REG - Duke Capital - Issue of Equity
14/11/2024 17:15
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241114:nRSN3257Ma&default-theme=true
RNS Number : 3257M Duke Capital Limited 14 November 2024
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED
HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR INTO ANY
OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS
STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR") AS
THEY FORM PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
14 November 2024
Duke Capital Limited
("Duke Capital", "Duke" or the "Company")
Placing, Subscription & Broker Option to raise a minimum of £15 million
Retail Offer to raise up to an additional £3 million
at a price of 27.5 pence per share
and
Notice of Extraordinary General Meeting
Duke Capital Limited (AIM: DUKE), a leading provider of hybrid capital
solutions for SME business owners in Europe and North America, is pleased to
announce a proposed fundraising of a minimum of £15 million through the issue
of new Ordinary Shares to support its next phase of growth.
Transaction Highlights
· Conditional Placing and Subscription to raise a minimum of £15
million through the issue of a minimum of 48,836,366 Placing Shares and
minimum of 5,709,089 Subscription Shares at the Issue Price of 27.5p per share
· Management intends to subscribe for an aggregate of £0.82 million
via the Placing and/or Subscription
· The Placing is being conducted by way of an accelerated bookbuild
process which will commence immediately following this announcement, the
results of which will be announced shortly
· Company has granted a Broker Option to the Joint Brokers, enabling
other institutional investors and private client brokers the opportunity to
participate in the Fundraising at the Issue Price, following the closing of
the accelerated bookbuild, up until midday on Friday 22 November 2024
· In addition, a Retail Offer will be launched to raise up to an
additional £3 million, to enable other retail investors to participate in the
Fundraising at the Issue Price up until midday on Friday 22 November 2024
· The net proceeds from the Fundraising are intended to be used to
enhance value within Duke's portfolio through additional investment to support
accretive near-term M&A opportunities by certain existing Capital Partners
· Additionally, following this raise, Duke will be well positioned to:
o Build EBITDA to levels where multiple expansion is realised upon exit
o Opportunistically build equity stakes in certain Capital Partners
o Take advantage of the rapidly expanding private credit market by raising
new third party institutional capital for further investment
· Completion of the Fundraising is conditional, inter alia, upon
Shareholder approval at the extraordinary general meeting to be held on or
around 3 December 2024 (the "Extraordinary General Meeting").
· The Issue Price represents a discount of approximately 8.94% to
the closing mid-market price on 13 November 2024, being the latest
practicable date before this announcement.
· Cavendish and Canaccord are acting as Joint Brokers on the
Placing.
The Placing will be undertaken by way of an accelerated bookbuild with
institutional investors to raise, together with a subscription of new Ordinary
Shares by certain management and other existing and new shareholders (the
"Subscription"), a minimum of £15 million (before expenses), at the issue
price of 27.5 pence per share ("Issue Price"). In addition to those
commitments for 5,709,089 Subscription Shares received by the Company as at
the date of this announcement, the Company reserves the right, prior to the
Extraordinary General Meeting, to enter into further subscription agreements
for the issue of additional Subscription Shares to accommodate demand, further
details of which would be announced separately by the Company.
The Company has also granted to Cavendish and Canaccord a broker option (the
"Broker Option") under which additional new Ordinary Shares (the "Broker
Option Shares") may be issued to institutional investors and private client
brokers who wish to participate in the Fundraising following the closing of
the accelerated bookbuild. To the extent that the Broker Option is exercised,
the Broker Option Shares will be issued at the Issue Price. Orders for the
Broker Option must be submitted to Cavendish or Canaccord and will only be
accepted from institutional investors or private client brokers. Further
detail on how to participate in the Broker Option is set out below.
In addition to the Placing, Subscription and Broker Option, the Company is
providing Retail Investors with the opportunity to subscribe for up to
10,909,090 new Ordinary Shares (the "Retail Offer Shares") at the Issue Price,
via the BookBuild Platform, to raise up to an additional £3 million (before
expenses), by way of the Retail Offer. A separate announcement will be made
shortly 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 Subscription or the Broker Option.
The final number of new Ordinary Shares to be issued pursuant to the Broker
Option, Subscription and Retail Offer will be announced following closing on
or around 22 November 2024. Applications under the Broker Option and Retail
Offer may be subject to scale back at the Company's discretion.
The Fundraising is not being underwritten. The Issue Price represents a
discount of approximately 8.94% per share to the mid-market closing price of
30.2 pence on 13 November 2024, being the latest practicable date prior to
publication of this announcement.
Cavendish Capital Markets Limited and Canaccord Genuity Limited are acting as
Joint Brokers in relation to the Placing.
A circular, containing further details of the Fundraising and notice of the
Extraordinary General Meeting to be held at 11.00 a.m. on 3 December 2024 to,
inter alia, approve the resolution required to implement the Fundraising, is
expected to be published and despatched to Shareholders shortly (the
"Circular"). Following its publication, the Circular will be available on
the Group's website at https://dukecapital.com/investors/
(https://dukecapital.com/investors/)
Unless otherwise defined, capitalised terms in this announcement shall have
the meaning as set out in the Definitions section, contained within the
Appendix to this announcement.
Neil Johnson, CEO of Duke Capital, said:
"Over the last 3 years of interest rate hikes, 40-year high inflation and
global uncertainty, I am proud to say that Duke has continued to deliver. With
these funds, we will be positioned to continue supporting our partners with
buy and build strategies, who have identified acquisitions at attractive
EBITDA multiples. As such, we are motivated to execute on the array of near
term growth opportunities available to us and this placing will create
additional value across our portfolio in the short term, while also enabling
us to achieve a strong strategic step in delivering our broader growth plan.
"In addition, the opportunity within the private credit market has expanded
significantly and has almost tripled to US$1.4 trillion in the past decade.
As such, we continue to pursue our third-party funding strategy and are
pleased with the interest shown by multi-billion-dollar capital providers. Our
success in this strategy will eliminate cash drag, represent accretive
fee-based revenue and reduce Duke's dependence on the equity markets, thereby
minimising dilution and enabling us to execute on strategic growth
opportunities more rapidly and at scale. This is an exciting time for Duke
Capital, and I am pleased to present this opportunity to all our
shareholders."
***ENDS***
For further information, please visit https://dukecapital.com/
(https://dukecapital.com/) or contact:
Duke Capital Limited Neil Johnson / Charles Cannon Brookes / Hugo Evans +44 (0) 1481 231 816
Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker) Stephen Keys / Callum Davidson / Michael Johnson +44 (0) 207 220 0500
Canaccord Genuity Limited Adam James / Harry Rees +44 (0) 207 523 8000
(Joint Broker)
SEC Newgate (Financial Communications) Elisabeth Cowell / Alice Cho / Matthew Elliott + +44 (0) 20 3757 6882 dukecapital@secnewgate.co.uk
About Duke Capital
Duke is a leading provider of hybrid capital solutions for SME business owners
in Europe and North America, combining the best features of both equity and
debt.
Since 2017, Duke has provided long-term financing which eliminates
re-financing risk and necessity for a short-term exit by providing a
'corporate mortgage' while also aligning its returns to grow with the success
of the business.
Duke is focused on generating attractive risk-adjusted returns for
shareholders and has a track record of achieving this across market cycles.
It's three investment pillars are capital preservation, attractive dividend
yield, and to provide upside upon exits. Duke is listed on the AIM market
under the ticker DUKE and is headquartered in Guernsey.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2024
Announcement of the Fundraising and launch of the Retail Offer 14 November
Announcement of the results of the Placing (excluding any Broker Option 15 November
Shares)
Publication and posting of the Circular and Form of Proxy by 18 November
Closing of the Broker Option, Retail Offer and Subscription 22 November
Announcement of the results of the Retail Offer, Broker Option and 22 November
Subscription and final gross proceeds raised from the Fundraising
Latest time and date for receipt of proxy voting instructions for the 11.00 a.m. on 29 November
Extraordinary General Meeting
11.00 a.m. on 3 December
Extraordinary General Meeting
Result of the Extraordinary General Meeting announced
3 December
Admission and dealings in the New Shares expected to 8.00 a.m. on 4 December
commence on AIM
Expected date for CREST accounts to be credited in respect of New Shares in 4 December
uncertificated form (where applicable)
Expected date for despatch of definitive share certificates for New Shares in
certificated form (where applicable)
within 14 days of Admission
Notes:
References to times in this document are to London time unless otherwise
stated.
The times and dates set out in the expected timetable of principal events
above and mentioned throughout this document may be adjusted by the Company in
which event the Company will make an appropriate announcement to a Regulatory
Information Service giving details of any revised dates and the details of the
new times and dates will be notified to the London Stock Exchange and, where
appropriate, Members. Members may not receive any further written
communication.
Background to and reasons for the Fundraising
Operational progress
Duke is a provider of long-term alternative capital solutions to a diversified
range of private, owner-managed SME businesses in Europe and abroad. Over the
past three years, the Directors believe that the Company has further validated
its business model having delivered:
· A 66% increase in quarterly recurring revenue since Q3 FY22 to a
record high of £6.4 million in Q2 FY25
· £33.3 million in dividends paid out to shareholders
· A total shareholder return of +9.1% since its fundraising in 2021
to November 2024, versus a fall of 37.5% by the AIM All Share index over the
same period
· Non-dilutive capital of £83.7 million, through an upsized debt
facility on improved terms and 3 exits by Capital Partners achieving IRRs in
excess of 20% each
· Equity stakes taken in 11 Capital Partners to drive capital growth,
with such holdings valued by the Company at £16 million
Duke continues to actively source new investment opportunities and since
Jan-2024, has reviewed 106 new deal opportunities with a combined potential
deal value of c.£830 million.
Evolution of strategy - equity upside
Since inception, Duke's hybrid capital model has been designed to provide its
portfolio companies ("Capital Partners") with a passive, flexible and
long-term financing solution with limited refinancing risk, whilst also stable
returns and income for Duke's shareholders. The model combines elements of
private credit and private equity to deliver this. Duke's ability to provide
consistent and stable dividends has been underpinned by its recurring cash
revenues from its "corporate mortgage" style senior secured instrument,
provided to Capital Partners. Duke currently has over £780 million of
contractual revenue due from its Capital Partners over next 30 years, assuming
no growth to current yield and that these investments are held to term. Of the
total £224 million total capital provided by Duke to its 14 current Capital
Partners, these Capital Partners have returned, to date, £85 million in cash
to Duke. The Company's model also offers returns via exit premiums, which are
payable upon the early redemption of investments by Capital Partners, as well
as through equity stakes held by Duke in its Capital Partners.
Historically, Duke has taken only minority equity stakes in a limited number
of Capital Partners. Having adopted the IFRS 10 accounting standard in 2024
however, Duke has benefited from greater flexibility to opportunistically
increase equity stakes in certain portfolio companies, with a view to
realising additional upside upon exit, thereby engendering higher IRR
potential for the Group.
Duke now holds equity stakes in 11 Capital Partners with exposure to 75
underlying operating companies and has demonstrated the benefit of doing so.
To date, Duke has seen exits by eight Capital Partners. In particular, the
exits of Duke's investments in Fabrikat and BHP demonstrate the returns that
are possible when Duke has significant equity stakes. These exits generated
internal rates of return (IRR) of 32.4% and 28.8% respectively.
Portfolio M&A opportunities
BPVA (Ireland) Limited ("BVPA") and United Glass Group ("UGG") represent
two key Capital Partners that, in the Directors' view, embody the inherent
value within the Group's existing portfolio through Duke's equity stakes,
which are outlined below.
BPVA is a buy & build platform in the resourcing and recruitment space,
and provides both permanent and flexible staff to SMEs, large blue-chip
companies and public sector entities across a range of sectors. Since Duke's
initial investment in September 2018, BPVA has made four major acquisitions
and executed two smaller bolt-on acquisitions. Over this period, Duke has
invested £18.6 million and supported the business which anticipates EBITDA of
£8.2 million over the next 12 months. Duke currently holds a 30% equity stake
in the BPVA and is well positioned to benefit from the Company's continued
commercial growth in the event of an exit.
Another of Duke's Capital Partners, UGG, comprises a group of companies
focused on glass processing, manufacturing and merchanting to commercial and
residential customers across the UK. UGG is focused on the manufacturing and
distribution of flat glass product lines throughout the Midlands region. Duke
has invested £15.0 million since March 2018 into UGG, which expects to
generate £4.8 million in EBITDA over the next 12 months. UGG's management
team have demonstrated extensive knowledge of the sector which has led to Duke
increasing its equity stake to 73.9%.
Both BPVA and UGG are in advanced discussions with a view to completing
further acquisitions in the near term, in line with their buy and build
strategies. Another Capital Partner, Tristone Healthcare, is also looking to
complete near term acquisitions.
Third party capital raise
To date, Duke has been reliant on funding from equity raises and its existing
credit facility to fund and grow its portfolio. The Company is grateful to its
shareholders for their support in this regard. Whilst these equity raises have
been critical in supporting Duke's growth to date, the Directors have been
exploring the optimal route to further expand its portfolio, with a focus on
creating a self-financing model, minimising Duke's dependence on the equity
markets and the ongoing future dilution to shareholders of Duke Capital
Limited.
The private credit market has grown significantly in the past decade,
increasing from US$0.4 trillion in 2014 to US$1.4 trillion in 2023. Duke has
embarked on a process seeking to raise c.£100 million of third-party capital
within a new special purpose vehicle with a joint venture structure. To assist
in the exercise, Duke has engaged a placement agent to approach potential
capital providers and has now received indicative term sheets from
multi-billion dollar capital providers on potential new funding. Should the
new funding be secured, Duke's intention is to grow the portfolio though
co-investments between Duke Capital Limited and the SPV, in which Duke itself
would have an interest to minimise conflicts of interest. The Company's
intention is to continue with the same hybrid credit product as currently
deployed and the expected management fee and performance fee income to Duke
should result in accretive cash flow for public shareholders. Should the
third-party capital be secured, this structure would provide committed capital
to draw on for further investments without reliance on public equity raises.
Use of Proceeds
The net proceeds from the Fundraising will allow Duke to support near-term
M&A opportunities within its current portfolio and continue to build
larger equity stakes where possible. As detailed above, Duke has identified
opportunities to generate further value within the Group's existing portfolio
with near-term acquisition targets identified, inter alia, for BPVA, UGG and
Tristone Healthcare. The Directors believe these Capital Partners will attract
higher EBITDA multiples on exit as they further scale and through M&A and
deliver higher levels of earnings, in turn providing higher potential returns
to Duke.
In addition to supporting the existing portfolio, the proceeds from the
Fundraise are expected to facilitate Duke's Group's third-party capital
fundraising exercise by maintaining deployment momentum and demonstrating
shareholder support for the Group's strategy.
Current trading and Outlook
The Group has experienced continued commercial momentum in the current
financial period. On 30 September 2024 the Group released a trading update for
the first quarter (ended 30 June 2024) of the financial year ending 31 March
2025 ("FY25"). The Company reported recurring cash revenues of £6.3 million
and total cash revenues of £6.8 million in the period, alongside guidance for
the second quarter, with record recurring cash revenues of £6.4 million.
The Company continues to trade in line with market expectations and will
announce its unaudited interim FY25 results in mid-December 2024. For the half
year period, the Company expects to report recurring cash revenue of £12.7
million, total cash revenue of £13.6 million, free cash flow of £5.9 million
and gross investment deployments of £15.3 million
Details of the Placing and Subscription
The Company is seeking to raise a minimum of £15 million (before expenses)
through the placing of a minimum of 48,836,366 Placing Shares via an
accelerated bookbuild in accordance with the terms and conditions set out in
the Appendix to this announcement, together with the Subscription of a minimum
of 5,709,089 Subscription Shares by certain existing and new shareholders as
well as management. The timing of the closing of the bookbuild and the final
number and allocation of Placing Shares will be determined at the discretion
of the Company and the Joint Brokers. The Joint Brokers reserve the right, by
agreement with the Company, to increase the size of the Placing to accommodate
additional demand by way of the Broker Option. A further announcement will be
made following closing of the accelerated bookbuild.
In addition to those commitments for 5,709,089 Subscription Shares received by
the Company as at the date of this announcement, the Company may, prior to the
Extraordinary General Meeting, enter into further subscription agreements for
the issue of additional Subscription Shares to accommodate demand, further
details of which would be announced separately by the Company.
The Issue Price of 27.5 pence per Placing Share represents a discount of
approximately 8.9 per cent. to the closing middle market price of 30.2 pence
on 13 November 2024, being the last day prior to the announcement of the
Placing. The Placing is conditional inter alia on the passing of the
Resolution at the Extraordinary General Meeting and also on Admission
occurring no later than 8.00 a.m. on 4 December 2024 (or such later date as
the Company, Cavendish and Canaccord may agree, being no later than 27
December 2024).
Placing Agreement
Pursuant to the Placing Agreement, the Joint Brokers have agreed to use their
reasonable endeavours as agents of the Company to procure subscribers for the
Placing Shares. The Placing Agreement provides, inter alia, for payment by
the Company to the Joint Brokers of commissions based on certain percentages
of the product of the number of Placing Shares placed by them multiplied by
the Issue Price. The Company will bear all other expenses of and incidental to
the Placing.
The Placing Agreement contains certain warranties and indemnities from the
Company in favour of the Joint Brokers and the obligations of the Joint
Brokers under the Placing Agreement in connection with the Placing are
conditional, inter alia, upon:
(a) the Resolution having been passed by the requisite majority of
Shareholders at the Extraordinary General Meeting;
(b) the Placing Agreement having become unconditional in all respects and not
having been terminated in accordance with its terms prior to Admission; and
(c) Admission becoming effective not later than 8.00 a.m. on 4 December 2024
or such later time and/or date as the Company, Cavendish and Canaccord may
agree, being not later than 8.00 a.m. on 27 December 2024.
The Joint Brokers may terminate the Placing Agreement in certain
circumstances, if, inter alia, the Company has failed to comply in any
material respect with any of its obligations under the Placing Agreement; if
there is a material adverse change in the condition (financial, operational,
legal or otherwise), earnings, business or operations of the Company or the
Group; or if there is a change in financial, political, economic or stock
market conditions, which in their opinion (acting in good faith) is or would
likely materially and adversely affect the Company or the Group.
Directors' proposed subscriptions
Certain Directors, senior management, and their related parties intend to
subscribe for, in aggregate, 2,981,816 Placing Shares and Subscription
Shares, representing an amount of £0.82 million. A further announcement will
be made in due course regarding their respective participations.
Subscriptions by Canadian persons
This Announcement and the terms and conditions set out herein are only
directed at persons resident in the Provinces of Canada: (i) who are an
"accredited investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is
defined in section 73.3(1) of the Securities Act (Ontario); or (ii) to whom it
may otherwise lawfully be communicated and to whom the Subscription Shares may
be lawfully offered for sale by persons permitted to sell such Subscription
Shares. The Subscription Shares are being sold in the Provinces of Canada in
reliance on an exemption or exemptions from the requirements to provide the
relevant subscribers with a prospectus and, as a consequence of acquiring
securities pursuant to this exemption or exemptions, certain protections,
rights and remedies provided by the applicable Canadian securities laws will
not be available to the relevant subscribers. The Subscription Shares will be
subject to statutory resale restrictions under the applicable Canadian
securities laws and any resale thereof must be made in accordance with such
resale restrictions or in reliance on an available exemption therefrom. The
subscriber is solely responsible (and the Company not in any way responsible)
for compliance with applicable securities laws in the resale of any
Subscription Shares.
This announcement should be read in its entirety. In particular, you should
read and understand the information provided in the Appendix below.
The Appendix to this announcement (which forms part of this announcement) sets
out 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 Appendix) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in the Appendix.
Details of the Retail Offer
Pursuant to the terms of the Retail Offer, the Company will shortly make the
Retail Offer to retail investors through intermediary financial institutions
appointed by the Company in connection with the Retail Offer via the BookBuild
Platform.
The Retail Offer will be opened to eligible investors in the United Kingdom
shortly following this announcement and is expected to close at midday on 22
November 2024, following which the Company will announce the result of the
Retail Offer and final number of Retail Offer Shares to be issued (subject to
the passing of the Extraordinary Resolution) and admitted to trading on AIM on
Admission. The Retail Offer may close early if it is oversubscribed.
Conditional on, amongst other things, the Extraordinary Resolution being duly
passed at the Extraordinary General Meeting and Admission, up to 10,909,090
Retail Offer Shares may be issued by way of the Retail Offer at the Issue
Price to raise proceeds of up to £3.0 million (before expenses).
The announcement launching the Retail Offer is expected to be released by the
Company promptly following this announcement and will contain further details
of the Retail Offer and how eligible investors may participate.
Details of the Broker Option
The Company has granted the Broker Option to the Joint Brokers in order to
enable them to deal with any additional demand under the Placing in the event
that requests to participate in the Placing are received during the period
from the date of this announcement to midday on 22 November 2024 from
institutional and certain other investors who are persons of the type listed
in paragraphs 24, 26 and 27 of the Appendix to this announcement under
"Representations, warranties and terms". The primary purpose of the Broker
Option is to facilitate demand from those investors who were unable to
participate in the Placing. The Broker Option is exercisable by either of the
Joint Brokers any number of times up to that time and date.
To subscribe for Broker Option Shares prospective investors should communicate
their interest to either Cavendish or Canaccord via their independent
financial adviser, stockbroker or other firm authorised by the FCA, as the
Joint Brokers cannot take direct orders from individual private investors.
Investors who wish to register their interest in subscribing for Broker Option
Shares should instruct their stockbroker or independent financial adviser to
e-mail either Cavendish at Cavendish-broker-option@cavendish.com or
Canaccord at cg-ecm-uk@cgf.com. Each bid should state the number of Broker
Option Shares that the investor wishes to acquire at the Issue Price. Any
investors allocated Broker Option Shares will be considered Placees, as
defined in this announcement.
Settlement and dealings
Application will be made to the London Stock Exchange for the New Shares to be
admitted to trading on AIM. It is expected that subject to the passing of the
Resolution, Admission will become effective at 8.00 a.m. on 4 December 2024.
Extraordinary General Meeting
The Extraordinary General Meeting of the Company is to be held at 11.00 a.m.
on 3 December 2024 at the Company's registered office, Trafalgar Court, 4th
Floor, West Wing, Admiral Park, St Peter Port, Guernsey GY1 2JA.
Under Article 4.7 of the Articles, the Company may, by Extraordinary
Resolution, disapply the rights of pre-emption for the issue of equity
securities. An Extraordinary Resolution is passed where no less than 75 per
cent. of those present and entitled to vote, or voting by proxy, in a general
meeting vote in favour for it to be passed.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM 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: (1)
IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (EU)
2017/1129 AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") ("EU
QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED, AS
IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF,
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS
REGULATION") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) ARE PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED
OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
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 any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or indirectly, in or
into the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. No public offering of the Placing Shares is being made in the United
States. The Placing (and Broker Option) is being made solely outside the
United States to persons in offshore transactions (as defined in Regulation S
under the Securities Act ("Regulation S")) meeting the requirements of
Regulation S. Persons receiving this Announcement (including custodians,
nominees and trustees) must not forward, distribute, mail or otherwise
transmit it in or into the United States or use the United States mails,
directly or indirectly, in connection with the Placing (or Broker Option).
This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in any
Restricted Jurisdiction (as defined below). This announcement and the
information contained herein are not for publication or distribution, directly
or indirectly, to persons in a Restricted Jurisdiction unless permitted
pursuant to an exemption under the relevant local law or regulation in any
such jurisdiction. No action has been taken by the Company, Cavendish,
Canaccord or Joint Broker Affiliates or Company Affiliates (as defined below)
that would permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation and the EU Prospectus Regulation from the
requirement to produce a prospectus. 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 Broker Option) or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal offence in the
United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, 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, the Republic of South Africa or any other
jurisdiction outside the United Kingdom where such action would be unlawful (a
"Restricted Jurisdiction").
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the existing
ordinary shares in the capital of the Company have been bought or sold in the
past cannot be relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
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.
Cavendish, which is authorised and regulated in the UK by the FCA, as
nominated adviser, joint broker and joint bookrunner, is acting exclusively
for the Company and no one else in relation to the Fundraising. Cavendish is
not acting for, and will not be responsible to, any person other than the
Company for providing the protections afforded to clients of Cavendish or for
advising any other person on the contents of this document or any transaction
or arrangement referred to herein. The responsibility of Cavendish as
nominated adviser under the AIM Rules for Nominated Advisers is owed solely to
the London Stock Exchange and not to the Company or its Directors or any other
person. Cavendish has not authorised the contents of this document and, apart
from the responsibilities and liabilities, if any, which may be imported on
Cavendish by FSMA or the regulatory regime established thereunder, no
liability is accepted by Cavendish for the accuracy of any information or
opinions contained in or for the omission of any information from this
document, for which the Company and the Directors are solely responsible.
Canaccord, which is authorised and regulated in the UK by the FCA, as joint
broker and joint bookrunner, is acting exclusively for the Company and no one
else in relation to the Fundraising. Canaccord is not acting for, and will not
be responsible to, any person other than the Company for providing the
protections afforded to clients of Canaccord or for advising any other person
on the contents of this document or any transaction or arrangement referred to
herein. Canaccord has not authorised the contents of this document and, apart
from the responsibilities and liabilities, if any, which may be imported on
Canaccord by FSMA or the regulatory regime established thereunder, no
liability is accepted by Canaccord for the accuracy of any information or
opinions contained in or for the omission of any information from this
document, for which the Company and the Directors are solely responsible.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares or Broker Option Shares has been
given and who has been invited to participate in the Placing or the Broker
Option by either of the Joint Brokers. By making or accepting an oral and/or
written legally binding offer to subscribe for Placing Shares or Broker Option
Shares, each Placee is deemed to have read and understood this Announcement in
its entirety (including this Appendix) and to be providing the
representations, warranties, undertakings, agreements and acknowledgements
contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES. THE PRICE
OF SHARES AND ANY INCOME EXPECTED FROM THEM MAY GO DOWN AS WELL AS UP AND
PLACEES MAY NOT GET BACK THE FULL AMOUNT INVESTED UPON DISPOSAL OF THE SHARES.
PAST PERFORMANCE IS NO GUIDE TO FUTURE PERFORMANCE.
Details of the Placing and the Placing Shares
The Company has today entered into the placing agreement with Cavendish and
Canaccord (the "Placing Agreement"). Pursuant to the Placing Agreement, the
Joint Brokers have, subject to the terms and conditions set out therein, each
agreed to use reasonable endeavours, as agents of the Company, to procure
subscribers for the Placing Shares to be allotted and issued in the Placing
pursuant to the bookbuilding process described in this Announcement and as set
out in the Placing Agreement ("Bookbuilding Process").
The Placing (and Broker Option) is conditional on the passing of the
Extraordinary Resolution. The Placing (and Broker Option) is not being
underwritten.
The Placing Shares will, when issued, be subject to the articles of
incorporation of the Company (the "Articles"), be credited as fully paid and
rank pari passu in all respects with each other and with the existing
ordinary shares in the capital of the Company then in issue, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the ordinary shares of the Company after the date of Admission.
The Placing Shares will be issued free of any encumbrance, lien or other
security interest.
The Placing is not conditional upon the Broker Option, the Subscription or the
Retail Offer.
Details of the Broker Option
The Company has granted the Broker Option to the Joint Brokers in order to
enable them to deal with any additional demand under the Placing in the event
that requests to participate in the Placing are received during the period
from the date of this Announcement to midday on 22 November 2024 from
institutional and certain other investors who are persons of the type listed
in paragraphs 24 and 26 below under "Representations, warranties and terms".
The primary purpose of the Broker Option is to facilitate demand from those
investors who were unable to participate in the Placing. The Broker Option is
exercisable by either of the Joint Brokers any number of times up to that time
and date.
To subscribe for Broker Option Shares prospective investors should communicate
their interest to either Cavendish or Canaccord via their independent
financial adviser, stockbroker or other firm authorised by the FCA, as the
Joint Brokers cannot take direct orders from individual private investors.
Investors who wish to register their interest in subscribing for Broker Option
Shares should instruct their stockbroker or independent financial adviser to
e-mail either Cavendish at Cav-broker-option@cavendish.com or Canaccord at
cg-ecm-uk@cgf.com. Each bid should state the number of Broker Option Shares
that the investor wishes to acquire at the Issue Price. Any investors
allocated Broker Option Shares will be considered Placees, as defined in this
Announcement.
Any new Ordinary Shares issued pursuant to the exercise of the Broker
Option ("Broker Option Shares") will be issued on the same terms and
conditions as the Placing Shares, which terms are set out in this Appendix.
Orders from investors pursuant to the Broker Option to either Cavendish or
Canaccord will only be accepted from institutional investors or private client
brokers.
The Broker Option may be exercised by either of the Joint Brokers in their
absolute discretion, but there is no obligation on either Joint Broker to
exercise the Broker Option or to seek to procure subscribers for any Broker
Option Shares pursuant to the Broker Option.
Applications for admission to trading on AIM
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission will become effective at or around 8.00 a.m. on
4 December 2024 (or such later time and date (being not later than 8.00 a.m.
on 27 December 2024) as the Joint Brokers and the Company may agree) and that
dealings in the Placing Shares on AIM will commence at the same time.
Admission is conditional, inter alia, upon the Placing Agreement not having
been terminated and becoming unconditional.
The Placing is not conditional on the Subscription, the Broker Option or the
Retail Offer.
Bookbuilding Process
Commencing today, the Joint Brokers will be conducting the
Bookbuilding Process to determine demand for participation in the Placing by
Placees. This Announcement gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. However, the Joint
Brokers will be entitled to effect the Placing by such alternative method to
the Bookbuilding Process as they may, after consultation with the Company,
determine. No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by the Joint
Brokers. The Joint Brokers and their Joint Broker Affiliates are entitled to
participate as Placees in the Bookbuilding Process. Each Joint Broker is
arranging the Placing severally, and not jointly nor jointly and severally, as
agent of the Company.
The Bookbuilding Process will establish the number of Placing Shares to be
allotted and issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding Process is expected
to close not later than 6 p.m. on 14 November 2024, but may be closed at such
earlier or later time as the Joint Brokers may, in their absolute discretion
(after consultation with the Company), determine. The announcement containing
the results of the accelerated bookbuild will be released following the close
of the Bookbuilding Process.
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Appendix and will be legally binding on the Placee on behalf of which it
is made and, except with the relevant Joint Broker's consent, will not be
capable of variation or revocation after the close of the Bookbuilding
Process.
A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at either
Cavendish or Canaccord. Each bid should either state the number of Placing
Shares which the prospective Placee wishes to subscribe for or a fixed
monetary amount at, in either case, the Issue Price. If successful, the
relevant Joint Broker will re-contact and confirm orally to Placees following
the close of the Bookbuilding Process the size of their respective allocations
and a trade confirmation will be despatched as soon as possible thereafter. A
Joint Broker's oral confirmation of the size of allocations will constitute
an irrevocable legally binding agreement in favour of the Company and the
relevant Joint Broker pursuant to which each such Placee will be required to
accept the number of Placing Shares allocated to the Placee at the Issue Price
on the terms and subject to the conditions set out herein and in accordance
with the Articles. Each Placee's allocation and commitment will be evidenced
by a trade confirmation issued to such Placee by a Joint Broker. The terms of
this Appendix will be deemed incorporated in that trade confirmation.
The Joint Brokers will, in effecting the Placing, agree with the Company the
identity of the Placees and the basis of allocation of the Placing Shares and
may scale down any participation for this purpose on such basis as they may
determine. The Joint Brokers reserve the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the Placing is
oversubscribed. The Joint Brokers also reserve the right not to accept
offers to subscribe for Placing Shares or to accept such offers in part rather
than in whole. The acceptance and, if applicable, scaling back of offers shall
be at the absolute discretion of the Joint Brokers and the Company.
Each Placee's obligations will be owed to the Company and to the Joint
Brokers. Following the oral confirmation referred to above, each Placee will
also have an immediate, separate, irrevocable and binding obligation, owed to
the Company and the relevant Joint Broker, as agent of the Company, to pay to
(or as a Joint Broker may direct) in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares allocated to such
Placee.
To the fullest extent permissible by law, none of the Joint Brokers, nor any
of their respective holding companies, any subsidiary, any subsidiary of any
such holding company, any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and employees
(each a "Joint Broker Affiliate") nor any person acting on their behalf shall
have any liability to Placees (or to any other person whether acting on behalf
of a Placee or otherwise). In particular, neither Joint Broker, any Joint
Broker Affiliate nor any person acting on their behalf shall have any
liability (including, to the extent legally permissible, any fiduciary
duties), in respect of its conduct of the Bookbuilding Process or of such
alternative method of effecting the Placing as the Joint Brokers may
determine.
All times and dates in this Announcement may be subject to amendment. A Joint
Broker shall notify the Placees and any person acting on behalf of the Placees
of any changes.
Information to Distributors
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 the UK Prospectus Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("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 EU Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II") (the "UK Target Market
Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) 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"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment" and, together with the UK Target Market
Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, 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 Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions to
the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessments, the Joint Brokers will only procure investors who meet the
criteria of professional clients or eligible counterparties.
For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of COBS
(for the purposes of the UK Target Market Assessment) or MiFID II (for the
purposes of the EU Target Market Assessment); 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.
Persons who are invited to and who choose to participate in the Placing (and
Broker Option), by making an oral and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety and to be making such offer to acquire Placing Shares on the terms
and conditions, and to be providing the representations, warranties,
acknowledgements and undertakings contained in this Appendix.
All obligations of the Joint Brokers under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement including
without limitation those referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of each of the Joint Brokers under the Placing Agreement
are, and the Placing is, conditional, amongst other things, on:
1 the Company having complied with its obligations under the
Placing Agreement to the extent that they fall to be performed prior to
Admission;
2 each of the warranties given by the Company in the Placing
Agreement being true, accurate and not misleading as at, and there having
occurred no breach of the warranties prior to, the date of Admission;
3 the Placing Agreement not having been terminated prior to
Admission;
4 Admission occurring by not later than 8.00 a.m. on 4
December 2024 (or such later date as the Company and the Joint Brokers may
agree, in any event being not later than 8.00 a.m. on 27 December 2024); and
5 the delivery by the Company of certain customary documents
to the Joint Brokers as required under the terms of the Placing Agreement,
together the "Conditions".
If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Joint Brokers), or (b)
the Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and each Placee's rights and obligations hereunder shall
cease and determine at such time and no claim may be made by a Placee in
respect thereof. Neither Joint Broker, Joint Broker Affiliate, the Company,
any nor any holding company of the Company, any subsidiary of the Company, any
subsidiary of any such holding company, any branch, affiliate or associated
undertaking of any such company nor any of their respective directors,
officers and employees (each a "Company Affiliate") 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 it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
in the Placing Agreement or in respect of the Placing generally.
By participating in the Placing (or Broker Option), each Placee agrees
that the Joint Broker's rights and obligations in respect of the Placing (or
Broker Option) terminate, inter alia, in the circumstances described below
under "Right to terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Either of the Joint Brokers may, at any time before Admission and in its
absolute discretion, terminate the Placing Agreement with immediate effect if,
amongst other things:
1 any of the warranties given under the Placing Agreement
were not true or accurate in any respect which is material: (a) when given or
deemed given; or (b) at any time if they were to be repeated or deemed
repeated (by reference to the facts and circumstances in each case then
existing) would no longer be true and accurate;
2 the Company has failed to comply with its obligations
under the Placing Agreement, the FSMA, the AIM Rules or other applicable law
in any respect which is material;
3 any statement contained in certain documents used in
connection with the Placing has become or been discovered to be untrue,
inaccurate or misleading in any respect which is material;
4 there shall have been, occurred or come into effect any
event or omission which (in the opinion of the Joint Brokers, acting in good
faith) is materially adverse in the context of Admission and/or the
Fundraising; or
5 there shall have occurred (in the opinion of the Joint
Brokers, acting in good faith) a material adverse change in, or any
development reasonably likely to involve a material adverse change, in, the
condition (financial, operational, legal or otherwise), or the earnings,
business, management, property, assets, rights, results or operations of the
Company or the Group (taken as a whole) which is material, whether or not
arising in the ordinary course of business.
By participating in the Placing (or Broker Option), each Placee agrees
with the Joint Brokers that the exercise by a Joint Brokers of any right
of termination or other discretion under the Placing Agreement shall be within
the absolute discretion of either Joint Broker and that either Joint
Broker need not make any reference to the Placees in this regard and that, to
the fullest extent permitted by law, neither the Company, neither Joint
Broker, any Joint Broker Affiliate nor any Company Affiliate shall have any
liability whatsoever to the Placees in connection with any such exercise or
failure to so exercise.
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 offering document or
prospectus has been or will be prepared in relation to the Placing (or Broker
Option) and no such prospectus is required (in accordance with the EU
Prospectus Regulation or the UK Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will be made
solely on the basis of the information contained in this Announcement. In the
United Kingdom, this Announcement is being directed solely at and distributed
and communicated solely to persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not apply.
Each Placee, by accepting a participation in the Placing (or Broker Option),
agrees that the content of this Announcement is exclusively the responsibility
of the Company and confirms to the Joint Brokers and the Company that it has
neither received nor relied on any information, representation, warranty or
statement made by or on behalf of either of the Joint Brokers (other than
the amount of the relevant Placing participation in the oral confirmation
given to Placees and the trade confirmation referred to below), any Joint
Broker Affiliate, any persons acting on its or their behalf or the Company or
any Joint Broker Affiliate and neither Joint Broker, any Joint Broker
Affiliate, any persons acting on their behalf, the Company, any Company
Affiliate nor any persons acting on their behalf will be liable for the
decision of any Placee to participate in the Placing (or Broker Option) based
on any other information, representation, warranty or statement which the
Placee may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing (or Broker
Option), each Placee acknowledges to and agrees with the Joint Brokers for
itself and as agent for the Company that, except in relation to the
information contained in this Announcement, it has relied on its own
investigation of the business, financial or other position of the Company in
deciding whether to participate in the Placing (or Broker Option). Nothing in
this paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the delivery versus payment mechanism
("DVP"), subject to certain exceptions. Each of the Joint Brokers reserve
the right to require settlement for and delivery of the Placing Shares to
Placees by such other means as they may deem necessary, including, without
limitation, if delivery or settlement is not possible or practicable within
the CREST system within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
The expected timetable for settlement in relation to Admission will be as
follows:
Trade Date 2 December 2024
Settlement Date 4 December 2024
ISIN Code GB00BYZSSY63
SEDOL BYZSSY6
CREST ID for Cavendish 601/KLCLT
CREST ID for Canaccord 805
Each Placee allocated Placing Shares will be sent either a contract note or a
trade confirmation stating the number of Placing Shares allocated to it, the
Issue Price, the aggregate amount owed by such Placee to the relevant Joint
Broker and settlement instructions. Placees should settle against
the applicable Cavendish CREST ID or Canaccord CREST ID shown above. It is
expected that such trade confirmation will be despatched on the expected trade
date shown above. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which it has in place
with the relevant Joint Broker.
It is expected that settlement will take place on the Settlement Date shown
above on a DVP basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by Cavendish or Canaccord.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
prevailing Sterling Overnight Index Average (SONIA) as determined by either
of the Joint Brokers.
Each Placee is deemed to agree that if it does not comply with these
obligations, either of the Joint Brokers may sell any or all of the Placing
Shares allocated to the Placee on such Placee's behalf and retain from the
proceeds, for their own account and profit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The Placee will, however,
remain liable for any shortfall below the aggregate amount owed by such Placee
and it may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) 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, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither Joint Broker nor the Company shall be
responsible for the payment thereof. Placees will not be entitled to receive
any fee or commission in connection with the Placing (or Broker Option).
Representations, warranties and terms
For the purposes of this section "Representations, warranties and terms", the
terms Placing and Placing Shares shall be construed to include the Broker
Option and the Broker Option Shares respectively, in the event that the Broker
Option is exercised.
By submitting a bid and/or participating in the Placing, each prospective
Placee (and any person acting on such Placee's behalf) represents, warrants,
undertakes, acknowledges, understands and agrees (for itself and for any such
prospective Placee) in favour of each of the Joint Brokers and the Company
that (save where the relevant Joint Broker expressly agrees in writing to
the contrary):
1 it has read and understood this Announcement in its
entirety (including this Appendix) and acknowledges that its participation in
the Placing and the issue of the Placing Shares will be governed by the terms
of this Announcement (including this Appendix);
2 no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and will not
receive a prospectus or other offering document in connection with the
Bookbuilding Process, the Placing or the Placing Shares or is required under
the EU Prospectus Regulation or the UK Prospectus Regulation;
3 it indemnifies on an after-tax basis and holds harmless
each of the Company, the Joint Brokers, Joint Broker Affiliates and Company
Affiliates and any person acting on their behalf from any and all costs,
losses, 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 in this Announcement
and further agrees that the provisions of this Announcement shall survive
after completion of the Placing;
4 the Placing Shares will be admitted to AIM and the Company
is therefore required to publish and has published certain business and
financial information in accordance with the AIM Rules and the UK version of
the Market Abuse Regulation (EU 596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and other
applicable laws and regulations (the "Exchange Information"), which includes
the Company's announcements and circulars published in the past 12 months, and
that the Placee is able to obtain or access this Exchange Information without
undue difficulty and is aware of and has reviewed the contents of the Exchange
Information;
5 none of either Joint Broker, any Joint Broker Affiliate or
any person acting on their behalf has provided, and will not provide, it with
any material or information regarding the Placing Shares or the Company; nor
has it requested either Joint Broker, nor any Joint Broker Affiliate nor any
person acting on their behalf to provide it with any such material or
information;
6 (i) neither of the Joint Brokers or any Joint Broker
Affiliate or any person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of either Joint Broker and that Joint Broker does not have any duties
or responsibilities to it (or any person acting on behalf of a Placee) for
providing the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings, agreements 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, and (ii) neither it nor, as the case may be, its
clients expect either Joint Broker to have any duties or responsibilities to
it similar or comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook
of Rules and Guidance, and that the Joint Brokers are not acting for it or its
clients, and that the Joint Brokers will not be responsible to any person
other than the Company for providing protections afforded to its clients;
7 the content of this Announcement is exclusively the
responsibility of the Company and that neither Joint Broker, nor any Joint
Broker Affiliate nor any person acting on their behalf will be responsible for
or shall have any liability for any information, representation or statement
relating to the Company contained in this Announcement or any information
previously published by or on behalf of the Company. Neither Joint Broker, nor
any Joint Broker Affiliate nor any person acting on their behalf will be
liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing to subscribe for the Placing Shares is contained in this
Announcement, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares, and that it has relied
on its own investigation with respect to the Placing Shares and the Company in
connection with its decision to subscribe for the Placing Shares and
acknowledges that it is not relying on any other information whatsoever and in
particular it is not relying on any investigation that either Joint Broker,
any Joint Broker Affiliate or any person acting on their behalf may have
conducted with respect to the Placing Shares or the Company and none of such
persons has made any representations to it, express or implied, with respect
thereto;
8 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It has had
sufficient time to consider and conduct its own investigation in connection
with its subscription for the Placing Shares, including all tax, legal and
other economic considerations and has relied upon its own examination of, and
due diligence on, the Company and the Group, and the terms of the Placing,
including the merits and risks involved;
9 unless paragraph 10 applies, it has neither received nor
relied on any inside information for the purposes of UK MAR and section 56 of
the Criminal Justice Act 1993 (the "CJA") in relation to the Company or its
participation in the Placing;
10 if it has received any inside information (for the purpose of
UK MAR and section 56 of the CJA) in relation to the Company and its
securities in advance of the Placing, it has consented to receive inside
information for the purposes of UK MAR and the CJA and it acknowledges that it
was an insider or a person who has received a market sounding for the purpose
of such legislation and it confirms that it has not: (a) dealt (or attempted
to deal) in the securities of the Company (or cancelled or amended an order in
relation thereto); (b) encouraged, recommended or induced another person to
deal in the securities of the Company (or to cancel or amend an order in
relation thereto); and (c) unlawfully disclosed inside information to any
person, in each case, prior to the information being made publicly available;
11 it is not entitled to rely on any information (including,
without limitation, any information contained in any management presentation
given in relation to the Placing) other than that contained in this
Announcement (including this Appendix) and any Exchange Information and
represents and warrants that it has not relied on any representations relating
to the Placing, the Placing Shares or the Company other than the information
contained in this Announcement or in any Exchange Information;
12 it has not relied on any information relating to the Company
contained in any research reports prepared by either of the Joint Brokers or
any Joint Broker Affiliate or any person acting on their behalf and
understands that (i) neither Joint Broker, nor any Joint Broker Affiliate nor
any person acting on their behalf has or shall have any liability for any
public information relating to the Company; (ii) neither Joint Broker, nor any
Joint Broker Affiliate, nor any person acting on their behalf has or shall
have any liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) neither Joint Broker, nor any Joint
Broker Affiliate, nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of publication, the date
of this Announcement or otherwise;
13 it: (i) is entitled to acquire the Placing Shares for which
it is subscribing under the laws and regulations of all relevant jurisdictions
which apply to it; (ii) has fully observed such laws and regulations and
obtained all such governmental and other guarantees and other consents and
authorities (including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree to the
terms set out or referred to in this Appendix) which may be required or
necessary in connection with its subscription for Placing Shares and its
participation in the Placing and has complied with all other necessary
formalities in connection therewith; (iii) has all necessary capacity and
authority to commit to participation in the Placing and to perform its
obligations in relation thereto and will honour such obligations; (iv) has
paid any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the Placing in any
territory; and (v) has not taken any action which will or may result in the
Company, either Joint Broker or any Joint Broker Affiliate or Company
Affiliate or any person acting on their behalf being in breach of the legal
and/or regulatory requirements of any territory in connection with the
Placing;
14 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;
15 it understands that the Placing Shares have not been and will
not be registered under the Securities Act or under the securities laws of any
state or other jurisdiction of the United States and are not being offered or
sold within the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act;
16 its acquisition of the Placing Shares has been or will be
made in an "offshore transaction" as defined in and pursuant to Regulation S;
17 it will not offer or sell, directly or indirectly, any of the
Placing Shares in the United States except in accordance with Regulation S or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
18 if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation: (a) any Placing Shares acquired
by it in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the United
Kingdom or to which the UK Prospectus Regulation otherwise applies other than
UK Qualified Investors or in circumstances in which the prior consent of a
Joint Broker has been given to the offer or resale; or (ii) where Placing
Shares have been acquired by it on behalf of persons in the United Kingdom
other than UK Qualified Investors, the offer of those Placing Shares to it is
not treated under the UK Prospectus Regulation as having been made to such
persons;
19 if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation: (i) the Placing Shares acquired
by it in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any member state
of the EEA or to which the EU Prospectus Regulation otherwise applies other
than EU Qualified Investors or in circumstances in which the prior consent of
a Joint Broker has been given to the offer or resale; or (ii) where Placing
Shares have been acquired by it on behalf of persons in any member state of
the EEA other than EU Qualified Investors, the offer of those Placing Shares
to it is not treated under the EU Prospectus Regulation as having been made to
such persons;
20 it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA or the United
Kingdom except in circumstances falling within Article 1(4) of the EU
Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation which do
not result in any requirement for the publication of a prospectus pursuant to
Article 3 of the EU Prospectus Regulation or Article 3 of the UK Prospectus
Regulation;
21 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 it is permitted to do
so pursuant to section 21 of FSMA and agrees that this Announcement has not
been approved by either Joint Broker in their 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 financial promotion
by an authorised person;
22 it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving, the United Kingdom;
23 it has complied with its obligations: (i) under the CJA and
UK MAR; (ii) in connection with the laws of all relevant jurisdictions which
apply to it and it has complied, and will fully comply, with all such laws
(including where applicable, the Criminal Justice Act 1988, the Terrorism Act
2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2006, the Counter-Terrorism Act 2008
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017) and that it is not a person: (a)
with whom transactions are prohibited under the Foreign Corrupt Practices Act
1977 or any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S. Department of
the Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the European Union or
a regulation adopted by the United Nations ((i), (ii), (a) and (b), together,
the "Regulations") and rules and guidance on anti-money laundering produced by
the Financial Conduct Authority ("FCA") and, if it is 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;
and it is permitted to subscribe for Placing Shares in accordance with the
laws of all relevant jurisdictions which apply to it and it has complied, and
will fully comply, with all such laws (including where applicable, the
Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006, the
Counter-Terrorism Act 2008, the Proceeds of Crime Act 2002 (as amended) and
the Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017);
24 if in the United Kingdom, (a) it is a person having
professional experience in matters relating to investments who falls within
the definition of "investment professionals" in Article 19(5) of the FPO, or
(b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations etc.") of the FPO and (c) it is a UK
Qualified Investor and (d) it is a person to whom this Announcement may
otherwise lawfully be communicated;
25 its participation in the Placing does not require prior
approval of the FCA under the FCA 'controller regime' as set out at section
178 of FSMA;
26 if it is within a member state of the European Economic Area,
it is an EU Qualified Investor;
27 (A) if resident in or otherwise subject to the applicable
securities laws of a province of Canada other than Ontario, it is an
"accredited investor", as such term is defined in National Instrument 45-106
entitled "Prospectus Exemptions" ("NI 45-106") promulgated under applicable
securities legislation in such jurisdictions; or (B) if resident in or
otherwise subject to the applicable securities laws of Ontario, it is an
"accredited investor", as such term is defined in Section 73.3(1) of the
Securities Act (Ontario), by virtue of satisfying the indicated criterion as
set out in Appendix "A" to this Representation Letter; or (C) if resident in a
province of Canada, it is a person to whom the Placing or Broker Option may
lawfully be addressed;
28 as far as it is aware it is not acting in concert (within the
meaning given in the City Code on Takeovers and Mergers (the "City Code"))
with any other person in relation to the Company that would result in an offer
being required to be made by it or any person with whom it is acting in
concert pursuant to Rule 9 of the City Code as a result of its participation
in the Placing;
29 it (and any person acting on its behalf) has the funds to pay
for the Placing Shares for which it has agreed to subscribe and it will pay
for the Placing Shares acquired by it in accordance with this Announcement and
with any trade confirmation sent by a Joint Broker (or on their behalf) to it
in respect of its allocation of Placing Shares and its participation in the
Placing on the due time and date set out herein against delivery of such
Placing Shares to it, failing which the relevant Placing Shares may be placed
with other Placees or sold as the Joint Brokers may, in their absolute
discretion, determine and it will remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing Shares and
may be required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
30 neither Joint Broker, nor any Joint Broker Affiliate nor any
person acting on their behalf is making any recommendations to it or advising
it regarding the suitability or merits of any transaction it may enter into in
connection with the Placing, and acknowledges that neither Joint Broker, nor
any Joint Broker Affiliate nor any person acting on their behalf has any
duties or responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise or
performance of any of the Joint Broker's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any termination
right contained therein;
31 (i) the person whom it specifies for registration as holder
of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as
the case may be, (ii) neither Joint Broker nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement and (iii) the Placee and any person acting
on its behalf agrees to acquire the Placing Shares on the basis that the
Placing Shares will be allotted to the CREST stock account of the relevant
Joint Broker which will hold them as settlement agent as nominee for the
Placee until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made simultaneously
upon receipt of the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
32 any agreements entered into by it pursuant to these terms and
conditions, and any non-contractual obligations arising out of or in
connection with such agreements, shall be governed by and construed in
accordance with the laws of England and Wales 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 courts of England and Wales as regards any
claim, dispute or matter arising out of any such contract;
33 it irrevocably appoints any director of either Joint Broker
as its agent for the purposes 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 agreed to be taken up by
it under the Placing;
34 it is not a resident of any Restricted Jurisdiction and
acknowledges that the Placing Shares have not been and will not be registered
nor will a prospectus be cleared in respect of the Placing Shares under the
securities legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced, delivered or
transferred, directly or indirectly, within any Restricted Jurisdiction;
35 any person who confirms to a Joint Broker on behalf of a
Placee an agreement to subscribe for Placing Shares and/or who authorises that
Joint Broker to notify the Placee's name to the Company's registrar, has
authority to do so on behalf of the Placee;
36 the agreement to settle each Placee's acquisition of Placing
Shares (and/or the acquisition of a person for whom it is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the settlement
relating only to an acquisition by it and/or such person direct from the
Company of the Placing Shares in question. Such agreement assumes that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor either Joint
Broker will be responsible. If this is the case, the Placee should take its
own advice and notify the relevant Joint Broker accordingly;
37 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
38 when a Placee or any person acting on behalf of the Placee is
dealing with a Joint Broker, any money held in an account with that Joint
Broker 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. The Placee acknowledges that the money will
not be subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated in accordance with the client
money rules and will be used by that Joint Broker in the course of its
business; and the Placee will rank only as a general creditor of that Joint
Broker (as the case may be);
39 in order to ensure compliance with the Criminal Justice Act
1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001,
the Proceeds of Crime Act 2002 (as amended) the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017, and, to the
extent applicable, any related or similar rules, regulations of any body
having jurisdiction in respect thereof and the Money Laundering Sourcebook of
the FCA, the Joint Brokers (for themselves 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 a Joint Broker
or the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be retained at
that Joint Broker's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at the Joint
Broker's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity, either Joint Broker (for themselves and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, the relevant Joint Broker 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;
40 the Company, the Joint Brokers, and others will rely upon the
truth and accuracy of the foregoing representations, warranties, agreements,
undertakings and acknowledgements;
41 the basis of allocation will be determined by the Joint
Brokers and the Company at their absolute discretion and that the right is
reserved to reject in whole or in part and/or scale back any participation in
the Placing;
42 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 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;
43 irrevocably authorises the Company and the Joint Brokers to
produce this Announcement pursuant to, in connection with, or a may be
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
44 its 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 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 conduct of the Placing;
45 time is of the essence as regards its obligations under this
Appendix;
46 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to the Joint Brokers;
47 it will be bound by the terms of the Articles;
48 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise validly
forms a part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire shares pursuant to the Placing will
be governed by and construed in accordance with the laws of England and Wales
and it submits to the exclusive jurisdiction of the courts of England and
Wales in relation to any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or the Joint Brokers 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;
49 it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for one or more
investor accounts, it is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such account;
and
50 its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any circumstances.
The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company and the Joint
Brokers (for their own benefit and, where relevant, the benefit of any Joint
Broker Affiliate or Company Affiliate and any person acting on their behalf)
and are irrevocable.
No claim shall be made against the Company, the Joint Brokers, any Joint
Broker Affiliate, any Company Affiliate, or any other person acting on behalf
of any of such persons by a Placee to recover any damage, cost, loss, charge
or expense which it may suffer or incur by reason of or arising from or in
connection with the performance of its obligations hereunder or otherwise
howsoever in connection with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor either Joint
Broker will be responsible and the Placee to whom (or on behalf of whom, or
in respect of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on
an after-tax basis and to hold harmless the Company and each Joint Broker in
the event that any of the Company or any Company Affiliate or a Joint
Broker or any Joint Broker Affiliate has incurred any such liability to stamp
duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the UK by them or any
other person on the acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to amendment. The
Joint Brokers shall notify the Placees and any person acting on behalf of the
Placees of any such changes.
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.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges
that the Joint Brokers do not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
The Joint Brokers, which are authorised and regulated in the United Kingdom by
the FCA, is acting for the Company and for no one else in connection with the
Placing and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing or Admission and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of the Joint Brokers or for affording advice
in relation to the Placing or Admission, or any other matters referred to
herein.
Each Placee and any person acting on behalf of a Placee acknowledges and
agrees that the Joint Brokers or any Joint Broker Affiliate may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares.
The rights and remedies of the Joint Brokers and the Company under these
terms and conditions 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.
Each Placee may be asked to disclose in writing or orally to Cavendish or
Canaccord and, if so, undertakes to provide:
1 if he/she is an individual, his nationality;
2 if he/she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned; and
3 such other "know your client" information as Cavendish or
Canaccord may reasonably request.
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.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or
"pence" are to the lawful currency of the UK.
"Admission" means admission of the Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules.
"AIM" means the market of that name operated by the London Stock Exchange.
"Announcement" means this announcement including, but not limited to, the
Appendix and the information contained therein.
"Appendix" means the appendix to this Announcement.
"BHP" means BHP Community Limited.
"BPVA" means BPVA (Ireland) Limited.
"Broker Option" means a broker option to subscribe for the Broker Option
Shares being exercisable from the time and date of publication of the
publication of this Announcement until approximately midday on 22 November
2024.
"Canaccord" means Canaccord Genuity Limited, a company incorporated in England
and Wales with registered number 01774003 whose registered office is at 88
Wood Street 10(th) Floor, London, EC2V 7QR.
"Cavendish" means Cavendish Capital Markets Limited, a company incorporated
in England and Wales with registered number 06198898 and for the purpose of
trade settlement in the Placing means, Cavendish Securities plc, a company
incorporated in England and Wales with registered number 05210733, in each
case whose registered office is at 1 Bartholomew Close, London EC1A 7BL..
"Company" means Duke Capital Limited, registered in Guernsey with number
54697 whose registered office is at Ground Floor, Cambridge House, Le Truchot,
St Peter Port, Guernsey, GY1 1WD.
"Extraordinary Resolution" means the resolution to be proposed at the
Extraordinary General Meeting of the Company to be held on 3 December 2024
contained in the notice of general meeting set out at the end of the circular
to be published by the Company in relation to the Fundraising.
"Fabrikat" means Meteor Bidco Limited c/o Fabrikat (Nottingham) Limited.
"FCA" means the UK Financial Conduct Authority.
"Fundraising" means the Placing, the Subscription, the Broker Option and the
Retail Offer.
"FSMA" means the Financial Services and Markets Act 2000 (as may be amended
from time to time).
"Group" means the Company and its subsidiaries.
"Intermediaries" means any financial intermediary that is appointed by
Cavendish in connection with the Retail Offer and "Intermediary" shall mean
any one of them.
"Issue Price" means 27.5 pence per Placing Share.
"Joint Brokers" means each of Cavendish and Canaccord.
"London Stock Exchange" means London Stock Exchange plc.
"New Shares" means together the Placing Shares, the Subscription Shares, the
Broker Option Shares and the Retail Offer Shares.
"Ordinary Shares" means ordinary shares of no par value in the capital of the
Company.
"Placees" means subscribers for the Placing Shares.
"Placing" means the placing of the Placing Shares at the Issue Price with the
Placees pursuant to the terms set out in the Placing Agreement and in
accordance with the placing terms set out in this Appendix.
"Placing Agreement" means the agreement dated 14 November 2024 and entered
into between the Joint Brokers and the Company relating to the Fundraising.
"Placing Shares" means the new Ordinary Shares to be issued and allotted to
Placees pursuant to the Placing, subject to the passing of the Extraordinary
Resolution at the Extraordinary General Meeting (and includes, unless the
context requires otherwise, any Broker Option Shares to be issued and allotted
pursuant to the Broker Option, if exercised).
"Retail Investors" means new and 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 Offer Shares.
"Retail Offer" means the offer of Retail Offer Shares to Retail Investors,
through Intermediaries on the BookBuild platform, on the terms of the retail
offer announcement which is expected to be released by the Company shortly
following the release of this Announcement.
"Retail Offer Shares" means the Ordinary Shares to be issued by the Company
under the terms of the Retail Offer.
"Subscribers" means those persons who subscribe for Subscription Shares.
"Subscription" means the subscription by the Subscribers for the Subscription
Shares as described in this Announcement.
"Subscription Shares" a minimum of 5,709,089 new Ordinary Shares to be issued
pursuant to the Subscription.
"UGG" mean United Glass Group Ltd.
"UK" or "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland.
"US" means the United States of America, its territories and possessions, any
state of the United States, and the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEKZMMMVDRGDZMRecent news on Duke Capital
See all newsREG - Duke Capital - Follow-On Investment into Existing Capital Partner
AnnouncementREG - Duke Capital - Trading and Operational Update
AnnouncementREG - Duke Capital - Interim Dividend and Dividend Declaration
AnnouncementREG - Duke Capital - Follow-On Investment into BPVA (Ireland) Limited
AnnouncementREG - Duke Capital - Trading and Operational Update
Announcement