joint Brokers and
the Company following completion of the Bookbuild
Ordinary Shares means ordinary shares of 0.25 pence each in the capital of the Company
Placee means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares has been given
Placing means the conditional placing of the Placing Shares at the Issue Price by the
Joint Brokers, details of which are set out in this Announcement
Placing Agreement the agreement dated 9 December 2021 and made between the Company and the Joint
Brokers in relation to the Placing
Placing Shares means the new Ordinary Shares to be issued by the Company pursuant to the
Placing
Placing Terms has the meaning given to it in Appendix 1 to this Announcement
Prospectus Regulation means the UK version of Regulation (EU) 2017/1129 as it forms part of UK law
by virtue of the EUWA
Regulation D means Regulation D promulgated under the Securities Act
Regulation S means Regulation S promulgated under the Securities Act
Regulatory Information Service means a regulatory information service that is approved by the FCA as meeting
primary information provider criteria and that is on the list of regulatory
information services maintained by the FCA
Relevant Funding means any funding received pursuant to an investment, loan or grant from any
investor who:
(A) is a venture capital trust (as defined in Part 6 of
the Income Tax Act 2007); or
(B) has claimed, or is intending to claim, tax relief on
that investment under the Seed Enterprise Investment Scheme (under Part 5A of
the Income Tax Act 2007) or the Enterprise Investment Scheme (under Part 5 of
the Income Tax Act 2007)
Relevant Person has the meaning given to it in Appendix 1 to this Announcement
Resolutions means the resolutions to approve the Fundraising to be proposed at the General
Meeting
Securities Act means the U.S. Securities Act of 1933, as amended
Setcar means Setcar SA, the Company's 51%-owned subsidiary
Shareholders means holders of the Ordinary Shares
Singer Capital Markets means Singer Capital Markets Securities Limited, the Company's joint broker
Subscription means the conditional subscription for Subscription Shares by certain existing
Shareholders and Directors at the Issue Price
Subscription Shares means the new Ordinary Shares to be issued by the Company pursuant to the
Subscription
subsidiary or subsidiary undertaking each have the meaning given to that term in the Companies Act 2006
UK MAR means the UK version of Regulation (EU) No.596/2014 as it forms part of UK law
by virtue of the EUWA
uncertificated or in uncertificated form means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland
United States or US means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof
US Investor Letter means the letter in the form provided by the Joint Brokers
VCT means venture capital trust
VCT Relief means relief from UK tax under Part 6 of the Income Tax Act 2007 and any
provisions of UK or European law referred to therein
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the UK. All references to "US$", "$" or "dollars" are
to the lawful currency of the United States of America.
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