REG - DP Poland PLC - Proposed Fundraise
27/03/2024 16:45
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RNS Number : 5730I DP Poland PLC 27 March 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
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UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DP
POLAND 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 DP POLAND PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) AS RETAINED AS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
DP Poland plc
("DP Poland", the "Company" or the "Group")
Proposed Fundraising via a Subscription, Placing & Retail Offer
Loan Amendment & Related Party Transaction
DP Poland Plc, the operator of pizza stores and restaurants across Poland and
Croatia, is pleased to announce its intention to raise gross proceeds of up to
£20.5 million to accelerate its growth strategy.
The Fundraising will consist of:
· a direct subscription (the "Subscription") with the Company raising
gross proceeds of approximately £11.0 million, through a subscription for
110,887,096 new Ordinary Shares (the "Subscription Shares") from Domino's
Pizza Group plc (the "Subscriber");
· a proposed placing (the "Placing") of 85,685,483 new Ordinary Shares
(the "Placing Shares") at the Placing Price with new and existing shareholders
raising in aggregate gross proceeds of up to approximately £8.5 million; and
· a separate retail offer to existing shareholders (the "Retail Offer
Shares") at the Placing Price via the BookBuild Platform (the "Retail Offer"
and, together with the Subscription and Placing, the "Fundraising") to raise
further gross proceeds of up to £1.0 million, in order to provide the
Company's eligible retail investors in the United Kingdom with an opportunity
to participate in the Company's fundraising plans. A separate announcement
will be made regarding the Retail Offer and its terms. The Placing is not
conditional upon the Retail Offer. For the avoidance of doubt, the Retail
Offer is not part of the Placing.
The Fundraising will be conducted at a price of 9.92 pence per share (the
"Placing Price"), which represents a discount of approximately 23.1 per cent.
to the closing price on 26 March 2024 (being the last practicable date prior
to this announcement (the "Announcement")).
The Placing is being conducted through an accelerated bookbuilding process
(the "Bookbuild") to be undertaken by Singer Capital Markets Securities
Limited ("Singer Capital Markets") which will be launched immediately
following this Announcement. The Placing is subject to the terms and
conditions set out in Appendix I of this Announcement.
The Placing Shares, assuming full take-up, will represent approximately 12.0
per cent. of the existing issued share capital of the Company (the "Existing
Ordinary Shares").
The Subscription, Placing and Retail Offer are conditional, inter alia, upon
the approval by shareholders of certain resolutions required to facilitate the
Fundraising at a general meeting of the Company, which is expected to be
convened for 12.00 p.m. on 18 April 2024 at the offices of PwC, 1 Embankment
Place, London, WC2N 6RH.
Highlights
· The Company intends to raise up to £20.5 million before expenses
through the Subscription, proposed Placing and Retail Offer at the Placing
Price.
· The net proceeds of the Fundraising receivable by the Company will be
used to accelerate its growth strategy through the roll out of stores in
Poland and Croatia, upgrade of stores in Poland, shift to a franchise model
and through possible targeted acquisitions to reach 200 stores within three
years, an important milestone on the way to approximately 500 stores by 2030
in Poland. £4.0 million will be used to repay, in part, the loan notes from
Malaccan Holdings Ltd.
· In 2024, after a strong start to the year (with System Sales for
January and February 2024 up 19.0 per cent. year-on-year driven by order count
growth of 15.1 per cent. year-on-year), volume led growth is expected to
continue.
· In addition to the Subscription, we understand from Malaccan Holdings
Ltd (the Company's largest shareholder) that the Subscriber entered into an
option agreement with Malaccan Holdings Ltd. The option agreement gives the
Subscriber the right to acquire Ordinary Shares at a future time from Malaccan
Holdings Ltd up to maximum total position of 29.99 per cent. of the issued
ordinary shares in the capital of the Company when combined with any persons
with whom the Subscriber is deemed to be Acting in Concert for the purposes of
the Takeover Code.
Further Details of the Fundraising
· The Company intends to use the BookBuild Platform to conduct a Retail
Offer to raise further gross proceeds of up to £1.0 million, on the terms to
be set out in a separate announcement to be made following the announcement of
the result of the Bookbuild.
· The Placing Price is equal to a 5 per cent. discount to the volume
weighted average price during the period from 9 November 2023 to 13 March 2024
and represents a discount of approximately 23.1 per cent. to the closing price
on 26 March 2024 (being the last practicable date prior to this Announcement).
· The Subscription Shares, Placing Shares and Retail Offer Shares will,
if fully subscribed for, represent up to approximately 29.0 per cent. of the
Company's existing issued Ordinary Shares.
· The final number of Placing Shares to be placed will be determined by
Singer Capital Markets in consultation with the Company, at the close of the
Bookbuild, and the result of the Placing will be announced as soon as
practicable thereafter. The timing for the close of the Bookbuild, and the
allocation of the Placing Shares thereunder, will be determined by Singer
Capital Markets in consultation with the Company. The book will open with
immediate effect following the release of this Announcement.
· The Company announces that it has agreed an extension (conditional
upon a successful Fundraising) to the maturity date of its loan facilities
provided by Malaccan Holdings Ltd (the "Loan Notes") by six months to 30 June
2025 ("Loan Note Extension"). During the extension period of 1 January 2025 to
30 June 2025 the Loan Notes will carry an interest rate of EURIBOR plus 2.5%,
compared to EURIBOR plus 1.0% for 2024. All of the other terms of the €7.5
million Loan Notes which are unsecured with interest payable, remain
unchanged.
Nils Gornall, CEO of DP Poland, said:
"We are delighted that Domino's Pizza Group, one of the leading Domino's
operators globally, is investing in the business to help accelerate our growth
strategy and realise our ambitions to become the leading pizza brand in Poland
and Croatia. We look forward to working with Andrew, Stoffel and the DPG team
to leverage their world-class experience and expertise to drive our short and
long term growth plans.
Strong sales momentum from 2023 has carried on into 2024 with LFL system sales
and LFL order count since the start of the year to the end of February
increasing 19.0% and 15.1% respectively. We continue to drive a high volume
mentality, store profitability and store openings. The additional funds will
enable us to accelerate our growth strategy whilst the business begins its
transition to a franchised business."
Appendix I to this Announcement sets out further information relating to the
Bookbuild and the terms and conditions of the Placing. This Announcement
(including Appendix I) should be read in its entirety. By choosing to
participate in the Placing and by making an oral and legally binding offer to
subscribe for Placing Shares, investors will be deemed to have read and
understood this Announcement (including Appendix I) in its entirety and to be
making such offer on the terms and subject to the conditions in this
Announcement, and to be providing the representations, warranties and
acknowledgements contained in Appendix I.
Capitalised terms used in the Announcement have the meanings given to them in
Appendix II of this Announcement, unless the context provides otherwise.
EXPECTED TIMETABLE
Publication of the Circular and notice of General Meeting 2 April 2024
Announcement of the results of the Retail Offer 15 April 2024
Last date and time for receipt of Forms of Proxy for the General Meeting 12.00 p.m. on 16 April 2024
General Meeting 12.00 p.m. on 18 April 2024
Admission of the New Ordinary Shares to trading on AIM 8.00 a.m. on 19 April 2024
CREST accounts to be credited for New Ordinary Shares to be held in 19 April 2024
uncertificated form
Dispatch of definitive share certificates for New Ordinary Shares to be held within 10 working days of Admission
in certificated form
The Company and Singer Capital Markets reserves the right to alter the dates
and times referred to above. If any of the dates and times referred to above
are altered by the Company, the revised dates and times will be announced
through a Regulatory Information Service without delay.
All references to time in this Announcement are to London time, unless
otherwise stated.
All events listed in the above timetable following the General Meeting are
conditional on the passing of the Resolutions at the General Meeting.
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 Nils Gornall, CEO of the Company.
Enquiries:
DP Poland plc
Nils Gornall, CEO
Tel: +44 (0) 20 3393 6954
Email: ir@dppoland.com
Singer Capital Markets (Nominated Adviser and Broker)
Shaun Dobson / Jen Boorer / Oliver Platts
Tel: +44 (0) 20 7496 3000
Notes for editors
About DP Poland plc
DP Poland has the exclusive right to develop, operate and sub-franchise
Domino's Pizza stores in Poland and Croatia. The group operates 116 stores and
restaurants throughout cities and towns in Poland and Croatia.
FURTHER INFORMATION
DP Poland today announces its plans to accelerate its growth strategy through
the roll out of stores, shift to a franchise model and through possible
targeted acquisitions to reach 200 stores within three years.
In order to finance these growth initiatives, DP Poland announces its
intention to raise £8.5 million (before expenses) by way of a Placing of
85,685,483 new Ordinary Shares at the Placing Price of 9.92 pence each. The
Company has also conditionally raised gross proceeds of £11.0 million (before
expenses) through a direct subscription with Domino's Pizza Group plc for
110,887,096 new Ordinary Shares at the Placing Price of 9.92 pence each. The
Board believes the addition of a successful strategic partner and its
experience, expertise and best practices will be additive to the Group going
forward.
£7.0-8.0 million is proposed to be used to open or relocate 45-50 stores in
Poland and Croatia, and £2.5 million is proposed to be used to upgrade
c.25-30 stores in Poland to support the Company's organic growth strategy. To
support the Company's expansion plan, up to £1.0 million is proposed to be
designated for cost optimization projects and further digital transformation.
£4.0 million is proposed to be used to repay, in part, the Loan Notes from
Malaccan Holdings Ltd, and the balance of the proceeds of the Fundraising,
being up to £6.0 million, are proposed to be used for potential acquisition
opportunities, and general corporate and transaction expenses. Further details
regarding the use of proceeds are set out in the section headed 'Use of
Proceeds' below.
In addition to the Subscription, we understand from Malaccan Holdings Ltd (the
Company's largest shareholder) that the Subscriber entered into an option
agreement with Malaccan Holdings Ltd. The option agreement gives the
Subscriber the right to acquire Ordinary Shares at a future time from Malaccan
Holdings Ltd up to maximum total position of 29.9% of the issued ordinary
shares in the capital of the Company when combined with any persons with whom
the Subscriber is deemed to be Acting in Concert for the purposes of the
Takeover Code.
Overview of DP Poland
DP Poland has the exclusive right to develop, operate and sub-franchise
Domino's Pizza stores in Poland and Croatia. The first Domino's Pizza store
was opened in Warsaw in February 2011. Following the acquisitions of Dominium
S.A. (a Polish pizza restaurant group) in January 2021 and All About Pizza
d.o.o. (which traded as Domino's Croatia) in July 2022, the Group currently
operates 111 Domino's Pizza stores and restaurants across Poland and 5 in
Croatia.
The Board believes Poland is a significant market for Domino's pizza stores
and restaurants given its strong economic fundamentals and the fragmentation
of, and consolidation opportunities within, the quick service restaurant
space. DP Poland is a strong player in the largest Polish cities, with
restaurants and stores in desirable locations, a focus on delivery (66% of
sales in FY 2023) and a strong online presence (89% of orders placed online).
The Company's objective is to establish Domino's Pizza as the leading pizza
brand in Poland and Croatia. The Board has significant Domino's experience and
the new leadership team is headed by Nils Gornall (Chief Executive Officer
since August 2022), a veteran of Domino's with 28 years operational experience
including as a franchisee, and David Wild (Chair since January 2023),
previously CEO of Domino's Pizza Group plc. Derk Stoffel Thijs ("Stoffel
Thijs"), currently CEO of Domino's Germany, joined the Board with effect from
1 January 2024 as a Non-executive Director and brings a 26 year Domino's
career. On 1 February 2024 Stoffel was appointed as Director of Joint Ventures
and Corporate Estate of the Subscriber. It has been agreed that Stoffel will
become the board representative of the Subscriber with effect from Admission.
The Company has positioned itself firmly for ongoing market share expansion
within its existing operations. Core to this is a high volume mentality to
drive sales which was rolled out across the DP Poland network in 2022 as part
of a strategic vision to drive profitability. This included an aim to invest
in staff training, technology and fleet to reduce delivery times and drive
increased orders, open new stores in strategic secondary cities, close loss
making stores, review buying power and drive efficiencies and develop a future
sub-franchise plan.
Over the last 12 months, the store network optimisation plan has led to the
opening of 5 new stores, the closure of 4 stores, and 4 stores being fully
upgraded. Delivery times have been lowered by 4% (in FY 2023 YoY), to 27
minutes (and closer to the Company's 20 minute target), which has improved
customer satisfaction and driven increased orders and repeat business. Orders
are now regularly exceeding 700 per store per week, which in turn is improving
profitability. Further growth is expected through continued operational
excellence, enhancement of digital solutions for customer orders and internal
processes and maintaining an unwavering commitment to the customer value
proposition.
Current Trading and Prospects
2023 was a record year for DP Poland in Poland, with consistent double digit
sales growth across delivery and non-delivery, driven largely by strong order
count growth and strong performance in the fourth quarter.
LFL System Sales grew by 19.7% in 2023 and 50.8% vs. 2021 to £46 million
(accelerating the growth to 27.5% in Q4 2023 year on year), supported by a
16.4% order count growth in 2023 and 32.7% vs 2021. The average weekly order
count reached 731 for the year, an increase of 19% on 2022, 826 for Q4 2023
and 761 for January and February 2024, whilst average delivery times reduced
in 2023 to 27 minutes, driving a move to profitability in August.
In 2024, after a strong start to the year (with System Sales for January and
February 2024 up 19.0% year-on-year driven by order count growth of 15.1%
year-on-year), volume led growth is expected to continue, supported by an
easing of inflationary pressures and a new pro-European parliament following
the recent Polish election. The focus will continue on delivering a compelling
customer value proposition, ensuring quick delivery times.
The business now has the solid foundations required for future expansion and
in 2024 will begin the transition of the Company towards a more widespread
sub-franchised business model.
Loan Extension and Related Party Transaction
The Company announces that it has agreed an extension (conditional upon a
successful Fundraising) to the maturity date of its loan facilities provided
by Malaccan Holdings Ltd (the "Loan Notes") by six months to 30 June 2025
("Loan Note Extension"). During the extension period of 1 January 2025 to 30
June 2025 the Loan Notes will carry an interest rate of EURIBOR plus 2.5%,
compared to EURIBOR plus 1.0% for 2024. All of the other terms of the €7.5
million Loan Notes which are unsecured with interest payable, remain
unchanged.
Malaccan Holdings Ltd is interested in 39.13% of the Company's issued share
capital and is represented on the Board by Przemyslaw Glebocki and Jakub
Chechelski. Under the AIM Rules for Companies (the "AIM Rules"), Malaccan
Holdings Ltd is, therefore, deemed to be a related party of the Company and
the Loan Note Extension is a related party transaction pursuant to Rule 13 of
the AIM Rules.
The independent directors of DP Poland, being David Wild, Nils Gornall, Edward
Kacyrz, Jeremy Dibb and Stoffel Thijs, consider, having consulted with Singer
Capital Markets in its capacity as the Company's nominated adviser, that the
terms of the Loan Note Extension are fair and reasonable insofar as the
Company's shareholders are concerned.
Strategic Rationale for the Fundraising
According to Euromonitor, the Polish pizza market is valued at £1.3 billion
(as at 31 December 2022), with almost 10% year on year growth over the last
five years. The market is highly fragmented (with only 26% of the market in
chained restaurants), which provides an opportunity for rapid market
consolidation and expansion.
The strong performance experienced in 2023, particularly with the accelerated
momentum generated in the fourth quarter, provides a solid foundation for the
Company to embark on the next phase of its growth strategy. DP Poland aims to
scale the business and grow market share with the aim of becoming the strong
challenger or market leader in Poland within 3 years.
Having concluded the store optimization initiative from 2022, DP Poland's
portfolio of 116 stores (108 corporate and 8 franchised stores) underpins a
strong platform for further growth. The Board believes there is capacity
within Poland for c. 500 DP Poland stores by 2030. Within the next 24-30
months, the Company proposes to use the net proceeds from the Fundraising for
store network expansion, with a plan to open and relocate c. 45-50 stores in
Poland and Croatia and upgrade c.25-30 stores in Poland from its current
network whilst transforming the business towards a franchisee model. DP Poland
is targeting 45% of its store network to be franchised by the end of 2026. DP
Poland expects the majority of the new openings to be corporate stores with
the additional openings of 5-10 franchised stores.
To support the business development, the Board plans to optimize and simplify
internal processes in its supply chain (commissary development), and back
office (Dominium S.A and DP Polska S.A. companies merger) as well as to
further invest into company digital transformation (i.e. mobile app
development, kiosks launch, full integration with suppliers). In addition, in
line with the Company's strategy, the Board will consider acquisition
opportunities that could provide an expedited route to growth. The Company may
also consider the reallocation of certain of the funds for the store rollout,
in the event of an attractive acquisition opportunity. Any acquisition
activity would be highly targeted and defined against strategic, operational
and financial criteria before being considered. The Company is also proposing
to repay, in part, the Loan Notes from Malaccan Holdings Ltd by 30 April 2024.
Use of Proceeds
Pursuant to the Fundraising, the Company expects to receive gross proceeds of
up to £20.5 million (assuming the full take up of the Placing and Retail
Offer). The net proceeds of the Fundraising, which would be approximately
£19.8 million, would be used by the Company to:
· invest £7.0-8.0 million in c. 45-50 store openings or relocations in
Poland and Croatia within the next 24-30 months;
· invest £2.5 million in c. 25-30 stores/restaurants upgrades in
Poland within the next 24-30 months;
· invest up to £1.0 million in cost optimization projects and digital
transformation;
· invest up to £5.3 million in potential acquisition opportunities;
and
· repay £4.0 million of the outstanding Loan Notes from Malaccan
Holdings Ltd.
Market soundings (as defined in MAR) were taken in respect of the Fundraising
with the result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. This inside information is set out in
this Announcement. Therefore those persons that received inside information in
a market sounding are no longer in possession of such inside information
relating to the Company and its securities.
The Company is solely responsible for the Subscription. No responsibility or
liability is accepted by SCM or any of its partners, directors, officers,
employees, advisers, consultants, affiliates or agents for any loss, cost or
damage suffered or incurred howsoever arising, directly or indirectly, from
any acts or omissions of the Company in relation to the Subscription.
Appendix I to this Announcement (which forms part of this Announcement) sets
out further information relating to the Bookbuild and the terms and conditions
of the Placing.
Unless otherwise stated, capitalised terms in this Announcement have the
meanings ascribed to them in Appendix II (which forms part of this
Announcement).
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below and the Appendices to this Announcement (which form part of this
Announcement) which includes the terms and conditions of the Placing. Persons
who have chosen to participate in the Placing, by making an oral or written
offer to acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including the Appendices) and to be making
such offer on the terms and subject to the conditions herein and, in respect
of those persons participating in the Placing, to be providing the
representations, warranties, agreements, confirmations, acknowledgements and
undertakings contained in Appendix I.
IMPORTANT NOTICES
Neither this Announcement (including the appendices and the information
contained in them), nor any copy of it, may be taken or transmitted, published
or distributed, directly or indirectly, in or into the United States,
Australia, Canada, Japan, New Zealand or the Republic of South Africa or to
any persons in any of those jurisdictions or any other jurisdiction where to
do so would constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an offer to buy,
acquire or subscribe for any shares in the capital of the Company in the
United States, Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other state or jurisdiction in which such offer or solicitation
is not authorised or to any person to whom it is unlawful to make such offer
or solicitation. Any failure to comply with these restrictions may constitute
a violation of securities laws of such jurisdictions.
The securities referred to herein have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other jurisdiction of the
United States, and may not be offered or sold, directly or indirectly, in or
into the United States absent 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 compliance with the
securities laws of any state or any other jurisdiction of the United States.
No public offering of securities is being made in the United States.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance
with Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the UK
version of Regulation (EU) 2017/1129, which forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
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
(the "EEA") (each a "Relevant State"), qualified investors within the meaning
of article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); or
(b) if in the United Kingdom, qualified investors within the meaning of
article 2(e) of the UK Prospectus Regulation who are also (i) persons 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) persons who fall within article 49(2)(a) to (d)
of the Order, or (c) persons to whom it may otherwise be lawfully communicated
(all such persons referred to in (i), (ii) and (iii) above together being
referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement relates is
available in Relevant States only to Qualified Investors and in the United
Kingdom only to Relevant Persons and will be engaged in only with Qualified
Investors in Relevant States and Relevant Persons in the United Kingdom. This
Announcement must not be acted on or relied on by persons in a Relevant State
who are not Qualified Investors, or persons in the United Kingdom who are not
Relevant Persons.
The distribution of this Announcement (including the Appendices) and the
offering of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or SCM or any of their respective
partners, directors, officers, employees, advisers, consultants, affiliates or
agents that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company, and SCM to inform themselves about, and to observe, such
restrictions.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA"), by a person authorised under FSMA. This Announcement is
being distributed to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
By participating in the Bookbuild and the Placing, each Placee by making an
oral or written and legally binding offer to subscribe for and/or purchase
Placing Shares will be deemed (i) to have read and understood this
Announcement (including the appendices) in its entirety, (ii) to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix I to this Announcement and (iii) to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix I to 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
by SCM or by any of its partners, directors, officers, employees, advisers,
consultants, 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 any interested person or their advisers, and any liability
therefore is expressly disclaimed. None of the information in this
Announcement has been independently verified or approved by SCM or any of its
partners, directors, officers, employees, advisers, consultants, affiliates or
agents. Save for any responsibilities or liabilities, if any, imposed on SCM
by FSMA or by the regulator regime established under it, no responsibility or
liability is accepted by SCM or any of its partners, directors, officers,
employees, advisers, consultants, affiliates or agents for any errors,
omissions or inaccuracies in such information or opinions or for any loss,
cost or damage suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in connection
with this Announcement or from any acts or omissions of the Company in
relation to the Placing.
Singer Capital Market Securities Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting solely for the Company as broker and
no-one else in connection with the transactions and arrangements described in
this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the transactions
and arrangements described in this Announcement. Neither Singer Capital Market
Securities Limited nor its partners, directors, officers, employees, advisers,
consultants, affiliates or agents are responsible to anyone other than the
Company for providing the protections afforded to clients of Singer Capital
Market Securities Limited or for providing advice in connection with the
contents of this Announcement or for any other matters referred to herein.
Singer Capital Market Advisory LLP, which is authorised and regulated in the
United Kingdom by the FCA, is acting solely for the Company as nominated
adviser and no-one else in connection with the transactions and arrangements
described in this Announcement and will not regard any other person (whether
or not a recipient of this Announcement) as a client in relation to the
transactions and arrangements described in this Announcement. Neither Singer
Capital Market Advisory LLP nor its partners, directors, officers, employees,
advisers, consultants, affiliates or agents are responsible to anyone other
than the Company for providing the protections afforded to clients of Singer
Capital Market Advisory LLP or for providing advice in connection with the
contents of this Announcement or for any other matters referred to herein. The
responsibilities of Singer Capital Markets Advisory LLP as the Company's
nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers
are owed solely to the London Stock Exchange and are not owed to the Company
or to any Director, Shareholder or other person in respect of their decision
to acquire shares in the capital of the Company in reliance on any part of
this Announcement, or otherwise.
Cautionary statements
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. 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.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. The information contained
in this Announcement is subject to change without notice and except as
required by applicable law or regulation (including to meet the requirements
of the AIM Rules, MAR, the UK Prospectus Regulation and/or FSMA), 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 statements
are based. Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results, performance or
achievements to differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause the
Company's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, economic
and business cycles, the terms and conditions of the Company's financing
arrangements, foreign currency rate fluctuations, competition in the Company's
principal markets, acquisitions or disposals of businesses or assets and
trends in the Company's principal industries. Statements contained in this
Announcement regarding past trends or activities should not be taken as
representation that such trends or activities will continue in the future. You
should not place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decisions to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by SCM.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraising. 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.
In connection with the Fundraising, SCM and its respective partners,
directors, officers, employees, advisers, consultants, affiliates or agents
may take up a portion of the shares of the Company in the Placing in a
principal position and in that capacity may retain, purchase or sell for its
own account such shares and other securities of the Company or related
investments and may offer or sell such shares, securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
SCM and any of its respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents as, acting in such capacity. In
addition, SCM and any of its respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which SCM and any of its respective
partners, directors, officers, employees, advisers, consultants, affiliates or
agents may from time to time acquire, hold or dispose of such securities of
the Company, including the Placing Shares. Neither SCM nor any of its
respective partners, directors, officers, employees, advisers, consultants,
affiliates or agents intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so.
The Placing Shares to be issued and/or purchased pursuant to the Placing will
not be admitted to trading on any stock exchange other than AIM, a market
operated by the London Stock Exchange plc.
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 contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) 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 clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the EUWA, (b) investors who meet the criteria of professional clients as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK 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 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, SCM 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 COBS; 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.
EU Product Governance Requirements
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
(together, the "MiFID II Product Governance Requirements"), which form part of
UK law by virtue of the European Union (Withdrawal) Act 2018, 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 retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the 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 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, SCM will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to 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 I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY
AT PERSONS 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
(THE "EEA") (EACH A "RELEVANT STATE"), QUALIFIED INVESTORS WITHIN THE MEANING
OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR
(B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION WHO ARE ALSO (I) PERSONS 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) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS REFERRED TO IN (I), (II) AND (III) ABOVE TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE IN RELEVANT STATES ONLY TO QUALIFIED INVESTORS AND, IN THE UNITED
KINGDOM, ONLY TO RELEVANT PERSONS, AND WILL BE ENGAGED IN ONLY WITH QUALIFIED
INVESTORS IN RELEVANT STATES AND RELEVANT PERSONS IN THE UNITED KINGDOM. THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN RELEVANT STATES
WHO ARE NOT QUALIFIED INVESTORS BY PERSONS IN THE UNITED KINGDOM WHO ARE NOT
RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY
SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, 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 ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE 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. NO PUBLIC OFFERING OF THE
SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM,
THE UNITED STATES, ANY OTHER RESTRICTED JURISDICTION OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
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.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in the United States or in any other Restricted
Jurisdiction or to, or for the account or benefit of, a citizen or resident,
or a corporation, partnership or other entity created or organised in or under
the laws of any other Restricted Jurisdiction. The relevant clearances have
not been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be registered under or offered in
compliance with the securities laws of any state, province or territory of
Australia, Canada, Japan 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 or the Republic of South Africa or any
other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations 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, any Placee
should read and understand the information provided in the "Important Notice"
section of 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 SCM, any of its affiliates or any person acting on its or 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 party or its advisers, and any liability therefore
is expressly disclaimed.
By participating in the Bookbuild and the Placing, each Placee 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 herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained herein.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
(a) if it is in the United Kingdom, it is a Relevant Person and, if it is in a Relevant State, it is a Qualified Investor, and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(b) unless otherwise agreed in writing with the Company and SCM, it is and, at the time the Placing Shares are subscribed for, will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with Regulation S;
(c) 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, agreements and acknowledgements, contained in these terms and conditions;
(d) if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and the UK Prospectus Regulation, that it understands the resale and transfer restrictions set out in this Appendix and that any Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of SCM has been given to each such proposed offer or resale; and
(e) it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix 1.
Defined terms used in this Appendix are set out in Appendix II
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No 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 their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this Announcement
and the announcement of the results of the Placing (the "Result of Placing
Announcement") (together, the "Placing Documents") and any information
publicly announced through a regulatory information service ("RIS") by or on
behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms set forth
in the Form of Confirmation sent to Placees by SCM to confirm their
acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents 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 SCM or the Company or any other person and
none of SCM, the Company nor any other person acting on such person's behalf
nor any of their respective affiliates has or shall have any responsibility or
liability for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement (regardless of
whether or not such information, representation, warranty or statement was
given or made by or on behalf of any such persons). 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. No Placee should consider any information in this Announcement to be
legal, tax or business advice. Each Placee should consult its own attorney,
tax advisor and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
2. Details of the Placing Agreement and the Placing Shares
SCM is acting as sole bookrunner in connection with the Placing and has
entered into the Placing Agreement with the Company under which, on the terms
and subject to the conditions set out in the Placing Agreement, SCM, as agent
for and on behalf of the Company, has agreed to use its reasonable endeavours
to procure placees for the Placing Shares. The Placing is not being
underwritten by SCM or any other person nor is any part of the Placing subject
to clawback from the Retail Offer.
The price per Ordinary Share at which the Placing Shares are to be placed is
9.92 pence (the "Placing Price"). The timing of the closing of the book and
allocations are at the discretion of the Company and SCM. Details of the total
number of Placing Shares will be announced as soon as practicable after the
close of the Bookbuild via the Result of Placing Announcement.
The allotment and issue of the Placing Shares is conditional upon, amongst
others, the passing of the Resolutions at the General Meeting. Subject to the
passing of the Resolutions at the General Meeting, the Placing Shares have
been, or will be duly authorised and will, when issued, be credited as fully
paid up and will be issued subject to the Articles of Association and
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid on or in respect of the Ordinary Shares after the date of issue of the
Placing Shares, and will on issue be free of all pre-emption rights, claims,
liens, charges, encumbrances and equities.
3. Application for listing and admission to trading
Subject to passing the Resolutions, an application will be made to the London
Stock Exchange for Admission of the New Ordinary Shares for trading on AIM
(the "Admission Application").
It is expected that Admission of the New Ordinary Shares will occur at 8.00
a.m. on 19 April 2024 (or such later time or date as SCM may agree with the
Company, being no later than 8.00 a.m. on 30 April 2024) and that dealings in
the New Ordinary Shares will commence at that time.
4. Bookbuild
Following this announcement, SCM will commence the accelerated bookbuilding
process to determine demand for participation in the Placing by Placees (the
"Bookbuild"). This 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.
SCM and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
5. Participation in, and principal terms of, the Placing
1. SCM is arranging the Placing as sole bookrunner and placing agent
of the Company.
2. Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by SCM. SCM may itself agree
to be a Placee in respect of all or some of the Placing Shares or may nominate
any member of its group to do so.
3. Subject to certain exceptions, the Placing Shares are being
offered and sold by the Company outside the United States in offshore
transactions as defined in, and pursuant to, Regulation S under the Securities
Act.
4. The Bookbuild, if successful, will establish the aggregate
amount payable to SCM, as settlement agent for the Company, by all Placees
whose bids are successful. The number of Placing Shares will be agreed by
SCM (in consultation with the Company) following completion of the Bookbuild.
The number of Placing Shares to be issued (in aggregate) will be announced on
an RIS following the completion of the Bookbuild via the Result of Placing
Announcement.
5. To bid in the Bookbuild, prospective Placees should communicate
their bid orally by telephone or in writing to their usual sales contact at
SCM. Each bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Placing Price. Bids may be scaled down
by SCM on the basis referred to in paragraph 6 below. SCM reserves the right
not to accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at SCM's absolute discretion, subject to
agreement with the Company.
6. The Bookbuild is expected to close no later than 10.00 a.m. on 28
March 2024 but may be closed earlier or later at the discretion of SCM. SCM
may, in agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right (upon the prior agreement
of SCM) to reduce the number of shares to be issued pursuant to the Placing,
in its absolute discretion.
7. Allocations of the Placing Shares will be determined by SCM after
consultation with the Company (and in accordance with SCM's allocation policy
as has been supplied by SCM to the Company in advance of such consultation).
Allocations will be confirmed orally by SCM and a Form of Confirmation will be
despatched as soon as possible thereafter. SCM's oral confirmation to such
Placee constitutes an irrevocable legally binding commitment upon such person
(who will at that point become a Placee), in favour of SCM and the Company, to
subscribe for the number of Placing Shares allocated to it and to pay the
Placing Price in respect of each such share on the terms and conditions set
out in this Appendix and in accordance with the Company's Articles of
Association. A bid in the Bookbuild will be made on the terms and subject to
the conditions in this Appendix 1 and will be legally binding on the Placee on
behalf of which it is made and except with SCM's consent, such commitment will
not be capable of variation or revocation after the time at which it is
submitted.
8. Each Placee's allocation and commitment will be evidenced by a
Form of Confirmation issued to such Placee. The terms of this Appendix 1 will
be deemed incorporated in that Form of Confirmation.
9. Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to be
subscribed/purchased for 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 under the Bookbuild and the Placing will be subject
to fulfilment or (where 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 "Right to terminate under the Placing
Agreement".
11. By participating in the Placing, each Placee agrees 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, none of SCM, the Company
nor any of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of SCM, the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any responsibility or
liability (including to the extent permissible by law, any fiduciary duties)
in respect of SCM's conduct of the Placing.
13. The Placing Shares will be issued subject to the terms and conditions
of this Announcement and each Placee's commitment to subscribe for Placing
Shares on the terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms and conditions of the Placing and
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's or SCM's conduct of the Placing.
14. All times and dates in this Announcement may be subject to amendment.
SCM shall notify the Placees and any person acting on behalf of the Placees of
any changes.
6. Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. SCM's obligations under the Placing Agreement are conditional on
customary conditions, including (amongst others) (the "Conditions"):
1. entry into of the Subscription Agreement by the Company and the
Subscriber on the date hereof, the Subscription Agreement becoming wholly
unconditional in all respects (save as to Admission) and not having been
terminated prior to Admission;
2. the passing of the Resolutions without material amendments at the
General Meeting (or any adjournment thereof);
3. the Company allotting the New Ordinary Shares, subject only to
Admission;
4. Admission occurring no later than 8.00 a.m. on 19 April 2024 (or
such later time or date as SCM may otherwise agree with the Company, being no
later than 8.00 a.m. on 30 April 2024) (the "Long Stop Date");
5. there having been no development or event resulting in a Material
Adverse Effect which could materially and adversely affect the Proposals;
6. the delivery to SCM of a certificate from and signed by the Company
in terms of the warranties being provided by such persons under the Placing
Agreement ("Warranties") not later than 5.00 p.m. on the Business Day
immediately prior to the date on which Admission is expected to occur (and
dated as of such date);
7. the Company having complied with its obligations which fall to be
performed on or prior to Admission under the Placing Agreement;
8. there not having arisen or been noted prior to Admission any fact
or circumstance which would or might reasonably be expected to require
publication of a corrective or update announcement through a RIS of any
Publicly Available Information; and
9. none of the Warranties on the part of the Company in the Placing
Agreement being untrue or inaccurate or misleading when made and none of the
Warranties ceasing to be true and accurate or becoming misleading at any time
prior to Admission by reference to the facts and circumstances then
subsisting.
SCM may, at its discretion and upon such terms as it thinks fit, waive
compliance by the Company with the whole or any part of any of its obligations
in relation to the Conditions or extend the time or date provided for
fulfilment of any such Conditions in respect of all or any part of the
performance thereof, save in respect of condition 2, 3 and 4. Any such
extension or waiver will not affect Placees' commitments as set out in this
Appendix.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
SCM by the relevant time or date specified (or such later time or date as SCM
may agree with the Company, being no later than the Long Stop Date); or (ii)
the Placing Agreement is terminated in the circumstances specified below under
"Right to terminate under the Placing Agreement", the Placing will not proceed
and the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by it or on its behalf (or any person on whose behalf the
Placee is acting) in respect thereof.
For the avoidance of doubt, termination or withdrawal of the Retail Offer
shall not impact or prejudice the Placing. However, termination or withdrawal
of the Placing (by termination of the Placing Agreement) will equally result
in termination of the Retail Offer.
Neither SCM nor the Company, nor any of their respective affiliates, agents,
directors, officers or 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 they 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 they 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 SCM.
7. Right to terminate under the Placing Agreement
SCM is entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances, including
(amongst other things):
1. where there has been a breach of any of the Warranties contained
in the Placing Agreement;
2. if any of the Conditions have (i) become incapable of satisfaction
or (ii) not been satisfied before the Long Stope Date and have not been waived
if capable of being waived by SCM;
3. there has been a development or event resulting in a Material
Adverse Effect which could in the good faith opinion of SCM, materially and
adversely affect the Placing or dealings in the Ordinary Shares following
Admission whether or not foreseeable at the date of the Placing Agreement;
4. an event having occurred, or is likely to occur, which in the good
faith opinion of SCM constitutes or (if it occurs) will, in the context of the
Proposals, constitute a material new factor, mistake or inaccuracy relating to
the information contained in the Placing Documents (notwithstanding that a
corrective announcement could be or may have been published in connection with
such material new factor, mistake or inaccuracy) or such an event is or (if it
occurs) will, in the context of the Proposals, be material in the context of
any assumption or other matter relevant to any estimate or statement about the
prospects of the Group in the Placing Documents;
5. the Company fails to comply in any respect with any obligation
under the Placing Agreement or otherwise relating to the Proposals which SCM
(acting in good faith) considers material;
6. a matter has arisen which gives rise to or is reasonably likely
to give rise to a claim under any of the Indemnities contained in the Placing
Agreement; or
7. the occurrence of a material adverse change or certain force
majeure events.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
SCM of any right of termination or of any other discretion under the Placing
Agreement shall be within the absolute discretion of SCM and that it need not
make any reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such exercise or
failure to so exercise and (ii) its rights and obligations terminate only in
the circumstances described above under "Right to terminate under the Placing
Agreement" and "Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation by SCM of
the allocation and commitments following the close of the Bookbuild.
8. Restriction on Further Issue of Shares
The Company has undertaken to SCM that, between the date of the Placing
Agreement and a period of six months from Admission (the "Restricted Period"),
it will not, without the prior written consent of SCM directly or indirectly
offer, issue, lend, sell or contract to sell, issue options in respect of or
otherwise dispose of or announce an offering or issue of any Ordinary Shares
(or any interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to, Ordinary
Shares or enter into any transaction with the same economic effect as, or
agree to do, any of the foregoing (whether or not legally or contractually
obliged to do so) provided that the foregoing restrictions shall not restrict
the ability of the Company or any other member of the Group during the
Restricted Period to grant of options under, or the allotment and issue of
shares pursuant to options under, any employee or non- executive share or
option schemes or long term incentive plans of the Company (in accordance with
its normal practice) or the issuance of the Subscription Shares pursuant to
the Subscription Agreement or the issuance of the Retail Shares pursuant to
the Retail Offer.
By participating in the Placing, Placees agree that the exercise by SCM of any
power to grant consent to the undertaking by the Company of a transaction
which would otherwise be subject to the restrictive provisions on further
issuance under the Placing Agreement shall be within the absolute discretion
of SCM and that it need not make any reference to, or consult with, Placees
and that it shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent.
9. Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B3Q74M51)
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. SCM reserves the right to require settlement for, and delivery of,
the Placing Shares (or any part thereof) to Placees by such other means that
they may deem necessary if delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
SCM is acting as settlement bank. Following the close of the Bookbuild, each
Placee to be allocated Placing Shares in the Placing will be sent a Form of
Confirmation stating the number of Placing Shares allocated to them at the
Placing Price, the aggregate amount owed by such Placee to SCM and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions in respect of the Placing Shares
that it has in place with SCM.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by SCM as agent for the Company and SCM will enter
its delivery instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the Placing Shares will take
place on 19 April 2024 on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the prevailing Sterling Overnight Index Average
(SONIA) as determined by SCM.
Each Placee is deemed to agree that, if it does not comply with these
obligations, SCM may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for SCM's account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties (together
with any interest or penalties) imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Form of Confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued 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 UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither SCM or the Company shall be responsible for payment thereof.
10. No Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of a prospectus in the United Kingdom or in any other
jurisdiction. No prospectus has been or will be submitted to be approved by
the FCA in relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the Placing Documents and
the Publicly Available Information. Each Placee, by accepting a participation
in the Placing, agrees that the content of the Placing Documents is
exclusively the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation, warranty, or
statement made by SCM or any other person and neither SCM nor the Company nor
any other person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if given or
made, such information, representation, warranty or statement must not be
relied upon as having been authorised by SCM, the Company, or their respective
officers, directors, employees or agents. 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.
Neither the Company nor SCM are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing Shares by such
Placee under any legal, investment or similar laws or regulations. Each Placee
should not consider any information in the Placing Documents to be legal, tax
or business advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial advice
regarding an investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
11. Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with SCM (in its capacity as
bookrunner and placing agent of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application for Placing
Shares, the following:
1. it has read and understood this Announcement in its entirety and
its subscription for Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements, agreements
and undertakings and other information contained herein and 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 the
Placing, the Company, the Placing Shares or otherwise other than the
information contained in the Placing Documents and the Publicly Available
Information;
2. 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 rules and practices of AIM, which includes
a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or has access to such information without undue difficulty, and
is able to obtain access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;
3. to be bound by the terms of the Articles of Association of the
Company;
4. the person whom it specifies for registration as holder of the
Placing Shares will be (a) itself or (b) its nominee, as the case may be.
Neither SCM or the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax or other similar taxes or duties imposed in any
jurisdiction (including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee agrees to
indemnify SCM and the Company on an after-tax basis in respect of any
Indemnified Taxes;
5. neither SCM nor any of its affiliates agents, directors, officers
and employees accepts any responsibility for any acts or omissions of the
Company or any of the directors of the Company or any other person in
connection with the Placing;
6. time is of the essence as regards its obligations under this
Appendix;
7. 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 SCM;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any other
presentational or other material concerning the Placing (including electronic
copies thereof) to any person and represents that it has not redistributed,
forwarded, transferred, duplicated, or otherwise transmitted any such
documents to any person;
9. no prospectus or other offering document is required under the EU
Prospectus Regulation or UK Prospectus Regulation, nor will one be prepared in
connection with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering document in
connection with the Bookbuild, the Placing or the Placing Shares;
10. in connection with the Placing, SCM and any of its affiliates acting
as an investor for its own account may subscribe for Placing Shares in the
Company and in that capacity may retain, purchase or sell for its own account
such Placing Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to the Placing Shares being issued, offered or placed should be
read as including any issue, offering or placement of such shares in the
Company to SCM or any of its affiliates acting in such capacity;
11. SCM and its affiliates may enter into financing arrangements and
swaps with investors in connection with which SCM and any of its affiliates
may from time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares;
12. SCM does not intend to disclose the extent of any investment or
transactions referred to in paragraphs 10 and 11 above otherwise than in
accordance with any legal or regulatory obligation to do so;
13. SCM does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
14. its participation in the Placing is on the basis that it is not and
will not be a client of SCM in connection with its participation in the
Placing and that SCM has no duties or responsibilities to it for providing the
protections afforded to its clients or customers 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;
15. the content of the Placing Documents and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company (and such other persons specifically identified as accepting
responsibility to certain parts thereto) and neither SCM nor any of its
affiliates agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly Available
Information or otherwise 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 the Placing Documents, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
16. the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for Placing Shares is
contained in the Placing Documents or any Publicly Available Information (save
that in the case of Publicly Available Information, a Placee's right to rely
on that information is limited to the right that such Placee would have as a
matter of law in the absence of this paragraph 16), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other information given, or
representations, warranties or statements, express or implied, made, by SCM
nor the Company nor any of their respective affiliates, agents, directors,
officers or employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with respect to
the Company, the Placing or the Placing Shares or the accuracy, completeness
or adequacy of any information contained in the Placing Documents, or the
Publicly Available Information or otherwise;
18. neither SCM nor 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, nor will provide, it with any material or information
regarding the Placing Shares or the Company or any other person other than the
information in the Placing Documents or the Publicly Available Information;
nor has it requested any of SCM or the Company or any of their respective
affiliates or any person acting on behalf of any of them to provide it with
any such material or information;
19. neither SCM nor the Company will be liable for any Placee's decision
to participate in the Placing based on any other information, representation,
warranty or statement, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation that SCM,
any of its affiliates or any person acting on its behalf, may have conducted
with respect to the Placing Shares, the terms of the Placing or the Company,
and none of such persons has made any representation, express or implied, with
respect to the Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing Documents, the
Publicly Available Information or any other information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business matters
to be capable of evaluating the merits and risks of subscribing for the
Placing Shares;
(b) will not look to SCM for all or part of any such loss it may
suffer;
(c) is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing
Shares;
(e) has no need for liquidity with respect to its investment in the
Placing Shares;
(f) has made its own assessment and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations relevant to
its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination, investigation and
assessment of the Company and Group, the Placing Shares and the terms of the
Placing and has satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own account or for
an account with respect to which it exercises sole investment discretion and
has the authority to make and does make the acknowledgements, representations
and agreements contained in this Appendix;
23. it is acting as principal only in respect of the Placing or, if it is
acting for any other person, it:
(a) 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) will remain liable to the Company and/or SCM 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);
24. it and any person acting on its behalf is entitled to subscribe for
the Placing Shares under the laws and regulations of all relevant
jurisdictions that apply to it and that it has fully observed such laws and
regulations, has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will honour such
obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Appendix) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in SCM or the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection with the
Placing;
25. where it is subscribing for Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to subscribe for
the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officer of SCM 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
for upon the terms of this Appendix;
27. the Placing Shares have not been and will not be registered or
otherwise qualified and that a prospectus will not be cleared in respect of
any of the Placing Shares under the securities laws or legislation of the
Restricted Jurisdictions, or any state, province, territory or jurisdiction
thereof;
28. the Placing Shares may not be offered, sold, or delivered, directly
or indirectly, in or into (subject to certain exceptions) the Restricted
Jurisdictions or any jurisdiction in which it would be unlawful to do so and
no action has been or will be taken by any of the Company or SCM or any person
acting on behalf of the Company or SCM that would, or is intended to, permit a
public offer of the Placing Shares in the Restricted Jurisdictions or any
country or jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the Company or SCM or
any person acting on behalf of the Company or SCM 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;
30. unless otherwise specifically agreed with SCM, it is not and at the
time the Placing Shares are subscribed for, neither it nor the beneficial
owner of the Placing Shares will be, a resident of, nor have an address in,
Australia, New Zealand, Japan, the Republic of South Africa or any province or
territory of Canada;
31. it may be asked to disclose in writing or orally to SCM:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
32. unless otherwise agreed in writing with the Company and SCM, it is
and the prospective beneficial owner of the Placing Shares is, and at the time
the Placing Shares are subscribed for will be outside the United States and is
acquiring the Placing Shares in an "offshore transaction" as defined in, and
in accordance with, Regulation S under the US Securities Act;
33. it has not been offered to purchase or subscribe for Placing Shares
by means of any "directed selling efforts" as defined in Regulation S under
the US Securities Act or by means of any "general solicitation" or "general
advertising" within the meaning of Regulation D under the US Securities Act;
34. it understands that the Placing Shares have not been, and will not
be, registered under the US Securities Act and may not be offered, sold or
resold, pledged or delivered in or into or from the United States except
pursuant to (i) an effective registration statement under the US Securities
Act; or (ii) pursuant to an exemption from the registration requirements of
the US Securities Act and, in each case, in accordance with applicable United
States state securities laws and regulations;
35. 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 US Securities Act;
36. 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;
37. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and it
has made such investigation and has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally;
38. it understands that the Company has not undertaken to determine
whether it will be treated as a passive foreign investment company ("PFIC")
for US federal income tax purposes for the current year, or whether it is
likely to be so treated for future years and neither the Company nor SCM make
any representation or warranty with respect to the same. Accordingly, neither
the Company nor SCM can provide any advice to United States investors as to
whether the Company is or is not a PFIC for the current tax year, or whether
it will be in future tax years. Accordingly, neither the Company nor SCM
undertake to provide to United States investors or shareholders any
information necessary or desirable to facilitate their filing of annual
information returns, and United States investors and shareholders should not
assume that this information will be made available to them;
39. it understands that any investment or investment activity to which
this Announcement relates is available only to, in the United Kingdom,
Relevant Persons, in any Relevant State, Qualified Investors, and will be
engaged in only with such persons, and further understands that this
Announcement must not be acted on or relied on by persons who are not, in the
United Kingdom, Relevant Persons and, in any Relevant State, Qualified
Investors;
40. it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
41. if a financial intermediary, as that term is used in Article 5(1) of
the EU Prospectus Regulation and the UK Prospectus Regulation, the Placing
Shares subscribed for/purchased 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 a member state of the EEA which has
implemented the EU Prospectus Regulation other than Qualified Investors or
persons in the United Kingdom other than Relevant Persons, or in circumstances
in which the prior consent of SCM has been given to each proposed offer or
resale;
42. if in the United Kingdom, that it is a person (i) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully
be communicated;
43. if in a member state of the EEA, unless otherwise specifically agreed
with SCM in writing, it is a Qualified Investor
44. it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom, except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA");
44. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Documents have not and will not have
been approved by SCM in its capacity as an authorised person under section 21
of the FSMA and it may not therefore be subject to the controls which would
apply if it was made or approved as a financial promotion by an authorised
person;
45. it has complied and 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 applicable provisions in FSMA and UK MAR) in respect of
anything done in, from or otherwise involving, the United Kingdom);
46. if it is a pension fund or investment company, its subscription
for/purchase of Placing Shares is in full compliance with applicable laws and
regulations;
47. it has complied with its obligations under the Criminal Justice Act
1993 and Articles 8, 10 and 12 of MAR and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having jurisdiction in
respect thereof (the "Regulations") and the Money Laundering Sourcebook of the
FCA 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;
48. in order to ensure compliance with the Regulations, SCM (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 SCM or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at SCM's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at SCM's or the
Company's registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identify SCM (for itself
and as agent on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either SCM 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;
49. 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
(depositary receipts and clearance services) and that the Placing Shares are
not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance service;
50. it (and any person acting on its behalf) 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 in respect of the Placing
Shares allocated to it in accordance with this Appendix on the due time and
date set out herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as SCM may in its sole discretion determine and
without liability to such Placee, who will remain liable for any amount by
which the net proceeds of such sale falls short of the product of the relevant
Placing Price and the number of Placing Shares allocated to it and will be
required to bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing Shares;
51. any money held in an account with SCM on behalf of the Placee and/or
any person acting 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
relevant rules and regulations of the FCA made under the FSMA. Each 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 SCM's money in accordance with the client money rules and will be held by
it under a banking relationship and not as trustee;
52. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that SCM or the Company may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
53. neither SCM nor any of its affiliates, nor any person acting on
behalf 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;
54. if it has received any 'inside information' (for the purposes of MAR
and section 56 of the Criminal Justice Act 1993) in relation to the Company
and its securities in advance of the Placing, it confirms that it has received
such information within the market soundings regime provided for in article 11
of MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of securities of
the Company or financial instruments related thereto or cancel or amend an
order concerning the Company's securities or any such financial instruments;
(b) used that inside information to encourage, require, recommend or
induce another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the information
being made publicly available;
55. the Retail Offer is not part of the Placing;
56. it acknowledges that the Placing is conditional upon, amongst other
things, Shareholders passing the Resolutions to be set out in the Notice of
General Meeting granting the Directors authority to allot and issue relevant
securities and therefore that Admission may not occur;
57. the rights and remedies of the Company and SCM under the terms and
conditions in this Appendix 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; and
58. these terms and conditions of the Placing and any agreements entered
into by it pursuant to the terms and conditions of the Placing, and all
non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or termination of
such contract or relating to any non- contractual or other obligation arising
out of or in connection with such contract), 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 either
the Company or SCM 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; and
59. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the Form of Confirmation, contract
note or other (oral or written) 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 SCM's conduct.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
SCM and are irrevocable. SCM, the Company and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing representations,
warranties, confirmations, acknowledgements, agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and SCM to produce this Announcement,
pursuant to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, SCM and 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 or incurred by SCM, the Company or any of their
respective affiliates, agents, directors, officers or employees arising from
the performance of the Placees' obligations as set out in this Announcement,
and further agrees that the provisions of this Appendix shall survive after
completion of the Placing.
Where the Placees are acting in its capacity as a discretionary investment
manager on behalf of its underlying clients, then it is the discretionary
investment manager that is to be regarded as the Placee for the purpose of
this Announcement and not the underlying client. For the avoidance of doubt,
the representations and warranties given are to be taken as made on behalf of
the Placee itself and not their underlying client.
12. Taxation
The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question.
There should be no liability to stamp duty or SDRT arising on the allotment of
the Placing Shares by the Company. The registration of and the issue of
definitive share certificates to Ordinary Shareholders should not give rise to
any liability to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Ordinary Shares on AIM (including instruments transferring
Shares and agreements to transfer Ordinary Shares).
Such agreement also assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the Placing
Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties
may be payable, for which neither the Company nor SCM will be responsible and
the Placees shall indemnify the Company and SCM on an after-tax basis for any
stamp duty or stamp duty reserve tax or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction paid by the
Company or SCM in respect of any such arrangements or dealings. If this is the
case, each Placee should seek its own advice and notify SCM accordingly.
Placees are advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company and SCM are not liable to bear any taxes that arise on a sale of
Placing Shares subsequent to their acquisition by Placees, including any taxes
arising otherwise than under the laws of any country in the EEA. Each
prospective Placee should, therefore, take its own advice as to whether any
such tax liability arises and notify SCM and the Company accordingly.
Furthermore, each prospective Placee agrees to indemnify on an after-tax basis
and hold SCM and/or the Company and their respective affiliates harmless from
any and all interest, fines or penalties in relation to stamp duty, stamp duty
reserve tax and all other similar duties or taxes in any jurisdiction to the
extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any 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, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
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 New Ordinary Shares to be issued pursuant to the Proposals will not be
admitted to trading on any stock exchange other than AIM, a market operated by
the London Stock Exchange plc.
APPENDIX II
The following definitions apply to this Announcement as the context shall
admit:
"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" are to the lawful currency of the UK
Admission admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the rules of the London Stock Exchange applicable to companies governing
admission to AIM and the continuing obligations of companies whose shares have
been admitted to AIM including the notes to such rules
AIM Rules for Nominated Advisers the rules of the London Stock Exchange applicable to Nominated Advisers of
companies traded or to be traded on AIM
Announcement this Announcement, including the appendices and the terms and conditions of
the Placing set out in Appendix I
Articles of Association or Articles the articles of association of the Company as at the date of this Announcement
Bookbuild the bookbuilding process to be conducted by SCM to arrange participation by
Placees in the Placing
BookBuild Platform the online capital markets platform developed by BB Technology Limited a
company incorporated in England and Wales with registered number 13508012
Business Day a day (other than a Saturday, Sunday or public holiday (in England)) on which
(i) the London Stock Exchange is open for business and (ii) clearing banks are
generally open for a full range of banking transactions in the City of London
Certificated or in Certificated form not in uncertificated form (that is, not in CREST)
Circular the circular containing further details of the Fundraising and the Notice of
General Meeting in order to pass the Resolutions, which is expected to be
published by the Company on or about 2 April 2024
City Code The City Code on Takeovers and Mergers
Closing Price the closing middle market quotation of an Ordinary Share as derived from the
Daily Official List of the London Stock Exchange;
Company or DP Poland DP Poland plc
CREST the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
Directors or Board the directors of the Company for the time being, together being the board of
directors
Domino's Pizza the brand owned and exploited by the DPI Group
DPI Group DPI and its affiliates
EEA European Economic Area
Enlarged Share Capital the Existing Ordinary Shares, together with the New Ordinary Shares, being the
issued share capital of the Company immediately following Admission (assuming
full take up of the Retail Offer)
Estimate of Expenses the estimated expenses incurred in connection with the Fundraising, being
£0.7 million, assuming all New Ordinary Shares are issued
EU Prospectus Regulation Prospectus Regulation (EU) 2017/1129
Euroclear Euroclear UK & International Limited
EUWA the European Union (Withdrawal) Act 2018
€ or Euro Euros
Existing Ordinary Shares the 712,481,898 Ordinary Shares in issue at the date of this Announcement
FCA the Financial Conduct Authority of the United Kingdom
Form of Confirmation the form of confirmation to be despatched to the Placees by SCM or the
contract note made between SCM and the Placees, in each case which incorporate
by reference the terms and conditions of the Placing contained in this
Announcement
FSMA the Financial Services and Markets Act 2000
Fundraising together the Placing, the Subscription and the Retail Offer
General Meeting the general meeting of the Company to be convened for 12.00 p.m. on 18 April
2024 at which the Resolutions will be proposed, notice of which will be set
out at the end of the Circular
Gross Proceeds the maximum gross proceeds from the Fundraising prior to the deduction of the
Estimated Expenses, being £20.5 million
Group the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly)
Intermediary any financial intermediary that is appointed in connection with the Retail
Offer
Placing Price 9.92p per Ordinary Share
Latest Practicable Date 26 March 2024, being the latest practicable Business Day prior to this
Announcement
London Stock Exchange London Stock Exchange plc
Long Stop Date 8.00 a.m. on 30 April 2024
MAR the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the EUWA
Material Adverse Effect a material adverse effect, or any development or matter reasonably likely to
have a material adverse effect, in or affecting the business, condition
(financial, trading, operational, legal or otherwise), management, properties,
assets, rights, results of operations, earnings or assets of the Group taken
as a whole, whether or not arising in the ordinary course of business and
whether or not foreseeable as at the date of the Placing Agreement
MiFID II EU Directive 2014/65/EU on markets in financial instruments
MiFIR the Market in Financial Instruments Regulation (EU) 600/2014 as it forms part
of UK domestic law by virtue of the EUWA
Net Proceeds the estimated net proceeds from the Fundraising after the deduction of the
Estimated Expenses from the Gross Proceeds
New Ordinary Shares up to 206,653,224 new Ordinary Shares expected to be issued pursuant to the
Fundraising, comprising the Placing Shares, the Subscription Shares and any
Retail Shares
Notice of General Meeting the notice of General Meeting to be set out at the end of the Circular
Ordinary Shares ordinary shares of £0.005 each in the capital of the Company
Panel the UK Panel on Takeovers and Mergers
Placees persons who agree to subscribe for Placing Shares at the Placing Price
Placing the conditional placing by SCM (or its respective agents) as agent of the
Company of the Placing Shares at the Placing Price, in accordance with the
Placing Agreement
Placing Agreement the agreement dated 27 March 2024 between the Company and SCM relating to the
Placing
Placing Documents this Announcement, the Circular and the announcement of the results of the
Placing
Placing Shares the 85,685,483 new Ordinary Shares expected to be issued pursuant to the
Placing
Poland the Republic of Poland
Proposals the Fundraising and Admission
Publicly Available Information any information publicly announced through a regulatory information
service by or on behalf of the Company on or prior to the date of this
Announcement
Regulation S Regulation S promulgated under the Securities Act
Resolutions the resolutions to be proposed at the General Meeting and set out in the
Notice of General Meeting
Restricted Jurisdictions United States, Australia, New Zealand, Canada, the Republic of South Africa or
Japan or in any jurisdiction in which such publication or distribution is
unlawful
Retail Investors existing retail shareholders of the Company who are resident in the United
Kingdom and are a customer of an Intermediary who agree conditionally to
subscribe for Retail Shares in the Retail Offer
Retail Offer the conditional offer by the Company of the Retail Shares at the Placing Price
to Retail Investors, through Intermediaries via the BookBuild Platform, to be
announced by the Company on 28 March 2024
Retail Shares up to 10,080,645 New Ordinary Shares to be issued by the Company to Retail
Investors at the Placing Price pursuant to the Retail Offer
SCM Singer Capital Markets Securities Limited
SDRT Stamp Duty Reserve Tax
Securities Act the US Securities Act of 1933, as amended
Shareholder a holder of Existing Ordinary Shares
Subscriber Domino's Pizza Group plc
Subscription the conditional subscription of the Subscription Shares by the Subscriber at
the Placing Price pursuant to the terms of the Subscription Letter
Subscription Agreement the conditional subscription letter expected entered into on the same day as
this Announcement between the Company and the Subscriber pursuant to which it
shall subscribe for the Subscription Shares
Subscription Shares the 110,887,096 new Ordinary Shares expected to be issued by the Company
pursuant to the Subscription
subsidiary or subsidiary undertaking have the meaning given to such term in the Companies Act 2006
uncertificated or in uncertificated form 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
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Prospectus Regulation Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the EUWA
United States or United States of America or US the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia
US dollar or $ the lawful currency of the United States
VAT UK value added tax or its equivalent in Poland, as applicable
Zloty or PLN the lawful currency of Poland
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