REG - Duke Royalty Limited - Placing to raise a minimum of £30 million
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.
31 March 2021
Duke Royalty Limited
("Duke Royalty", "Duke" or the "Company" or the "Group")
Placing to raise a minimum of £30 million
PrimaryBid Offer to raise up to £3 million
at a price of 35 pence per share
and
Notice of Extraordinary General Meeting
Duke Royalty Limited (AIM: DUKE), a provider of alternative capital solutions to a diversified range of profitable and long-established businesses in Europe and abroad, is pleased to announce a proposed Placing by way of an accelerated bookbuild to raise a minimum of £30 million (before expenses) via a conditional placing of new Ordinary Shares ("Placing Shares") at the issue price of 35p per share ("Issue Price") to new and existing institutional investors (the "Placing"), to support further growth of the Group and development of its business.
Furthermore, the Company is seeking to raise up to an additional £3 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 £30 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 Appendix I to this Announcement.
· Proposing to raise up to a further £3 million via the PrimaryBid Offer, which shall remain open until 6 April 2021.
· The net proceeds from the Fundraising are intended to be used together with funds available under the New Credit Facility:
o to fund investments into two new Royalty Partners we have identified currently in due diligence process;
o to provide follow on investment into an existing royalty partner for a business acquisition in due diligence process; and
o to fund the longer-term pipeline of future royalty investments.
· Completion of the Fundraising is conditional, inter alia, upon Shareholder approval at the Extraordinary General Meeting to be held on or around 16 April 2021.
· The Issue Price represents a discount of approximately 9.1 per cent. to the closing mid-market price on 30 March 2021, being the latest practicable date before this Announcement.
· The 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 16 April 2021 to, inter alia, approve the resolutions required to implement the Fundraising, is expected to be published and despatched to Shareholders on 1 April 2021 (the "Circular"). Following its publication, the Shareholder Circular will be available on the Group's website at https://www.dukeroyalty.com/investors
Neil Johnson, CEO of Duke Royalty, said:
"We are delighted with the strong institutional support we have received for our plans to increase our cash revenue from new and existing investors, which will position us to build on our expanding pipeline we are experiencing in the first quarter of calendar 2021.
"Over recent months, we have been focused on executing on the exciting growth opportunity presented to us by the pandemic, undertaking due diligence on a significant number of businesses which have enquired about our capital solution as part of their search for more flexible, long-term sources of capital. We have already identified two new potential royalty partners, both of which have resilient, long-standing, profitable operations with buy-and-build strategies. The Fundraising means that we can execute on these opportunities, while also building our pipeline, in the short term. We will also continue our role as a supportive partner to our existing royalty partners, by way of an identified near term follow-on investment.
"Total cash revenue for FY2021 is expected to see an increase year-on-year despite the Covid downturn and the board remains confident that trading for the full year ending 31 March 2021 was in line with market guidance. This fundraise is intended to fuel further growth and diversification, adding to the high yielding dividend we already provide our investors with exposure to. With this in mind, we are delighted to invite other investors to participate alongside institutions through the PrimaryBid Offer. We look forward to the months ahead where we can outline our deal flow more firmly to the market."
For further information, please visit www.dukeroyalty.com or contact:
Duke Royalty Limited
Neil Johnson / Charlie Cannon Brookes / Hugo Evans
+44 (0) 1481 730 613
Cenkos Securities plc
(Nominated Adviser
and Joint Broker)
Stephen Keys / Callum Davidson / Julian Morse / Michael Johnson
+44 (0) 207 397 8900
Canaccord Genuity
(Joint Broker)
Adam James / Sam Lucas / Georgina McCooke
+44 (0) 207 523 8000
SEC Newgate (PR)
Elisabeth Cowell/ Tom Carnegie/ Megan Kovach
+ +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
2021
Announcement of the Placing and PrimaryBid Offer
31 March
Announcement of the result of the Placing
1 April
PrimaryBid Offer closes
3pm on 6 April
Announcement of the results of the PrimaryBid Offer
7 April
Extraordinary General Meeting
16 April
Results of the Extraordinary General Meeting announced
16 April
Admission and dealings in the New Ordinary Shares expected to
commence on AIM
19 April
Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form
19 April
Where applicable, expected date for despatch of definitive share
certificates for New Ordinary Shares in certificated form
within 14 days of Admission
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 alternative capital solutions to a diversified range of private, owner-managed SME businesses in Europe and abroad. Since the Company's re-admission to AIM in 2017, Duke has utilised the equity markets, raising a total of £96 million, in order to expand, support and diversify its portfolio of Royalty Partners. Since inception, the Company has deployed over £115 million into SME businesses and has a current portfolio of 10 Royalty Partners across a multitude of sectors.
Since the outbreak of the COVID-19 pandemic, the Company's board has been pleased with the resilience that Duke's business model has been able to demonstrate through a very challenging trading period. Whilst trading within the Company's underlying Royalty Partners was expectedly impacted by the pandemic to varying degrees, Duke's flexible lending model allowed for crucial support to its Royalty Partners throughout this time through a combination of further investments, forbearance arrangements, payment deferrals & equity participations. Trading across the Group's portfolio remains stable and the majority of Royalty Partners have resumed their typical royalty payment terms with Duke.
As reported in its third quarter trading update to 31 December 2020, Duke's cash receipts from its Royalty Partners remain robust, with a record quarterly cash receipt of £4.2 million in Q3, which included a redemption premium generated from the exit of Welltel in December 2020. Total cash revenue for FY2021 is expected to see an increase year-on-year despite the Covid downturn. The Company has been able to continue paying dividends to Shareholders throughout the pandemic, temporarily opting for a SCRIP option and recently resuming cash payments. Duke is committed to growing quarterly dividends moving forward. The Group was also pleased to announce the successful exits of its first two Royalty Partners in the period, Welltell and Xtremepush, generating IRRs of 27% and 22% respectively. The Group has also recently announced the exit of its investment in three river cruising vessels through the sale of its wholly-owned subsidiary, Duke Royalty Switzerland Gmbh ("Duke Switzerland"), to Starling Fleet Holding AG ("Starling"). Following the expected trading difficulties faced by the Group's Royalty Partner Termarca, which operates riverboat cruises in the Rhine and Danube, Duke strategically restructured its Royalty investment to take ownership of the vessels and the sale of these vessels allows Duke to redeploy the cash consideration in its core corporate royalty investment model, which is preferable to direct ownership of assets with uncertain short term cash flow prospects. The board remains confident that trading for the full year ending 31 March 2021 was in line with market guidance.
Much of the Group's activity during 2020 was necessarily focused on supporting its existing portfolio, whilst exploring potential future investment opportunities. With the portfolio now largely stabilised and payments resumed to pre-pandemic terms, the Group is shifting its focus back to its core growth strategy of deploying further capital to continue diversifying and expanding its portfolio. The Directors believe that the role of alternative financing is becoming increasingly important for SMEs following COVID-19, as certain companies seek to benefit from longer and more flexible financing solutions, with reduced refinancing risk. The pandemic has increased the number of investment opportunities for Duke and the size of the industry in which it operates. Indeed, the Company's pipeline remains at record levels, with three times the number of opportunities reviewed in Q1 2021 compared to Q1 2019, and 21 opportunities currently under consideration, totalling a potential deployment of £153 million of additional further capital.
The Company recently announced that it had increased and extended its revolving facility agreement with Honeycomb Investment Trust PLC ("Honeycomb", and the facility "New Credit Facility"), a credit fund with Pollen Street Capital as Investment Manager. The New Credit Facility, which carries an uncommitted accordion facility to increase headroom to a total of £55 million subject to maintaining an appropriate loan to value threshold, provides greater flexibility for the Company to carry out its strategy.
Through full deployment of the New Credit Facility and the proceeds from the Fundraising, Duke will seek to expand its portfolio through increasing total capital deployed up to £160 million, aiming for no single investment to represent more than 10 per. cent of the overall portfolio. As detailed above, the Group has a strong pipeline of opportunities, three of which are positioned to be executed within the coming weeks.
Use of proceeds of the Fundraising
Duke is seeking to conditionally raise a minimum of £30 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 £3 million (gross) through the PrimaryBid Offer. The Bookrunners reserve the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand. The net proceeds of the Fundraising are intended to be used, together with funds available under the New Credit Facility, a) to fund investments into two new Royalty Partners, b) to provide follow on investment into an existing royalty partner, and c) to fund the longer-term pipeline of future royalty investments.
New Royalty Partner - £11 million for IT managed solutions business
Duke intends to provide £11.4 million to a new Royalty Partner which is an acquisitive IT managed services company with six underlying operating businesses. The company operates a 'buy and build' model and generates recurring revenues via a growing managed services offering and the reselling of hardware and software. The company's targeted acquisition multiples are accretive to Duke's coverage ratio, with the ability to further realise value through operational synergies. Duke's financing is expected to be utilised for further acquisitions.
Under the terms of the royalty agreement, Duke's annual distribution from this investment is expected to be £1.54 million (based on an initial cash yield of 13.5%), with its typical two-way adjustment factor of up to 6% based on revenue performance. The term of the financing is expected to be 30 years and Duke's capital will have senior security over assets.
New Royalty Partner - £7.5 million for Engineering and Construction business
Duke intends to provide £7.5 million to a new Royalty Partner - a Canadian engineering, procurement and construction solutions business serving both industrials and commercial markets. The business generated revenues of £20 million for its 2020 financial year and all of its business units are profitable. Duke's funds will enable this Royalty Partner to execute on three of its acquisition targets, which carry out projects across North and South America, Europe and the Middle East. The Royalty Partner's experienced management team expects to realise economies of scale and cross-selling to grow EBITDA as well as through strategic acquisitions. Targeted acquisitions are expected to be accretive to Duke's coverage ratio.
Under the terms of the royalty agreement, Duke's annual distribution from this investment is expected to be £1.0 million (based on an initial cash yield of 13.2%), with its typical two-way adjustment factor of up to 6% based on revenue performance. The term of the financing is expected to be 30 years and Duke's capital will have senior security over assets. At Duke's discretion, this Partner may increase the investment up to a total of £11.5 million to support further acquisitions.
Follow-on investment to existing Royalty Partner - £3.8 million
Duke is seeking to provide £3.8 million of further capital to an existing Royalty Partner to facilitate an acquisition of a profitable company. The initial cash yield for Duke's follow on investment is 13.5%, on a term of 30 years and 6% adjustment factor based on revenue performance.
Details of the Placing
The Company is seeking to raise a minimum of £30 million (before expenses) through the placing of a minimum of 85,714,286 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 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 Placing, confirming the final details.
The Issue Price of 35 pence per Placing Share represents a discount of 9.1 per cent. to the closing middle market price of 38.5 pence on 30 March 2021, 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 19 April 2021 (or such later date as the Company and Cenkos may agree, being no later than 19 May 2021).
Directors' participation
Certain Directors and their related parties intend to subscribe for, in aggregate, up to 635,639 Placing Share 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.
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 is not underwritten. 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 19 April 2021 or such later time and/or date as the Company and Cenkos may agree, being not later than 8.00 a.m. on 19 May 2021.
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.
Details of the PrimaryBid Offer
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 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 be closed at 3 p.m. on 6 April 2021 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 UK Listing Authority.
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 Offer 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 19 April 2021.
Extraordinary General Meeting
The Extraordinary General Meeting of the Company is to be held at 11.00 a.m. on 16 April 2021 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.
Impact of COVID-19 on Extraordinary General Meeting arrangements:
The Company is closely monitoring the COVID-19 situation, including States of Guernsey guidance and will continue to do so in the lead up to the Extraordinary General Meeting. In light of current States of Guernsey travel restrictions, as well as quarantine requirements upon entry, the Extraordinary General Meeting will be held in a different format to that of previous years, while still allowing Shareholders to exercise their voting rights. The health and safety of Shareholders and colleagues is always our main priority and we are committed to supporting the States' efforts in relation to this pandemic.
The Extraordinary General Meeting will therefore take place as a closed meeting (unless notified otherwise via our website at http://www.dukeroyalty.com). This means the Extraordinary General Meeting will be held only with the minimum number of persons in attendance to ensure a valid meeting is held. Two directors of the Company, each of whom is either a Shareholder, or a proxy or corporate representative appointed by a Shareholder, will attend the meeting. Please do not travel to the Extraordinary General Meeting as anyone who seeks to attend in person will be refused entry. We therefore strongly urge all Shareholders to register their votes in advance by appointing the chairman of the Extraordinary General Meeting as their proxy and giving them voting instructions. We do not recommend the appointment of any other person as your proxy as they will not be able to attend the Extraordinary General Meeting and your vote will not be counted.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
Administrator
Trident Trust Company (Guernsey) Limited
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
Dealing Day
a day on which the London Stock Exchange is open for business in London
Directors or Board
the members of the board of the Company from time to time
electronic means
has the meaning given to that term in the Articles
Enlarged Share Capital
the issued Ordinary Shares immediately following Admission
Euroclear
Euroclear UK & Ireland Limited, the operator of CREST
Existing Ordinary Shares
the 257,906,907 ordinary shares of no par value in the capital of the Company on the Last Practicable Date
Extraordinary General Meeting, General Meeting, EGM or Meeting
the extraordinary general meeting of the Company (or any adjournment thereof) to be held in connection with the Placing on 16 April 2021, notice of which is set out in the Appendix to the Circular
Extraordinary Resolution
an extraordinary resolution of the Company set out in the Notice of Extraordinary General Meeting which appears in the Appendix to the Circular
FCA
the UK Financial Conduct Authority
FSMA
the Financial Services and Markets Act 2000 (as amended)
Fundraising
the Placing and the PrimaryBid Offer
Issue Price
35 pence per Placing Share and PrimaryBid Share
Joint Bookrunners
Cenkos and Canaccord
Latest Practicable Date
30 March 2021, being the latest practicable date prior to publication of this Announcement
London Stock Exchange
London Stock Exchange plc
Meeting
the extraordinary general meeting of Members which is being convened by way of the Notice of Extraordinary General Meeting which appears in the Appendix to the Circular
Member
holders of Ordinary Shares
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 of no par value in the capital of the Company to be issued pursuant to the Placing and the PrimaryBid Offer
Notice of EGM, Notice of General Meeting, Notice or Notice of Extraordinary General Meeting
the notice of EGM set out in the Appendix to this 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 31 March 2021 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
the minimum of 85,714,286 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 made to investors through the PrimaryBid platform
PrimaryBid Shares
up to 8,571,429 New Ordinary Shares issued pursuant to the PrimaryBid Offer at the Issue Price
Proxy Form
a proxy form in respect of the EGM, in the form approved by the Company
Prospectus Rules
the prospectus rules made by the FCA pursuant to section 73A of the FSMA
Overseas Shareholders
Shareholders with a registered address outside the United Kingdom
Qualifying Non-CREST Shareholders
Qualifying Shareholders holding Existing Ordinary Shares in certificated form
Qualifying Shareholders
holders of Existing Ordinary Shares on the register of members of the Company at the Record Date but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction
Registrars
Computershare Investor Services (Guernsey) Limited
Regulatory Information Service
one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information in respect of listed companies
Royalty Partners
any of the Company's portfolio companies into which it has provided financing
Shareholders
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, 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 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 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
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), 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 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 "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market, Assessment, Cenkos and Canaccord are only procuring investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability 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") OR IN THE UNITED KINGDOM 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.
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 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 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 Placing 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 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 19 April 2021.
(c) Bookbuilding Process
Commencing today, the 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 Bookrunners.
The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing at the Placing Price.
The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 1 April 2021, but may be closed at such earlier or later time as the 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 Placing 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 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 Placing Price. If successful, the relevant 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 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 Bookrunner pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued by the relevant Bookrunner to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.
The 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 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 Bookrunners.
Each Placee's obligations will be owed to the Company and to the relevant 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 Bookrunner, as agent of the Company, to pay to the relevant Bookrunner (or as the relevant Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of the Bookrunners, any subsidiary of the Bookrunners, any branch, affiliate or associated undertaking of the 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 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 Bookrunners may determine.
All obligations of the 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 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 19 April 2021, or such later time and/or date as the Bookrunners and the Company may agree (but in any event not later than 19 May 2021);
(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 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 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 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 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 Bookrunner that the exercise by the Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunners and that the 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 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 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 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 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 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 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
15 April 2021
Settlement Date
19 April 2021
ISIN Code
GG00BYZSSY63
SEDOL
BYZSSY6
Deadline for input instruction into CREST
15 April 2021
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the relevant 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 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 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 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 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 19 April 2021 (or such later time and/or date as the Company and the 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 Placing 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 Placing Price for the Placing Shares acquired by such Investor in such manner as shall be directed by the relevant 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 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 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 Bookrunners to notify an Investor's name to the Registrars, is deemed to acknowledge, agree, undertake, represent and warrant to each 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 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 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 Bookrunners, nor any person affiliated with the 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 Bookrunners or any person affiliated with the 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 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 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 Bookrunners and that the Bookrunners are acting for the Company and no one else, and the Bookrunners will not be responsible to anyone else for the protections afforded to its clients, and that the 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 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 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 Bookrunners nor their respective directors or employees shall be liable to an Investor for any matter arising out of the role of the 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 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 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 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 Bookrunners on behalf of an Investor an agreement to acquire Placing Shares under the Placing and/or who authorises any of the 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 Bookrunners' discretion;
(xxiii) the Investor agrees that, due to anti-money laundering and the countering of terrorist financing requirements, any of the 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 Bookrunners and/or the Company may refuse to accept the application and the moneys relating thereto. The Investor holds harmless and will indemnify the 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 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 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 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 Bookrunners of any rights or discretions under the Placing Agreement shall be within the absolute discretion of the Bookrunners and none of the 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 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 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 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 Bookrunners will not make any public disclosure in relation to such transactions; and
(xxxvi) the 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 Bookrunners and/or any of their respective affiliates, acting as an investor for its or their own account(s). Neither the 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 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 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 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 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 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 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 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 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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