REG - Duke Royalty Limited - Placing to raise a minimum of £15 million
10/05/2022 16:45
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RNS Number : 9992K Duke Royalty Limited 10 May 2022
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HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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,
CANADA, 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.
10 May 2022
Duke Royalty Limited
("Duke Royalty", "Duke" or the "Company")
Placing to raise a minimum of £15 million
PrimaryBid Offer to raise up to £1.5 million
at a price of 35 pence per share
and
Notice of Extraordinary General Meeting
Duke Royalty Limited (AIM: DUKE), a provider of long term alternative capital
solutions to a diversified range of private, owner-managed SME businesses in
Europe and abroad, is pleased to announce a proposed Placing by way of an
accelerated bookbuild to raise a minimum of £15 million (before expenses) via
a conditional placing of new Ordinary Shares ("Placing Shares") at the issue
price of 35 pence per share ("Issue Price") to new and existing institutional
investors (the "Placing") for further capital deployments into the Company's
existing Royalty Partners deploying a buy and build acquisition strategy, and
new opportunities.
Furthermore, the Company is seeking to raise up to an additional £1.5 million
via PrimaryBid (the "PrimaryBid Offer" and together with the Placing, the
"Fundraise") in order to provide other investors who may not have taken part
in the Placing, with an opportunity to participate in the Fundraising.
Cenkos Securities plc and Canaccord Genuity Limited are acting as Joint
Bookrunners in relation to the Placing.
Transaction Highlights
· The Company is conducting a conditional Placing to raise a
minimum of £15 million via the Placing of the Placing Shares at the Issue
Price.
· The Placing is to be conducted by way of an accelerated bookbuild
process which will commence immediately following this Announcement and will
be subject to the terms and conditions set out in the Appendix to this
Announcement.
· Proposing to raise up to a further £1.5 million via the
PrimaryBid Offer, which shall remain open until 10 May 2022.
· The net proceeds from the Fundraising are intended to be used to
invest further capital into existing Royalty Partners deploying a buy and
build acquisition strategy, and new opportunities.
· Completion of the Fundraising is conditional, inter alia, upon
Shareholder approval at the Extraordinary General Meeting to be held on or
around 26 May 2022.
· The Issue Price represents a discount of approximately 9.7 per
cent. to the closing mid-market price on 9 May 2022, being the latest
practicable date before this Announcement.
· The Joint Bookrunners reserve the right, by agreement with the
Company, to increase the size of the Placing to accommodate additional demand.
A circular, containing further details of the Fundraising and notice of the
Extraordinary General Meeting to be held at 11.00 a.m. on 26 May 2022 to,
inter alia, approve the resolution required to implement the Fundraising, is
expected to be published and despatched to Shareholders on 11 May 2022 (the
"Circular"). Following its publication, the Circular will be available on
the Group's website at https://www.dukeroyalty.com/investors
(https://www.dukeroyalty.com/investors)
Neil Johnson, CEO of Duke Royalty, said:
"Over recent months, we have been focused on executing on the exciting growth
opportunities presented by our existing Royalty Partners who continue to
benefit from the flexible capital solution that we offer. The Fundraising
means that we can facilitate several of our Royalty Partners in pursuing their
buy and build acquisition strategies, while also looking to build our new
royalty partners within our pipeline.
"As we reported in our Q4 trading update, normalised cash revenue for Q1
FY2023 is expected to be £5.0 million, a significant increase year-on-year,
and the board remains confident that trading results for the full year ending
31 March 2022 will be in line with market guidance. This fundraise is intended
to fuel further growth and diversification, therefore with this in mind, we
are delighted to invite other investors to participate alongside institutions
through the PrimaryBid Offer."
For further information, please visit www.dukeroyalty.com
(http://www.dukeroyalty.com) or contact:
Duke Royalty Limited Neil Johnson / Charlie Cannon Brookes / Hugo Evans +44 (0) 1481 730 613
Cenkos Securities plc Stephen Keys / Callum Davidson / Dan Hodkinson / Julian Morse / Michael +44 (0) 207 397 8900
Johnson
(Nominated Adviser
and Joint Broker)
Canaccord Genuity Adam James / Sam Lucas / Georgina McCooke +44 (0) 207 523 8000
(Joint Broker)
SEC Newgate (PR) Elisabeth Cowell + +44 (0) 20 3757 6880 dukeroyalty@secnewgate.co.uk
About Duke Royalty
Duke Royalty Limited provides alternative capital solutions to a diversified
range of profitable and long-established businesses in Europe and abroad.
Duke Royalty's experienced team provide financing solutions to private
companies that are in need of capital but whose owners wish to maintain equity
control of their business. Duke Royalty's royalty investments are intended to
provide robust, stable, long term returns to its shareholders. Duke Royalty is
listed on the AIM market under the ticker DUKE and is headquartered
in Guernsey.
Expected Timetable of Principal Events
2022
Announcement of the Placing and PrimaryBid Offer 10 May
Announcement of the result of the Placing 11 May
PrimaryBid Offer closes 9.00 p.m. on 10 May
Announcement of the results of the PrimaryBid Offer 11 May
Despatch of the Circular to Shareholders 11 May
Latest time and date for receipt of proxy voting instructions 11.00 a.m. on 24 May
Extraordinary General Meeting 11.00 a.m. on 26 May
Results of the Extraordinary General Meeting announced 26 May
Admission and dealings in the New Ordinary Shares expected to 8.00 a.m. on 27 May
commence on AIM
Where applicable, expected date for CREST accounts to be credited in respect 27 May
of New Ordinary Shares in uncertificated form
Where applicable, expected date for despatch of definitive share within 14 days of Admission
certificates for New Ordinary Shares in certificated form
Notes:
References to times in this Announcement 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 Announcement 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
Duke is a provider of long term alternative capital solutions to a diversified
range of private, owner-managed SME businesses in Europe and abroad. Since
inception, the Company has grown its current portfolio to 13 Royalty Partners,
providing exposure to 48 operating companies across a multitude of sectors.
The Company's model is based on capital preservation through long term
participating loans to SMEs coupled with minority equity participations, and
seeks to offer attractive yields to Shareholders through revenue from monthly
cash distributions.
The Directors believe that Duke's track record over the past five years has
proven itself as a leader of corporate royalty finance in the UK and Europe
and, importantly, evidenced the utility that its long-term alternative
financing model brings to SMEs. The Covid-19 pandemic has demonstrated the
downside protection offered by Duke's flexible model and its ability to
preserve capital during a crisis. Through a combination of previously
announced equitization, forbearance and investment activity from Duke,
portfolio companies received tailored support through difficult trading
conditions.
Since the Covid-19 pandemic, the Company's portfolio has delivered six
quarters of growth based on aggregate cash revenues payable to the Company by
its Royalty Partners, comprised of monthly cash distributions as well as gains
on the sale of equity assets plus buyout premiums. As reported in its fourth
quarter trading update to 31 March 2022, Duke saw record quarterly cash
receipts of £6.7 million, representing a 37% increase over the previous
record quarterly amount. On a normalised basis, which excludes buyout premiums
and gains from the sale of equity stakes, the portfolio generated £4.7
million.
The Directors consider that Duke's portfolio is very well positioned as it
enters FY23 and, based on current trading, the Company expects Q1 FY23
normalised cash revenue to increase to £5.0 million. The Group has increased
the quantum of annual deployments made to Royalty Partners from £20m in FY20
to £75m in FY22. During the same period, Duke has seen its average portfolio
cash yield(1) increase from 12.2% to 12.9% currently, which recovered from a
temporary reduction in yield to 9.4% during FY21 following the pandemic.
Across the portfolio, Duke is currently receiving 96% of its contracted cash
revenues being made by Royalty Partners and the portfolio's overall debt
service coverage ratio has increased from 1.7x in FY20 to 2.2x currently.(2)
(1)Represents current monthly contracted cash distributions from all Royalty
Partners as a percentage of Duke's investments into those partners
(2)Represents Royalty Partners' monthly EBITDA divided by their monthly
royalty payments due to Duke
Duke continues to pay dividends to Shareholders, and Q4 saw a second
consecutive quarterly dividend rise, increasing 17% from 0.60 pence to 0.70
pence per quarter. Duke remains committed to continuing to grow quarterly
dividends, which have historically yielded between 5% and 7%. The Board is
confident that the trading results for the full year ending 31 March 2022 will
be in-line with market guidance and it expects to announce the Company's
audited results in September 2022.
Whilst the current economic environment presents challenges through supply
chain disruption, rising inflation and the war in Ukraine, the Board believes
that the Company will continue to demonstrate resilience in difficult market
conditions and does not expect a material disruption to the performance of its
portfolio as a result of these pressures. During 2021, the Company's Royalty
Partners have worked to mitigate the impact from price increases and stock
interruptions. Whilst the war in Ukraine is having an indirect inflationary
impact on certain cost of goods, it has no direct trading impact on any of
Duke's Royalty Partners. The nature of Duke's annual yield adjustments, which
are linked to underlying companies' revenue performance, also ensures a degree
of protection from inflation increases, as the adjustments are derived from
the movement in audited top line revenue of the underlying Royalty Partners.
Having proven the resilience of its investment thesis, the Company is now
focused on increasing the scale of its portfolio and accelerating its first
mover advantage in the UK and European Royalty Financing sector. The success
of existing Royalty Partners has engendered significant opportunities for
follow-on investments alongside new opportunities identified within Duke's
pipeline. The Company's flexible model continues to be attractive to SMEs
operating 'buy and build' acquisition strategies employed by many of its
Royalty Partners, as evidenced through the numerous follow-on investments
announced by the Company over the past few quarters. In addition, the Company
is currently evaluating 26 new investment opportunities in its pipeline which
could require an estimated £250m of investment but will continue to be
selective in adding new royalty partners.
Use of proceeds of the Fundraising
Duke is seeking to conditionally raise a minimum of £15 million (before
expenses) through the Placing via an accelerated bookbuild process, which
remains conditional on the passing of the Extraordinary Resolution and
Admission. The Group is also seeking to raise up to an additional £1.5
million (gross) through the PrimaryBid Offer. The Joint Bookrunners reserve
the right, by agreement with the Company, to increase the size of the Placing
to accommodate additional demand.
The net proceeds from the Fundraising are intended to be used to invest
further capital into existing Royalty Partners deploying a buy and build
acquisition strategy, and new opportunities.
The Directors believe that as the portfolio expands and delivers increased
cash receipts from Royalty Partners, the Company's stable and relatively fixed
cost base, will significantly increase free cash flow generation due to the
Company's high level of operating leverage. The Company's core operating
costs(3) as a percentage of normalised cash revenues have decreased from 27%
in Q2 FY21 to 13% in Q4 FY22. Furthermore, the Directors believe that there is
significant additional value to be generated for Shareholders from potential
buyout premiums inherent within Duke's current portfolio, which is not
currently reflected in the Company's audited net asset value, as well as
potential upside from the realisation of minority equity stakes as Duke's
Royalty Partners ultimately exit their investments.
(3)Core operating costs refers to cash operating expenses less variable
performance awards
Details of the Placing
The Company is seeking to raise a minimum of £15 million (before expenses)
through the placing of a minimum of 42,857,143 Placing Shares via an
accelerated bookbuild in accordance with the terms and conditions set out in
the Appendix to this Announcement. 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 Group and the Joint Bookrunners. The Joint Bookrunners
reserve the right, by agreement with the Company, to increase the size of the
Placing to accommodate additional demand. A further announcement will be made
following closing of the accelerated bookbuild, confirming the final details.
The Issue Price of 35 pence per Placing Share represents a discount of 9.7 per
cent. to the closing middle market price of 38.8 pence on 9 May 2022, being
the last day prior to the announcement of the Placing. The Placing is
conditional inter alia on the passing of the Extraordinary Resolution at the
Extraordinary General Meeting and also on Admission occurring no later than
8.00 a.m. on 27 May 2022 (or such later date as the Company, Cenkos and
Canaccord may agree, being no later than 10 June 2022).
Placing Agreement
Pursuant to the Placing Agreement, the Joint Bookrunners 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 Bookrunners 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 Bookrunners and the obligations of the Joint
Bookrunners under the Placing Agreement in connection with the Placing are
conditional, inter alia, upon:
(a) the Extraordinary 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 27 May 2022 or
such later time and/or date as the Company and Cenkos may agree, being not
later than 8.00 a.m. on 10 June 2022.
The Joint Bookrunners may terminate the Placing Agreement in certain
circumstances, if, inter alia, the Company has failed to comply with any of
its obligations under the Placing Agreement; if there is a material adverse
change in the financial or trading position or prospects of the Company or the
Group; or if there is a change in financial, political, economic or stock
market conditions, which in their reasonable opinion (acting in good faith) is
or would be materially prejudicial to the successful outcome of the Placing.
Directors' participation
Certain Directors and their related parties intend to subscribe for, in
aggregate, 1,500,000 Placing Shares in the Placing. A further announcement
will be made in due course regarding their respective participations.
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 PrimaryBid Offer
The Company is seeking to raise up to £1.5 million (before expenses) through
the issue of up to 4,285,715 PrimaryBid Shares at the Issue Price.
The PrimaryBid Offer, will allow investors to participate in the Fundraising
by subscribing via PrimaryBid.com
The PrimaryBid Offer remains conditional on the Placing being or becoming
wholly unconditional.
The New Ordinary Shares issued pursuant to the PrimaryBid
(https://fedownload.perfectinfo.com/ris/default.aspx?docid=85280594&userid=143344&searchid=0&costcode=CostcodeAcc&hitwords=primarybid&prodid=300&sig=61AA5B8295779B8620F7A4283D63CADC&solrQuery=1#hit26)
Offer will be free of all liens, charges and encumbrances and will, when
issued and fully paid, rank pari passu, in all respects with the Existing
Ordinary Shares including the right to receive dividends and other
distributions declared following Admission.
The PrimaryBid Offer is not underwritten. The PrimaryBid Offer will close at
9.00 p.m. on 10 May 2022 although may close early if it is oversubscribed.
The Company is relying on an available exemption against the need to publish a
prospectus approved by the FCA.
A further announcement will be made shortly by the Company regarding further
details of the PrimaryBid Offer and how investors may participate.
Investors should make their own investigations into the merits of an
investment in the Company.
It should be noted that a subscription for PrimaryBid Shares and investment in
the Company carries a number of risks. Investors should consider the risk
factors set out on PrimaryBid.com before making a decision to subscribe for
PrimaryBid Shares. Investors should take independent advice from a person
experienced in advising on investment in securities such as the PrimaryBid if
they are in any doubt.
Settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that subject to the
passing of the Extraordinary Resolution, Admission will become effective at
8.00 a.m. on 27 May 2022.
Extraordinary General Meeting
The Extraordinary General Meeting of the Company is to be held at 11.00 a.m.
on 26 May 2022 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.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Admission Admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies as amended from time to time
Articles the current articles of incorporation of the Company
Canaccord Canaccord Genuity Limited, the Company's joint broker and joint bookrunner in
relation to the Placing (company number: 01774003), whose registered office is
at 88 Wood Street, London, EC2V 7QR
Cenkos Cenkos Securities plc, the Company's Nominated Adviser, joint broker and joint
bookrunner in relation to the Placing (company number: 05210733), whose
registered office is at 6 7 8 Tokenhouse Yard, London, EC2R 7AS
certificated form or in certificated form an Ordinary Share recorded on a company's share register as being held in
certificated form (namely, not in CREST)
Companies Law The Companies (Guernsey) Law 2008
Company or Duke Duke Royalty Limited
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
CREST Regulations the Uncertificated Securities (Guernsey) Regulations 2009
Directors or Board the members of the board of the Company from time to time
Enlarged Share Capital the issued Ordinary Shares immediately following Admission
Euroclear Euroclear UK & International Limited, the operator of CREST
Existing Ordinary Shares the 358,803,360 ordinary shares of no par value in the capital of the Company
on the Last Practicable Date
Extraordinary General Meeting, EGM or Meeting the extraordinary general meeting of the Company (or any adjournment thereof)
to be held in connection with the Fundraising on 26 May 2022, notice of which
will be set out in the appendix to the Circular
Extraordinary Resolution an extraordinary resolution of the Company to be proposed at the Extraordinary
General Meeting to disapply pre-emption rights in connection with the issue of
the New Ordinary Shares
FCA the UK Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000 (as amended)
Fundraising the Placing and the PrimaryBid Offer
Group the Company and its Subsidiaries
Issue Price 35 pence per New Ordinary Share
Joint Bookrunners Cenkos and Canaccord
London Stock Exchange London Stock Exchange plc
Money Laundering Regulations The Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017, together with its Guernsey equivalent, the
Handbook on Countering Financial Crime and Terrorist Financing, 2018
New Ordinary Shares the Ordinary Shares to be issued pursuant to the Fundraising
Notice of EGM or Notice of Extraordinary General Meeting the notice of EGM to be set out in the appendix to the Circular
Ordinary Shares ordinary shares of no par value in the capital of the Company
Placing the conditional placing of the Placing Shares by the Joint Bookrunners, as
agents on behalf of the Company, pursuant to the Placing Agreement, further
details of which are set out in this Announcement
Placing Agreement the conditional agreement dated 10 May 2022 and made between Cenkos, Canaccord
and the Company in relation to the Placing, further details of which are set
out in this Announcement
Placing Shares a minimum of 42,857,143 new Ordinary Shares to be placed with institutional
and certain other investors at the Issue Price pursuant to the Placing
PrimaryBid Offer the offer of New Ordinary Shares at the Issue Price to be made to investors
through the PrimaryBid platform
PrimaryBid Shares up to 4,285,715 new Ordinary Shares to be offered pursuant to the PrimaryBid
Offer
Prospectus Regulation Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law
pursuant to The European Union (Withdrawal) Act 2018 (EUWA) (as amended by the
European Union (Withdrawal Agreement) Act 2020)
Prospectus Rules the prospectus rules made by the FCA pursuant to section 73A of the FSMA
Registrars Computershare Investor Services (Guernsey) Limited
Regulatory Information Service has the meaning given in the AIM Rules for Companies
Royalty Partners any of the Company's portfolio companies into which it has provided financing
Shareholders or Members holders of Ordinary Shares
uncertificated or in uncertificated form an Ordinary Share recorded on a company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
IMPORTANT NOTICE
This Announcement, including the Appendix and the information contained herein
is not for release, publication or distribution, directly or indirectly, in
whole or in part, in or into or from the United States, Canada, Australia
(save to professional investors and sophisticated investors), Japan or the
Republic of South Africa, or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction (the "Restricted Jurisdictions").
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The Placing Shares
referred to herein have not been and will not be registered under the
Securities Act and may not be offered or sold in the United States, expect
pursuant to an applicable exemption from registration. No public offering of
Placing Shares is being made in the United States.
This Announcement does not constitute or form part of an offer to sell or
issue or a solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation, the
Restricted Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the information
contained in it is 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 or the Joint Bookrunners or any of
their respective directors, officers, partners, agents, employees or
affiliates 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 restrictions contained in this
Announcement.
This Announcement is directed only at: (a) persons in member states of the
European Economic area who are "qualified investors", as defined in article 2
(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"), (b) if in
the United Kingdom, persons who (i) have professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO") or fall within the
definition of "high net worth companies, unincorporated associations etc." in
Article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of the Financial Services and Markets Act 2000, as
amended ("FSMA") or (c) persons to whom it may otherwise lawfully be
communicated (each, a "Relevant Person"). No other person should act on or
rely on this Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the terms of this
announcement, investors represent and agree that they are a Relevant Person.
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement or the Placing relate is available only to Relevant Persons and
will be engaged in only with Relevant Persons. As regards all persons other
than Relevant Persons, the details of the Placing set out in this Announcement
are for information purposes only.
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.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by the Joint Bookrunners or any other
person authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
(in accordance with the Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the UK Financial Conduct Authority ("FCA"), the London Stock
Exchange or applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast 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 Group.
Cenkos and Canaccord, each of which are authorised and regulated in the United
Kingdom by the FCA, are acting for the Company and for no one else in
connection with the Placing and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of Cenkos and
Canaccord or for providing advice in relation to the Placing, or any other
matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by or on behalf of the Company, Cenkos, or Canaccord or by their affiliates or
their respective agents, directors, officers and employees as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than to trading on AIM.
The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each person who is invited to and
who chooses to participate in the Placing by making or accepting 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
on the terms and subject to the conditions set out in this Announcement and to
be providing the representations, warranties, undertakings and
acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.
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.
Notice to distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a product
approval process, which has determined that the Ordinary 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 UK Product Governance Requirements; and (ii) eligible for
distribution through all distribution channels as are permitted by UK Product
Governance Requirements (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Ordinary Shares may decline and investors could lose
all or part of their investment; the Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the Ordinary Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Cenkos and Canaccord are only procuring investors in the United
Kingdom which meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the Ordinary Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Ordinary Shares
and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "EU Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that such securities are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target Market
Assessment").
Notwithstanding the EU Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market,
Assessment, Cenkos and Canaccord are only procuring investors in the European
Union who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability of appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE
TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO
ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2 (E) OF THE REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"), AND (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
UK VERSION OF THE REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION WITHDRAWAL ACT 2018 (THE "UK PROSPECTUS
REGULATION") AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF
"HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE
49(2)(A) TO (D) OF THE FPO OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (EACH, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT ON OR
RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS
ANNOUNCEMENT, INVESTORS REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON.
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO, RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH RELEVANT PERSONS.
(a) Introduction
These terms and conditions apply to persons making an offer to acquire Placing
Shares under the Placing, unless otherwise specifically agreed. Each person to
whom these conditions apply, as described above, who confirms his agreement to
any of the Joint Bookrunners (whether orally or in writing) to acquire Placing
Shares under the Placing (an "Investor") hereby agrees with the Joint
Bookrunners and the Company to be bound by the contract note issued by the
relevant Joint Bookrunner to such Investor and these terms and conditions,
unless otherwise specifically agreed, being the terms and conditions upon
which Placing Shares will be sold under the Placing. An Investor shall,
without limitation, become so bound when a Joint Bookrunner confirms to such
Investor its allocation of Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the Placing, an
Investor shall be contractually committed to acquire the number of Placing
Shares allocated to them at the Issue Price and, to the fullest extent
permitted by law, will be deemed to have agreed not to exercise any rights to
rescind or terminate or otherwise withdraw from such commitment. Dealing may
not begin before any notification is made.
The Joint Bookrunners reserve the right, by agreement with the Company, to
increase the size of the Placing to accommodate additional demand.
(b) Application for Admission
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Subject to the satisfaction or waiver of the
conditions of the Placing Agreement (the "Conditions"), it is expected that
Admission will take place and dealings in the Placing Shares will commence on
AIM on or around 8.00 a.m. on 27 May 2022.
(c) Bookbuilding Process
Commencing today, the Joint Bookrunners will be conducting an accelerated
bookbuilding process to determine demand for participation in the Placing by
Placees (the "Bookbuilding Process"). This Announcement gives details of the
terms and conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid by or to Placees in respect of any participation
in the Placing or subscription for Placing Shares.
(d) 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
Bookrunners.
The Bookbuilding Process will establish the number of Placing Shares to be
issued pursuant to the Placing at the Issue Price.
The book will open with immediate effect. The Bookbuilding Process is expected
to close not later than 11 May 2022, but may be closed at such earlier or
later time as the Joint Bookrunners may, in their absolute discretion (after
consultation with the Company), determine. A further announcement will be made
following the close of the Bookbuilding Process detailing the number of
Placing Shares to be subscribed for by the Placees at the Issue Price.
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Announcement and will be legally binding on the Placee on behalf of which
it is made and, except with the Joint Bookrunners' 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 Cenkos
or Canaccord. Each bid should state the number of Placing Shares that the
prospective Placee wishes to subscribe for at the Issue Price. If successful,
the relevant Joint Bookrunner 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 Bookrunner's confirmation (either oral or written) of the
size of allocations will constitute an irrevocable legally binding agreement
in favour of the Company and the relevant Joint Bookrunner pursuant to which
each such Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Issue Price and otherwise on the terms and
subject to the conditions set out herein and in accordance with the Articles.
Each Placee's allocation and commitment will be evidenced by a trade
confirmation issued by the relevant Joint Bookrunner to such Placee. The terms
of this Appendix will be deemed incorporated in that trade confirmation.
The Joint Bookrunners 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 Bookrunners 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 Bookrunners.
Each Placee's obligations will be owed to the Company and to the relevant
Joint Bookrunner. 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 Bookrunner, as agent of
the Company, to pay to the relevant Joint Bookrunner (or as the relevant joint
Bookrunner 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 Bookrunners, any
subsidiary of the Joint Bookrunners, any branch, affiliate or associated
undertaking of the Joint Bookrunners or any such subsidiary, nor any of their
respective directors, officers, employees, agents or advisers (each a
"Bookrunner 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, none of the Joint Bookrunners, any
Bookrunner 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 Bookrunners may
determine.
All obligations of the Joint Bookrunners 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".
(e) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of the Joint Bookrunners under the Placing Agreement are
conditional, among other things, upon:
(i) the release of this Announcement;
(ii) the Admission of the Placing Shares occurring
not later than 27 May 2022, or such later time and/or date as the Joint
Bookrunners and the Company may agree (but in any event not later than 10 June
2022);
(iii) the warranties on the part of the Company
contained in the Placing Agreement being true and accurate and not misleading
on and as of the date of the Placing Agreement and at Admission; and
(v) the Company having complied with its obligations
under the Placing Agreement to the extent they fall to be performed prior to
Admission.
If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Joint Bookrunners), 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 of the Joint Bookrunners, any Bookrunner Affiliate, the Company, nor
any subsidiary of the Company, nor 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, each Placee agrees that the Joint
Bookrunner's rights and obligations in respect of the Placing terminate, inter
alia, in the circumstances described below under "Right to terminate under
the Placing Agreement".
(f) Right to terminate under the Placing Agreement
Each Joint Bookrunner has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, where any warranty
was, when given, untrue, inaccurate or misleading, or where any warranty is
not, or has ceased to be, true, accurate or not misleading (or would not be
true, accurate or not misleading if then repeated) by reference to the facts
subsisting at the relevant time, where the Company has failed to comply with
certain of its obligations under the Placing Agreement, or upon the occurrence
of a force majeure event or a material adverse change in the financial or
trading position or prospects of any member of the Group.
By participating in the Placing, each Placee agrees with its respective Joint
Bookrunner that the exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall be within
the absolute discretion of the Joint Bookrunners and that the Joint
Bookrunners need not make any reference to the Placees in this regard and
that, to the fullest extent permitted by law, neither the Company, the Joint
Bookrunners, any Bookrunner Affiliate nor any Company Affiliate shall have any
liability whatsoever to the Placees in connection with any such exercise or
failure to so exercise.
(g) No Prospectus
No offering document or prospectus has been or will be prepared in relation to
the Placing and no such prospectus is required (in accordance with the
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.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to the Joint Bookrunners and the Company that it has neither
received nor relied on any information, representation, warranty or statement
made by or on behalf of the Joint Bookrunners (other than the amount of the
relevant Placing participation in the oral confirmation given to Placees and
the trade confirmation referred to below), any Bookrunner Affiliate, any
persons acting on its or their behalf or the Company or any Company Affiliate
and neither the Joint Bookrunners, any Bookrunner Affiliate, nor 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 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, each Placee acknowledges to and agrees with its
respective Joint Bookrunner, for itself and as agent for the Company that
(except for, in relation to the Company, 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. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
(h) 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,
subject to certain exceptions. The Joint Bookrunners 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 will be as follows:
Trade Date 24 May 2022
Settlement Date 27 May 2022
ISIN Code GG00BYZSSY63
SEDOL BYZSSY6
Deadline for input instruction into CREST 24 May 2022
Each Placee allocated Placing Shares in the Placing will be sent 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
Bookrunner and settlement instructions. Placees should settle against the
CREST ID provided to them by either Cenkos or Canaccord. 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 Cenkos or
Canaccord, as applicable.
It is expected that settlement will take place on the settlement date shown
above on a delivery versus payment basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by the Joint
Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with these
obligations, the relevant Joint Bookrunner may sell any or all of the Placing
Shares allocated to the Placee on such Placee's behalf and retain from the
proceeds, for the relevant Joint Bookrunner's 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, none of the Joint Bookrunners 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.
(i) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m.
(London time) on 27 May 2022 (or such later time and/or date as the Company
and the Joint Bookrunners may agree) and on the Placing Agreement being
otherwise unconditional in all respects and not having been terminated in
accordance with its terms on or before Admission; and (ii) the confirmation
mentioned under paragraph (a) above, an Investor agrees to become a member of
the Company and agrees to acquire Placing Shares at the Issue Price. The
number of Placing Shares acquired by such Investor under the Placing shall be
in accordance with the arrangements described above.
(j) Payment for Placing Shares
Each Investor undertakes to pay the Issue Price for the Placing Shares
acquired by such Investor in such manner as shall be directed by the relevant
Joint Bookrunner. In the event of any failure by an Investor to pay as so
directed, the relevant Investor shall be deemed hereby to have appointed the
relevant Joint Bookrunner or its nominee to sell (in one or more transactions)
any or all of the Placing Shares in respect of which payment has not been made
as so directed and to have agreed to indemnify on demand that relevant Joint
Bookrunner in respect of any liability for stamp duty and/or stamp duty
reserve tax arising in respect of any such sale or sales.
(k) Representations and warranties
By receiving this Announcement, each Investor and, to the extent applicable,
any person confirming his agreement to acquire Placing Shares on behalf of an
Investor or authorising any of the Joint Bookrunners to notify an Investor's
name to the Registrars, is deemed to acknowledge, agree, undertake, represent
and warrant to each Joint Bookrunner, the Registrars and the Company that:
(i) the Investor has read this Announcement in its
entirety and acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these terms and
conditions, the Placing Agreement and the Articles. Such Investor agrees that
these terms and conditions and the contract note issued by either Cenkos or
Canaccord to such Investor represent the whole and only agreement between the
Investor, the relevant Joint Bookrunner and the Company in relation to the
Investor's participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation. Accordingly,
all other terms, conditions, representations, warranties and other statements
which would otherwise be implied (by law or otherwise) shall not form part of
these terms and conditions. Such Investor agrees that none of the Company, the
Joint Bookrunners nor any of their respective officers or directors will have
any liability for any such other information or representation and irrevocably
and unconditionally waives any rights it may have in respect of any such other
information or representation;
(ii) the content of this Announcement is exclusively
the responsibility of the Company and the Directors and that neither the Joint
Bookrunners, nor any person affiliated with the Joint Bookrunners or acting on
their behalf is responsible for or shall have any liability for any
information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or any member
of the Group and will not be liable for any decision by an Investor to
participate in the Placing based on any information, representation or
statement contained in this Announcement or otherwise;
(iii) the Investor has not relied on the Joint
Bookrunners or any person affiliated with the Joint Bookrunners in connection
with any investigation of the accuracy of any information contained in this
Announcement or its investment decision;
(iv) in agreeing to acquire Placing Shares under the
Placing, the Investor is relying on this Announcement and not on any draft
hereof or other information or representation concerning the Group, the
Placing or the Placing Shares. Such Investor agrees that neither the Company
nor the Joint Bookrunners nor their respective officers, directors or
employees will have any liability for any such other information or
representation and irrevocably and unconditionally waives any rights it may
have in respect of any such other information or representation;
(v) none of the Joint Bookrunners are making any
recommendations to Investors or advising any of them regarding the suitability
or merits of any transaction they may enter into in connection with the
Placing, and each Investor acknowledges that participation in the Placing is
on the basis that it is not and will not be a client of the Joint Bookrunners
and that the Joint Bookrunners are acting for the Company and no one else, and
the Joint Bookrunners will not be responsible to anyone else for the
protections afforded to its clients, and that the Joint Bookrunners will not
be responsible for anyone other than the Company for providing advice in
relation to the Placing, the contents of this Announcement or any transaction,
arrangements or other matters referred to herein, and the Joint Bookrunners
will not be responsible for anyone other than the relevant parties to the
Placing Agreement in respect of any representations, warranties, undertakings
or indemnities contained in the Placing Agreement or for the exercise or
performance of the Joint Bookrunner's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any termination
right contained therein;
(vi) save in the event of fraud on its part (and to the
extent permitted by the rules of the Financial Conduct Authority), neither the
Joint Bookrunners nor their respective directors or employees shall be liable
to an Investor for any matter arising out of the role of the Joint Bookrunners
as the Company's brokers (and in the case of Cenkos, as nominated adviser to
the Company pursuant to the AIM Rules) or otherwise, and that where any such
liability nevertheless arises as a matter of law each Investor will
immediately waive any claim against the Joint Bookrunners and their respective
directors and employees which an Investor may have in respect thereof;
(vii) the Investor has complied with all applicable laws
and such Investor will not infringe any applicable law as a result of such
Investor's agreement to acquire Placing Shares under the Placing and/or
acceptance thereof or any actions arising from such Investor's rights and
obligations under the Investor's agreement to acquire Placing Shares under the
Placing and/or acceptance thereof or under the Articles;
(viii) all actions, conditions and things required to be
taken, fulfilled and done (including the obtaining of necessary consents) in
order: (i) to enable the Investor lawfully to enter into, and exercise its
rights and perform and comply with its obligations to acquire the Placing
Shares under the Placing; and (ii) to ensure that those obligations are
legally binding and enforceable, have been taken, fulfilled and done. The
Investor's entry into, exercise of its rights and/or performance under, or
compliance with its obligations under the Placing, does not and will not
violate: (a) its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its assets;
(ix) it understands that no action has been or will
be taken in any jurisdiction by the Company, the Joint Bookrunners or any
other person that would permit a public offering of the Placing Shares, or
possession or distribution of this Announcement, in any country or
jurisdiction where action for that purpose is required; and that, if the
Investor is in a relevant EEA member state, it is: (i) a legal entity which is
authorised or regulated to operate in the financial markets or, if not so
authorised or regulated, its corporate purpose is solely to invest in
securities; (ii) a legal entity which has two or more of: (a) an average of at
least 250 employees during the last financial year; (b) a total balance sheet
of more than €43,000,000; and (c) an annual net turnover of more than
€50,000,000, in each case as shown in its last annual or consolidated
accounts; (iii) otherwise permitted by law to be offered and sold Placing
Shares in circumstances which do not require the publication by the Company of
a prospectus pursuant to Article 3 of the Prospectus Regulation or other
applicable laws; or (iv) in the case of any Placing Shares acquired by an
Investor as a financial intermediary, as that term is used in Article 5(1) of
the Prospectus Regulation, either:
(A) 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
placing or resale to, persons in any relevant member state other than
qualified investors, as that term is defined in the Prospectus Rules, or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to the placing or resale; or
(B) where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than qualified investors, the
placing of those Placing Shares to it is not treated under the Prospectus
Rules as having been made to such persons;
(x) to the fullest extent permitted by law, the
Investor acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xi) the Placing Shares have not been and will not be
registered under the Securities Act or under the securities legislation of, or
with any securities regulatory authority of, any state or other jurisdiction
of the United States or under the applicable securities laws of Australia,
Canada, Japan or the Republic of South Africa or where to do so may contravene
local securities laws or regulations;
(xii) the Investor is, and at the time the Placing
Shares are acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in accordance with
Regulation S;
(xiii) if it is acquiring the Placing Shares for the
account of one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements herein on
behalf of each such account;
(xiv) the Company, the Registrars or transfer agent or
other agent of the Company, will not be required to accept the registration of
transfer of any Placing Shares acquired by the Investor, except upon
presentation of evidence satisfactory to the Company that the foregoing
restrictions on transfer have been complied with;
(xv) the Investor invests in or purchases securities
similar to the Placing Shares in the normal course of its business and it has
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Placing
Shares;
(xvi) the Investor has conducted its own investigation
with respect to the Company and the Placing Shares and has had access to such
financial and other information concerning the Company and the Placing Shares
as the Investor deemed necessary to evaluate the merits and risks of an
investment in the Placing Shares, and the Investor has concluded that an
investment in the Placing Shares is suitable for it or, where the Investor is
not acting as principal, for any beneficial owner of the Placing Shares, based
upon each such person's investment objectives and financial requirements;
(xvii) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to bear the
economic risk of an investment in the Placing Shares for an indefinite period
and the loss of its entire investment in the Placing Shares;
(xviii) there may be adverse consequences to the Investor
under tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has consulted
such tax and other advisors with respect thereto as it deems necessary or
appropriate;
(xix) the Investor is not a resident of Australia (other
than in the case of professional investors and sophisticated investors
resident in Australia), Canada, Japan or the Republic of South Africa and
acknowledges that the Placing Shares have not been and will not be registered
nor will a prospectus be prepared in respect of the Placing Shares under the
securities legislation of Australia, Canada, Japan or the Republic of South
Africa and, subject to certain exceptions, the Placing Shares may not be
offered or sold, directly or indirectly, in or into those jurisdictions;
(xx) the Investor is 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 it or any other person
on the acquisition by it of any Placing Shares or the agreement by it to
acquire any Placing Shares;
(xxi) in the case of a person who confirms to any of the
Joint Bookrunners on behalf of an Investor an agreement to acquire Placing
Shares under the Placing and/or who authorises any of the Joint Bookrunners
to notify such Investor's name to the Registrars, that person represents that
he has authority to do so on behalf of the Investor;
(xxii) the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the Money
Laundering Regulations 2017 and any other applicable law, regulations or
guidance concerning the prevention of money laundering and, if it is making
payment on behalf of a third party, that: (i) satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party; and
(ii) arrangements have been entered into with the third party to obtain from
the third party copies of any identification and verification data immediately
on request as required by the Money Laundering Regulations 2017 and, in each
case, agrees that pending satisfaction of such obligations, definitive
certificates (or allocation under the CREST system) in respect of the Placing
Shares comprising the Investor's allocation may be retained at the Joint
Bookrunners' discretion;
(xxiii) the Investor agrees that, due to anti-money
laundering and the countering of terrorist financing requirements, any of the
Joint Bookrunners and/or the Company may require proof of identity of the
Investor and related parties and verification of the source of the payment
before the application can be processed and that, in the event of delay or
failure by the Investor to produce any information required for verification
purposes, any of the Joint Bookrunners and/or the Company may refuse to accept
the application and the moneys relating thereto. The Investor holds harmless
and will indemnify the Joint Bookrunners and/or the Company against any
liability, loss or cost ensuing due to the failure to process this
application, if such information as has been required has not been provided by
it or has not been provided on a timely basis;
(xxiv) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of sections 67, 70,
93 and 96 of the Finance Act 1986 (depository receipts and clearance
services);
(xxv) the Investor has complied with and will comply with
all applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving the UK;
(xxvi) if the Investor is in the UK, the Investor is a
person: (i) who has professional experience in matters relating to investments
falling within article 19(5) of the FPO; or (ii) a high net worth entity
falling within article 49(2)(a) to (d) of the FPO or (ill) is a person to whom
this announcement may otherwise be lawfully communicated, and in all cases is
capable of being categorised as a Professional Client or Eligible Counterparty
for the purposes of the Financial Conduct Authority Conduct of Business Rules;
(xxvii) if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of Annex
11/Article 24 (2) of MiFID and is not participating in the Placing on behalf
of persons in the EEA other than professional clients or persons in the UK and
other Member States (where equivalent legislation exists) for whom the
Investor has authority to make decisions on a wholly discretionary basis;
(xxviii) each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby will be
deemed to have represented, warranted and agreed with each of the Joint
Bookrunners and the Company that: (i) it is a qualified investor within the
meaning of the law in that relevant member state implementing Article 2(e) of
the Prospectus Regulation; and (ii) in the case of any Placing Shares acquired
by it as a financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation: (A) 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 relevant member state other than
qualified investors, as that term is defined in the Prospectus Regulation, or
in other circumstances falling within Article 3(2) of the Prospectus
Regulation and the prior consent of the Joint Bookrunners has been given to
the offer or resale; or (B) where Placing Shares have been acquired by it on
behalf of persons in any relevant member state other than qualified investors,
the offer of those Placing Shares to it is not treated under the Prospectus
Regulation as having been made to such persons;
(xxix) if the Investor is resident in Australia, it is a
"professional investor" or a "sophisticated investor" within the meaning
of sections 708(11) and 708(8) respectively of the Australian Corporations
Act 2001 (Cth);
(xxx) represents and warrants that its participation in the
Placing would not give rise to 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
on Takeovers and Mergers;
(xxxi) in the case of a person who confirms to any of the
Joint Bookrunners on behalf of an Investor an agreement to acquire Placing
Shares under the Placing and who is acting on behalf of a third party, that
the terms on which the Investor (or any person acting on its behalf) are
engaged enable it to make investment decisions in relation to securities on
that third party's behalf without reference to that third party;
(xxxii) the exercise by any of the Joint Bookrunners of any
rights or discretions under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and none of the Joint Bookrunners need not
have any reference to any Investor and shall have no liability to any Investor
whatsoever in connection with any decision to exercise or not to exercise or
to waive any such right and each Investor agrees that it shall have no rights
against the Joint Bookrunners or any of their directors or employees under the
Placing Agreement;
(xxxiii) it irrevocably appoints any director of any of Cenkos or
Canaccord (as relevant to its participation in the Placing) as its agent for
the purposes of executing and delivering to the Company and/or the 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 and otherwise to do all acts, matters and things as may be necessary
for, or incidental to, its acquisition of any Placing Shares in the event of
its failure so to do;
(xxxiv) it will indemnify and hold the Company, the Joint
Bookrunners and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising
out of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this paragraph and further
agrees that the provisions of this paragraph will survive after completion of
the Placing;
(xxxv) the Joint Bookrunners may, in accordance with applicable
legal and regulatory provisions, engage in transactions in relation to the
Placing Shares and/or related instruments for its own account and, except as
required by applicable law or regulation, the Joint Bookrunners will not make
any public disclosure in relation to such transactions; and
(xxxvi) the Joint Bookrunners and each of their respective
affiliates, each acting as an investor for its or their own account(s), may
bid or subscribe for and/or purchase Placing Shares and, in that capacity, may
retain, purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise. Accordingly,
references in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as including any
offer to, or subscription, acquisition or dealing by either of the Joint
Bookrunners and/or any of their respective affiliates, acting as an investor
for its or their own account(s). Neither the Joint Bookrunners nor the Company
intend to disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do so.
The Company and the Joint Bookrunners will rely upon the truth and accuracy of
each of the foregoing representations, warranties and undertakings.
(l) Supply and disclosure of information
If any of the Joint Bookrunners, the Registrars or the Company or any of their
respective agents request any information about an Investor's agreement to
acquire Placing Shares, such Investor must promptly disclose it to them and
ensure that such information is complete and accurate in all respects.
(m) Miscellaneous
The rights and remedies of the Joint Bookrunners, the Registrars 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.
(i) On application, each Investor may be asked to
disclose, in writing or orally to any of the Joint Bookrunners:
(A) if he is an individual, his nationality; or
(B) if he is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned.
(ii) All documents will be sent at the Investor's
risk. They may be sent by post to such Investor at an address notified to the
relevant Joint Bookrunner.
(iii) Each Investor agrees to be bound by the Articles
(as amended from time to time) once the Placing Shares which such Investor has
agreed to acquire have been acquired by such Investor.
(iv) These provisions may be waived, varied or modified
as regards specific Investors or on a general basis by the Joint Bookrunners.
(v) The contract to acquire Placing Shares and the
appointments and authorities mentioned herein will be governed by, and
construed in accordance with, the laws of England and Wales. For the exclusive
benefit of the Joint Bookrunners, the Company and the Registrars, each
Investor irrevocably submits to the exclusive jurisdiction of the English
courts in respect of these matters. This does not prevent an action being
taken against an Investor in any other jurisdiction.
(vi) In the case of a joint agreement to acquire
Placing Shares, references to an "Investor" in these terms and conditions are
to each of such Investors and such joint Investors' liability is joint and
several.
(vii) The Joint Bookrunners and the Company each
expressly reserve the right to modify the Placing (including, without
limitation, its timetable and settlement) at any time before allocations of
Placing Shares under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing Agreement not
having been terminated.
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