REG - Earnz PLC - Placing & Acquisition
12/06/2025 07:00
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RNS Number : 4885M Earnz PLC 12 June 2025
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 THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS
INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF EARNZ PLC
OR OTHER EVALUATION OF ANY SECURITIES OF EARNZ PLC OR ANY OTHER ENTITY AND
SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD
SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION,
AS PERMITTED BY UK MAR. 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.
12 June 2025
EARNZ plc
("EARNZ", the "Company" or the "Group")
Proposed Acquisition of A&D Carbon Solutions LTD
and
Placing to raise up to £1.02 million
EARNZ plc ("EARNZ" or the "Company") (AIM: EARNZ), an energy services company
whose objective is to capitalise on the drive for global decarbonisation,
announces a proposed placing of up to 14,201,965 new ordinary shares of 4
pence each (the "Ordinary Shares") in the capital of the Company (the "Placing
Shares") at a price of 7.2 pence per Placing Share (the "Placing Price") to
raise gross proceeds (before expenses) of up to £1.02 million (the
"Placing").
The Placing Shares will represent approximately 13.83 per cent. of the
Company's existing issued share capital (the "Existing Ordinary Shares") and
the Placing Price represents a premium of approximately 125.0 per cent. to the
closing mid-market price of 3.2 pence per Ordinary Share on 11 June 2025,
being the last day prior to the release of this announcement.
EARNZ proposes to use the net proceeds of the Placing:
• to satisfy the £0.84 million initial cash consideration payable
for A&D Carbon Solutions LTD, a company based in Wales ("A&D") which
operates across the country, with a particular focus in Wales, using a network
of longstanding contractors delivering whole building solutions for the
decarbonisation agenda, including external wall insulation, cavity wall
insulation, air source heat pumps and solar panels. A&D'S focus is
predominantly looking to improve residential properties Energy Performance
Certificate ("EPC") rating through accessing government funding under various
schemes. A&D sources its work from customers who manage large scale
domestic retrofit projects, funded by UK Government decarbonisation funds,
such as ECO4 and Warm Homes Social Housing Fund Waves 2 &3, and has
recently won a new significant customer that has been onboarded on the back of
Wave 3. Its strong relationships with suppliers and sub-contractors and high
quality of work drives repeat business. (the "Acquisition"); and
• to provide working capital for the enlarged Group.
Acquisition of A&D CARBON SOLUTIONS LTD
EARNZ Holdings Limited (a wholly owned subsidiary of the Company) has entered
into an agreement with the shareholders of A&D (the "Vendors") to acquire
the entire issued share capital of A&D for a maximum consideration of
£2.8 million which comprises:
· initial consideration of £1.3 million to be satisfied by £0.84
million payable in cash on Completion, with an additional £0.2 million to be
held in an escrow account (the "Escrow") and payable dependent on achieving
EBITDA of £0.2 million for the period 1 June 2025 to 31 December 2025, and
£0.26 million payable in Consideration Shares; and
• deferred consideration of up to £1.5 million to be satisfied 60%
in cash and 40% in additional new Ordinary Shares which is payable subject to
A&D achieving certain performance targets to be satisfied, details of
which are set out below.
The issue of the £0.26 million in new Ordinary Shares as part of the initial
consideration for A&D is conditional on shareholder approval to be sought
at a general meeting.
A&D will be acquired on a debt free/cash free basis with normalised
working capital. The Vendors have agreed to enter into lock-in agreements for
2 years (1 year lock in and 1 year orderly market) following each issue of the
new Ordinary Shares.
The deferred consideration will become payable on A&D delivering agreed
EBITDA targets to be satisfied in two tranches as follows:-
· Year 1 - £15.96 (Y1 Multiplier) for every £1 by which A&D's
EBITDA for the period from 1 July 2025 to 30 June 2026 exceeds £446,500 plus
any balance in the Escrow (divided by the Y1 Multiplier), up to a maximum of
£750,000 plus any balance in the Escrow of which 60% shall be payable in cash
and 40% in new Ordinary Shares (at the prevailing share price at the time of
issue);
· Year 2 - £15 (Y2 Multiplier) for every £1 by which A&D's EBITDA
for the period from 1 July 2026 to 30 June 2027 exceeds £490,000, plus any
balance in the Escrow (divided by the Y2 Multiplier), up to a maximum of
£750,000 plus any balance in the Escrow of which 60% shall be payable in cash
and 40% in new Ordinary Shares (at the prevailing share price at the time of
issue).; and
· Year 3 - £15 (Y3 Multiplier) for every £1 by which A&D's EBITDA
for the period from 1 July 2027 to 30 June 2028 exceeds £510,000 up to a
maximum of the balance in the Escrow (if any).
Each of the directors of A&D will receive performance-based options to the
value of £0.50 for each £1 of additional EBITDA achieved over the
performance targets set out above, up to a maximum total value of £100,000 in
aggregate (£50,000 each) in each of year 1 and year 2 following Completion.
A&D is a profitable and cash generative company whose figures historically
have not been audited. The table below sets out summary unaudited historical
financial information for the 3 years ended 31 July 2024 and 9 months ended 30
April 2025: -
£'000 Unaudited Unaudited Unaudited Unaudited
Year ended Year ended Year ended 9 months to 30 April 2025
31 July 2022 31 July 2023 31 July 2024
Revenue 2,380 2,402 2,771 2,893
Cost of sales (1,176) (1,477) (1,714) (1,792)
Gross profit 1,204 925 1,057 1,101
EBITDA 439 204 455 216
Profit before tax 432 181 410 163
Total profit after tax 445 189 321 122
Net Assets 108 82 198 144
Cash 269 101 259 128
The Acquisition will broaden the Group's current offering and provide further
potential for cross-selling opportunities within the current portfolio. This
includes synergistic opportunities with the new SW Assessors subsidiary which
will "feed" work through to A&D generating organic growth. The Board of
EARNZ believe the Acquisition will be earnings enhancing.
The Acquisition is conditional on, and its completion shall take place
simultaneously with, Second Admission and the passing of the Resolution at the
General Meeting to be held at the offices of Shore Capital, Cassini House, 57
St James's Street, London SW1A 1LD at 10.00 a.m. on 30 June 2025.
Directorate Changes
Immediately following Completion, Peter Smith will be appointed as Group CEO,
Bob Holt will become Non-Executive Chair, and John Charlton will resign as a
director of the Company but will remain as Company Secretary.
Peter Smith was most recently CEO of Sureserve Group PLC, a formerly AIM
quoted business, specialising in Compliance & Energy Services, which was
sold to private equity in July 2023. Prior to that he was CFO, joining the
business in July 2019. He has a background in finance, particularly in
regulated industries, including Mitie, OCS, Balfour Beatty, and British Gas.
He holds a Henley MBA and ACMA. He is also a Freeman of the City of London and
a Liveryman of the Worshipful Company of Plumbers.
Details of the Placing
Shore Capital Stockbrokers Limited ("SCS" or the "Broker") is acting as sole
broker in connection with the Placing and Shore Capital and Corporate Limited
("SCC", and together with SCS, "Shore Capital") is acting as nominated adviser
to EARNZ.
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") at the Placing Price. The Bookbuild will open with immediate
effect following the release of this Announcement in accordance with the terms
and conditions set out at Appendix I to this Announcement.
The Placing is conditional upon the Placing Agreement between the Company and
Shore Capital not having been terminated in accordance with its terms. The
Placing is being carried out pursuant to the Company's existing shareholder
authorities granted at the Company's General Meeting held on 27 August 2024.
For the avoidance of doubt, no shareholders' approval is being sought in
respect of the Placing and the Placing is not conditional on the completion of
the Acquisition.
The timing for the close of the Bookbuild and allocation of the Placing Shares
shall be at the absolute discretion of the Broker, in consultation with the
Company. The final number of Placing Shares to be issued pursuant to the
Placing will be agreed by the Broker and the Company at the close of the
Bookbuild. The result of the Placing will be announced as soon as practicable
thereafter. The Placing is not being underwritten. The Placing Shares are not
being made available to the public and are not being offered or sold in any
jurisdiction where it would be unlawful to do so.
Directors' participation in the Placing
All of the Directors have indicated (but not yet committed) that they intend
to participate in the Placing up to an aggregate amount of £0.268 million.
Admission, settlement and dealings
Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. It is expected that First Admission will
become effective and that dealings in the Placing Shares will commence, at
8.00 a.m. on 17 June 2025.
The Placing Shares will rank pari passu in all respects with the Existing
Shares and will rank in full for all dividends and other distributions
declared, made or paid on Placing Shares after First Admission. Definitive
share certificates in respect of the Placing Shares and the Consideration
Shares will be despatched within 10 business days of the respective date of
Admission.
The ISIN number of the Placing Shares is GB00BRC2TB67. The TIDM is EARNZ.
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. Appendix I to this Announcement sets out further
information relating to the terms and conditions of the Placing.
Enquiries:
EARNZ plc +44 (0) 7778 798 816
Bob Holt / Elizabeth Lake
Shore Capital - Nominated Adviser and Joint Broker +44 (0) 20 7408 4090
Tom Griffiths / Tom Knibbs / Lucy Bowden
Zeus Capital - Joint Broker +44 (0) 20 7220 1666
Antonio Bossi / Andrew de Andrade
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025(2)
Publication and posting of this document 12 June
First Admission and commencement of dealings on AIM in the Placing Shares 8.00 a.m. on 17 June
Placing Shares credited to CREST accounts, where 8.00 a.m. on 17 June
applicable, by
Latest time and date for receipt of completed Forms of Proxy and CREST voting 10.00 a.m. on 26 June
instructions
General Meeting 10.00 a.m. on 30 June
Second Admission and commencement of dealings on AIM in the Consideration 8.00 a.m. on 1 July
Shares
Despatch of definitive share certificates (as applicable) within 10 business each Admission date
days of
Notes:
1. All references to times in this Announcement are to London time.
2. The dates and times set out in the above timetable and in the
rest of this Announcement are indicative only and may be subject to change. If
any such dates and times should change, the revised times and/or dates will be
notified by the Company by announcement via a Regulatory Information Service.
Important Notices
Shore Capital is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for EARNZ and no
one else in connection with the Placing, and Shore Capital will not be
responsible to anyone (including any Placees) other than EARNZ for providing
the protections afforded to its clients or for providing advice in relation to
the Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Brokers or by any of their respective 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.
The responsibilities of SCC as EARNZ's nominated adviser under the AIM Rules
for Nominated Advisers is owed solely to the London Stock Exchange and are not
owed to EARNZ or to any Director or to any other person.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of EARNZ'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 EARNZ,
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 EARNZ and its affiliates operate,
the effect of volatility in the equity, capital and credit markets on EARNZ's
profitability and ability to access capital and credit, a decline in EARNZ'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 EARNZ 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 EARNZ speak only as of the date
they are made. Except as required by applicable law or regulation, EARNZ
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in EARNZ's expectations with regard thereto or any changes
in events, conditions or circumstances on which any such statement is based.
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 EARNZ for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of EARNZ.
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.
Investors who have chosen to participate in the Bookbuild and the Placing, by
making or accepting 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 and to be making an offer and acquiring the
Placing Shares on the terms and subject to the conditions contained herein and
to be providing the confirmations, representations, warranties, agreements,
acknowledgements and undertakings contained in Appendix I.
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 or the Japanese Ministry of Finance; 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, the Republic of South Africa or Japan. 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, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom or the EEA.
Neither the content of EARNZ's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
INFORMATION TO DISTRIBUTORS
UK product governance
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint Brokers 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
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
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 in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "EU Target Market Assessment"). 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 Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the EU
Target Market Assessment, the Joint Brokers 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 1
TERMS AND CONDITIONS OF THE PLACING
UNLESS DEFINED BELOW CAPITALISED TERMS ARE AS DEFINED IN THIS ANNOUNCEMENT.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE ("RELEVANT MEMBER
STATE") OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS ("UK QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2(e) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION
OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR
(II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (C) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO
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. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
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 OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY
OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THE PLACING SHARES WILL
BE OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT ("REGULATION S")) PURSUANT TO REGULATION S AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE
IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS 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 ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or the issue of
the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken or will be taken by the Company, the Nominated Adviser,
the Broker or any of their respective affiliates, agents, directors, officers
or employees 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, the Nominated Adviser and the Broker to inform
themselves about and to observe any such restrictions.
Neither this Announcement nor any part of it constitutes or forms part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in any jurisdiction in which such offer or
solicitation is unlawful and, in particular, is not for distribution in or
into the United States (including its territories and possessions, any state
of the United States and the District of Columbia), Australia, Canada, Japan,
the Republic of South Africa or to any national, resident or citizen of the
United States, Australia, Canada, Japan or the Republic of South Africa or to
any corporation, partnership or other entity created or organized under the
laws thereof, or to any persons in any other country outside the United
Kingdom where such distribution may lead to a breach of any legal or
regulatory requirement. No public offering of the Placing Shares is being made
in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. In the United Kingdom, this Announcement
is being directed solely at persons in circumstances in which section 21(1) of
FSMA does not apply.
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 or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan or the Republic of South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction in which such activities would be unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action.
Each Placee should consult with its own advisers as to legal, tax, business
and related aspects of an acquisition of Placing Shares. The price of shares
and any income expected from them may go down as well as up and Placees may
not get back the full amount invested upon disposal of the shares. Past
performance is no guide to future performance.
Placees, including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given, will be deemed: (i) to have
read and understood this Announcement, including this Appendix, in its
entirety; and (ii) to be participating and making an offer for Placing Shares
on the terms and conditions and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this Appendix.
Representations, warranties and acknowledgements of the Placees
In particular, each such Placee represents, warrants and acknowledges that:
1 in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a UK Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Regulation 5(1) of the UK Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale (a) to persons in the United Kingdom
other than UK Qualified Investors or (b) to persons in any Relevant Member
State other than EEA Qualified Investors or (c) or in circumstances in which
the prior consent of SCS has been given to each such proposed offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of persons in
the United Kingdom other than UK Qualified Investors, the offer of those
Placing Shares to it is not treated under the UK Prospectus Regulation as
having been made to such persons; or
(iii) where Placing Shares have been acquired by it on behalf of persons,
other than EEA Qualified Investors, in any Relevant Member State, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;
2 in the case of a Relevant Person in a Relevant Member State who
acquires any Placing Shares pursuant to the Placing:
(a) it is an EEA Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Regulation 5 of the EU Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale (a) to persons in the United Kingdom
other than UK Qualified Investors or (b) to persons in any Relevant Member
State other than EEA Qualified Investors or (c) or in circumstances in which
the prior consent of SCS has been given to each such proposed offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of persons in
the United Kingdom other than UK Qualified Investors, the offer of those
Placing Shares to it is not treated under the UK Prospectus Regulation as
having been made to such persons; or
(iii) where Placing Shares have been acquired by it on behalf of persons,
other than EEA Qualified Investors, in any Relevant Member State, the offer of
those Placing Shares to it is not treated under the EU 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 has
authority to exercise, and is exercising, 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 except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any person on
whose account it is acting, as referred to in paragraph 4 above) is located
outside the United States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S.
Details of the Placing Agreement, the Placing Shares and the Bookbuild
SCC is acting as nominated adviser and SCS is acting as the broker in
connection with the Placing and Admission. SCC and SCS have entered into the
Placing Agreement with the Company under which, among other things, SCS has
agreed to use its reasonable endeavours to procure Placees to take up the
Placing Shares, on the terms and subject to the conditions set out therein.
SCS will today commence the Bookbuild. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of any Placing
Shares. The Placing is not being underwritten.
SCS shall be entitled to effect the Placing by such alternative method to the
Bookbuild as it may, in its absolute discretion following consultation with
the Company, determine.
The Placing Shares will, as from the date when they are issued, be fully paid
up, rank in full for all dividends and other distributions declared, made or
paid on the Existing Ordinary Shares and otherwise rank pari passu in all
respects with, and be identical to, the Existing Ordinary Shares.
Application for admission to trading
Application has been made for admission of the Placing Shares to trading on
AIM. It is expected that Admission will become effective and that dealings in
the Placing Shares will commence at 8.00 a.m. on 17 June 2025.
Participation in, and principal terms of, the Placing
SCS is arranging the Placing as broker and agent of the Company for the
purpose of procuring Placees at the Placing Price for the Placing Shares.
1 Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by SCS. SCS may (but is not
obliged to) agree to be a Placee in respect of all or some of the Placing
Shares or may nominate any member of its group to do so.
2 The number of Placing Shares to be issued at the Placing Price
will be agreed by SCS (in consultation with the Company) following completion
of the Bookbuild. The number of Placing Shares to be issued will also be
announced on an RIS following the completion of the Bookbuild (the "Placing
Results Announcement").
3 To bid in the Bookbuild, Placees should communicate their bid by
telephone or email to their usual sales contact at SCS. Each bid should state
the number of Placing Shares which the prospective Placee wishes to subscribe
for. Bids may be scaled down by SCS on the basis referred to in paragraph 7
below.
4 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 SCS's consent, will not be
capable of variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to the Company and SCS, to pay to them (or as SCS 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 SCS.
5 The Bookbuild is expected to close at 5.00 p.m. today, but may be
closed earlier or later at the discretion of SCS. SCS may, in agreement with
the Company, accept bids, either in whole or in part, that are received after
the Bookbuild has closed.
6 SCS may choose to accept bids, either in whole or in part, on the
basis of allocations determined in consultation with the Company and may scale
down any bids for this purpose on such basis as they may determine. SCS may
also, notwithstanding paragraphs 4 and 5 above, (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 SCS) to reduce or seek to increase the amount to be
raised pursuant to the Placing at its discretion.
7 Allocations of the Placing Shares will be determined by SCS in its
absolute discretion after consultation with the Company with regard to the
identities of the proposed Placees in accordance with the conduct of business
sourcebook of the FCA handbook. Allocations will be confirmed orally or by
email by SCS and a Form of Confirmation will be despatched as soon as possible
thereafter. SCS's oral or email confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee), in favour of SCS and the Company, to acquire the
number of Placing Shares allocated to it and to pay the Placing Price in
respect of such shares on the terms and conditions set out in this Appendix
and in accordance with the Company's articles of association. Except with
SCS's consent, such commitment will not be capable of variation or revocation
after the time at which it is submitted.
8 Each Placee's allocation and commitment to SCS (acting as placing
agents for the Company) will be evidenced by a Form of Confirmation issued to
such Placee by SCS. The terms of this Appendix will be deemed incorporated in
that Form of Confirmation.
9 Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to both the Placing will be required to be made at the relevant time,
on the basis explained below under "Registration and Settlement".
10 All obligations of SCS under the Placing will be subject to fulfilment
of the conditions referred to below under "Conditions of the Placing" and to
the Placing not being terminated on the basis referred to below under "Right
to terminate under the Placing Agreement".
11 By participating in the Placing, each Placee will agree that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below under "Right to terminate under the Placing
Agreement" and will not be capable of rescission or termination by the Placee.
12 To the fullest extent permissible by law, neither SCS, nor the Company,
nor any of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, neither SCS, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of the conduct of the Placing or of such
alternative method of effecting the Placing as SCS and the Company may
determine.
13 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 SCS's conduct of the Placing.
14 All times and dates in this Announcement may be subject to amendment.
The Broker shall notify the Placees and any person acting on behalf of the
Placees of any such changes.
Conditions of the Placing
The Placing is conditional upon the relevant conditions as listed in the
Placing Agreement becoming unconditional (each a "Placing Condition") and the
Placing Agreement not having been terminated in accordance with its terms
prior to Admission.
In respect of the Placing, SCC and SCS's obligations under the Placing
Agreement are conditional on, inter alia:
1 the Acquisition Agreement having been entered into by the parties
thereto on or before the date of the Placing Agreement and remaining in full
force and effect and not having been modified, rescinded, lapsed or been
terminated (in whole or in part);
2 the Placing Results Announcement being released through a RIS by
no later than 5.00 p.m. on the date of the Placing Agreement;
3 the warranties in the Placing Agreement being true, accurate and
not misleading when made at the date of the Placing Agreement, the date of the
Term Sheet and at Admission by reference to the facts and circumstances
subsisting at that time;
4 in the opinion of SCC and SCS (acting in good faith), no Specified
Event (as defined in the Placing Agreement) or Material Adverse Change (as
defined in the Placing Agreement) having occurred before Admission;
5 the Placing Shares having been allotted, conditional only on
Admission; and
6 Admission becoming effective no later than 8.00 a.m. on the
Expected Admission Date (or such later date as SCC and SCS may agree as the
date for Admission but in any event no later than 8.00 a.m. on the Long Stop
Date) (the "Admission Condition").
Save for the Admission Condition (which is not capable of being waived), SCC
and SCS may, at their absolute discretion (acting jointly) and subject to such
conditions as they consider appropriate, extend (or where capable of waiver,
waive) the time and date by which any of the Placing Conditions may be
satisfied, provided that the time and date for satisfaction of the Admission
Condition shall not extend 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 Placing Conditions contained in the Placing Agreement,
including those described above, is not fulfilled or (where permitted) waived
by the relevant time or date specified (or such later time and/or date as the
Company, SCC and SCS may agree); or (ii) the Placing Agreement is terminated
in the circumstances specified below prior to Admission, the Placing will
lapse, any funds delivered by the Placee to SCS in respect of the Placee's
participation will (if applicable) be returned to the Placee at the Placee's
risk without interest and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it (or any person on whose behalf
the Placee is acting) in respect thereof.
Neither SCC, SCS nor any of their respective affiliates, agents, directors,
officers or employees 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 Placing Condition in
the Placing Agreement nor in respect of 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 SCS.
Right to terminate under the Placing Agreement
SCC and SCS may, in its absolute discretion, be entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if, in the opinion of SCC or
SCS:
1 any statement contained in the Placing Documents (as defined in
the Placing Agreement) has become untrue, inaccurate or misleading or any
matter having arisen which would, if such documents were issued at that time,
constitute an omission from such documents or any of them;
2 any of the warranties given by the Company in the Placing
Agreement was untrue, inaccurate or misleading when made and/or that any such
warranties has ceased to be true or accurate or has become misleading in each
case by reference to the facts and circumstances subsisting at that time;
3 the Application is withdrawn or refused by the London Stock
Exchange;
4 any party to the Acquisition Agreement have become entitled to
terminate or rescind or has terminated or rescinded the Acquisition Agreement
or the Acquisition Agreement is no longer in full force or effect; or
5 a Specified Event (as defined in the Placing Agreement) or a
Material Adverse Change (as defined in the Placing Agreement) has occurred or
there is a fact, circumstance or development reasonably likely to result in a
Material Adverse Change; or
6 there has occurred:
(a) any material adverse change in the financial markets in the United
States, the United Kingdom or in any member or associate member of the
European Union or the international financial markets;
(b) any outbreak or escalation of hostilities, war, act of terrorism,
declaration of emergency or martial law or other calamity or crisis or event
or any change or development involving a prospective change in national or
international political, financial, economic, monetary or market conditions or
currency exchange rates or controls in the United States, the United Kingdom
or in any member or associate member of the European Union;
(c) a suspension or material limitation by the London Stock Exchange on
any exchange or other-the-counter market in the trading in any securities of
EARNZ, or a suspension or material limitation in trading generally on the New
York Stock Exchange, the NASDAQ National Market or the London Stock Exchange,
or the fixing of minimum or maximum prices for trading or the imposition of a
requirement for maximum ranges for prices of securities, by any of said
exchanges or by such system or by order of any governmental authority, or a
material disruption has occurred in commercial banking or securities
settlement or clearance services in the United States or in Europe;
(d) any actual or prospective change or development of Taxation in the
United Kingdom or any other relevant jurisdictions (as defined in the Placing
Agreement) that would have a materially adverse effect on any member of the
EARNZ Group, the allotment, issue or delivery of the New Ordinary Shares or
the transfer thereof, or any member or associate member of the European Union;
or
(e) a declaration of a banking moratorium by the authorities in the United
States, the United Kingdom or a member or associate member of the European
Union,
which in any such case would (either individually or together with any other
event referred to in this paragraph 6), in the opinion of SCC or SCS (acting
in good faith), be likely to prejudice the success of the Transaction (as
defined in the Placing Agreement), dealings in the New Ordinary Shares
following Admission or which makes it impractical or inadvisable to proceed
with the Transaction (as defined in the Placing Agreement) in the manner
contemplated in the Placing Documents (as defined in the Placing Agreement).
By participating in the Placing, Placees agree with the Company, SCC and SCS
that the exercise or non-exercise by SCC and SCS of any right of termination
or other right or other discretion under the Placing Agreement shall be within
the absolute discretion of SCC and SCS or for agreement between the Company
and SCC and SCS (as the case may be) and that none of the Company, SCC nor SCS
need make any reference to, or consult with, you and that none of the Company,
SCC or SCS nor any of their respective affiliates or its or their respective
duly authorised representatives shall have any liability to you whatsoever in
connection with any such exercise or failure to so exercise or otherwise.
Restriction on Further Issue of Shares and certain other matters
The Company has undertaken to SCC and SCS that it will not, and will procure
that no Enlarged Group Company will, between the date of the Placing Agreement
and 180 days following Admission, inter alia:
1 allot, issue, offer, sell, contract to sell or issue, grant any
option, right or warrant to subscribe or purchase or otherwise dispose of or
create an encumbrance over, directly or indirectly, any "equity securities"
(as defined in the Companies Act) (or any securities convertible into or
exchangeable for equity securities or which carry rights to subscribe or
purchase equity securities) or any interest in any equity securities or agree
to do any of such things; or
2 enter into, or incur any obligation to make, any commitment or
agreement, or put itself in a position where it is obliged to announce that
any commitment or agreement may be entered into or made save to the extent
that it relates to such a commitment or agreement disclosed in this
Announcement, which in either case is or might be material in the context of
the Transaction, without the prior written consent of SCS.
No Prospectus
No offering 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.
Placees' commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any other Exchange Information (as defined below) and
subject to the further terms set forth in the Form of Confirmation. Each
Placee, by accepting a participation in the Placing, agrees that the content
of this Announcement (including this Appendix) and all other Exchange
Information is exclusively the responsibility of the Company and confirms that
it has neither received nor relied on any other information, representation,
warranty or statement made by or on behalf of the Company, SCC, SCS or any
other person and none of the Company, SCC, SCS 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. 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. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BRC2TB67)
following Admission will take place within CREST. Subject to certain
exceptions, SCS and the Company reserve the right to require settlement for,
and delivery of, the Placing Shares (or any part thereof) to Placees by such
other means that they deem 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 the Placee's
jurisdiction.
Each Placee allocated any Placing Shares in the Placing will be sent a Form of
Confirmation in accordance with the standing arrangements in place with SCS
stating the number of Placing Shares allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the Broker and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions in respect of the Placing Shares
that it has in place with SCS. Settlement within CREST will take place 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 of Barclays Bank PLC as determined by
SCS.
It is expected that in respect of the Placing Shares, settlement will be on 17
June 2025 in accordance with the instructions set out in the Form of
Confirmation.
Each Placee is deemed to agree that, if it does not comply with these
obligations, SCS may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for SCS's account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any interest or
penalties) or other similar taxes imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Form of Confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are 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. If there are any circumstances in which any stamp duty
or stamp duty reserve tax or other similar taxes or duties (including any
interest and penalties relating thereto) is payable in respect of the
allocation, allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax
is payable in connection with any subsequent transfer of or agreement to
transfer Placing Shares), none of the SCC, SCS nor the Company shall be
responsible for payment thereof.
Representations, Warranties, Undertakings and Further Terms
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably:
1 represents and warrants that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
acquisition 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 undertakes not to
redistribute or duplicate this Announcement;
2 acknowledges that its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it in any
circumstances;
3 acknowledges that no offering document or prospectus has been or
will be prepared in connection with the Placing and represents and warrants
that it has not received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares and that any
participation in the Bookbuild will solely be on the basis of the information
in this Announcement and other Exchange Information;
4 acknowledges that the Placing does not constitute a recommendation
or financial product advice and SCC and SCS have not had regard to its
particular objectives, financial situation or needs;
5 acknowledges that none of SCC, SCS, the Company nor any of their
respective affiliates, agents, directors, officers or employees has provided,
nor will provide, it with any material regarding the Placing Shares or the
Company other than this Announcement; nor has it requested any of SCC, SCS,
the Company, any of their respective affiliates or any person acting on behalf
of any of them to provide it with any such information;
6 acknowledges that the Existing Ordinary Shares are admitted to
trading on AIM and that the Company is therefore required to publish certain
business and financial information in accordance with the rules and practices
under the AIM Rules (collectively, the "Exchange Information"), which includes
a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or access such information, or comparable information
concerning other publicly traded companies, in each case without undue
difficulty;
7 acknowledges that the content of this Announcement is exclusively
the responsibility of the Company and that none of SCC, SCS, nor their
respective affiliates or any person acting on behalf of any of them, has or
shall have any liability for any information, representation or statement
contained in, or omission from this Announcement or any information previously
published by or on behalf of the Company, pursuant to applicable laws, 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. 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 Placing Shares is contained
in this Announcement and other Exchange Information, such information being
all that such Placee deems necessary or appropriate and sufficient 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 any of SCC, SCS, or the Company nor any of
their respective affiliates, agents, directors, officers or employees and none
of SCC, SCS, or the Company or any such affiliate, agent, director, officer or
employee 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, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that person;
8 acknowledges and agrees that it may not rely, and has not relied,
on any investigation that SCC, SCS or any of their respective affiliates or
any person acting on their respective behalf, may have conducted with respect
to the Placing Shares or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company, the Placing
Shares or the accuracy, completeness or adequacy of the information from the
London Stock Exchange or any other information; each Placee further
acknowledges that it has received all information it believes necessary or
appropriate in connection with its investment in the Placing Shares;
9 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial and trading
position of the Company in accepting a participation in the Placing and none
of SCC, SCS, or any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company or any other person other than this Announcement, the
Exchange Information and any Supplementary Announcement (if required); nor has
it requested any of SCC, SCS, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them to provide it with any such information;
10 the content of this Announcement is exclusively the responsibility of
the Company and the Directors and none of SCC, SCS or any person acting on
behalf of either of them or any of their respective affiliates, agents,
directors, officers or employees has or shall have any liability for any
information, representation or statement contained in this Announcement or any
Supplementary Announcement (if required) or any Exchange Information or other
information previously published by or on behalf of the Company or any member
of the Group;
11 represents and warrants that it, and any prospective beneficial owner
for whose account or benefit it is purchasing the Placing Shares, is and, at
the time the Placing Shares are subscribed for, will be located outside the
United States and is acquiring the Placing Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S;
12 represents and warrants that it has not been offered to purchase or
subscribe for Placing Shares by means of (i) any "directed selling efforts" as
defined in Regulation S, or (ii) any form of "general solicitation" or
"general advertising" within the meaning of Rule 502(c) of Regulation D in
connection with any offer or sale of Placing Shares in the United States;
13 confirms that it understands that the Placing Shares:
(a) have not been and will not be registered or otherwise qualified and that
a prospectus will not be cleared in respect of any of the Placing Shares under
the securities laws or legislation of the United States, Australia, Canada,
Japan, the Republic of South Africa, or any state, province, territory or
jurisdiction thereof;
(b) may not be offered, sold, or delivered or transferred, directly or
indirectly, in or into the above jurisdictions or any jurisdiction (subject to
certain exceptions) in which it would be unlawful to do so and no action has
been or will be taken by any of the Company, SCC, SCS or any person acting on
behalf of the Company, SCC or SCS that would, or is intended to, permit a
public offer of the Placing Shares in the United States, Australia, Canada,
Japan, the Republic of South Africa or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such action for
that purpose is required;
14 confirms that it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing Shares will
be, a resident of, nor have an address in, Australia, Japan, the Republic of
South Africa or any province or territory of Canada;
15 confirms that it, and any prospective beneficial owner for whose
account or benefit it is purchasing the Placing Shares: (i) is not a US Person
(as defined in Regulation S) and is, and at the time the Placing Shares are
subscribed for will be, located outside the United States and is acquiring the
Placing Shares in an "offshore transaction" as defined in, and in accordance
with, Regulation S; (ii) is aware of the restrictions on the offer and sale of
the Placing Shares pursuant to Regulation S, including that Rule 904 of
Regulation S regarding "Offshore Resales" is not applicable to "affiliates"
(as defined in Rule 405 under the Securities Act) of the Company; and (iii)
has not been offered to purchase or subscribe for Placing Shares by means of
any "directed selling efforts" as defined in Regulation S;
16 confirms that it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be offered,
sold or resold in or into or from the United States or to, or for the account
or benefit of, US Persons (as defined in Regulation S) except pursuant to an
effective registration under the US Securities Act, or pursuant to an
exemption from the registration requirements of the US Securities Act and in
accordance with applicable state securities laws;
17 confirms that it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States,
Australia, Canada, Japan, the Republic of South Africa (including electronic
copies thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any such person;
18 acknowledges that in making any decision to acquire Placing Shares it:
(a) has such knowledge and experience in financial and business matters to
be capable of evaluating the merits and risks of subscribing for or purchasing
the Placing Shares;
(b) will not look to SCC or SCS for all or part of any loss it may suffer as
a result of any such subscription or purchase;
(c) is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing
Shares; and
(e) has no need for liquidity with respect to its investment in the Placing
Shares;
19 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 the Placing Shares are
not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance service;
20 represents and warrants that it has complied with its obligations under
the Criminal Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Money Laundering Regulations and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Money Laundering
Regulations;
21 acknowledges that in order to ensure compliance with the Money
Laundering Regulations, SCS (for itself and as agent on behalf of the
Company), or the Registrars may, in their absolute discretion, require
verification of its identity, location or legal status. Pending the provision
to SCS or the Registrars, as applicable, of evidence of identity, location or
legal status, definitive certificates in respect of the Placing Shares may be
retained at SCS's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed in SCS's or the
Registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity, location or legal status,
SCS (for itself and as agent on behalf of the Company), or the Registrars have
not received evidence satisfactory to them, either SCS and/or the Company may,
at its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on the conditional allotment of
Placing Shares will, if already paid, be returned without interest to the
account of the drawee's bank from which they were originally debited;
22 represents and warrants that it is acting as principal only in respect
of the Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make the acknowledgements,
warranties, representations, confirmations, undertakings, and agreements
herein on behalf of each such person; and (ii) it is and will remain liable to
the Company and/or SCS for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting for
another person);
23 if it is a financial intermediary, as that term is used in Article 2(d)
of the EU Prospectus Regulation or the UK Prospectus Regulation, as
applicable, that it understands the resale and transfer restrictions set out
in this Appendix and that any Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale in a member state of the EEA to EEA Qualified Investors or in
the United Kingdom to UK Qualified Investors, or in circumstances in which the
prior consent of the Broker has been given to each such proposed offer or
resale.
24 that it has not offered or sold and, prior to the expiry of a period of
six months from the relevant issue, will not offer or sell any Placing Shares
to persons in the EEA, except to EEA Qualified Investors or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in any member state in the EEA within the meaning of Article 2(d)
of the EU Prospectus
Regulation;
25 that it has not offered or sold and, prior to the expiry of a period of
six months from the relevant issue, will not offer or sell any Placing Shares
to persons in the United Kingdom, except to UK Qualified Investors or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of Article
2(d) of the UK Prospectus Regulation;
26 that any offer of Placing Shares may only be directed at persons in
member states of the EEA who are EEA Qualified Investors and represents,
warrants and undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA prior to Admission except to EEA
Qualified Investors or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in any member state of the EEA
within the meaning of the EU Prospectus Regulation;
27 that any offer of Placing Shares may only be directed at persons in the
United Kingdom who are UK Qualified Investors and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to the issue of the
relevant Placing Shares except to UK Qualified Investors or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of the UK Prospectus
Regulation;
28 represents, warrants and undertakes 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;
29 represents, warrants and undertakes that it has complied and will
comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise involving
the United Kingdom;
30 represents and warrants, if in a member state of the EEA, unless
otherwise specifically agreed with SCC and SCS in writing, that it is a EEA
Qualified Investor;
31 represents and warrants, if in the United Kingdom, that it is a person
(i) having professional experience in matters relating to investments who
falls within the definition of "investment professionals" in Article 19(5) of
the Order or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom
this Announcement may otherwise lawfully be communicated;
32 acknowledges and agrees that no action has been or will be taken by the
Company, SCC, SCS or any person acting on behalf of the Company, SCC or SCS
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;
33 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 that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities to enable it to commit to this participation in the Placing and to
perform its obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary consents
and authorities to agree to the terms set out or referred to in this Appendix)
and will honour such obligations and that it has not taken any action or
omitted to take any action which will or may result in SCC, SCS, the Company
or any of their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any jurisdiction
in connection with the Placing;
34 undertakes that it (and any person acting on its behalf) will make
payment in respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as SCS may
each in their sole discretion determine and without liability to such Placee,
who will remain liable for any amount by which the net proceeds of such sale
fall short of the product of the relevant Placing Price and the number of
Placing Shares allocated to it and may be required to bear any stamp duty,
stamp duty reserve tax or other similar taxes (together with any interest or
penalties) which may arise upon such placing or sale of such Placee's Placing
Shares;
35 acknowledges that none of SCC, SCS, nor any of their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it or advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and will not be a
client of either SCC or SCS in connection with its participation in the
Placing and that neither SCC nor SCS have any duty nor responsibility 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;
36 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. None of SCC, SCS nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement ("Indemnified Taxes"). Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company, SCC
and SCS, on an after-tax basis in respect of any Indemnified Taxes;
37 agrees to indemnify on an after tax basis and hold the Company, SCC,
SCS 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 its representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;
38 except as set out in paragraph 40 below, represents and warrants that
it has neither received nor relied on any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) concerning
the Company prior to or in connection with accepting the invitation to
participate in the Placing and is not purchasing Placing Shares on the basis
of material non-public information;
39 if it has received any 'inside information' (for the purposes of MAR
and section 56 of the Criminal Justice Act 1993) in relation to the Company
and its securities, confirms that it has received such information within the
market soundings regime provided for in article 11 of MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced another
person to deal in the securities of the Company; or (iii) unlawfully disclosed
inside information to any person, prior to the information being made publicly
available;
40 if it is a pension fund or investment company, confirms that its
purchase of Placing Shares is in full compliance with applicable laws and
regulations;
41 agrees that the Company, SCC, SCS and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements, agreements, and undertakings which are given to
SCC and SCS for themselves and on behalf of the Company and are irrevocable
and it irrevocably authorises the Company, SCC and SCS to produce this
Announcement, pursuant to, in connection with, or as may be required by, any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein;
42 acknowledges that none of the Company, SCC or SCS owes any fiduciary or
other duties to any Placee in respect of any acknowledgments, confirmations,
undertakings, representations, warranties or indemnities in the Placing
Agreement;
43 acknowledges and agrees that its commitment to take up Placing Shares
on the terms set out in this Announcement (including this Appendix) will
continue notwithstanding any amendment that may or in the future be made to
the terms and conditions of the Placing and that Placees will have no right to
be consulted or require that their consent be obtained with respect to the
Company, the SCC's or SCS's conduct of the Placing;
44 acknowledges that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that SCC, SCS or the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
45 acknowledges that time is of essence as regards its obligations under
this Appendix;
46 acknowledges that information provided by it to the Company and the
Registrar will be stored on the Company's and/or the Registrars' computer
system(s), and acknowledges and agrees that for the purposes of the General
Data Protection Regulation (EU) 2016/679 and other relevant data protection
legislation which may be applicable (the "Data Protection Law"), the Company
and the Registrars are required to specify the purposes for which they will
hold personal data; and that it has obtained the consent of any data subjects
to the Registrars and the Company and their respective associates holding and
using their personal data for the Purposes (as defined below). For the
purposes of this Announcement, "data subject", "personal data" and "sensitive
personal data" shall have the meanings attributed to them in the Data
Protection Law. The Company and the Registrars will only use such information
for the purposes set out below (collectively, the "Purposes"), being to:
(a) process its personal data (including sensitive personal data) as
required by or in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money laundering checks
on it;
(b) communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares;
(c) provide personal data to such third parties as the Company or the
Registrars may consider necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares or as the Data Protection
Law may require, including to third parties outside the United Kingdom or the
EEA;
(d) without limitation, provide such personal data to the Company or SCC or
SCS for processing, notwithstanding that any such party may be outside the
United Kingdom or the EEA; and
(e) process its personal data for the Company's or Registrars' internal
administration; and
47 acknowledges that these terms and conditions and any agreements entered
into by it pursuant to the terms and conditions set out in this Appendix, and
all non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the English law
and it submits (on behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of the Courts of England
and Wales as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any of the Company, SCS or SCC 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.
The foregoing representations, warranties, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as SCS and the SCC, and are irrevocable. Each Placee, and any person
acting on behalf of the Placee, acknowledges that none of the Company, SCC or
SCS, owes any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes may be payable, for which none of the
Company, SCC or SCS will be responsible and the Placees shall indemnify the
Company, SCC and SCS on an after-tax basis for any stamp duty or stamp duty
reserve tax paid by them in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify SCS
accordingly. Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
The Company, SCC and SCS are not liable to bear any transfer taxes that arise
on a sale of Placing Shares subsequent to their acquisition by Placees or for
transfer taxes arising otherwise than under the laws of the United Kingdom.
Each Placee should, therefore, take its own advice as to whether any such
transfer tax liability arises and notify SCS accordingly. Furthermore, each
Placee agrees to indemnify on an after-tax basis and hold each of the SCC, SCS
and the Company and their respective affiliates harmless from any and all
interest, fines or penalties in relation to stamp duty, stamp duty reserve tax
and all other similar duties or taxes to the extent that such interest, fines
or penalties arise from the default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the acquisition
by them of any Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that SCS and 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 SCS,
any money held in an account with SCS on behalf of a Placee and/or any person
acting on behalf of a 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 SCS's money in accordance with the client money rules and will
be used by SCS in the course of its own business and the Placee will rank only
as a general creditor of SCS.
All times and dates in this Announcement are references to London time and may
be subject to amendment. SCS 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.
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
The following definitions apply throughout this Announcement unless the
context otherwise requires:
A&D Carbon Solutions LTD or A&D the proposed acquisition target being A&D Carbon Solutions (incorporated
and registered in England and Wales with company number 0861804) and whose
registered address is County House Beaufort Road, Swansea Enterprise Park,
Swansea, Wales, SA6 8JG;
Acquisition the acquisition of A&D;
Acquisition Agreement the agreement dated 12 June 2025 between: (1) the Vendors and (2) the EARNZ
Holdings Limited (a wholly owned subsidiary of the Company) in respect of the
acquisition of the issued share capital of A&D which contains details of
the consideration payable to, and the warranties and indemnities to be given
by, the Vendors;
AIM Rules the AIM Rules for Companies published by the London Stock Exchange (as amended
from time to time);
Board or Directors the board of directors of the Company;
Company EARNZ plc (incorporated and registered in England and Wales with company
number 10114644), whose registered office is at First Floor, St James' House,
St James' Square, Cheltenham GL50 3PR;
Completion completion of the acquisition of A&D which is expected to occur on Second
Admission;
Consideration Shares the new Ordinary Shares proposed to be issued as part of the initial
consideration payable to the Vendors on Second Admission;
CREST the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear UK & International Limited which facilitates the
transfer of title to share in uncertificated form;
Enlarged Group the Company as enlarged by the Acquisition;
Existing Ordinary Shares the fully paid ordinary shares of 4 pence each in the capital of the Company;
FCA the UK Financial Conduct Authority;
First Admission admission of the Placing Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules;
Form of Proxy the form of proxy accompanying this document for use at the General Meeting;
FSMA the Financial Services and Markets Act 2000 (as amended);
General Meeting the general meeting of the Company to be held at the offices of Shore Capital,
Cassini House, 57 St James's Street, London SW1A 1LD at 10.00 a.m. on 30 June
2025;
Group the Company and its subsidiary undertakings for the time being;
London Stock Exchange London Stock Exchange plc;
New Ordinary Shares together, the Placing Shares and the Consideration Shares;
Ordinary Shares the ordinary shares of 4 pence per share in the capital of the Company;
Placee any person who has agreed to subscribe for Placing Shares pursuant to the
Placing;
Placing the placing of the Placing Shares with Placees;
Placing Agreement the agreement dated 12 June 2025 between: (i) Shore Capital; and (ii)
the Company relating to the Placing, further details of which are set out in
this document;
Placing Price 7.2 pence per Placing Share;
Placing Shares 14,201,965 new Ordinary Shares proposed to be issued as part of the Placing;
Prospectus Regulation Rules the prospectus regulation rules made by the FCA pursuant to section 73A of the
FSMA;
Regulatory Information Service means any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements;
Resolution the special resolution to be proposed at the General Meeting;
Second Admission admission of the Consideration Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules, subject to passing of the Resolution
at the General Meeting;
Shore Capital together, Shore Capital and Corporate and Shore Capital Stockbrokers;
Shore Capital and Shore Capital and Corporate Limited;
Corporate
Shore Capital Stockbrokers Shore Capital Stockbrokers Limited;
Vendors the selling shareholders of A&D.
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