REG - Directa Plus PLC - Result of Placing and Subscription
10/12/2021 12:10
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RNS Number : 3089V Directa Plus PLC 10 December 2021
THIS ANNOUNCEMENT (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 DOMESTIC UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR"). THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
CAPITALISED TERMS NOT OTHERWISE DEFINED IN THE TEXT OF THIS ANNOUNCEMENT HAVE
THE MEANINGS GIVEN IN THE COMPANY'S ANNOUNCEMENT REGARDING THE PROPOSED
FUNDRAISING RELEASED AT 12.30 P.M. ON 9 DECEMBER 2021.
10 December 2021
Directa Plus plc
Result of Placing and Subscription
Directa Plus (AIM: DCTA) (the "Company"), a leading producer and supplier of
graphene nanoplatelets based products for use in consumer and industrial
markets, is pleased to confirm that, further to the Company's announcement
released yesterday, the Bookbuild has closed and the Company has,
conditionally, raised gross proceeds of £7 million through the successful
placing of, and subscription for, a total of 4,666,667 New Ordinary Shares at
the Issue Price of 150 pence each.
The New Ordinary Shares will represent in aggregate 7.1 per cent. of the
Company's Enlarged Issued Share Capital following Admission.
Cenkos Securities plc and Singer Capital Markets Securities Limited acted as
joint brokers in connection with the Bookbuild.
The Placing and the issue of the New Ordinary Shares are conditional upon,
amongst other things:
· 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).
Director Participation
Richard Hickinbotham, a Director of the Company, participated in the Placing.
The number of Placing Shares conditionally subscribed for him pursuant to the
Placing, and his resulting shareholdings on Admission, are set out below:
Director Number of Existing Ordinary Shares Number of Placing Shares Number of Ordinary Shares on Admission (1) Percentage of Enlarged Issued Share Capital on Admission (1)
Richard Hickinbotham, NED 84,000 16,000 100,000 0.15%
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.
Following the launch of the Bookbuild, the following Directors of the Company
(the "Participating Directors") entered into Subscription Agreements to
conditionally subscribe for a total of 61,999 new Ordinary Shares as part of
the Subscription. The number of Subscription Shares conditionally subscribed
for by each Participating Director pursuant to the Subscription, and their
resulting shareholdings on Admission, are set out below:
Director Number of Existing Ordinary Shares Number of Subscription Shares Number of Ordinary Shares on Admission (1) Percentage of Enlarged Issued Share Capital on Admission (1)
Sir Peter Middleton, Chairman 38,000 13,333 51,333 0.08%
Giulio Cesareo, CEO (2) 3,918,228 40,000 3,958,228 5.99%
Neil Warner, NED 26,730 2,000 28,730 0.04%
David Gann, NED 115,027 6,666 121,693 0.18%
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. Dr Giulio Cesareo's shareholding in the Company is held by
Galbiga Immobiliare S.r.l.. He and his family are the sole beneficiaries of
the Ordinary Shares held by Galbiga Immobiliare S.r.l.
The notifications below, made in accordance with the requirements of the UK
Market Abuse Regulation, provide further detail.
General Meeting and posting of Circular
The General Meeting to approve the Resolutions is expected to be held at the
registered office of the Company at ComoNExT - Science and Technology Park,
Via Cavour 2, 22074 Lomazzo (Co), Italy at 9.30 a.m. (local time) on 29
December 2021 for the purpose of passing the Resolutions.
The Circular, containing the Notice of the General Meeting, which sets out the
Resolutions and further details on the Fundraising, is expected to be
despatched to Shareholders of the Group on or about 10 December 2021 and will
be available on the Company's website at www.directa-plus.com. The Circular
will include a unanimous Board recommendation that all shareholders vote in
favour of the Resolutions.
Admission, settlement and dealings
It is intended that the Company will issue the EIS/VCT Placing Shares to the
persons nominated by the Company in accordance with the Placing Agreement no
later than 3.00 p.m. on 29 December 2021, being one Business Day prior to
Admission. The issue of the EIS/VCT Placing Shares will not be conditional on
Admission. It is intended that the Company will issue the Non-EIS/VCT Placing
Shares to the persons nominated by the Company in accordance with the Placing
Agreement no later than 8:00 a.m. on 30 December 2021. The issue of the
Non-EIS/VCT Placing Shares will be conditional on Admission. Investors should
be aware of the possibility that only the EIS/VCT Placing Share might be
issued and that none of the Non-EIS/VCT Placing Shares are issued.
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is currently expected that
Admission will become effective, and that dealings in the New Ordinary Shares
will commence on AIM, at 8.00 a.m. on 30 December 2021. The Enlarged Issued
Share Capital, as increased by the New Ordinary Shares, immediately following
Admission (and excluding any issues of shares pursuant to the exercise of any
employee share incentives or options between the date of this Announcement and
Admission) will be 66,032,126 Ordinary Shares.
The New Ordinary Shares, when issued, will be credited as fully paid and will
rank on Admission pari passu in all respects with each other and with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of issue.
Key Dates
The expected timetable set out in the Company's announcement regarding the
proposed Fundraising released yesterday remains unchanged and is, for
reference, set out again below.
The times and dates set out below, and mentioned throughout this Announcement,
are subject to change, and may be adjusted by the Company in consultation with
the Joint Bookrunners. The timetable below also assumes that the Resolutions
are all passed at the General Meeting without adjournment. In the event of any
significant changes from the expected timetable below, details of the new
times and dates will be notified to Shareholders by an announcement on a
Regulatory Information Service.
Posting of the Circular and the Notice of General Meeting 10 December 2021
Latest time and date for receipt of Forms of Proxy 8.30 a.m. on 24 December 2021
Voting record date 5.00 p.m. on 24 December 2021
General Meeting 9.30 a.m. (local time) on 29 December 2021
CREST members' accounts credited in respect of the EIS/VCT Placing Shares in by 3.00 p.m. on 29 December 2021
uncertificated form
CREST members' accounts credited in respect of the Non EIS/VCT Placing Shares as soon as possible after 8.00 a.m. on 30 December 2021
in uncertificated form
Admission effective and dealings in Placing Shares and Subscription Shares 8.00 a.m. on 30 December 2021
expected to commence on AIM
Notes:
1. Each of the times and dates in the above timetable, and shown
elsewhere in this document, are indicative only and if any of the details
contained in the timetable above should change, the revised times and dates
will be notified to Shareholders by means of an announcement through a
Regulatory Information Service.
2. All of the above times refer to London time unless otherwise
stated.
3. All events listed in the above timetable following the
General Meeting are conditional on the passing of the Resolutions at the
General Meeting.
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.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Giorgio Bonfanti, Chief Financial Officer of the
Company.
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.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Sir Peter Middleton
2 Reason for notification
a) Position/Status Chairman
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Directa Plus Plc
b) LEI 213800X2DQST3K5ND898
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument 13,333 ordinary shares of 0.25 pence each
Identification code
AIM: DCTA
b) Nature of the transaction Conditional agreement to subscribe for ordinary shares of 0.25 pence each
c) Price(s) and volume(s) Price(s) Volume(s)
150p 13,333
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 9 December 2021
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
9 December 2021
f)
Place of the transaction
London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Giulio Cesareo
2 Reason for notification
a) Position/Status CEO
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Directa Plus Plc
b) LEI 213800X2DQST3K5ND898
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument 40,000 ordinary shares of 0.25 pence each
Identification code
AIM: DCTA
b) Nature of the transaction Conditional agreement to subscribe for ordinary shares of 0.25 pence each
c) Price(s) and volume(s) Price(s) Volume(s)
150p 40,000
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 9 December 2021
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
9 December 2021
f)
Place of the transaction
London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name David Gann
2 Reason for notification
a) Position/Status Non-Executive Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Directa Plus Plc
b) LEI 213800X2DQST3K5ND898
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument 6,666 ordinary shares of 0.25 pence each
Identification code
AIM: DCTA
b) Nature of the transaction Conditional agreement to subscribe for ordinary shares of 0.25 pence each
c) Price(s) and volume(s) Price(s) Volume(s)
150p 6,666
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 9 December 2021
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
9 December 2021
f)
Place of the transaction
London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Neil Warner
2 Reason for notification
a) Position/Status Non-Executive Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Directa Plus Plc
b) LEI 213800X2DQST3K5ND898
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument 2,000 ordinary shares of 0.25 pence each
Identification code
AIM: DCTA
b) Nature of the transaction Conditional agreement to subscribe for ordinary shares of 0.25 pence each
c) Price(s) and volume(s) Price(s) Volume(s)
150p 2,000
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 9 December 2021
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
9 December 2021
f)
Place of the transaction
London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Richard Hickinbotham
2 Reason for notification
a) Position/Status Non-Executive Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Directa Plus Plc
b) LEI 213800X2DQST3K5ND898
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument 16,000 ordinary shares of 0.25 pence each
Identification code
AIM: DCTA
b) Nature of the transaction Conditional agreement to subscribe for ordinary shares of 0.25 pence each
c) Price(s) and volume(s) Price(s) Volume(s)
150p 16,000
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 9 December 2021
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
N/A
e)
Date of the transaction
9 December 2021
f)
Place of the transaction
London Stock Exchange, AIM
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE
"ANNOUNCEMENT") IS RESTRICTED AND IS 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, NEW ZEALAND, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS").
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS
ANNOUNCEMENT, REFERRED TO AS "EEA QUALIFIED INVESTORS") AS DEFINED IN ARTICLE
2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT
REFERRED TO AS "UK QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ALSO
(I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS
TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
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 OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE 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. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES
AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT OR
ANY PART OF IT IN OR INTO THE UNITED STATES.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY
THE COMPANY, CENKOS AND SINGER CAPITAL MARKETS TO INFORM THEMSELVES ABOUT AND
TO OBSERVE ANY SUCH RESTRICTIONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN DIRECTA PLUS PLC.
The distribution of this Announcement and/or the Placing and/or issue of, or
subscription for, the Placing Shares, in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Cenkos, Singer
Capital Markets or any of their respective Affiliates that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company, Cenkos and
Singer Capital Markets to inform themselves about and to observe any such
restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of an offer to sell or issue or a solicitation of
an offer or invitation to buy or subscribe for or otherwise acquire any
securities in any jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or solicitation is
or may be unlawful. No public offering of Placing Shares is being made in any
such jurisdiction. No copy or part of this Announcement and the information
contained in it may be released, published or distributed, directly or
indirectly, to persons in a Restricted Jurisdiction or any other jurisdiction
in which such release, publication or distribution would be unlawful unless
permitted pursuant to an exemption under the relevant local law or regulation
in any such jurisdiction.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. 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. Persons into whose possession this Announcement comes are required by
the Company, Cenkos and Singer Capital Markets to inform themselves about, and
observe, any such restrictions.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Forward-looking statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
Undue reliance should not be placed on any forward-looking statements made in
this Announcement by or on behalf of the Company, which speak only as of the
date they are made. Except as required by applicable law or regulation, the
Company expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward looking statements contained in this
Announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.
Singer Capital Markets, which is authorised and regulated by the FCA in the
United Kingdom, is acting as joint broker exclusively to the Company and to
no-one else in connection with the Bookbuilding Process, Placing and Admission
and will not be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients, nor for
providing advice in relation to the Bookbuilding Process, the Placing or
Admission or any other matters referred to in this Announcement.
Cenkos, which is authorised and regulated by the FCA in the United Kingdom, is
acting as nominated adviser to the Company in connection with the Placing and
Admission and to no-one else and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients, nor for
providing advice in relation to the Placing or Admission or any other matter
referred to in this Announcement. Cenkos's responsibilities as the Company's
nominated adviser under the AIM Rules for nominated advisers are owed solely
to London Stock Exchange and are not owed to the Company or to any Director of
the Company or to any other person.
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 Cenkos or Singer Capital Markets or by any of their respective
Affiliates or agents 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 therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
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, and persons
needing advice should consult an independent financial adviser.
The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
The contents of this Announcement have not been reviewed by any regulatory
authority in the United Kingdom or elsewhere. Recipients of this Announcement
should exercise caution in relation to the Placing if they are in any doubt as
to the contents of this Announcement and seek independent professional advice.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
UK product governance
Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of
UK Manufacturers under the product governance requirements contained within
Chapter 3 of the FCA Handbook Production Intervention and Product Governance
Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that such securities are:
(i) compatible with an end target market of investors who meet the criteria of
retail investors, investors who meet the criteria of professional clients and
eligible counterparties, each as defined in the UK Product Governance
Requirements; and (ii) eligible for distribution through all distribution
channels as are permitted by UK Product Governance Requirements (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The UK 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 UK Target Market Assessment, Cenkos and Singer
Capital Markets will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in the
MiFID II Product Governance Requirements; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the "EEA
Target Market Assessment"). Notwithstanding the EEA Target Market Assessment,
distributors 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 EEA 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 EEA Target Market Assessment, Cenkos and
Singer Capital Markets will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EEA Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares determining appropriate
distribution channel.
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