REG - Eagle Eye Sol Gp PLC - Proposed Acquisition and Launch of Placing
16/11/2022 08:15
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RNS Number : 5950G Eagle Eye Solutions Group PLC 16 November 2022
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
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OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES
IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
AND NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NEITHER
THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE
RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS
WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
For immediate release
16 November 2022
Eagle Eye Solutions Group plc
Proposed Acquisition of Untienots SAS ("Untie Nots")
and
Launch of Placing via Accelerated Bookbuild
Introduction
Eagle Eye Solutions Group plc (AIM: EYE) ("Eagle Eye", the "Company" or the
"Group"), a leading SaaS technology company that creates digital connections
enabling personalised, real-time marketing through coupons, loyalty, apps,
subscriptions and gift services, is pleased to announce that it has
conditionally agreed to acquire the entire issued and to be issued share
capital of Untie Nots and its subsidiaries, a leading business based in France
providing large retailers with AI powered promotion and gamification SaaS
software solutions (the "Acquisition").
The Company is also pleased to announce the launch of a fully underwritten
placing of new ordinary shares in the Company (the "Placing Shares") to raise
approximately £7.0 million (before expenses) at a price of 555.0 pence per
share ("Placing Price") (the "Placing"). The Placing will be conducted through
an accelerated bookbuild process which will be launched immediately following
this Announcement.
Acquisition highlights
· Untie Nots is a leading personalised promotions business providing
retailers with AI powered promotion and gamification SaaS software solutions,
whose enterprise customers include Carrefour, E. Leclerc and Auchan and
other blue-chip retailers in Europe and the US, including Rite Aid.
· Untie Nots offers a digital platform which allows retailers to
personalise promotions, providing customised challenges to earn rewards with
AI and deep machine learning facilitating hyper personalisation through its
analytics capability. Untie Nots' end-to-end analytics, transactional and
user experience offering will provide Eagle Eye with additional product and
technology capabilities and an enlarged talent base, including the Untie Nots
co-founders and its current 30 tech-oriented employees.
· Untie Nots' strong reach in France and growing footprint in Europe
and the US will expand Eagle Eye's geographic reach and bring additional
blue-chip customers into the Group, offering global cross-selling
opportunities across complementary customer bases.
· Untie Nots has a successful track record of customer acquisition
and revenue growth and is expected to achieve approximately 53 per cent.
revenue CAGR over the three years ending 31 December 2021, driven by its
proven capability to deliver higher incremental spend by customers for
retailers. The Acquisition is expected to be earnings accretive in the first
full year of ownership.
· The initial consideration for the Acquisition is €15.0 million,
with €9.1 million payable in cash and €5.9 million in new ordinary shares
of Eagle Eye at the Placing Price of 555.0 pence per share ("Initial
Consideration Shares"), payable on completion of the Acquisition ("Initial
Consideration") ("Completion").
· A further performance-linked earn-out consideration is payable to
the selling shareholders of Untie Nots of up to €23.8 million in cash or new
ordinary shares in Eagle Eye, or a combination thereof ("Deferred Contingent
Consideration", and together with the Initial Consideration, the
"Consideration").
· The Company intends to fund the cash element of the Initial
Consideration through existing cash reserves, partial utilisation of its
undrawn revolving credit facility and the proposed Placing.
· The Acquisition is conditional, inter alia, upon admission of the
Placing Shares to trading on AIM ("Admission") and regulatory approval by the
French Ministry of Economy pursuant to the foreign direct investment
requirements of the French Monetary and Financial Code, the latter of which is
expected to occur between 30 to 75 business days after filing.
Placing highlights
· Placing to raise approximately £7.0 million at a price of 555.0
pence per ordinary share, which represents a discount of approximately 3.9 per
cent. to the closing middle market price of 577.5 pence per ordinary share in
Eagle Eye on 15 November 2022.
· The Placing is being managed jointly by Investec Bank plc
("Investec") and Shore Capital Stockbrokers Limited ("Shore Capital")
(together the "Joint Bookrunners") and has been fully underwritten by the
Joint Bookrunners.
· The Placing will be conducted through an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately following this
Announcement and is subject to the terms and conditions set out in the
Appendix to this Announcement. The timing of the closing of the Bookbuild and
allocations are at the absolute discretion of the Joint Bookrunners and the
Company. The result of the Placing will be announced as soon as practicable
after the close of the Bookbuild.
· Certain directors and senior managers of the Company (the "Directors"
or the "Board") intend to subscribe for, in aggregate, £0.4 million in the
Placing.
· The Placing Shares represent approximately 4.8 per cent. of the
Company's existing issued share capital, and will be issued fully paid and
ranking pari passu in all respects with the existing ordinary shares in issue
("Ordinary Shares"). The Placing Shares will be issued within the Company's
existing share issuance authorities.
· The Placing is conditional upon, inter alia, Admission becoming
effective and the Placing Agreement becoming unconditional in all respects by
no later than 8.00 a.m. on 18 November 2022 or such later date (being not
later than 8.00 a.m. on 2 December 2022) as the Company and the Joint
Bookrunners may agree. The Placing is not conditional on the Acquisition
completing.
Tim Mason, Eagle Eye's Chief Executive Officer commented:
"The acquisition of Untie Nots will provide us with accelerated entry into the
French digital promotions market, bring some of Europe's largest grocers into
the Group and add to our growing roster of US clients, providing a wealth of
cross-sale opportunities. At a time when retailers are accelerating their
digital promotions activities to retain and grow their customer bases, we
believe Untie Nots' gamification technology will resonate across our customer
base and pipeline. Untie Nots' customer list and strong financial metrics
speak to the quality of the business, offering and people behind it, and we
are confident that together we will be able to unlock a considerable
additional growth opportunity."
Zyed Jamoussi & Cédric Chéreau, Untie Nots' Group Managing Directors
commented:
"By joining forces with the Eagle Eye family, we will be capable of bringing a
compelling cloud-based SaaS software suite to the retail industry loyalty and
promotion space. From one-to-one targeting to real time transactions and
gamified customer experience, we will provide the retail industry with the
end-to-end solution suite to take their promotion and loyalty to the next
stage.
We are very excited about joining Eagle Eye since it will allow us to cover
the retail market from Asia Pacific across Europe, the UK to North America."
Capitalised terms not otherwise defined in the text of this Announcement are
defined in the Appendix to this Announcement.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below. The Appendix sets out further information relating to the terms
and conditions of the Placing.
Enquiries:
Eagle Eye Solutions Group plc Tel: 0844 824 3686
Tim Mason, Chief Executive Officer
Lucy Sharman-Munday, Chief Financial Officer
Investec Bank plc (Sole Financial Adviser, Nominated Adviser & Joint Tel: +44 20 7597 5970
Bookrunner)
Corporate Broking & PLC Advisory: David Anderson, Nick Prowting
M&A Advisory: Sebastian Lawrence, Pippa Harries
Shore Capital (Joint Bookrunner) Tel: +44 20 7408 4090
Corporate Advisory: Daniel Bush, David Coaten, Lucy Bowden
Corporate Broking: Henry Willcocks
Alma PR (Financial PR) Tel: +44 20 3405 0205
Caroline Forde, Hannah Campbell
About Eagle Eye
Eagle Eye is a leading SaaS technology company transforming marketing by
creating digital connections that enable personalised performance marketing in
real time through coupons, loyalty, apps, subscriptions and gift services.
Eagle Eye AIR enables the secure issuance and redemption of digital offers and
rewards at scale, across multiple channels, enabling a single customer view.
We create a network between merchants, brands and audiences to enable customer
acquisition, interaction and retention at lower cost whilst driving marketing
innovation.
The Company's current customer base comprises leading names in UK Grocery,
Retail, Leisure and Food & Beverage sectors, including Asda, Sainsbury's,
Tesco, Waitrose and John Lewis & Partners, Virgin Red, JD Sports, Pret A
Manger, Greggs, Mitchells & Butlers, PizzaExpress; in North America,
Loblaws, Shoppers Drug Mart, Southeastern Grocers and Staples US Retail and in
Australia & New Zealand, Woolworths Group and The Warehouse Group.
Web - www.eagleeye.com
(https://protect-za.mimecast.com/s/UDz2C0gMYXcGy9mlAfDJUis?domain=eagleeye.com)
Eagle Eye Solutions Group plc
Proposed Acquisition of Untienots SAS ("Untie Nots")
and
Launch of Placing via Accelerated Bookbuild
1. Introduction
Eagle Eye is pleased to announce that it has entered into an agreement under
which it has conditionally agreed to acquire the entire issued and to be
issued share capital of Untie Nots, for a total consideration of up to €38.8
million, subject to performance conditions described in Section 3.
Eagle Eye is a leading, high-growth SaaS technology company transforming
marketing by creating digital connections that enable personalised performance
marketing in real time through coupons, loyalty, apps, subscriptions and gift
services. Eagle Eye is driving the digital marketing programmes of some of the
world's largest retailers as they seek to personalise offers to attract and
retain customers. Eagle Eye has an international reach with a robust business
model centred around profitable, cash-generative growth.
Untie Nots has a strong presence in France alongside a growing footprint in
other highly attractive consumer markets of Europe and North America which
will enhance the Group's an enterprise customer base, routes to market and
increase cross-sell opportunities. The Group will have an enlarged pool of
talent, with expanded technology and product capabilities, including in
gamification, user experience ("UX") and analytics.
The Acquisition is expected to be earnings accretive in the first full year of
ownership.
The Directors intend to utilise the proceeds of the Placing (less expenses of
approximately £0.4 million) ("Net Proceeds") alongside existing cash reserves
and approximately £2.5 million from its undrawn revolving credit facility to
fund the cash element of the Initial Consideration. The Placing has been
underwritten by the Joint Bookrunners.
Completion of the Acquisition, which is subject to admission of the Placing
Shares to trading on AIM and regulatory approval from the French Ministry of
Economy, is expected to occur between 30 to 75 business days after filing.
2. Information on Untie Nots
Overview
Untie Nots is a Paris-based, AI powered, promotion and gamification SaaS
solutions provider. It offers mass retailers a digital platform allowing them
to personalise promotions to capture a greater share of their customers'
wallets by providing customised challenges to earn rewards. Untie Nots' AI
based solution, providing hyper personalised and accurate offers to drive
loyalty, is built for rapid integration and roll-out. This end-to-end
gamification offering operates across all three layers of customer experience,
transaction and data and is hosted on the Google Cloud.
Untie Nots was founded in 2016 by Zyed Jamoussi and Cédric Chéreau, its
managing directors and majority shareholders, and currently employs 30 members
of staff, serving customers across Europe and North America. Both Zyed and
Cédric are expected to remain with the business and continue to lead it until
at least 31 December 2024.
Untie Nots' customer offering
Untie Nots' offering aims to improve customers' digital engagements with
retailers through consumer-centric, hyper-personalised promotions and
challenges based on unique customer data collection.
Drawing upon significant amounts of consumer purchase data, deep machine
learning algorithms predict individual shopping behaviour to deliver targeted
offers, allowing retailers to adapt their marketing and promotions strategy.
Gamified challenges are then created to reward customers when they visit and
encourage greater spending at retailers' stores through increased loyalty,
providing an attractive, higher incremental spend by customers for retailers.
Untie Nots' blue-chip customer base includes a number of France's largest
grocers including Carrefour, E. Leclerc and Auchan as well as other leading
European and North American retailers, including Rite Aid.
Financial information Untie Nots has a track record of revenue growth and is
expected to achieve approximately 53 per cent. revenue CAGR over the three
years ending 31 December 2021.
For the year ended 31 December 2021, Untie Nots generated the majority of its
revenue in Europe. After recently securing two new significant customers in
the United States, Untie Nots expects to materially increase the level of
revenues generated outside of Europe.
Financial information on Untie Nots is set out below, which has been extracted
without material adjustment from Untie Nots' unaudited management information
for the three financial years ended 31 December 2021:
(€'000) 2019 2020 2021
Revenue 1,252 1,604 3,015
Gross margin 1,145 1,180 2,488
Operating expenses (1,541) (2,103) (2,891)
EBITDA (396) (923) (403)
Operating cashflow (110) (477) (319)
As at 31 December 2021, Untie Nots had net assets of €1.6 million. On
Completion of the Acquisition, Untie Nots is expected to retain debt of
€0.5m.
3. Principal terms of the Acquisition
Eagle Eye has agreed to conditionally acquire the entire issued and to be
issued share capital of Untie Nots for a total maximum consideration of
€38.8 million subject to conditions discussed below, comprising:
(i) an Initial Consideration of €15.0 million, €9.1 million payable in
cash and €5.9 million payable in 931,519 Initial Consideration Shares issued
at 555.0 pence per share, on Completion;
(ii) a Deferred Contingent Consideration of up to €23.8 million, subject
to
a. specific revenue targets in FY22 and FY24, with the FY24 target
representing revenue growth of approximately 60 per cent. CAGR from FY22 to
FY24; and
b. achievement of a minimum EBITDA margin; and
(iii) Initial Consideration Shares that are to be issued to a seller who is
an employee or manager of Untie Nots will be subject to a 12-month hard
lock-in period from Completion, followed by a 12-month "soft lock-in period"
during which any sales will be subject to orderly market conditions. Initial
Consideration Shares that are to be issued to the remaining sellers will be
subject to a 6-month hard lock-in period from Completion and a 12-month soft
lock-in period.
Note: there is a divergence in the Eagle Eye and Untie Nots year end. Eagle
Eye year end is 30 June, and Untie Nots is 31 December.
The Initial Consideration has been adjusted by way of a locked box mechanism
and so that the Company acquires Untie Nots with a normalised level of working
capital at Completion,
The Deferred Contingent Consideration can be paid in cash, Eagle Eye Ordinary
Shares or a mixture of both (the Company has agreed to use best efforts to
satisfy at least 50 per cent of the Deferred Contingent Consideration in
cash). The Deferred Contingent Consideration (if any) is expected to be paid
by June 2025. Any Eagle Eye Ordinary Shares issued as Deferred Contingent
Consideration will be subject to a 12-month soft lock in period from the date
of issue.
The Acquisition is conditional, inter alia, upon Admission and regulatory
approval by the French Ministry of Economy pursuant to the foreign direct
investment requirements of the French Monetary and Financial Code, the latter
of which is expected to occur between 30 to 75 business days after filing.
Further, the Company has certain termination rights such as, inter alia (i) if
the Untie Nots group fails to conduct its business in accordance with ordinary
course of business; (ii) a circumstance, event or fact exists that has a
material adverse effect on the Untie Nots group; (iii) there has been any
notice to terminate certain material contracts of the Untie Nots group either
received or given by the Untie Nots group; or (iv) if there is a material
breach of any of the warranties given by the sellers in the Acquisition
agreement.
The Acquisition Agreement contains warranties, representations and indemnities
which are customary for a transaction of this nature.
Cédric Chéreau and Zyed Jamoussi have agreed to remain with the Untie Nots
business and are expected to remain until at least 31 December 2024 and will
enter into agreements for their roles as corporate officers of Untie Nots upon
Completion. The Company expects to issue a total of 931,519 Initial
Consideration Shares on Completion, representing approximately 3.5 per cent.
of the Company's existing issued share capital (excluding the Placing Shares
for the avoidance of doubt). The Initial Consideration Shares will, following
their admission to trading on AIM, rank pari passu with the then existing
issued Ordinary Shares and will have the right to receive all dividends and
other distributions declared, made or paid in respect of the ordinary share
capital of the Company.
Financing of the Acquisition
As at 30 June 2022, the Group had net cash of £3.6 million, with further
undrawn revolving credit facilities of £5.0 million and an additional £2.5
million available, subject to credit approval at the time. The Placing is
expected to raise gross proceeds of approximately £7.0 million. The Directors
intend to utilise the Net Proceeds alongside existing cash reserves and a
drawdown of approximately £2.5 million from its undrawn revolving credit
facility to fund the cash element of the Initial Consideration. Following
Completion, the Group expects to retain a net cash position.
In the unlikely event that the Acquisition does not complete following
Admission, for example if the Company does not receive regulatory approval of
the Acquisition from the French Ministry of Economy by 28 February 2023 unless
that period is extended by the parties to the Acquisition, or if the Company
exercises any of its termination rights under the Acquisition agreement, the
Company will: (i) not drawdown the required funds from its revolving credit
facilities, and (ii) retain the Net Proceeds of the Placing and may, at its
sole discretion, decide to use the Net Proceeds for alternative acquisitions
or investments in the Group's growth strategy or consider a tax efficient way
to return the Net Proceeds to Shareholders.
4. Reasons for the Acquisition
Eagle Eye continues to make good progress delivering profitable cash
generative growth through the implementation of its "Win, Transact and Deepen"
strategy and the Directors consider that the acquisition of Untie Nots
presents a highly attractive opportunity to accelerate this strategy.
Untie Nots currently has flexible and scalable transactional capability to
both receive data inputs on customer behaviour and execute data insights in
real time, creating a highly sticky offering. Hosted in the Google Cloud,
Eagle Eye's AIR platform has enterprise grade speed and is well-positioned for
integrations with retailers' point of sale till systems. Through the Untie
Nots acquisition, Eagle Eye has the opportunity to extend its capabilities
into the analytical and user experience layers.
The Acquisition is in line with the strategy articulated by the Company:
· To win new customers: the Acquisition will further extend Eagle Eye's
presence in highly attractive consumer markets across Europe and North
America.
· Transact through our platform: the Acquisition will provide the
opportunity for Eagle Eye to sell its platform to Untie Nots' customer base of
blue-chip grocers and retailers, as well as providing new routes to market for
Untie Nots.
· Deepen with products from our portfolio: Untie Nots' AI powered
promotion and gamification software solution is complementary to Eagle Eye's
AIR platform and, following the Acquisition, the Group will enable clients to
connect multiple touchpoints to understand customers better, react fast,
incentivise, reward and deliver relevant communications. This complementarity
will offer cross-selling opportunities within Eagle Eye's customer base by way
of the adoption of a broader range of products and further utilise AI and deep
machine learning to facilitate hyper personalisation.
· To enter new geographies: the Acquisition will give Eagle Eye a
significant market position within France and Continental Europe, and
accelerate Eagle Eye's European investment strategy.
· To run the business Better, Simpler and Cheaper: the Acquisition
will provide Eagle Eye with additional technology and product capabilities in
both analytics and user experience, to augment Eagle Eye's transactional
expertise, as well as providing a gamification solution built for rapid
integration and roll-out. As the enlarged Group grows, the Directors expect
that the enhanced scale will be leveraged to produce synergies in some areas.
The Directors believe that the Acquisition will accelerate all of the
Company's growth pillars and is an excellent strategic fit for Eagle Eye.
Untie Nots is a fast-growing business with a largely complementary product
offering and enterprise clients. In addition, the Directors believe that there
is a strong strategic rationale for the Acquisition and that it will deliver
the following benefits to the Group and Untie Nots together (the "Enlarged
Group"):
· an enhancement of the Group's international reach, including in
Europe and North America;
· a strengthening of the Group's pool of talent, digital expertise,
capabilities and product offering; and
· revenue growth opportunity for the Enlarged Group with an expanded
base of blue-chip enterprise customers.
Furthermore, the Directors believe that the Acquisition is expected to be
earnings accretive in the first full year of ownership.
5. Current trading update
On 21 September 2022, the Company announced its final results for the year
ended 30 June 2022 ("Year"). The Group's trading update included the
following;
"The prospects for Eagle Eye are increasingly positive and we have entered
FY23 in a very strong position with considerable momentum across the business,
with trading in the first few months of the Year in line with the Board's
expectations. We have a considerable addressable market, high profile
customers in multiple geographies, a proven offering and a high-quality
business model driving growth in revenue, profits and generating cash.
In the current difficult economic environment, customer loyalty and effective
promotions are more important than ever. The retail industry is becoming
increasingly aware that data driven, personalised promotions are one of the
most effective ways to drive increased trade. The ability of our AIR platform
to deliver 1:1 marketing, in real time, at an enterprise scale, means we are
well positioned to address this growing customer need.
The Group continues to successfully manage inflationary pressures and the
underlying growth and flexibility of the Company's business model mean that
management can invest into the business and people with confidence to support
future growth.
The Group's strong new business pipeline, and growing international
opportunity in the US, Europe, and Asia, coupled with supportive market
drivers, underpins the Board's confidence in the long-term success of Eagle
Eye."
Since then, the Company has continued to trade in line with the Board's
expectations, and the Group is confident in delivering another year of
profitable growth.
6. Details of the proposed Placing
Under the terms of a placing agreement entered into today between each of the
Joint Bookrunners and the Company (the "Placing Agreement"), the Joint
Bookrunners have agreed, subject to the conditions set out in the Placing
Agreement, to fully underwrite the Placing. The Placing will be conducted
through the Bookbuild process, and by way of a non-pre-emptive placing to
investors of, in aggregate, 1,261,261 Placing Shares at the Placing Price to
raise approximately £7.0 million. The Board believes that raising equity
finance using the flexibility and certainty provided by a non-pre-emptive
placing is the most appropriate and optimal structure for the Company at this
time in order to finance the Acquisition.
The Placing Price represents a 3.9 per cent. discount to the closing
mid-market price per ordinary share of 577.5 pence on 15 November 2022, being
the last trading day prior to this Announcement.
The Placing Shares represent approximately 4.8 per cent. of the Company's
existing issued share capital. The Placing Shares will, following Admission,
rank pari passu with the Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect of the
issued ordinary share capital of the Company.
The Placing, which is subject to the terms and conditions set out in the
Appendix to this announcement, is conditional upon, inter alia, Admission
becoming effective and the Placing Agreement becoming unconditional in all
respects by no later than 8.00 a.m. on 18 November 2022 or such later date
(being not later than 8.00 a.m. on 2 December 2022) as the Company and the
Joint Bookrunners may agree.
The Placing is not conditional upon completion of the Acquisition. In the
unlikely event that the Acquisition does not complete following Admission, for
example if the Company does not receive regulatory approval of the Acquisition
from the French Ministry of Economy by 28 February 2023 unless that period is
extended by the parties to the Acquisition, or if the Company exercises any of
its rights under the Acquisition Agreement to terminate the Acquisition, the
Company will (i) not drawdown the required funds from its revolving credit
facilities, and (ii) retain the Net Proceeds and may, at its sole discretion,
decide to use the Net Proceeds for alternative acquisitions or investments in
accordance with the Group's growth strategy, or consider a tax efficient way
to return the Net Proceeds to Shareholders.
The Placing Agreement contains customary warranties and an indemnity from the
Company in favour of the Joint Bookrunners, together with provisions which
enable the Joint Bookrunners to terminate the Placing Agreement in certain
circumstances prior to Admission, including a material breach of the
Acquisition Agreement, or a material amendment being made to it without the
Joint Bookrunners' consent, where any warranties given by the Company are
found to be untrue, inaccurate or misleading in the context of the Placing,
the Acquisition or Admission, or in the event of a material adverse change in
the financial position or prospects of the Group or the Untie Notes group.
All of the Directors have confirmed that, as of the date of the Announcement,
they believe the Placing to be in the best interests of the Company. The
following Directors and senior management have indicated their intention to
participate in the Placing for the following number of Placing Shares at the
Placing Price:
Name Role Number of existing Ordinary Shares prior to the Placing Expected number of Placing Shares subscribed for in the Placing Expected resultant holding of Ordinary Shares on Admission Expected percentage of issued ordinary share capital held on Admission* (%)
Tim Mason Chief Executive Officer 318,534 10,000 328,534 1.2
Lucy Sharman-Munday Chief Financial Officer 39,770 6,000 45,770 0.2
David Aylmer Chief Operating Officer 21,394 6,000 27,394 0.1
Malcolm Wall Non-Executive Chairman 37,529 3,603 41,132 0.1
Sir Terry Leahy Non-Executive Director 2,420,970 36,036 2,457,006 8.9
Robert Senior Non-Executive Director 27,190 4,504 31,694 0.1
* Before the issue of the Initial Consideration Shares and assuming that no
further Ordinary Shares have been issued other than in respect of the Placing.
Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. It is expected that Admission will occur and
that dealings will commence at 8.00 a.m. on 18 November 2022.
Placing Statistics
Number of Ordinary Shares in issue immediately before the Placing 26,427,411
Number of Placing Shares to be issued pursuant to the Placing 1,261,261
Placing Price 555.0 pence
Gross proceeds of the Placing £7.0 million
Estimated net proceeds of the Placing £6.6 million
Number of Ordinary Shares in issue immediately following the Placing(*) 27,688,672
Placing Shares as a percentage of the Enlarged Share Capital 4.6 per cent
Note: * Assuming that the Placing completes and that no further Ordinary
Shares have been issued other than the Placing Shares.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); OR (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 WHICH FORMS PART OF
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION") WHO ALSO: (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; OR (C) PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT
TO (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER, BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN EAGLE EYE SOLUTIONS GROUP PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE PLACING SHARES
IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Investec, Shore Capital or any of their
respective affiliates, agents, directors, officers, consultants, partners, or
employees ("Representatives") that would permit an offer of the Placing Shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company, Investec, and Shore Capital to
inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, Japan, the Republic of South Africa or New
Zealand or any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not require the approval of
the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission, the Japanese Ministry of
Finance or the Financial Markets Authority of New Zealand; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of the United States, Australia, Canada,
Japan, the Republic of South Africa or New Zealand. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into the United States, Australia, Canada, Japan, the Republic of South
Africa or New Zealand or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (a "Placee") by making an
oral, electronic or written and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained 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.
Investec, is authorised by the Prudential Regulation Authority (the "PRA") and
regulated by the Financial Conduct Authority (the "FCA") and the PRA in the
United Kingdom. Investec Europe Limited (trading as Investec Europe)
("Investec Europe"), acting as agent on behalf of Investec Bank in certain
jurisdictions in the European Economic Area (together Investec Bank and
Investec Europe hereinafter referred to as "Investec"), is regulated in
Ireland by the Central Bank of Ireland. Investec is acting as sole financial
adviser, nominated adviser and joint bookrunner exclusively for the Company
and no one else in connection with the Placing and the Acquisition, and
Investec will not be responsible to anyone (including any Placees) other than
the Company for providing the protections afforded to its clients or for
providing advice in relation to the Placing and the Acquisition 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 Investec or by any of
its Representatives 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 therefore is expressly disclaimed. Investec's responsibilities as
the Company's nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to London Stock Exchange plc and are not owed to the Company or to
any director of the Company or to any other person.
Shore Capital Stockbrokers Limited and Shore Capital and Corporate Limited
(together "Shore Capital"), are authorised and regulated by the Financial
Conduct Authority in the United Kingdom and are acting exclusively for the
Company and no one else in connection with the Placing and the Acquisition,
and Shore Capital will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the Placing and the Acquisition 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 Shore Capital or by any
of its Representatives 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.
None of the information in this Announcement has been independently verified
or approved by the Joint Bookrunners or any of their respective directors,
officers, partners, agents, employees, affiliates, advisors, consultants, or
persons connected with them as defined in the Financial Services and Markets
Act 2000, as amended ("FSMA") (together, "Affiliates"). Save for any
responsibilities or liabilities, if any, imposed on the Joint Bookrunners by
FSMA or by the regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or otherwise, is
accepted by the Joint Bookrunners or any of their respective Affiliates
whatsoever for the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or inaccuracies in the
information or any opinions) or for any other statement made or purported to
be made by or on behalf of the Joint Bookrunners or any of their respective
Affiliates in connection with the Company, the Placing Shares, the Placing,
the Acquisition or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Placing or the Acquisition. The
Joint Bookrunners and their respective Affiliates accordingly disclaim all and
any responsibility and liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above) in respect of any statements or other
information contained in this Announcement and no representation or warranty,
express or implied, is made by the Joint Bookrunners or any of their
respective Affiliates as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Joint
Bookrunners. This Announcement is not intended to provide the basis for any
decision in respect of the Company or other evaluation of any securities of
the Company or any other entity and should not be considered as a
recommendation that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities. Recipients of this
Announcement who are considering acquiring Placing Shares pursuant to the
Placing are reminded that they should conduct their own investigation,
evaluation and analysis of the business, data and property described in this
Announcement. 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. The price and value of securities can go down
as well as up.
The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser, financial
adviser, or tax adviser for legal, financial, business or tax advice.
In connection with the Placing, the Joint Bookrunners and any of their
respective Affiliates, acting as investors for their own account, may take up
a portion of the Placing Shares in the Placing as a principal position and in
that capacity may retain, purchase, sell, offer to sell for the own accounts
or otherwise deal for their own account in such Placing Shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and
any of their Affiliates acting in such capacity. In addition, the Joint
Bookrunners and any of their respective Affiliates may enter into financing
arrangements (including swaps, warrants or contracts for difference) with
investors in connection with which the Joint Bookrunners and any of their
respective Affiliates may from time to time acquire, hold or dispose of
shares. The Joint Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
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.
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.
FORWARD LOOKING STATEMENTS
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made. Except as
required by applicable law or regulation, the Company and the Joint
Bookrunners expressly disclaim any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Sourcebook (the "UK Product Governance Requirements") and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of: (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in the FCA Handbook Conduct of Business
Sourcebook); 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 offer. In all circumstances the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of the
FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with end target market of: (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). 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 offer. In all
circumstances the Joint Bookrunners will only procure investors 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 or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW
ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA ("EEA") WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS
ANNOUNCEMENT, REFERRED TO AS "EEA QUALIFIED INVESTORS") AS DEFINED IN ARTICLE
2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN
THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF
THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS") WITHIN THE MEANING
OF ARTICLE 2(E) OF THE UK VERSION OF THE EU PROSPECTUS REGULATION WHICH FORMS
PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS") AND 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
"ORDER"), OR (II) ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR
PARTNERSHIP OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF
THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT
TO (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER, BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND
THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. BY ACCEPTING THE
TERMS AND CONDITIONS EACH PLACEE REPRESENTS AND AGREES THAT IT IS A RELEVANT
PERSON.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE
SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE
FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE
WILL BE NO PUBLIC OFFERING IN THE UNITED STATES. THE PLACING IS TO BE MADE
OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT
IN THE PLACING SHARES. THE PRICE OF ORDINARY SHARES IN THE COMPANY AND THE
INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET
BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES. THE
DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED
IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON WHO
COMES INTO POSSESSION OF THIS ANNOUNCEMENT OR ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.
In the United Kingdom, this Announcement is being directed solely at persons
in circumstances in which section 21(1) of the Financial Services and Markets
Act 2000 (as amended) (the "FSMA") does not require the approval of the
relevant communication by an authorised person.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
Persons who are invited to and who choose to participate in the Placing, by
making (or on whose behalf there is made) an oral, electronic or written and
legally binding offer to subscribe for Placing Shares (the "Placees"), will be
deemed to have read and understood this Announcement in its entirety and to be
making such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained in
this 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. In
particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Joint Bookrunners and the Company
that:
1. it is a Relevant Person (as defined above) and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. 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 EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable):
2.1 the Placing Shares acquired by it have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any member state of the EEA or the United Kingdom (as
applicable) other than EEA Qualified Investors or UK Qualified Investors (as
applicable) or in circumstances in which the prior consent of the Joint
Bookrunners has been given to the offer or resale; or
2.2 where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA or the United Kingdom other
than EEA Qualified Investors or UK Qualified Investors (as applicable), the
offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation or UK Prospectus Regulation as having been made to such persons;
3. it is acquiring the Placing Shares for its own account or is acquiring
the Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained in this Announcement;
4. it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix; and
5. it is located outside the United States.
The Company and the Joint Bookrunners will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and agreements.
Neither of the Joint Bookrunners, nor any of their respective affiliates,
agents, directors, partners, officers or employees, make any representation to
any Placees regarding an investment in the Placing Shares.
This Announcement or any part of it is for information purposes only and does
not constitute an offer, and may not be used in connection with an offer, to
sell or issue or the solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in the United
States, Canada, Australia, Japan, the Republic of South Africa or New Zealand
or in any jurisdiction in which such publication or distribution is unlawful.
Persons into whose possession this Announcement may come are required by the
Company to inform themselves about and to observe any restrictions of transfer
of this Announcement. No public offer of securities of the Company is being
made in the United Kingdom, the United States or elsewhere.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission, the Japanese Ministry of Finance or the Financial
Markets Authority of New Zealand; and the Placing Shares have not been, nor
will they be, registered under or offered in compliance with the securities
laws of any state, province or territory of Canada, Australia, Japan, the
Republic of South Africa or New Zealand. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into Canada,
Australia, Japan, the Republic of South Africa or New Zealand, or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this Appendix
or the Announcement of which it forms part should seek appropriate advice
before taking any action.
Details of the Placing
The Joint Bookrunners have entered into the Placing Agreement with the Company
under which the Joint Bookrunners have agreed, on the terms and subject to the
conditions set out therein, to use reasonable endeavours to procure, as the
Company's agents for the purpose of the Placing, subscribers for the Placing
Shares at the Placing Price. The Placing is being underwritten by the Joint
Bookrunners on the terms and conditions set out in the Placing Agreement.
The Placing Agreement contains customary undertakings and warranties given by
the Company to the Joint Bookrunners including as to the accuracy of
information contained in this Announcement, to matters relating to the Company
and its business and a customary indemnity given by the Company to the Joint
Bookrunners in respect of liabilities arising out of or in connection with the
Placing and/or Admission.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued Ordinary Shares, including
the right to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of the Ordinary Shares after the relevant date
of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for Admission of the
Placing Shares to trading on AIM.
Subject to the conditions for the Placing being met, it is expected that
Admission will take place on or before 8.00 a.m. on 18 November 2022 and that
dealings in the Placing Shares on AIM will commence thereafter.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding process in respect
of the Placing (the "Bookbuild") to determine the demand by Placees for
participation in the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their absolute
discretion, determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners (whether individually or through any of their affiliates) are arranging the Placing severally, and not jointly or jointly and severally, as placing agents of the Company and have agreed to use their respective reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.
2. Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by the Joint Bookrunners.
The Joint Bookrunners and their respective affiliates may participate in the
Placing as principals (and are each entitled to enter bids as principal in the
Bookbuild).
3. The price per Placing Share is a price of 555.0 pence (the
"Placing Price") and is payable to the Joint Bookrunners as agents for the
Company by all Placees whose bids are successful. The final number of Placing
Shares to be issued will be agreed between the Joint Bookrunners and the
Company following completion of the Bookbuild in respect of the Placing Shares
and will be recorded in a term sheet entered into between them (the "Term
Sheet"). The number of Placing Shares to be issued will be announced on a
Regulatory News Service following completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at either of the Joint
Bookrunners. Each bid should state the number of Placing Shares for which the
prospective Placee wishes to subscribe. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 9 below.
5. A bid in the Bookbuild will be made on the terms and subject to
the conditions in this Appendix 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 time at which it is
submitted. Following the relevant Joint Bookrunner's oral or written
confirmation of each Placee's allocation and commitment to acquire Placing
Shares, each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and the Joint Bookrunners, to pay to
them (or as the Joint Bookrunners may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of Placing Shares that such
Placee has agreed to subscribe for and the Company has agreed to allot and
issue to that Placee. Each prospective Placee's obligations will be owed to
the Company and the Joint Bookrunners.
6. The Bookbuild in respect of the Placing is expected to close by
09:00 a.m. on 16 November 2022, but the Bookbuild may be closed earlier or
later at the discretion of the Joint Bookrunners and the Company. The Joint
Bookrunners may, in agreement with the Company, accept bids, either in whole
or in part, that are received after the Bookbuild has closed.
7. The Joint Bookrunners are each acting exclusively for the
Company and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the Company for
protections afforded to their respective customers nor for providing advice in
relation to the matters described in this Announcement or any matter,
transaction or arrangement referred to in it.
8. Each prospective Placee's allocation of Placing Shares will be
confirmed to Placees either orally or in writing by a Joint Bookrunner as soon
as practicable following the close of the Bookbuild, and an electronic trade
confirmation will be dispatched as soon as possible thereafter. The terms and
conditions of this Appendix will be deemed incorporated therein. A Joint
Bookrunner's confirmation to such prospective Placee will constitute an
irrevocable legally binding commitment upon such prospective Placee (who will
at that point become a Placee) in favour of the Joint Bookrunners and the
Company, to subscribe for the number of Placing Shares allocated to it and to
pay the Placing Price on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of association.
The allocation to each Placee of Placing Shares comprised in that Placee's
aggregate allocation of Placing Shares shall be determined by the Joint
Bookrunners at their absolute discretion, in consultation with the Company.
9. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined in agreement with the
Company and may scale down any bids for this purpose on such basis as they may
determine. The Joint Bookrunners may also, notwithstanding paragraphs 4, 5 and
6 above, and subject to prior agreement with the Company, (a) allocate Placing
Shares after the time of any initial allocation to any person submitting a bid
after that time and (b) allocate Placing Shares after the Bookbuild has closed
to any person submitting a bid after that time. The Company reserves the right
(upon agreement with the Joint Bookrunners) to reduce or seek to increase the
amount to be raised pursuant to the Placing at its discretion.
10. Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made on the
basis explained below under "Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things, the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
13. To the fullest extent permissible by law and applicable FCA rules
and regulations, none of the Company, the Joint Bookrunners, or any of their
respective affiliates, agents, directors, officers, consultants, partners or
employees shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise) under these
terms and conditions. In particular, none of the Company, the Joint
Bookrunners, or any of their respective affiliates, agents, directors,
officers, consultants, partners or employees shall have any responsibility or
liability (including to the fullest extent permissible by law, any fiduciary
duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint Bookrunners and
the Company may agree. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees and the
Joint Bookrunners shall have no liability to the Placees for any failure by
the Company to fulfil those obligations.
14. The Placing Shares will be issued subject to the terms and
conditions of this Appendix and each Placee's commitment to subscribe for
Placing Shares on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the Joint Bookrunners'
conduct of the Placing.
15. All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any changes.
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 Joint Bookrunner's obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, inter alia:
· the Acquisition Agreement not having lapsed or been terminated;
· the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
· the Company complying with its obligations under the Placing
Agreement and the Placing Agreement not having been terminated in accordance
with its terms before Admission;
· in the opinion of either or both of the Joint Bookrunners, there
not having occurred a material adverse change in relation to the Group or a
material adverse change in relation to the Target Group; and
· Admission of the Placing Shares occurring by not later than 8.00
a.m. on 18 November 2022 (the "Admission Condition").
Any condition (other than the Admission Condition) may be waived, in whole or
in part, and the time for satisfaction of any condition may be extended by the
Joint Bookrunners (in their absolute discretion, such discretion to be
exercised in good faith, and without any obligation to make any such waiver or
extension) by express written notice to the Company provided that the time for
satisfaction of the conditions shall not be extended beyond 8.00 a.m. on 2
December 2022 and in relation to the Admission Condition shall not be extended
beyond the Long Stop Date. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares is not satisfied or waived by the Joint Bookrunners or
becomes incapable of being satisfied (and is not so waived) by the time or
date where specified (or such later time or date as the Company and the Joint
Bookrunners may agree, not being later than the Long Stop Date), or (ii) the
Placing Agreement is terminated as described below, the Placing will lapse and
the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on whose behalf
the Placee is acting) in respect thereof.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Right to terminate under the Placing Agreement" below and will not be
capable of rescission or termination by it.
Each Joint Bookrunner may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither of the Joint Bookrunners nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners.
Right to terminate under the Placing Agreement
Either or both of the Joint Bookrunners may, in its or their absolute
discretion, at any time before Admission terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including, inter alia:
· in the opinion of either or both of the Joint Bookrunners, the
warranties given by the Company to the Joint Bookrunners are not true and
accurate or have become misleading (or would not be true and accurate or would
be misleading if they were repeated at any time before Admission) by reference
to the facts subsisting at the time when the notice referred to above is
given; or
· in the opinion of either or both of the Joint Bookrunners (acting
in good faith), the Company fails to comply with any of its obligations under
the Placing Agreement which either Joint Bookrunner (acting in good faith)
considers to be material in the context of the Placing; or
· in the opinion of either or both of the Joint Bookrunners, there
has been a material adverse change in relation to the Group or a material
adverse change in relation to the Target Group; or
· there has been a material breach by any party to the Acquisition
Agreement of any of its obligations under the Acquisition Agreement, or of any
of the warranties under the Acquisition Agreement, or any of the warranties
under the Acquisition Agreement are or have become untrue or inaccurate in any
material respect or misleading, or the Acquisition Agreement has been
terminated or repudiated by any of the parties thereto or there has been a
material amendment to the terms of the Acquisition Agreement without the
consent of the Joint Bookrunners; or
· in the opinion of either or both of the Joint Bookrunners, there
has been a force majeure event.
The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and in the Placing
Agreement and will not be subject to termination by any Placee or any
prospective Placee at any time or in any circumstances and the Placees
participation will not be capable of rescission or termination by it after
oral confirmation by the Joint Bookrunners of the allocation and commitments
following the close of the Bookbuild. By participating in the Placing, Placees
agree that the exercise by either or both of 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, that they need not
make any reference to Placees and that the Joint Bookrunners shall have no
liability to Placees whatsoever in connection with any such exercise or
decision not to exercise.
Placees will have no rights against the Joint Bookrunners, the Company or any
of their respective directors (or equivalent) or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
Lock-up arrangements
Save for the fulfilment of legal obligations in existence as at the date of
the Placing Agreement (including the issue of shares under the Acquisition
Agreement or under existing employee share schemes), the Company has
undertaken with the Joint Bookrunners that it will not and will procure that
none of its subsidiaries will, during the period of 180 days from the date of
Admission, issue, allot, offer, pledge, sell, contract to sell, grant any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend or otherwise transfer or
dispose of, directly or indirectly, any Ordinary Shares or other shares in the
capital of the Company or any securities convertible into or exchangeable for
Ordinary Shares or other shares in the capital of the Company, or enter into
any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of Ordinary Shares or other
shares in the capital of the Company, other than with the prior written
consent of the Joint Bookrunners.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to grant consent to the undertaking by the Company of
a transaction which would otherwise be subject to the lock-up provisions under
the Placing Agreement shall be within the absolute discretion of the Joint
Bookrunners and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
No admission document or prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require an
admission document or prospectus to be published in the United Kingdom or in
any other jurisdiction. No offering document, admission document or prospectus
has been or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing or the Placing Shares, and
Placees' commitments will be made solely on the basis of the information
contained in the Announcement and the Exchange Information (as defined further
below) and subject to any further terms set out in the contract note,
electronic trade confirmation or other (oral or written) confirmation sent to
individual Placees. 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 that it has neither received nor relied on any
other information (other than the Exchange Information), representation,
warranty, or statement made by or on behalf of the Company, the Joint
Bookrunners, or any other person and neither the Joint Bookrunners, the
Company nor any other person will be liable for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or statement must
not be relied upon as having been authorised by the Joint Bookrunners, the
Company, or their respective officers, directors, partners, employees or
agents. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company nor the Joint
Bookrunners are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. No Placee should consider
any information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own solicitor, tax adviser and financial adviser for
independent legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BKF1YD83)
following Admission will take place within CREST provided that, subject to
certain exceptions, each of the Joint Bookrunners reserves the right to
require settlement for, and delivery of the Placing Shares (or a portion
thereof) to Placees by such other means that it deems necessary if delivery or
settlement is not possible or practicable within CREST within the timetable
set out in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Following the closing of the Bookbuild, each Placee allocated Placing Shares
will be sent an electronic trade confirmation or contract note stating the
number of Placing Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the Joint Bookrunners (as agent for the Company)
and settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
either the CREST or certificated settlement instructions that it has in place
with the Joint Bookrunners.
It is expected that settlement in respect of the Placing Shares will be on 18
November 2022 each on a T+2 basis in accordance with the instructions set out
in the trade confirmation. Settlement will be on a delivery versus payment
basis.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate from time to time of Barclays Bank PLC
as determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the relevant Joint Bookrunner's account and benefit (as agent for the
Company), an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable and shall
indemnify the Joint Bookrunners (as agents for the Company) on demand for any
shortfall below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax (together
with any interest or penalties) which may arise upon the sale of such Placing
Shares on such Placee's behalf. By communicating a bid for Placing Shares to a
Joint Bookrunner, each Placee confers on the Joint Bookrunners all such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which either or both of the Joint Bookrunners
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. If there are any
circumstances in which any United Kingdom stamp duty or stamp duty reserve tax
or other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment, issue,
sale, transfer or delivery of the Placing Shares (or, for the avoidance of
doubt, if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer or agreement to transfer Placing Shares), the
Company shall not be responsible for payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and the Joint Bookrunners, namely that, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood the
Announcement, in its entirety and that its subscription of Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the Placing, the
Company, the Placing Shares or otherwise, other than the information contained
in this Announcement and the Exchange Information (as defined below);
2. undertakes not to redistribute or duplicate this Announcement;
3. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and represents and
warrants that it has not received and will not receive a prospectus, admission
document or other offering document in connection therewith;
4. acknowledges that the Ordinary Shares are admitted to trading on AIM
and the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and the UK version of
the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR"))
(collectively, the "Exchange Information"), which includes a description of
the nature of the Company's business and the Company's most recent balance
sheet and profit and loss account and the Company's announcements and
circulars published in the past 12 months and that it is able to obtain or
access such information or comparable information concerning other publicly
traded company without undue difficulty;
5. acknowledges that none of the Joint Bookrunners, the Company, any of
their respective affiliates or any person acting on behalf of any of them has
provided it, and will not provide it, with any material regarding the Placing
Shares or the Company other than this Announcement; nor has it requested any
of the Joint Bookrunners, the Company, their respective affiliates or any
person acting on behalf of any of them to provide it with any such information
and has read and understood the Exchange Information;
6. acknowledges that the content of this Announcement is exclusively the
responsibility of the Company, and that none of the Joint Bookrunners, their
affiliates or any person acting on its or their behalf has or shall have any
liability for any information, representation or statement contained in this
Announcement or any information previously or concurrently published by or on
behalf of the Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or otherwise, provided that nothing
in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person. Each Placee further represents,
warrants and agrees that the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any Exchange Information,
such information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations, warranties or
statements made by the Joint Bookrunners, the Company or any of their
respective directors, partners, officers or employees or any person acting on
behalf of any of them, or, if received, it has not relied upon any such
information, representations, warranties or statements (including any
management presentation that may have been received by any prospective Placee
or any material prepared by the research department of either of the Joint
Bookrunners (the views of such research departments not representing and being
independent from those of the Company and the corporate finance departments of
the Joint Bookrunners and not being attributable to the same)), and neither
the Joint Bookrunners, nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement. Each Placee further
acknowledges and agrees that it may not place the same degree of reliance on
this Announcement as it may otherwise place on a prospectus or admission
document. Each Placee further acknowledges and agrees that it has relied
solely on its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing and it will not rely
on any investigation that the Joint Bookrunners, its affiliates or any other
person acting on its or their behalf has or may have conducted;
7. represents and warrants that it has neither received nor relied on any
confidential price sensitive information concerning the Company in accepting
this invitation to participate in the Placing and is not purchasing the
Placing Shares on the basis of material non-public information or inside
information (as defined under UK MAR);
8. if it has received any confidential price sensitive information
(including inside information as defined under UK MAR) about the Company in
advance of the Placing, it warrants that it has received such information
within the market soundings regime provided for in Article 11 of UK MAR and
has not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company; or (c)
disclosed such information to any person, prior to the information being made
publicly available;
9. it is aware of its obligations regarding insider dealing, including,
without limitation, as contained within in the Criminal Justice Act 1993 and
UK MAR, and confirms that it has and will continue to comply with those
obligations;
10. acknowledges that neither of the Joint Bookrunners has any duties or
responsibilities to it, or its clients, similar or comparable to the duties of
"best execution" and "suitability" imposed by the Conduct of Business
Sourcebook in the FCA's Handbook of Rules and Guidance and that neither of the
Joint Bookrunners is acting for it or its clients and that neither of the
Joint Bookrunners will be responsible for providing protections to it or its
clients;
11. acknowledges that neither of the Joint Bookrunners, any of their
affiliates or any person acting on behalf of it or them has or shall have any
liability for the Exchange Information, any publicly available or filed
information or any representation relating to the Company, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
12. that, save in the event of fraud on the part of a Joint Bookrunner (and to the extent permitted by the Rules of the FCA), neither such Joint Bookrunner, its ultimate holding company, nor any direct or indirect subsidiary undertakings of that holding company, nor any of their respective directors, partners and employees shall be liable to Placees for any matter arising out of the Joint Bookrunners' role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law Placees will immediately waive any claim against any of such persons which the relevant Placee(s) may have in respect thereof;
13. acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or with any state or other jurisdiction of
the United States and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from
the registration requirements of the Securities Act; nor have the Placing
Shares been approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
United States regulatory authority;
14. represents and warrants that it is and, at the time the Placing Shares
are subscribed for, will be, located outside the United States and acquiring
the Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S;
15. it, and the person(s), if any, for whose account or benefit it is
subscribing for the Placing Shares, is not subscribing for and/or purchasing
Placing Shares as a result of any "directed selling efforts" as defined in
Regulation S or as a result of any form of "general solicitation" or "general
advertising" within the meaning of Rule 502(c) under the Securities Act;
16. it is not acquiring the Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly, of any
Placing Shares into the United States or otherwise in violation of the United
States securities laws;
17. acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of Canada, Australia, Japan, the
Republic of South Africa or New Zealand and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within those jurisdictions and represents and warrants
that, unless specifically agreed in writing with the Joint Bookrunners,
neither it nor the beneficial owner of such Placing Shares will be a resident
of Canada, Australia, Japan, the Republic of South Africa or New Zealand;
18. represents and warrants that the issue to it, or the person specified by
it for registration as holder, of Placing Shares will not give rise to a
liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to whom the issue
of Placing Shares would give rise to such a liability and that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to transfer Placing Shares into a clearance system;
19. represents and warrants that: (i) it has complied with its obligations
under the Criminal Justice Act 1993, FSMA and UK MAR; (ii) in connection with
money laundering and terrorist financing, it has complied with its obligations
under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended)
and all related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having jurisdiction in
respect thereof and the Money Laundering Sourcebook of the FCA; and (iii) it
is not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to the Joint Bookrunners such evidence, if any, as to the identity or
location or legal status of any person which the Joint Bookrunners may request
from it in connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Joint Bookrunners on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be purchased
by it or at its direction pursuant to the Placing being reduced to such
number, or to nil, as the Joint Bookrunners may decide in its sole discretion;
20. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person and it acknowledges and agrees that this Announcement
has not been approved by either Joint Bookrunner in its capacity as an
authorised person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or approved as
financial promotion by an authorised person;
21. represents and warrants that it has complied and will comply with all
applicable provisions of the FSMA and the UK MAR with respect to anything done
by it in relation to the Placing Shares in, from or otherwise involving, the
United Kingdom;
22. represents and warrants that it and any person acting on its behalf is
entitled to acquire the Placing Shares under the laws of all relevant
jurisdictions and has fully observed such laws and regulations and that it has
all necessary capacity and has obtained all necessary consents and authorities
and taken any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) and will honour such
obligations;
23. where it is acquiring Placing Shares for one or more managed accounts,
represents and warrants that it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed account; (b) to
make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by the Joint Bookrunners;
24. acknowledges that its bid in the Bookbuild will be legally binding and
not capable of variation or revocation once submitted and undertakes that it
(and any person acting on its behalf) will make payment to the Joint
Bookrunners for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein and in the electronic
trade confirmation of contract note stating the number of Placing Shares
allocated to it and containing settlement instructions, failing which the
relevant Placing Shares may be placed with other subscribers or sold as the
Joint Bookrunners may in their discretion determine and without liability to
such Placee and it will remain liable and will indemnify the Joint Bookrunners
on demand for any shortfall below the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security transfer
tax (together with any interest or penalties due pursuant to or referred to in
these terms and conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf;
25. acknowledges that none of the Joint Bookrunners, any of their
affiliates, or any person acting on behalf of it or any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be
treated for these purposes as a client of any Joint Bookrunner and that none
of the Joint Bookrunners has any duties or responsibilities to it for
providing the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
26. undertakes that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as the case may
be. Neither the Joint Bookrunners nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to indemnify the
Company and the Joint Bookrunners in respect of the same on the basis that the
Placing Shares will be credited to the CREST stock account of the relevant
Joint Bookrunner who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions;
27. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Bookbuild and any non-contractual or other obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
28. acknowledges that time shall be of the essence in respect of its
obligations under this Appendix;
29. agrees that the Company, the Joint Bookrunners, and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to the Joint Bookrunners on its own behalf and on behalf of the Company and
are irrevocable and are irrevocably authorised to produce this Announcement or
a copy thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby;
30. agrees to indemnify on an after-tax basis 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 Appendix or
incurred by the Joint Bookrunners, the Company or each of their respective
affiliates, agents, directors, partners, officers or employees, arising from
the performance of the Placee's obligations as set out in this Announcement,
and further agrees that the provisions of this Appendix shall survive after
completion of the Placing;
31. acknowledges that no action has been or will be taken by any of the
Company, the Joint Bookrunners, or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a public offer
of the Placing Shares in any country or jurisdiction where any such action for
that purpose is required;
32. acknowledges that it has knowledge and experience in financial, business
and international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in this sector
and is aware that it may be required to bear, and it, and any accounts for
which it may be acting, are able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its associates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
33. acknowledges that its commitment to subscribe for Placing Shares on the
terms set out herein and in the trade confirmation or contract note will
continue notwithstanding any amendment that may in future be made to the terms
of the Placing and that Placees will have no right to be consulted or require
that their consent be obtained with respect to the Company's conduct of the
Placing;
34. acknowledges that the Joint Bookrunners, or any of their affiliates
acting as an investor for their own account, may take up shares in the Company
and in that capacity may retain, purchase or sell for its own account such
shares and may offer or sell such shares other than in connection with the
Placing;
35. irrevocably appoints any duly authorised officer of either Joint
Bookrunner as its agent for the purposes of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares which it agrees
to acquire upon these terms and conditions;
36. confirms 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;
37. acknowledges that any document that is to be sent to it in connection
with the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Joint Bookrunners;
38. if a pension fund or investment company, represents and warrants that
its purchase of Placing Shares is in full compliance with all applicable laws
and regulation; and
39. to the fullest extent permitted by law, acknowledges and agrees to the
disclaimers contained in the Announcement including this Appendix.
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given by the Placee to each of the Joint Bookrunners and the
Company and are irrevocable and shall not be capable of termination in any
circumstances.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Joint Bookrunners will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company or the Joint Bookrunners has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify the Joint Bookrunners
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
The rights and remedies of the Joint Bookrunners and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither of the Joint Bookrunners owes any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that either or both of the Joint Bookrunners or any of their respective
affiliates may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with a Joint
Bookrunner, any money held in an account with a Joint Bookrunner on behalf of
the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and regulations of the
FCA made under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from either of the Joint
Bookrunners' money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of its own business and the
Placee will rank only as a general creditor of the Joint Bookrunner.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment. The
Joint Bookrunners shall notify the Placees and any person acting on behalf of
the Placees of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall admit, in the
Announcement:
'Admission' means the admission of the Placing Shares to trading on AIM
becoming effective in accordance with Rule 6 of part 1 of the AIM Rules;
'AIM' means the market of that name operated by the London Stock Exchange;
'AIM Rules' means the provisions of the London Stock Exchange's AIM Rules for
Companies as amended from time to time governing, inter alia, admission to AIM
and the continuing obligations of AIM companies;
'Announcement' means this announcement (including the Appendix to this
announcement) relating to the Placing;
'Company' means Eagle Eye Solutions Group Plc (registered in England and Wales
under company registration number 08892109) whose registered office is at 5
New Street Square, London EC4A 3TW;
'CREST' means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & International Limited is the Operator (as
defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI
2001/3755) as amended from time to time;
'EBITDA' means the profit after tax after adding back interest, taxation,
depreciation and amortisation;
'EBITDA margin' means the profit after tax after adding back interest,
taxation, depreciation and amortisation, divided by total sales;
'Enlarged Share Capital' means the issued share capital of the Company
following completion of the Placing;
'Exchange Information' has the meaning given to it in the Appendix to this
announcement;
'FCA' means the Financial Conduct Authority of the United Kingdom;
'FSMA' means the Financial Services and Markets Act 2000 (as amended);
'Group' means the Company and its subsidiary undertakings from time to time;
'Joint Bookrunners' means each of (i) Investec Bank plc (registered in England
and Wales under company registration number 00489604) whose registered office
is at 30 Gresham Street, London EC2V 7QP, and (ii) Shore Capital Stockbrokers
Limited (registered in England and Wales under company registration number
01850105) whose registered office is at Cassini House, 57 St James's Street,
London SW1A 1LD, each being a 'Joint Bookrunner';
'London Stock Exchange' means London Stock Exchange plc;
'Long Stop Date' means 8.00 a.m. on 2 December 2022;
'Ordinary Shares' means the ordinary shares of £0.01 each in the capital of
the Company;
'Placee' means the persons (which may include the Joint Bookrunners
themselves) who are procured by the Joint Bookrunners to subscribe, subject to
the Conditions, for Placing Shares pursuant to the Placing on the terms of the
Placing Terms and Conditions;
'Placing' means the placing, to be conducted by way of an accelerated
bookbuild process, by the Joint Bookrunners on behalf of the Company of the
Placing Shares pursuant to the Placing Terms and Conditions and the provisions
of this agreement (including the Term Sheet, if applicable);
'Placing Agreement' means the placing agreement dated 16 November 2022 between
the Company and the Joint Bookrunners in respect of the Placing;
'Placing Price' means 555.0 pence per Placing Share;
'Placing Shares' means such number of Ordinary Shares which are proposed to be
allotted and issued by the Company and subscribed for by certain Placees
pursuant to the Placing, the final number of which will be announced by the
Company as soon as practicable after the Bookbuild closes;
'Regulation D' means Regulation D promulgated under the Securities Act;
'Regulation S' means Regulation S promulgated under the Securities Act;
'Regulatory News Service' means the electronic information dissemination
service operated by the London Stock Exchange's Company Announcements Office,
or any alternative "PIP service" (primary information provider service) which
the Company has selected for the purposes of making regulatory announcements
in accordance with the AIM Rules;
'Securities Act' means the United States Securities Act of 1933, as amended;
'Shareholder' means a shareholder of the Company;
'Target' means UNTIENOTS SAS, a French société par actions simplifiée
organised under the laws of France, whose registered office is located at 1,
allée Santos Dumont - 92150 Suresnes, registered with the Trade and Companies
register of Nanterre under number 812 492 767;
'Target Group' means the Target and its subsidiary undertakings from time to
time;
'United Kingdom' or 'UK' means the United Kingdom of Great Britain and
Northern Ireland.
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