REG - Earnz PLC - Proposed Acquisition, Placing to raise £3.50m
11/03/2026 16:45
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RNS Number : 2888W Earnz PLC 11 March 2026
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.
11 March 2026
EARNZ plc
("EARNZ", the "Company" or the "Group")
Proposed Acquisition of ZERO CARBON GROUP LTD ("ZCG"),
Placing to raise up to £3.50 million
and
Retail Offer of up to £0.5 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 70,000,000 new ordinary shares of 4
pence each (the "Ordinary Shares") in the capital of the Company (the "Placing
Shares") at a price of 5.0 pence per Placing Share (the "Placing Price") to
raise gross proceeds (before expenses) of up to £3.50 million (the
"Placing").
In addition to the Placing, it is proposed that there will be a separate
conditional retail offer to existing Shareholders via the BookBuild Platform
(the "Retail Offer", together with the Placing, the "Fundraising") up to £0.5
million at the Placing Price via the issue of further new Ordinary Shares (the
"Retail Offer Shares", together with the Placing Shares and the Initial
Consideration Shares, the "New Ordinary Shares").
The Placing Shares and the Retail Offer Shares (assuming that the maximum
number of the Placing Shares and the Retail Offer Shares will be allotted and
issued) will represent approximately 32.80 per cent. of the Company's enlarged
share capital immediately following Admission (the "Enlarged Share Capital")
and the Placing Price represents a discount of approximately 4.76 per cent. to
the closing mid-market price of 5.25 pence per Ordinary Share on 10 March
2026, being the latest practicable date prior to the release of this
announcement.
EARNZ proposes to use the net proceeds of the Placing to:
• satisfy the initial cash consideration payable for ZCG; and
• provide additional working capital for the Enlarged Group.
EARNZ proposes to use the net proceeds of the Retail Offer to provide
additional working capital for the Enlarged Group.
Acquisition of ZERO CARBON GROUP LIMITED
EARNZ Holdings has signed a conditional sale and purchase agreement (the
"SPA") with the existing shareholders (the "Vendors") of ZCG to acquire ZCG's
entire issued share capital for a maximum total consideration of £9.5
million:
• initial consideration of up to £5 million to be satisfied by:
(a) £3 million on Completion (£1.5 million in cash and £1.5
million in Initial Consideration Shares at the Placing Price);
(b) £1 million once ZCG has achieved EBITDA of £500k following
Completion (50% in cash and 50% in Consideration Shares at the Placing Price);
(c) £1 million once ZCG has achieved EBITDA of £1 million
following Completion (50% in cash and 50% in Consideration Shares at the
Placing Price),
The initial consideration to be paid following Completion (as set out in (b)
and (c) above) shall be paid once the specified EBITDA threshold is met and
regardless of when that occurs. Should EARNZ for any reason de-list from AIM
(which is not anticipated), the Vendors shall receive the initial
consideration to be paid following Completion in cash.
• deferred consideration of up to £4.5 million to be 40% in
Consideration Shares (issued at the higher of the Placing Price and the 7-day
trailing weighted average price per share of the Company's ordinary shares as
at the relevant payment date) and 60% in cash:
Year 1 - £2.50 for every £1 by which ZCG's EBITDA for the 12-month period
following Completion exceeds £1,000,000, up to a maximum amount payable of
£2,500,000;
Year 2 - £2 for every £1 by which ZCG's EBITDA for the 12-month period
following the first anniversary of Completion exceeds £1,870,000, up to a
maximum amount payable of £2,000,000.
Year 3 - a catch-up mechanism is included in Year 3 for any deferred
consideration deficit in Year 2 on the same terms as Year 2.
ZCG will be acquired on a debt free/cash free basis with normalised working
capital. The Vendors have agreed to enter into lock-in agreements in respect
of each tranche of Consideration Shares, pursuant to which, for a period of 2
years from the date of issue of the relevant tranche (comprising 1 year
lock-in and 1 year orderly market), the Vendors shall not dispose of any
Consideration Shares forming part of that tranche.
The Placing Shares, the Retail Offer Shares, and the Initial Consideration
Shares (assuming that the maximum number of the Placing Shares, the Retail
Offer Shares, and the Initial Consideration Shares will be allotted and
issued) will represent approximately 45.10 per cent. of the Company's Enlarged
Share Capital.
Information on ZCG
ZCG operates across the North of England and the Midlands, using a network of
longstanding contractors as well as in-house staff, delivering whole building
solutions for the energy efficiency agenda, including insulation (external and
internal), installation of air source heat pumps, solar panel installations
and electric vehicle chargers through certified electricians. ZCG is fully
accredited, under, PAS 2030/36, MCS certified, Constructionline Gold,
Trustmark and ISO 9001 and 14001. ZCG has key clients in Local Authorities,
Social Housing providers and Tier 1 contractors. Management has strong
relationships within the industry and the high quality of work drives repeat
business.
ZCG was previously called Cheshire Lanes Consultancy, and changed its name to
ZCG in February 2024. Since then, the business has spent time achieving
accreditations to reposition itself from a consultancy business to one
delivering whole building solutions for the energy efficiency agenda. Trading
in major contracts commenced in January 2025. The table below sets out summary
unaudited historical financial information for the 2 years ended 31 December
2024 and the last published accounts for the shortened accounting period of 4
months to 30 April 2025:
£'000 Unaudited Unaudited Unaudited
Year ended Year ended 4 months to 30 April 2025
31 December 2023 31 December 2024
Revenue 69 6 1,675
Cost of sales (6) (5) (1,139)
Gross profit 62 1 536
EBITDA 12 (25) 456
Profit before tax 12 (25) 455
Total profit after tax 12 (25) 350
The Proposed Acquisition is conditional on the passing of the Resolutions at
the General Meeting to be held at Bryan Cave Leighton Paisner LLP, Governor's
House, 5 Laurence Pountney Hill, London, EC4R 0BR, at 10 a.m. on 30 March
2026.
The Proposed Acquisition is conditional on, and its completion shall take
place simultaneously with, Admission.
If all possible Consideration Shares were to be issued, the Consideration
Shares (in the aggregate) would represent approximately 28.68 per cent. of the
Company's share capital as enlarged by the issue of the maximum number of the
Placing Shares, the maximum number of the Retail Offer Shares and the maximum
number of the Consideration Shares.
Details of the Placing
Zeus Capital Limited ("Zeus") is acting as nominated adviser to EARNZ and sole
broker in connection with the Placing.
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, among other things, (i) the Placing Agreement
between the Company and Zeus not having been terminated in accordance with its
terms and (ii) the passing of the Resolutions at the General Meeting.
The timing for the close of the Bookbuild and allocation of the Placing Shares
shall be at the absolute discretion of Zeus, in consultation with the Company.
The final number of Placing Shares to be issued pursuant to the Placing will
be agreed by Zeus 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.
Details of the Retail Offer
The Retail Offer will be directed solely at existing Shareholders and is
intended to give retail Shareholders in the Company an opportunity to
participate in the Fundraising. A separate announcement will be made by the
Company following the close of the Placing regarding the Retail Offer and its
terms. Those investors who subscribe for Retail Offer Shares pursuant to the
Retail Offer will do so pursuant to the terms and conditions of the Retail
Offer contained in that announcement. The Placing is not conditional upon any
minimum amount being raised under the Retail Offer. For the avoidance of
doubt, the Retail Offer is not part of the Placing. The launch of the Retail
Offer will be announced separately following this announcement. The Retail
Offer will conclude prior to the deadline for receipt of voting proxy forms in
connection with the General Meeting and the Retail Offer Shares shall be
admitted simultaneously with admission of the Placing Shares. If the Placing
is terminated prior to admission, the Retail Offer shall also lapse.
Directors' participation in the Placing
Several of the Directors, members of their immediate families and a PDMR have
indicated (but not yet committed) that they intend to participate in the
Placing up to an aggregate amount of £0.334 million.
General Meeting
The existing authorities to allot Ordinary Shares for cash and disapply
pre-emption rights under section 551 and section 570 of the Act, which the
Directors were granted at the Annual General Meeting of the Company held on 28
June 2025, are insufficient to allow the expected total number of New Ordinary
Shares to be issued pursuant to the Fundraising and the Proposed Acquisition.
Accordingly, the Fundraising is subject to sufficient further authority to
allot the New Ordinary Shares on a non-pre-emptive basis being granted by
Shareholders at the General Meeting and is therefore conditional, inter alia,
on the passing of the Resolutions by the Shareholders at the General Meeting
which will be proposed in the coming days and is expected to be held at 10
a.m. 30 March 2026.
A circular containing, inter alia, further details of the Fundraising, the
Proposed Acquisition and a notice convening the General Meeting in order to
pass the Resolutions (the "Circular"), is expected to be despatched to
Shareholders in the coming days and the Circular, once published, will be
notified and made available on the Company's website at https://earnzplc.com/.
The Fundraising is wholly conditional upon, inter alia, the Resolutions, which
are required to implement the Fundraising, being duly passed by Shareholders
at the General Meeting.
Admission, settlement and dealings
Application will be made to the Exchange for the New Ordinary Shares to be
admitted to trading on AIM. It is expected that Admission will become
effective and that dealings in the New Ordinary Shares will commence, at 8.00
a.m. on or around 31 March 2026, subject to passing of the Resolutions at the
General Meeting.
The New Ordinary Shares will, on Admission, 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 Ordinary Shares after Admission.
Definitive share certificates in respect of the New Ordinary Shares will be
despatched within 10 business days of Admission.
The ISIN number of the New Ordinary 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.
Engage with the Earnz PLC management team directly by asking questions,
watching video
summaries and seeing what other shareholders have to say.
Navigate to our interactive investor
hub here:
https://investors.earnzplc.com/link/eYNdxr
(https://investors.earnzplc.com/link/eYNdxr) .
For further information, please contact:
https://investors.earnzplc.com/link/eYNdxr
(https://investors.earnzplc.com/link/eYNdxr) .
Investor questions on this announcement https://investors.earnzplc.com/link/eYNdxr
(https://investors.earnzplc.com/link/eYNdxr) .
We encourage all investors to share questions
on this announcement via our investor hub
Earnz Plc Via our investor hub
Peter Smith / Elizabeth Lake
Nominated Adviser and Broker
Investment Banking +44 (0) 203 829 5000
Antonio Bossi / Andrew de Andrade / Oscar Stack
Corporate Broking
Dominic King / Alex Bartram
Camarco - Financial PR +44 (0) 7961 315138
Ginny Pulbrook / Rachel Scott EARNZ@camarco.co.uk (mailto:EARNZ@camarco.co.uk)
Subscribe to our news alert service: http://investors.earnzplc.com/auth/signup
(http://investors.earnzplc.com/auth/signup)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2026(2)
Announcement of launch of the Placing 11 March 2026
Announcement of the results of the Placing and launch of the Retail Offer 12 March 2026
Publication and posting of Circular 12 March 2026
Announcement of the results of the Retail Offer 13 March 2026
Latest time and date for receipt of completed Forms of Proxy and CREST voting 10.00 a.m. on 26 March 2026
instructions
General Meeting 10.00 a.m. on 30 March 2026
Admission and commencement of dealings in the New Ordinary Shares on AIM 8.00 a.m. on 31 March 2026
Where applicable, expected date for crediting of the New Ordinary Shares in 8.00 a.m. on 31 March 2026
uncertificated form to CREST accounts
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
Zeus 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 Zeus 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 Zeus 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 Zeus 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 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, Zeus 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, Zeus will only procure investors in Placing 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 I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. FOR THE
AVOIDANCE OF DOUBT, THESE TERMS DO NOT APPLY TO THE RETAIL OFFER OR ANY
INVESTMENT BY AN INTERMEDIARY OR RETAIL INVESTOR PURSUANT TO THE RETAIL OFFER
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 A QUALIFIED INVESTOR AS DEFINED IN
PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING
REGULATIONS 2024(THE "POATRS"), AND IS ALSO (I) A PERSON WHO IS AN INVESTMENT
PROFESSIONAL FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER");
(II) A HIGH NET WORTH COMPANY, UNINCORPORATED ASSOCIATION OR OTHER BODY
FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) A PERSON TO WHOM
THE PLACING SHARES MAY OTHERWISE LAWFULLY BE OFFERED UNDER 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, Zeus 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 and Zeus 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 POATRs 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 7(4) of the POATRs:
(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 Zeus 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 POATRs 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 Zeus 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 POATRs 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 3 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
Zeus is acting as nominated adviser and the sole broker in connection with the
Placing and Admission. Zeus has entered into the Placing Agreement with the
Company under which, among other things, Zeus 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.
Zeus 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.
Zeus 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 will be made for admission of the New Ordinary Shares to trading
on AIM. Subject to passing of the Resolutions, it is expected that Admission
will become effective and that dealings in the New Ordinary Shares will
commence at 8.00 a.m. on 31 March 2026.
Participation in, and principal terms of, the Placing
Zeus 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 Zeus. Zeus 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 determined by Zeus (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 Zeus. Each bid should state
the number of Placing Shares which the prospective Placee wishes to subscribe
for. Bids may be scaled down by Zeus 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 Zeus'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 Zeus, to pay to them (or as Zeus 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 Zeus.
5 In the event that any or all of the Placing Conditions (as defined
below) are not satisfied or waived (for example, if the requisite majority of
the members of the Company does not approve the Resolutions at the General
Meeting), no Placing Shares will be issued to the Placees, and the monies
payable pursuant to the Placing, if already paid, will be returned without
interest to the account of the drawee's bank from which they were originally
debited.
6 The Bookbuild is expected to close at 8am tomorrow, but may be
closed earlier or later at the discretion of Zeus. Zeus may, in agreement with
the Company, accept bids, either in whole or in part, that are received after
the Bookbuild has closed.
7 Zeus 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. Zeus may
also, notwithstanding paragraphs 4 and 6 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 Zeus) to reduce or seek to increase the amount to be
raised pursuant to the Placing at its discretion.
8 Allocations of the Placing Shares will be determined by Zeus in
their 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 Zeus and a Form of Confirmation will be despatched as soon as
possible thereafter. Zeus'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 Zeus 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 Zeus's consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
9 Each Placee's allocation and commitment to Zeus (acting as placing
agents for the Company) will be evidenced by a Form of Confirmation issued to
such Placee by Zeus. The terms of this Appendix will be deemed incorporated in
that Form of Confirmation.
10 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".
11 All obligations of Zeus 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".
12 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.
13 To the fullest extent permissible by law, neither Zeus, 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 Zeus, 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 Zeus and the Company may
determine.
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 Zeus's conduct of the Placing.
15 All times and dates in this Announcement may be subject to amendment.
Zeus 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, Zeus's obligations under the Placing Agreement are
conditional on, inter alia:
1 the SPA (i) having been entered into by the parties thereto on or
before the date of the Placing Agreement, (ii) remaining in full force and
effect, (iii) having become unconditional in all respects other than
Admission, and (iv) 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 11.00 a.m. on the Business Day immediately following 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 (as defined in the Placing Agreement), the date of publication of
the Circular, the date of the General Meeting and at Admission by reference to
the facts and circumstances subsisting at that time;
4 the passing without amendment of the Resolutions by the requisite
majority of the members of the Company at the General Meeting to be held on or
before 30 March 2026 (or such later date as the Company and Zeus may agree but
in any event no later than the Long Stop Date);
5 in the opinion of Zeus (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;
6 the New Ordinary Shares having been allotted, conditional only on
Admission; and
7 Admission becoming effective no later than 8.00 a.m. on 31 March
2026 (or such later date as Zeus 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), Zeus
may, at its absolute discretion 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 and Zeus 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 Zeus 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 Zeus nor any of its 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 Zeus.
Right to terminate under the Placing Agreement
Zeus 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 Zeus:
1 any statement contained in the Placing Documents or the Retail
Offer Documents (each 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 SPA (i) has become entitled to terminate or
rescind the SPA; (ii) has terminated or rescinded the SPA; or (iii) the SPA 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 over-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, NASDAQ 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 (as defined
in the Placing Agreement) in the United Kingdom or any other relevant
jurisdictions 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 Zeus (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 (being the Placing
Shares, the Retail Offer Shares and the Initial Consideration 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 or the Retail Offer Documents (each as
defined in the Placing Agreement).
By participating in the Placing, Placees agree with the Company and Zeus that
the exercise or non-exercise by Zeus of any right of termination or other
right or other discretion under the Placing Agreement shall be within the
absolute discretion of Zeus or for agreement between the Company and Zeus (as
the case may be) and that none of the Company nor Zeus need make any reference
to, or consult with, you and that none of the Company or Zeus 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 Zeus 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 (each a "Relevant Transaction"), other than in
respect of: (i) the New Ordinary Shares to be issued by the Company pursuant
to the Transaction (as defined in the Placing Agreement); (ii) equity
securities to be issued upon the exercise of options or awards granted under
any share option or incentive plan operated by the Enlarged Group and the
grant of options to employees of the Enlarged Group in the ordinary course of
business; or (iii) the issue of equity securities in connection with a
transaction or proposal that is referred to in this Announcement (including
the Consideration Shares); 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 Zeus.
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, Zeus or any other
person and none of the Company, Zeus 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, Zeus 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 Zeus
stating the number of Placing Shares allocated to it at the Placing Price, the
aggregate amount owed by such Placee to Zeus 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 Zeus. 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
Zeus.
Subject to the passing of the Resolutions (and satisfaction and/or waiver of
all other Placing Conditions), it is expected that in respect of the Placing
Shares, settlement will be on 31 March 2026 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, Zeus may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for Zeus'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 Zeus 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 (as defined in paragraph 6
below);
4 acknowledges that the Placing does not constitute a recommendation
or financial product advice and Zeus have not had regard to its particular
objectives, financial situation or needs;
5 acknowledges that none of Zeus, 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 Zeus, 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 and other applicable regulations (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 Zeus nor its 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 Zeus, the Company nor any of their
respective affiliates, agents, directors, officers or employees and none of
Zeus 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 Zeus or any of its affiliates or any person acting
on its 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 acknowledges and agrees that in the event that any or all of the
Placing Conditions are not satisfied or waived (for example, if the requisite
majority of the members of the Company does not approve the Resolutions at the
General Meeting), no Placing Shares will be issued to the Placees, and the
monies payable pursuant to the Placing, if already paid, will be returned
without interest to the account of the drawee's bank from which they were
originally debited;
10 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 Zeus or any of
its 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, any Supplementary
Announcement (if required) and any Supplementary Circular (if required); nor
has it requested any of Zeus, 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;
11 the content of this Announcement is exclusively the responsibility of
the Company and the Directors and none of Zeus or any person acting on its
behalf or any of its affiliates, agents, directors, officers or employees has
or shall have any liability for any information, representation or statement
contained in this Announcement, the Circular, any Supplementary Announcement
(if required) or any Supplementary Circular (if required) or any Exchange
Information or other information previously published by or on behalf of the
Company or any member of the Group;
12 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;
13 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;
14 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, Zeus or any person acting on
behalf of the Company or Zeus 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;
15 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;
16 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;
17 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;
18 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 or 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;
19 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 Zeus 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;
20 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;
21 represents and warrants that it has complied with its obligations under
the Criminal Justice Act 1993, UK 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;
22 acknowledges that in order to ensure compliance with the Money
Laundering Regulations, Zeus (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 Zeus 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 Zeus's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed in Zeus'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,
Zeus (for itself and as agent on behalf of the Company), or the Registrars
have not received evidence satisfactory to them, either Zeus 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;
23 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 Zeus 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);
24 if it is a financial intermediary, as that term is used in Article 2(d)
of the EU Prospectus Regulation or the POATRs, 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 Zeus
has been given to each such proposed offer or resale.
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 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;
26 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 the
POATRs;
27 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;
28 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 POATRs;
29 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;
30 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;
31 represents and warrants, if in a member state of the EEA, unless
otherwise specifically agreed with Zeus in writing, that it is a EEA Qualified
Investor;
32 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
the Placing Shares may otherwise lawfully be offered under the Order;
33 acknowledges and agrees that no action has been or will be taken by the
Company, Zeus or any person acting on behalf of the Company or Zeus 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;
34 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 Zeus, 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;
35 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 Zeus may
in its 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;
36 acknowledges that none of Zeus nor any of its 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 Zeus in connection with
its participation in the Placing and that Zeus has no 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;
37 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 Zeus 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 and
Zeus, on an after-tax basis in respect of any Indemnified Taxes;
38 agrees to indemnify on an after tax basis and hold the Company, Zeus
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;
39 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 UK 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;
40 if it has received any 'inside information' (for the purposes of UK 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 UK 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;
41 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;
42 agrees that the Company, Zeus 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
Zeus for themselves and on behalf of the Company and are irrevocable and it
irrevocably authorises the Company and Zeus 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;
43 acknowledges that none of the Company or Zeus owes any fiduciary or
other duties to any Placee in respect of any acknowledgments, confirmations,
undertakings, representations, warranties or indemnities in the Placing
Agreement;
44 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 or Zeus's conduct of the Placing;
45 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 Zeus 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;
46 acknowledges that time is of essence as regards its obligations under
this Appendix;
47 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 Zeus
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
48 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, Zeus 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 Zeus, and are irrevocable. Each Placee, and any person acting on
behalf of the Placee, acknowledges that none of the Company or Zeus, 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 or Zeus will be responsible and the Placees shall indemnify the
Company and Zeus 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 Zeus
accordingly. Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
The Company and Zeus 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 Zeus accordingly. Furthermore, each
Placee agrees to indemnify on an after-tax basis and hold each of Zeus 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 Zeus and any of its affiliates may, at its 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 Zeus,
any money held in an account with Zeus 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 Zeus's money in accordance with the client money rules and
will be used by Zeus in the course of its own business and the Placee will
rank only as a general creditor of Zeus.
All times and dates in this Announcement are references to London time and may
be subject to amendment. Zeus 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 document, unless the context
otherwise requires:
Act the Companies Act 2006;
Admission admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules;
AIM Rules the AIM Rules for Companies published by the Exchange (as amended from time to
time);
Board of Directors the board of directors of the Company;
Bookbuild the accelerated bookbuilding process to be conducted by Zeus to arrange
participation by Placees in the Placing of the Placing Shares on the terms and
conditions set out in Appendix I to this announcement;
Bookbuild Platform the platform operated by BB Technologies Limited and
known as 'BookBuild' which will host the Retail Offer;
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 ZCG which is expected to occur on Admission;
Consideration Shares the new Ordinary Shares proposed to be issued as part of the consideration
payable to the Vendors, including the Initial Consideration Shares;
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;
EARNZ Holdings EARNZ Holdings Limited (a wholly owned subsidiary of the Company);
Enlarged Group the Company as enlarged by the Proposed Acquisition;
Enlarged Share Capital the issued share capital of the Company immediately following Admission and
for the purposes of this document, it is assumed that the maximum number of
Placing Shares and Retail Offer Shares will be allotted and issued pursuant to
the Placing and the Retail Offer, respectively;
Exchange the London Stock Exchange plc, as the operator and regulator of the AIM
market;
Existing Shares the fully paid ordinary shares of 4 pence each in the capital of the Company;
FCA the UK Financial Conduct Authority;
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);
Fundraising together, the Placing and the Retail Offer
General Meeting the general meeting of the Company to be held at the offices of Bryan Cave
Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London, EC4R
0BR, at 10.00 a.m. on 30 March 2026;
Group the Company and its subsidiary undertakings for the time being;
Initial Consideration Shares the Consideration Shares to be issued to the Vendors on Completion;
Intermediaries an individual, company or other entity that manages and executes the buying
and selling of securities on behalf of Retail Investors;
Long Stop Date 30 April 2026;
New Ordinary Shares together, the Placing Shares, the Retail Offer Shares and the Initial
Consideration Shares;
Notice the notice set out at the end of this document convening the General Meeting;
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 pursuant to the Placing
Agreement;
Placing Agreement the agreement dated 11 March 2026 between Zeus Capital and the Company
relating to the Placing and the Retail Offer, further details of which are set
out in this document;
Placing Price 5.0 pence per Placing Share;
Placing Shares the new Ordinary Shares to be issued pursuant to the Placing;
POATRs the Public Offers and Admissions to Trading Regulations 2024;
Proposed Acquisition the proposed acquisition of ZCG;
Regulatory Information Service means any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements;
Resolutions the resolutions to be proposed at the General Meeting;
Retail Investors investors (a) in the usual type of an Intermediary's client base, which may
include individuals aged 18 years or over, companies and other bodies
corporate, partnerships, trusts, associations and other unincorporated
organisations, and (b) who are existing shareholders of the Company as at the
time of the Retail Offer;
Retail Offer the offer of the Retail Offer Shares at the Placing Price
through Intermediaries, to Retail Investors in the United
Kingdom;
Retail Offer Shares The up to 10,000,000 New Ordinary Shares to be issued and allotted by the
Company to subscribers pursuant to the Retail Offer
at the Placing Price;
Shareholders holders of ordinary shares in the capital of the Company;
SPA the agreement dated 11 March 2026 between: (1) the Vendors and (2) EARNZ
Holdings in respect of the acquisition of the issued share capital of ZCG
which contains details of the consideration payable to, and the warranties and
indemnities to be given by, the Vendors;
Vendors the selling shareholders of ZCG;
ZCG Zero Carbon Group Limited (incorporated and registered in England and Wales
with company number 11873124), whose registered office is at Northern
Assurance Building, 9-21 Princess Street, Manchester M2 4DN;
Zeus Zeus Capital Limited, broker and nominated adviser to the Company.
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