REG - Ebiquity PLC - Proposed Acquisition of MediaPath and Placing
30/03/2022 07:15
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RNS Number : 4880G Ebiquity PLC 30 March 2022
30 March 2022
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX), ANY COPY OF IT, AND THE
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THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR
SUBSCRIBE FOR SHARE IN THE CAPITAL OF THE COMPANY IN THE UNITED STATES,
CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR JAPAN (OR TO ANY PERSONS IN
ANY OF THOSE JURISDICTIONS). THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").
Ebiquity Plc
Proposed Acquisition of MediaPath Network AB
and
Proposed Placing of £15.0 million
Ebiquity plc ("Ebiquity" or the "Company"), a world leader in media investment
analysis, is pleased to announce the proposed acquisition of Media Path
Network AB ("MediaPath"), a Swedish-based multi-national media consultancy,
for a consideration of £15.5 million ("MediaPath Acquisition"). In order to
finance the MediaPath Acquisition, to accelerate organic and inorganic growth
of the enlarged business and to strengthen its balance sheet, the Company
intends to carry out a placing of new ordinary shares ("Ordinary Shares") of
£15.0 million (the "Placing Shares") at a price of 53.0 pence per share (the
"Placing Price") (the "Placing").
The MediaPath Acquisition follows the acquisition of Media Management, LLC
("MML"), a US-focused media audit specialist, for an initial consideration of
£6.1 million(1) with a deferred consideration element payable in 2025 ("MML
Acquisition") (together with the MediaPath Acquisition and the Placing (the
"Transaction")) announced earlier today.
The Placing is subject to the terms and conditions set out in this
announcement and the appendix to it (the "Appendix") (together, the
"Announcement") and is being conducted by way of an accelerated bookbuild that
will be launched immediately following the publication of this Announcement.
Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as sole bookrunner in
connection with the Placing.
The Placing will comprise a minimum of 28,301,886 Placing Shares, representing
approximately 34.0% of the existing issued share capital of the Company. The
Placing is conditional upon the passing of certain resolutions at a general
meeting. The Company intends to publish a Circular and Notice of General
Meeting shortly.
Transaction Highlights:
· Significant value creation for Shareholders: the Transaction is
expected to be accretive to earnings per share prior to the realisation of any
synergies for the current financial year to 31 December 2022 and beyond(2).
Ebiquity believes that it will be able to generate meaningful synergies from
the acquisitions and that there will be benefits to the Ebiquity Group of
integrating MediaPath and MML simultaneously into the existing business.
· An opportunity to accelerate growth in a consolidating market: the
Acquisitions will enable the Company to extend its reach to more international
and US corporate advertisers enabling analysis and advice across a large,
growing, and complex global advertising market worth US$780 billion(3). On a
pro forma basis, the Enlarged Group would have had FY2021 revenues of £74.8
million and operating profit of £7.3 million(4). The Ebiquity Group's
business in the US would also be immediately scaled with revenue of £10.7
million in FY2021 on a pro forma basis(4). The Board expects the Acquisitions
to deliver meaningful margin expansion and improved operational efficiency for
the Enlarged Group through MediaPath's proprietary technology platform and
MML's cost synergies that can deliver significant economies of scale.
· Balanced financing approach: the total initial consideration of
£23.6 million(5) is payable for the Acquisitions and the Transaction
expenses. The Board has taken a balanced approach to finance the Transaction
through a mixture of consideration shares to be issued to vendors of MediaPath
and cash consideration to be satisfied from existing cash resources, drawdown
from the Extended RCF and the proceeds of the Placing. The Company's cash
position was £13.1 million at FY2021 year end and the Board believes using
£7.7 million to finance the Acquisitions will create a valuable return for
Shareholders. The Board expects the Company's leverage ratio to reduce to
below 1.0x by the end of the current financial year to 31 December 2022. The
Company expects to have sufficient cash headroom in 2025 to satisfy the
deferred consideration for MML expected to be at least £3.0 million(6).
· Placing: gross proceeds of £15.0 million are intended to be raised
through the issue of 28,301,886 Placing Shares at the Placing Price. Rob
Woodward, Nick Waters, Alan Newman and Richard Nichols intend to commit a
total of £75,000 to the Placing.
Overview of MediaPath
MediaPath is a technology-driven multi-national media consultancy founded in
Stockholm, Sweden in 2008 by Susanne Elias. The MediaPath Group specialises in
performance measurement, benchmarking and pitch management delivered through a
proprietary technology platform. It operates through a globally distributed
model and has 45 team members across 12 countries that operate remotely. The
MediaPath Group has an international client list such as ABInBev, Disney,
Heineken, KraftHeinz, Pandora, Sky, JPMorgan Chase & Co and McDonalds. The
founder, Susanne Elias has 24 years of experience operating in the media space
and will join the Ebiquity executive leadership team as Chief Business
Integration Officer on completion of the MediaPath Acquisition.
In the financial year ended 31 December 2021, the MediaPath Group generated
revenue of £6.3 million with year-on-year growth of c.14% and improved
operating profit of £1.8 million with operating profit margin of 29.1%(7). As
at 31 December 2021, the MediaPath Group had gross assets of £2.6 million(7).
MediaPath Acquisition rationale
The Board believes that there is a strong strategic and financial rationale
for the MediaPath Acquisition. MediaPath's blue-chip international client
roster with long relationships will be additive to Ebiquity's existing client
base through focused access to MediaPath's client base for Ebiquity Digital
Media Solutions portfolio and complementary service offering focused on Media
Management and Performance Service lines. MediaPath's experienced management
team will join Ebiquity's existing senior team sharing the vision of building
an enlarged, global business and will together develop the integration plan
for the business. The implementation of MediaPath's proprietary technology
platform will deliver economies of scale and greater efficiencies of delivery
groupwide.
MediaPath Consideration
The total consideration for the MediaPath Acquisition is £15.5 million
payable on completion. Of the £15.5 million total consideration, 75%
(c.£11.6 million) is payable in cash and 25% (c.£3.9 million) is payable in
equity. The cash consideration of c.£11.6 million will be funded from:
c.£8.5 million net Placing proceeds, c.£1.5 million from additional debt
drawdown from the Extended RCF and £1.6 million from the Company's existing
cash resources. The equity consideration of £3.9 million will be funded
through the issue of 6,919,642 new Ordinary Shares to the MediaPath Vendors,
which has been calculated (rounded down to the nearest whole number) by
reference to the middle market quotations for the Ordinary Shares as shown by
the AIM Appendix of the Daily Official List of the London Stock Exchange for
the five Business Days prior to the date of this Announcement.
Under the MediaPath Acquisition Agreement, each of the MediaPath Vendors that
together will hold, in total, 100% of the MediaPath Consideration Shares
following the completion of the MediaPath Acquisition, have undertaken, save
in limited circumstances, not to dispose of any of their interests in the
MediaPath Consideration Shares at any time prior to the 24 month anniversary
of the MediaPath Acquisition Agreement. In addition, in order to ensure an
orderly market in the Ordinary Shares, the MediaPath Vendors have further
undertaken that for a further period of 12 months afterwards they would not,
save in limited circumstances, deal or otherwise dispose of any such interests
in the MediaPath Consideration Shares other than through Panmure Gordon (or
such other broker appointed by the Company from time to time).
The MediaPath Acquisition is conditional, among other things, on the Company
obtaining approval from its Shareholders to grant the Board authority to allot
the Placing Shares and the MediaPath Consideration Shares and to disapply
statutory pre-emption rights which would otherwise apply to the allotment of
the Placing Shares and the MediaPath Consideration Shares.
For the purposes of compliance with Swedish banking laws, ownership of
MediaPath will be transferred to the Company's subsidiary, Ebiquity Associates
Limited, within 30 days of Completion.
MediaPath and MML integration plan
The Company has designed a plan for the integration of the MediaPath and MML
acquisitions to ensure the successful transition of teams and clients into the
Enlarged Group and for a timely release of synergies. The MediaPath
integration will be led by Ebiquity's global management team consisting of
Nick Waters (CEO), Alan Newman (CFO) and Susanne Elias (Founder of MediaPath;
to become Chief Business Integration Officer on completion of the
Transaction). The MML integration will be managed by Ebiquity's US management
team headed by Paul Williamson (MD of Ebiquity's current North American
business) and Thomas Bridge (founder and current CEO of MML).
· First 30 days: the integration plan of both acquisitions is expected
to consist of communication to staff, key management appointments,
implantation of the new organisation structure, rationalisation of the IT
infrastructure and a re-brand to Ebiquity. The integration of MediaPath is
also expected to realise immediate cost synergies.
· First 90 days: the integration plan of both acquisitions is expected
to involve key client account planning to identify cross-sell opportunities
and to begin product and service portfolio alignment. The MediaPath
integration will also involve transitioning the first Ebiquity clients to the
new technology platform for MML and the development of a plan to migrate the
remaining clients to the new platform over time. In addition, the MML
integration is expected to eliminate duplicate roles and aims to renegotiate
third party data contracts to realise early synergies.
· First 180 days: product and service portfolio alignment is expected
to be completed in the first 180 days for both acquisitions. In relation to
MediaPath it is also expected that the first wave of Ebiquity clients will
have transitioned onto the new platform and as a result headcount will have
reduced. The MML integration is also expected to include the adoption of MML's
proprietary technology to enable efficiency gains and the consolidation of
support functions to reduce overheads.
Enlarged Group, expected synergies and value creation
On a pro forma basis, the Enlarged Group would have had FY2021 revenues of
£74.8 million and operating profit of £7.3 million(4). The Ebiquity Group's
business in the US would also be immediately scaled with revenue of £10.7
million in FY2021 on a pro forma basis(4).
With its increased scale, the Enlarged Group will continue to service an
increasingly complex and global advertising market of US$780 billion(3) (with
its increasing demand from major brand owners for independent, objective
analysis and advice. The Board strongly believes that Ebiquity is a preferred
buyer in the global market and is a strong cultural fit with the acquired
teams for both MediaPath and MML acquisitions. It is expected that the
integrated leadership team of the Enlarged Group's business will have a shared
client-focused approach and shared values to bring transparency to the opaque
media buying market.
The Board also expects the Acquisitions to deliver meaningful margin expansion
and improved operational efficiency for the Enlarged Group through MediaPath's
leading technology platform and MML's cost synergies that can deliver
significant economies of scale. The Directors believe that the benefits of
integrating both businesses with Ebiquity are expected to yield annual
recurring pre-tax cost synergies of c.£5.0 million by the end of 2025 for the
Enlarged Group. The Enlarged Group also expects to further benefit from
product cross-sell opportunities resulting from integration of the businesses
and that there will be benefits to the Ebiquity Group of integrating MediaPath
and MML simultaneously into the existing business.
The Transaction is expected to be accretive to earnings per share(2) prior to
the realisation of any revenue or cost synergies for the current financial
year to 31 December 2022 and beyond.
GMP365 Platform
Connected to the MediaPath Acquisition, the Company has entered into heads of
terms with GMP Systems AB (provider of GMP365) in relation to a new technology
partnership agreement. The Board expects that the full technology partnership
agreement will be entered into on or before completion of the MediaPath
Acquisition and will include updated licensing terms, providing Ebiquity with
an exclusive, global and perpetual licence to use the MediaPath Premium
Services as well as enhanced data, security and commercial rights.
Details of the Placing
The Company proposes to raise approximately £15.0 million through the issue
of the Placing Shares at the Placing Price, which represents a discount of
8.6% to the closing middle market price of 58.0 pence per Ordinary Share on 29
March 2022, being the latest practicable date prior to the publication of this
Announcement.
Of the gross proceeds of the Placing of £15.0 million, £8.5 million will be
used to fund the cash consideration element of the MediaPath Acquisitions, and
the balance to accelerate organic and inorganic growth of the enlarged
business, to strengthen its balance sheet and for transaction fees and
expenses.
Settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that admission of the
Placing Shares and MediaPath Consideration Shares (the "New Ordinary Shares")
will become effective at 8.00 am on or around 20 April 2022 (the "Admission").
The New Ordinary Shares will, when issued, rank equally in all respects with
the Existing Ordinary Shares including the right to receive dividends and
other distributions declared following Admission.
Expected timetable
2022
Publication of a Circular convening the General Meeting 31 March
Admission of the MML Shares 8.00 am on 4 April
Completion of the MML Acquisition 4 April
Latest time and date for receipt of Forms of Proxy and CREST voting 10.00 am on 13 April
instructions
General Meeting 10.00 am on 19 April
Admission of the Placing Shares and MediaPath Consideration Shares and 8.00 am on 20 April
completion of the Placing
Completion of the MediaPath Acquisition Not later than 22 April
Where applicable, expected date for CREST accounts to be credited in respect 20 April
of Placing Shares in uncertificated form
Where applicable, expected date for despatch of definitive share certificates 4 May
for Placing Shares in certificated form
Each of the times and dates referred to in this announcement is subject to
change by the Company (with the agreement of Panmure Gordon), in which case
the new times and dates will be notified through a Regulatory Information
Service.
Nick Waters, Chief Executive Officer of Ebiquity, said:
"This milestone is a great step for Ebiquity, and we are delighted to welcome
Susanne and her team to the Ebiquity Group. MediaPath brings a team of
experienced and highly skilled media specialists, complementary capabilities,
an outstanding technology platform, and a roster of high quality blue chip
international clients. This acquisition unlocks huge potential for our
business, our clients, and our people. The combination of our two teams
creates a formidable breadth and depth of media talent, with global reach and
national market expertise."
Susanne Elias, Founder of MediaPath, said:
"I am really excited about the future prospects for our combined businesses.
Using technology for innovation and delivery of our services to our clients
has been a key driver for us and now combined with Ebiquity's global reach,
broad service offerings as well as a highly skilled team of media specialists
creates stellar opportunities for our combined business, clients and teams all
over the world.
I am delighted to be joining the Executive Leadership Team at Ebiquity and
look forward to working with them to deliver a successful integration and
realise the value opportunity."
Notes
(1 )MML initial consideration of US$8.0m; US$ / £ exchange rate assumed rate
of $1.3157.
(2) This statement is not intended to be a profit forecast and should not be
interpreted to mean that the earnings per share of Ebiquity following
completion of the Transaction will necessarily be above or below historical
published earnings per share.
(3) Sourced from eMarketer.
(4) Pro forma financials have been prepared for illustrative purposes only and
by their nature addresses a hypothetical situation and, therefore, do not
represent the Company's actual financial performance. It is assumed that the
acquisition has taken place on 1 January 2021.
(5)Total initial consideration for the acquisitions of both MML (£6.1m) and
MediaPath (£15.5m) and estimated fees and expenses of the Transaction
(£2.0m).
(6) MML deferred consideration expected to be at least US$4.0m; US$ / £
exchange rate assumed of $1.3157.
(7) Financial year to 31 December 2021; FX of SEK11.5; calculated on a
normalised basis - adjusted primarily for minor non-recurring costs and an
accounting adjustment.
Market abuse regulation
This Announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/201 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this
announcement via a Regulatory Information Service this inside information is
now considered to be in the public domain.
The person responsible for arranging release of this Announcement on behalf of
the Company is Alan Newman, Chief Financial Officer and Chief Operating
Officer of the Company.
Ebiquity plc +44 20 7650 9600
Nick Waters, CEO
Alan Newman, CFO & COO
Camarco
Ben Woodford +44 7990 653 341
Geoffrey Pelham-Lane +44 7733 124 226
Panmure Gordon (Financial Adviser, Nomad and Broker) +44 20 7886 2500
Alina Vaskina / Harriette Johnson / Dougie McLeod (Corporate Advisory)
Charles Leigh-Pemberton / Sam Elder (Corporate Broking)
About Ebiquity plc
Ebiquity plc (LSE AIM: EBQ) is a world leader in media investment analysis. It
harnesses the power of data to provide independent, fact-based advice,
enabling brand owners to perfect media investment decisions and improve
business outcomes. Ebiquity is able to provide independent, unbiased advice
and solutions to brands because we have no commercial interest in any part of
the media supply chain.
We are a data-driven solutions company helping brand owners drive efficiency
and effectiveness from their media spend, eliminating wastage and creating
value. We provide analysis and solutions through five Service Lines: Media
management, Media performance, Marketing effectiveness, Technology advisory,
Contract compliance.
Ebiquity's clients are served by more than 500 media specialists operating
from 19 offices covering 80% of the global advertising market.
The Company has the most comprehensive, independent view of today's global
media market, analysing US$55bn of media spend from 75 markets annually,
including trillions of digital media impressions. Our Contract Compliance
division, FirmDecisions, audits US$40bn of contract value annually.
As a result, more than 70 of the world's top 100 advertisers today choose
Ebiquity as their trusted independent media advisor.
For further information, please visit: www.ebiquity.com
(http://www.ebiquity.com)
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR
SUBSCRIBE FOR SHARE IN THE CAPITAL OF THE COMPANY IN THE UNITED STATES,
CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR JAPAN (OR TO ANY PERSONS IN
ANY OF THOSE JURISDICTIONS). THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
IMPORTANT NOTICES
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX.
NO PROSPECTUS WILL BE MADE AVAILABLE IN CONNECTION WITH THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT AND NO SUCH PROSPECTUS IS REQUIRED (IN ACCORDANCE WITH
THE EU PROSPECTUS REGULATION OR UK PROSPECTUS REGULATION) TO BE PUBLISHED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"EUWA") (THE "UK PROSPECTUS REGULATION") WHO ALSO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) ANY OTHER PERSON TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY PANMURE GORDON (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN EBIQUITY PLC (THE "COMPANY").
THE PLACING SHARES HAVE NOT BEEN NOR WILL 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, RESOLD, PLEDGED, DELIVERED OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, UNITED
KINGDOM OR ELSEWHERE.
ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION FROM
THE REQUIREMENT TO PRODUCE A PROSPECTUS UNDER THE EU PROSPECTUS REGULATION OR
THE UK PROSPECTUS REGULATION.
The distribution of this Announcement and/or issue or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, Panmure Gordon (UK) Limited ("Panmure Gordon" or the
"Bookrunner") 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 Panmure Gordon to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption under the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable) from the requirement to produce a
prospectus. This Announcement is not being distributed by, nor has it been
approved for the purposes of s21 of FSMA by a person authorised under FSMA. In
the United Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not require the approval of the relevant communication
by an authorised person.
The 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.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by Panmure Gordon, or by any of their
respective partners, directors, officers, employees, advisers, consultants or
affiliates as to, or in relation to, the sufficiency, accuracy, fairness or
completeness of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly available
to any interested person or its advisers, and any liability therefor is
expressly disclaimed. The information in this Announcement is subject to
change.
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 such action.
Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a copy of
this Announcement (or any part thereof) should seek appropriate advice before
taking any action.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement (including the terms and
conditions appended hereto) in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix. Members of the
public are not eligible to take part in the Placing and no public offering of
Placing Shares is being or will be made.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives, the
Acquisitions 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
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beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. These forward-looking statements reflect the Company's judgment at the
date of this Announcement and are not intended to give any assurance as to
future results and the Company cautions that its actual results of operations
and financial condition, and the development of the industry in which it
operates, may differ materially from those made in or suggested by the
forward-looking statements contained in this Announcement and/or information
incorporated by reference into this Announcement. Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates, supplements or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.
Panmure Gordon is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Bookbuilding Process and the Placing
and will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or the transactions or
arrangements described in this Announcement. Panmure Gordon is not responsible
to anyone (including any Placees) other than the Company for providing the
protections afforded to its clients of Panmure Gordon or for providing advice
in relation to the Bookbuilding Process, the Placing, the contents of this
Announcement or any other matters referred to or described in this
Announcement.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
FCA, is acting as nominated adviser to the Company for the purposes of the AIM
Rules and no-one else in connection with the Placing and the transactions and
arrangements described in this Announcement and will not be responsible to any
other person (whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements described in this
Announcement. Panmure Gordon's responsibilities as the Company's nominated
adviser under the AIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or to any Director or to
any other person.
None of the information in this Announcement has been independently verified
or approved by Panmure Gordon or any of its respective partners, directors,
officers, employees, advisers, consultants or affiliates. Save for any
responsibilities or liabilities, if any, imposed on Panmure Gordon by FSMA or
by the regulatory regime established under it, no responsibility or liability
whatsoever whether arising in tort, contract or otherwise, is accepted by
Panmure Gordon or any of its partners, directors, officers, employees,
advisers, consultants or affiliates whatsoever for the contents of the
information contained in this Announcement (including, but not limited to, any
errors, omissions or inaccuracies in the information or any opinions) or for
any other statement made or purported to be made by or on behalf of Panmure
Gordon or any of its partners, directors, officers, employees, advisers,
consultants or affiliates in connection with the Company, the Placing Shares
or the Placing or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Placing.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. This Announcement does not
identify or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the Placing Shares. Any
investment decision to subscribe for Placing Shares in the Placing must be
made solely on the basis of publicly available information, which has not been
independently verified by Panmure Gordon. 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. Recipients
of this Announcement who are considering acquiring Placing Shares pursuant to
the Placing are reminded that they should conduct their own investigation,
evaluation and analysis of the business, data and property described in this
Announcement.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance. The contents
of this Announcement is not to be construed as legal, business, financial or
tax advice. Each investor should consult with his or her or its own legal
adviser, business adviser, financial adviser or tax adviser for legal,
business, financial or tax advice.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Panmure Gordon or any of its affiliates that would permit an
offering of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to the
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 Panmure Gordon to inform themselves about, and to observe, such
restrictions.
EU Product Governance Requirements
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED
WITHIN (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS IT
FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUWA AND AS
MODIFIED BY OR UNDER DOMESTIC LAW ("MIFID II"); (B) ARTICLES 9 AND 10 OF
COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II, AS IT
FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUWA AND AS
MODIFIED BY OR UNDER DOMESTIC LAW; AND (C) LOCAL IMPLEMENTING MEASURES,
INCLUDING BUT NOT LIMITED TO THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED
WITHIN THE FCA HANDBOOK (TOGETHER THE "MIFID II PRODUCT GOVERNANCE
REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN
TORT, CONTRACT OR OTHERWISE WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE
MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT
THERETO, THE PLACING SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS,
WHICH HAS DETERMINED THAT SUCH PLACING SHARES ARE: (I) COMPATIBLE WITH AN END
TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF
PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED IN MIFID II;
AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE
PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE
TARGET MARKET ASSESSMENT, DISTRIBUTORS (AS DEFINED WITHIN THE MIFID II PRODUCT
GOVERNANCE REQUIREMENTS) 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 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, PANMURE GORDON
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 OF
APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY
INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER
ACTION WHATSOEVER WITH RESPECT TO THE PLACING SHARES. EACH DISTRIBUTOR IS
RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE
PLACING SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the UK Product Governance Rules) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing Shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK 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 UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Panmure Gordon will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; 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.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acquisitions" the MediaPath Acquisition and the MML Acquisition
"Acquisition Shares" the MediaPath Consideration Shares and the MML Shares
"Act" the Companies Act 2006 (as amended)
"Admission" admission of the Placing Shares and the MediaPath Consideration Shares to
trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Affiliate" means a person controlling, controlled by or under common control with that
person from time to time, including their respective directors, officers,
employees, representatives and agents
"AIM" the AIM Market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"Application" the application made by (or on behalf of) the Company for admission to trading
on AIM of the Placing Shares and the MediaPath Consideration Shares in the
form prescribed by the London Stock Exchange
"Bookbuilding Process" means the bookbuilding process to be carried out by Panmure Gordon in using
its reasonable endeavours to procure Placees for the Placing Shares
"certificated form" or "in certificated form" an Ordinary Share recorded on a company's share register as being held in
certificated form (namely, not in CREST)
"Circular" the circular of the Company to be sent to Shareholders convening the General
Meeting
"Company" or "Ebiquity" Ebiquity plc, a company incorporated and registered in England and Wales
under the Companies Act 1985 with registered number 3967525
"Completion" completion of the MediaPath Acquisition in accordance with the terms of the
MediaPath Acquisition Agreement
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Directors" or "Board" the directors of the Company, or any duly authorised committee of the Board
"Ebiquity Group" the Company, its subsidiaries and its subsidiary undertakings
"Enlarged Group" the Ebiquity Group, as enlarged following Completion
"Enlarged Share Capital" the expected issued ordinary share capital of the Company immediately
following Admission, being the Existing Ordinary Shares, the Placing Shares
and the Acquisition Shares
"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST
"Existing Ordinary Shares" the 83,153,920 Ordinary Shares in issue at the date of this Announcement, all
of which are admitted to trading on AIM
"Extended RCF" the fourth amendment and restatement agreement dated 24 March 2022 relating to
a credit agreement originally dated 2 July 2014 and made among the Company,
National Westminster Bank plc and Barclays Bank plc
"FCA" the UK Financial Conduct Authority
"Form of Proxy" the form of proxy for use in connection with the General Meeting which
accompanies the Circular
"FSMA" means the Financial Services and Markets Act 2000
"General Meeting" the general meeting of the Company to be held at the offices of the Company at
Chapter House, 16 Brunswick Place, London N1 6DZ at 10.00 am on 19
April 2022 (or any adjournment of that meeting), notice of which is set out
at the end of the Circular
"Identified Person" means Panmure Gordon and each of its Affiliates and their respective
directors, officers, employees, representatives and agents (in each case
whether present or future)
"London Stock Exchange" London Stock Exchange plc
"Material Adverse Change" means anything that has or is reasonably likely to have a material adverse
change in the business, earnings, operations, management, property, assets,
rights, results, prospects, condition (financial, operational, legal or
otherwise), funding position (whether earnings, cash flow, liquidity, solvency
or otherwise) of the Ebiquity Group as enlarged by the MediaPath Acquisition
and the MML Acquisition taken as a whole, whether or not arising in the
ordinary course of business and whether or not foreseeable at the date of the
Placing Agreement
"MediaPath" Media Path Network AB
"MediaPath Acquisition" the acquisition by the Company of MediaPath under the MediaPath Acquisition
Agreement
"MediaPath Acquisition Agreement" the conditional agreement dated 29 March 2022 and made between the Company and
the MediaPath Vendors relating to the MediaPath Acquisition
"MediaPath Consideration Shares" the 6,919,642 new Ordinary Shares to be issued by the Company in connection
with the MediaPath Acquisition
"MediaPath Group" MediaPath and its subsidiaries and subsidiary undertakings
"MediaPath Vendors" the selling shareholders of MediaPath as set out in the MediaPath Acquisition
Agreement
"MML" Media Management, LLC
"MML Acquisition" the acquisition by the Company of MML under the MML Acquisition Agreement
"MML Acquisition Agreement" the agreement dated 29 March 2022 and made between the Company, Ebiquity, LLC,
MML and the MML Vendors
"MML Admission" admission of the MML Shares to trading on AIM becoming effective in accordance
with Rule 6 of the AIM Rules
"MML Shares" the 1,737,261 new Ordinary Shares to be issued by the Company in connection
with the MML Acquisition
"MML Vendors" the selling shareholders of MML as set out in the MML Acquisition Agreement
"New Ordinary Shares" the Placing Shares and the Acquisition Shares
"Notice of Meeting" the notice convening the General Meeting which is set out at the end of the
Circular
"Ordinary Shares" ordinary shares of 25 pence each in the capital of the Company
"Panmure Gordon" Panmure Gordon (UK) Limited, the Company's nominated adviser and broker
"Participating Directors" Rob Woodward, Nick Waters, Alan Newman and Richard Nichols
"Placing" the conditional placing of the Placing Shares by Panmure Gordon, as agent on
behalf of the Company, under the Placing Agreement, further details of which
are set out in the Circular
"Placing Agreement" the conditional agreement dated 29 March 2022 and made between Panmure
Gordon and the Company in relation to the Placing, further details of which
are set out in the Circular
"Placing Documents" means this Announcement, the Placing Results Announcement, the investor
presentation, the Circular, Proxy Form and any other document issued by or on
behalf of the Company in connection with the Placing
"Placing Price" 53.0 pence per Placing Share
"Placing Results Announcement" means the press announcement giving details of the number of Placing Shares to
be issued by the Company to Placees at the Placing Price
"Placing Shares" the 28,301,886 new Ordinary Shares to be issued under the Placing
"Proposals" together, the Placing, Admission and the MediaPath Acquisition
"Prospectus Regulation Rules" the prospectus regulation rules made by the FCA under section 73A of the FSMA
"Proxy Form" the form of proxy to accompany the Circular and to be used for the appointment
of proxies by Shareholders at the General Meeting
"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list on the FCA's website
"Resolutions" the resolutions set out in the Notice of Meeting
"Transaction" the MediaPath Acquisition, the MML Acquisition and the Placing
"Shareholders" holders of Ordinary Shares from time to time
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US" or "United States" the United States of America, each State thereof, its territories and
possessions (including the District of Columbia) and all other areas subject
to its jurisdiction
"uncertificated" or "in uncertificated form" an Ordinary Share recorded on a company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE ONLY DIRECTED AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION") ("EEA QUALIFIED INVESTORS"); AND (B) IN THE UNITED
KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS
REGULATION AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK QUALIFIED INVESTORS") WHO ALSO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(II) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (C) ANY OTHER PERSON TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE
BEEN INVITED TO PARTICIPATE IN THE PLACING BY PANMURE GORDON (UK) LIMITED
("PANMURE GORDON" OR THE "BOOKRUNNER") (ANY SUCH PERSON HEREIN REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS
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 OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY
SECURITIES IN THE COMPANY IN THE UNITED STATES, UNITED KINGDOM OR ELSEWHERE.
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, RESOLD, PLEDGED, DELIVERED OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN 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 OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT 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, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, REGULATORY,
TAX AND BUSINESS RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
If a Relevant Person indicates to Panmure Gordon that it wishes to participate
in the Placing by making or accepting an offer to acquire Placing Shares
pursuant to the Placing (each such person a "Placee") it will be deemed to
have read and understood this Announcement (including these terms and
conditions) in its entirety and to be making or accepting such offer subject
to the terms and conditions and to be providing the representations,
warranties, indemnities, agreements and acknowledgements contained in this
Announcement.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain other jurisdictions may be restricted by law. No
action has been taken by Panmure Gordon or the Company 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 the
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by Panmure
Gordon and the Company to inform themselves about and to observe any such
restrictions.
No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of either Panmure Gordon or any of
its affiliates or their respective directors, officers, employees, agents,
advisers, or any other person, as to the accuracy, completeness, correctness
or fairness of the information or opinions contained in this Announcement or
for any other statement made or purported to be made by any of them, or on
behalf of them, in connection with the Company or the Placing and no such
person shall have any responsibility or liability for any such information or
opinions or for any errors or omissions. Accordingly, save to the extent
permitted by law, no liability whatsoever is accepted by Panmure Gordon or any
of its affiliates or its directors, officers, employees, agents or affiliates
or any other person for any loss howsoever arising, directly or indirectly,
from any use of this Announcement or such information or opinions contained
herein or otherwise arising in connection with it.
This Announcement does not constitute or form part of, and should not be
construed as, any offer or invitation to sell or issue, or any solicitation of
any offer to purchase or subscribe for, any Placing Shares or any other
securities or an inducement to enter into investment activity, nor shall this
Announcement (or any part of it), nor the fact of its distribution, form the
basis of, or be relied on in connection with, any investment activity. No
statement in this Announcement is intended to be nor may be construed as a
profit forecast and no statement made herein should be interpreted to mean
that the Company's profits or earnings per share for any future period will
necessarily match or exceed historical published profits or earnings per share
of the Company.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, the Republic
of South Africa or Japan or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption under the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable) 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 the Financial Services
and Markets Act 2000 (as amended) ("FSMA") does not require the approval of
the relevant communication by an authorised person.
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.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
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.
Each Placee represents, warrants, undertakes, agrees and acknowledges (amongst
other things) to Panmure Gordon and the Company that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a member state of
the EEA or the United Kingdom (each a "Relevant State") who acquires any
Placing Shares pursuant to the Placing:
(a) in the case of a member state of the EEA, it is an EEA
Qualified Investor (within the meaning of Article 2(e) of the EU Prospectus
Regulation) and, in the case of the United Kingdom, it is a UK Qualified
Investor (within the meaning of Article 2(e) of the UK Prospectus Regulation);
and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or the UK Prospectus Regulation (as applicable):
(i) the Placing Shares acquired by it in the Placing have
not been acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in a Relevant State other than Qualified
Investors or in circumstances in which the prior consent of Panmure Gordon has
been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on
behalf of persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) as having been made
to such persons; and
3. it is acquiring the Placing Shares for its own account
or is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement; and
4. it (and any account referred to in paragraph 3 above)
is outside the United States acquiring the Placing Shares in offshore
transactions as defined in and in accordance with Regulation S under the
Securities Act.
The Company and Panmure Gordon will rely upon the truth and accuracy of the
foregoing representations, acknowledgements and agreements. Each Placee hereby
agrees with Panmure Gordon and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if Panmure Gordon
confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it at the Placing Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of the information contained in this Announcement and
the announcement of the results of the Placing (the "Placing Results
Announcement") (together the "Placing Documents") and any information publicly
announced through a regulatory information service ("RIS") by or on behalf of
the Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth in the
contract note or electronic trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Panmure Gordon
or the Company or any other person and neither Panmure Gordon nor the Company
nor any other person acting on such person's behalf nor any of their
respective affiliates has or shall have any liability for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement. 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. No
Placee should consider any information in this Announcement to be legal, tax
or business advice. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Bookbuilding Process
Following this Announcement, Panmure Gordon will commence the Bookbuilding
Process to determine demand for participation in the Placing by Placees at the
Placing Price. No commissions will be paid to Placees or by Placees in respect
of any Placing Shares. The book will open with immediate effect following
release of this Announcement. Members of the public are not entitled to
participate in the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
Panmure Gordon and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as they may, in their sole
discretion, determine.
Placing
Panmure Gordon has agreed on the terms and subject to the conditions set out
in the Placing Agreement, as agents for and on behalf of the Company, to use
reasonable endeavours to conditionally procure subscribers for the Placing
Shares at the Placing Price. The Placing is not underwritten.
The Placing Shares will be made up of a number of new Ordinary Shares issued
and allotted by the Company. Accordingly, by participating in the Placing,
Placees agree to subscribe for Placing Shares. The final number of Placing
Shares will be decided at the close of the Bookbuilding Process by the Company
and Panmure Gordon. The timing of the closing of the book and allocations are
at the discretion of the Company and Panmure Gordon. Details of number of
Placing Shares will be announced as soon as practicable after the close of the
Bookbuilding Process.
The Placing Shares will when issued, subject to the Company's Articles of
Association, be credited as fully paid, and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to receive all
dividends and other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after Admission and will on issue be free of
all pre-emption rights, claims, liens, charges, encumbrances and equities.
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. Subject to the conditions below being
satisfied, it is expected that Admission will become effective at 8.00 a.m. on
20 April 2022 (or such later time or date as Panmure Gordon may agree with the
Company, being no later than 8.00 a.m. on 4 May 2022) and that dealings for
normal settlement in the Placing Shares will commence on or around 8.00 a.m.
on the same day.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
Participation in the Placing
1. Panmure Gordon is arranging the Placing as agent of
the Company. Participation will only be available to persons who may lawfully
be, and are, invited to participate by Panmure Gordon. Panmure Gordon is
entitled to enter bids as principal in the Bookbuilding Process.
2. The aggregate proceeds to be raised through the
Placing will be agreed between Panmure Gordon and the Company following
completion of the Bookbuilding Process. Following a successful completion of
the Bookbuilding Process, the Company will confirm the closing of the Placing
via the Placing Results Announcement.
3. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or in writing to their usual sales contact
at Panmure Gordon. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire at the Placing Price. Bids may be
scaled down by Panmure Gordon on the basis referred to in paragraph 6 below.
Panmure Gordon reserves the right not to accept bids or to accept bids in part
rather than in whole. The acceptance of the bids shall be at Panmure Gordon's
absolute discretion, subject to agreement with the Company.
4. The Bookbuilding Process is expected to close no
later than 4.00 p.m. (London time) on 30 March 2022 but may be closed earlier
or later, at the discretion of Panmure Gordon. Panmure Gordon may, in
agreement with the Company, accept bids that are received after the
Bookbuilding Process has closed. The Company reserves the right (upon the
prior agreement of Panmure Gordon) to vary the number of ordinary shares to be
issued pursuant to the Placing, in its absolute discretion.
5. Each Placee's allocation will be confirmed to Placees
orally or by email by Panmure Gordon following the close of the Bookbuilding
Process, and a contract note or electronic trade confirmation will be
despatched as soon as possible thereafter. Panmure Gordon's oral or email
confirmation to such Placee will constitute an irrevocable, legally binding
commitment upon such person (who will at that point become a Placee) in favour
of Panmure Gordon and the Company, under which such Placee agrees to acquire
the number of Placing Shares allocated to it and to pay the Placing Price on
the terms and conditions set out in this Appendix and in accordance with the
Company's corporate documents.
6. Subject to paragraphs 2 and 3 above, Panmure Gordon
will, in effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and may scale down
any bids for this purpose on such basis as it may determine. Panmure Gordon
may also, notwithstanding paragraphs 2 and 3 above and subject to the prior
consent of the Company, (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuilding Process has closed to any
person submitting a bid after that time. The acceptance of offers shall be at
the absolute discretion of Panmure Gordon.
7. A bid in the Bookbuilding Process 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 Panmure
Gordon'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 Panmure Gordon (as agent for the
Company), to pay it (or as it 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 acquire. Each Placee's obligations will be owed to
Panmure Gordon. Each Placee's allocation and commitment will be evidenced by a
contract note or electronic trade confirmation issued to such Placee. The
terms of this Appendix will be deemed incorporated in that contract note or
trade confirmation.
8. Except as required by law or regulation, no press
release or other announcement will be made by Panmure Gordon or the Company
using the name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
9. Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
10. All obligations under the Bookbuilding Process and
Placing will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated.
11. By participating in the Bookbuilding Process, each
Placee agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee after confirmation (oral or otherwise)
by Panmure Gordon.
12. To the fullest extent permissible by law, none of
Panmure Gordon, the Company or 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, none of Panmure Gordon, the Company, or 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 Panmure Gordon's conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
Panmure Gordon, their respective affiliates and the Company may agree. 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 Panmure Gordon's conduct of the Placing.
Conditions of the Placing
Panmure Gordon has the right to terminate its obligations under the Placing at
any time prior to Admission in certain circumstances including, inter alia,
(i) if any of the warranties contained in the Placing Agreement was untrue or
inaccurate in any material respect or misleading and/or would be untrue or
inaccurate in any material respect or misleading when repeated upon posting of
the Circular, immediately prior to admission of the MML Shares and immediately
prior to Admission by reference to the circumstances then existing, (ii) if
any statement in this Announcement is incorrect or has become untrue,
incorrect or misleading; (iii) if a material adverse change occurs in the
financial position or prospects of the Group; or (iv) upon the occurrence of
certain specified events of force majeure (as specified in the Placing
Agreement).
If the Placing Agreement is terminated prior to Admission, the Placing will
lapse and the rights and obligations of the Placees hereunder shall cease and
determine at such time and no claim can be made by any Placee in respect
thereof. In such event, all monies (if any) paid by the Placees to Panmure
Gordon at such time shall be returned to the Placees at their sole risk
without any obligation on the part of the Company or Panmure Gordon or any of
its affiliates to account to the Placees for any interest earned on such
funds. The Placees acknowledge and agree that the Company and Panmure Gordon
may, at their sole discretion, waive some of the conditions in the Placing
Agreement or extend the time and/or date for fulfilment of any of the
conditions in the Placing Agreement. Any such extension or waiver will not
affect Placees' commitments.
Placees will only be called on to acquire Placing Shares if the obligations of
Panmure Gordon under the Placing Agreement have become unconditional in all
respects and Panmure Gordon has not terminated the Placing Agreement prior to
Admission.
In this section, terms are as defined in the Announcement. Panmure Gordon's
obligations under the Placing Agreement are conditional upon, inter alia:
1. the release of the Placing Results Announcement
through a Regulatory Information Service no later than 4.00 pm on the date of
the Placing Agreement (or such later time and/or date as the Company and
Panmure Gordon may agree);
2. the Warranties being true and accurate in all
material respects and not misleading as of the date of the Placing Agreement
and at all times up to Admission, in each case as though they had been given
and made on such dates by reference to the facts and circumstances from time
to time subsisting;
3. the MediaPath Acquisition Agreement remaining
in full force and effect, not having lapsed or been terminated or amended in
accordance with its terms prior to Admission; (ii) no condition (save in
respect of the Placing Agreement or Admission) to which the MediaPath
Acquisition Agreement is subject having become incapable of satisfaction and
not having been waived prior to Second Admission; and (iii) no notice to
terminate the MediaPath Acquisition Agreement having been served by any party
thereto;
4. (i) the Extended RCF remaining in full force
and effect, not having lapsed or been terminated or amended in accordance with
its terms prior to Admission; (ii) no condition to which the Extended RCF is
subject having become incapable of satisfaction and not having been waived
prior to Admission; and (iii) all conditions to drawdown under the Extended
RCF having been met;
5. the Company not being in material breach of any
of its obligations and undertakings under the Placing Agreement which fall to
be performed or satisfied prior to Admission;
6. in the sole opinion of Panmure Gordon (acting
in good faith), there having been no Material Adverse Change in either the
market or the Company at any time prior to Admission;
7. the Placing Agreement having not been
terminated on or prior to Admission; and
8. Admission taking place by not later than 8.00
am on 20 April 2022 or such later date as is agreed in writing between the
Company and Panmure Gordon (but in any event not later than 8.00 am on 4 May
2022),
all conditions included in the Placing Agreement being together the
"Conditions".
If any Condition has not been satisfied or waived by Panmure Gordon or has
become incapable of being satisfied (and is not waived by Panmure Gordon as
described below) or if the Placing Agreement is terminated in accordance with
its terms, all obligations under the terms and conditions set out in this
Appendix will automatically terminate and each Placee agrees that no claim can
be made by it or on its behalf (or by any person on whose behalf the Placee is
acting) in respect thereof. By participating in the Placing, each Placee
agrees that its rights and obligations hereunder are conditional upon the
Placing Agreement becoming unconditional in all respects and that its rights
and obligations will terminate only in the circumstances described above and
will not be capable of rescission or termination by it.
Panmure Gordon may in their absolute discretion in writing waive fulfilment of
certain of the Conditions or extend the time provided for fulfilment of such
Conditions. Any such extension or waiver will not affect Placees' commitments
as set out in this Appendix. Neither Panmure Gordon 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 made by Panmure Gordon as
to whether or not to waive or to extend the time and/or date for the
fulfilment of any Condition.
Termination of the Placing
In this section, terms are as defined in the Announcement. Panmure Gordon may
in its absolute opinion (acting in good faith) terminate the Placing
Agreement, in accordance with its terms, at any time prior to Admission (as
relevant), inter alia, if:
1. there shall have been a material breach by the
Company of any of the Warranties or any of the Warranties is or becomes (by
reference to the facts, matters or circumstances from time to time existing)
untrue, inaccurate or misleading which Panmure Gordon considers, in its sole
discretion, to be material in the context of the Ebiquity Group taken as a
whole, the Transaction and/or Admission;
2. there shall have been a breach by the Company of any
undertaking or any other provision of the Placing Agreement;
3. any statement in the Placing Documents has become, or
an omission in the Placing Documents results in them being, untrue, inaccurate
in any material respect or misleading;
4. there are any facts or circumstances existing that
gives an Indemnified Person a right to make a claim under the Indemnity in the
Placing Agreement;
5. there has occurred, in the opinion of the Panmure
Gordon, any Material Adverse Change;
6. the Application for admission for either the MediaPath
Consideration Shares or the MML Consideration Shares is withdrawn by the
Company or refused by the London Stock Exchange; or
7. events occur which would be likely to prejudice the
success of the Placing or dealings in the Placing Shares following Admission
which makes it impractical or inadvisable to proceed with the Placing.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and
Panmure Gordon that the exercise by the Company or Panmure Gordon of any right
of termination or any other right or other discretion under the Placing
Agreement shall be within the absolute discretion of the Company or Panmure
Gordon and that none of the Company or Panmure Gordon need make any reference
to such Placee and that neither Panmure Gordon nor the Company, nor any of
their respective affiliates, agents, directors, officers or employees shall
have any liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any such
exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission, variation, revocation or termination by it after the issue by
Panmure Gordon of confirmation of allocation orally or by email.
Lock-Up arrangements
Under the MediaPath Acquisition Agreement, each of the MediaPath Vendors that
together will hold, in total, 100% of the MediaPath Consideration Shares
following the completion of the MediaPath Acquisition, have undertaken, save
in limited circumstances, not to dispose of any of their interests in the
MediaPath Consideration Shares at any time prior to the 24-month anniversary
of the MediaPath Acquisition Agreement. In addition, in order to ensure an
orderly market in the Ordinary Shares, the MediaPath Vendors have further
undertaken that for a further period of 12 months afterwards they would not,
save in limited circumstances, deal or otherwise dispose of any such interests
in the MediaPath Consideration Shares other than through Panmure Gordon (or
such other broker appointed by the Company from time to time).
Restriction on Further Issue of Shares
The Company has undertaken to Panmure Gordon that, between the date of the
Placing Agreement and a period of 90 days from Admission (the "Restricted
Period"), the Company will not (and will procure that no member of the
Ebiquity Group will), without the prior written consent of Panmure Gordon
(such approval not to be unreasonably withheld or delayed) issue, allot,
offer, pledge, sell, contract to sell, grant any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend or otherwise transfer or dispose of, directly or
indirectly, any Ordinary Shares or other shares in the capital of the Company
or any securities convertible into or exchangeable for Ordinary Shares or
other shares in the capital of the Company, or enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of Ordinary Shares or other shares in the
capital of the Company provided that the foregoing restrictions shall not
prevent or restrict the Company or any other member of the Ebiquity Group
during the Restricted Period the grant of options under, or the allotment and
issue of shares pursuant to options under, any existing employee share schemes
of the Company (in accordance with its normal practice).
By participating in the Placing, Placees agree that the exercise by Panmure
Gordon of any power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to the restrictive provisions on
further issuance under the Placing Agreement shall be within the absolute
discretion of Panmure Gordon and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0004126057)
following Admission will take place within the Euroclear UK & Ireland
Limited system ("CREST"), subject to certain exceptions. Panmure Gordon and
the Company reserve the right to require settlement for, and delivery of, the
Placing Shares to Placees by such other means that they deem necessary if
delivery or settlement is not possible within the CREST system within the
timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction. Following the close of
the Bookbuild, each Placee to be allocated Placing Shares in the Placing will
be sent a contract note or electronic trade confirmation stating the number of
Placing Shares allocated to them at the Placing Price, the aggregate amount
owed by such Placee to Panmure Gordon and settlement instructions. Each Placee
will be deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions which they have in place with Panmure
Gordon.
Panmure Gordon agrees that it will, prior to Admission, give the Company and
the Registrars written notice of the number of Placing Shares which are to be
allotted to its nominee, as agent and nominee for the Placees pending any
relevant transfer through CREST, together with the registration details of the
Placees. Prior to 7.30 am on the day of Admission the Company shall allot,
conditional only on Admission, the number of Placing Shares to such persons in
certificated or uncertificated form as shall be agreed by the Company and
Panmure Gordon in accordance with and subject to the terms of the Placing
Agreement, including to Panmure Gordon as nominee for any or all of the
Placees, and in any such denominations as shall be agreed by the Company and
Panmure Gordon on the terms of the Placing Agreement. The Company undertakes
to Panmure Gordon that it shall promptly, following Admission, procure the
registration (without registration fee) as members of the Company of the
Placees and the Company shall procure that the Registrars credit such shares
to the relevant CREST accounts as notified to the Company by Panmure Gordon
not later than the date specified in this Announcement. In respect of those
Placees that have opted to hold their Placing Shares in certificated form the
Company shall procure the issue to such persons of definitive share
certificates in respect of the Placing Shares to which they are entitled and
procure the registration (without registration fee) of such Placees as members
of the Company not later than the date specified in this Announcement.
It is expected that settlement of the Placing will occur on 22 April 2022, on
which date each Placee must settle the full amount owed by it in respect of
the Placing Shares allocated to it. Panmure Gordon may (after consultation
with the Company) specify a later settlement date (or dates) at their absolute
discretions. Panmure Gordon will notify Placees if any of the dates in the
terms and conditions set out in this Appendix should change. Payment must be
made in cleared funds. The payment instructions for settlement in CREST and
settlement outside of CREST will be set out in the contract note or electronic
trade confirmation issued to the Placee by Panmure Gordon. Interest is
chargeable daily on payments not received from Placees on the due date at the
rate per annum of 2 percentage points above the Barclays Bank plc base rate.
Time shall be of the essence as regards the obligations of Placees to settle
payment for the Placing Shares and to comply with their other obligations
under this Announcement.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Panmure Gordon may sell, charge by way of security (to any funder
of it) or otherwise deal with any or all of their Placing Shares on that
Placee's behalf and retain from the proceeds, for Panmure Gordon's own account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due and any costs and expenses properly incurred by it a result
of the Placee's failure to comply with its obligations. The relevant Placee
will, however, remain liable and shall indemnify Panmure Gordon on demand for
any shortfall below the amount owed by them and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which may arise
upon the sale of their Placing Shares on their behalf. Legal and/or beneficial
title in and to any Placing Shares shall not pass to the relevant Placee until
such time as it has fully complied with its obligations hereunder. By
communicating a bid for Placing Shares, each Placee confers on Panmure Gordon
all such authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which Panmure Gordon lawfully takes
in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional 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
United Kingdom 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), neither
Panmure Gordon or the Company shall be responsible for payment thereof.
Placees will not be entitled to receive any fee or commission in connection
with the Placing.
Notwithstanding the above, the right is reserved to deliver all of the Placing
Shares to which the Placee is entitled in certificated form should Panmure
Gordon consider this necessary or desirable.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Panmure Gordon and the Company,
in each case as a fundamental term of their application for Placing Shares,
the following:
1. it has read and understood this Announcement in its entirety and
its subscription for Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and that it
has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this Announcement;
2. it has not received and will not receive a prospectus or other
offering document in connection with the Placing and acknowledges that no
prospectus or other offering document:
a. is required under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) or other applicable
law; and
b. has been or will be prepared in
connection with the Placing;
3. the 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 AIM Rules for the Companies (the "AIM
Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014, as it
forms part of domestic law in the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018 (the "MAR")), which includes a description of the
nature of the Company's business and the Company's most recent balance sheet
and profit and loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly traded
company, without undue difficulty;
4. it will be bound by the terms of the Articles of Association of
the Company;
5. time is of the essence as regards its obligations under this
Appendix;
6. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and none of Panmure
Gordon, the Company or any of their respective affiliates, agents, directors,
officers or employees nor 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 the information in this
Announcement or any information publicly announced through a Regulatory
Information Service (as defined in the AIM Rules) by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly Available
Information"); nor has it requested Panmure Gordon, the Company, any of their
respective affiliates, agents, directors, employees or officers or any person
acting on behalf of any of them to provide it with any such information;
7. none of Panmure Gordon or any person acting on behalf of either
of them or any of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for acts or omissions or any
Publicly Available Information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person, and that any document
that is to be sent to any Placee in connection with the Placing will be sent
at the Placee's risk and may be sent to it at any address provided by it to
Panmure Gordon;
8. in making any decision to subscribe for Placing
Shares:
a. the only information on which it is entitled to rely
and on which it has relied in committing to acquire the Placing Shares is
contained in this Announcement, such information being all that it deems
necessary to make an investment decision in respect of the Placing Shares and
it has made its own assessment of the Company, the Placing Shares and the
terms of the Placing based on the information in this Announcement;
b. none of Panmure Gordon, the Company or any of their
respective affiliates, agents, directors, officers and employees have made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information, nor will they provide any
material or information regarding the Company, the Placing or the Placing
Shares;
c. it has conducted its own investigation of the
Company, the Placing (including its terms and conditions) and the Placing
Shares, satisfied itself that the information is still current and relied on
that investigation for the purposes of its decision to participate in the
Placing; and
d. it has not relied on any investigation that Panmure
Gordon or any person acting on behalf of either of them may have conducted
with respect to the Company, the Placing or the Placing Shares; and
e. it may not place the same degree of reliance on this
Announcement as it may otherwise place on a prospectus or admission document
or any other offering circular.
9. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and that none of Panmure Gordon
or any persons acting on their behalf is responsible for or has or shall have
any liability for any information, representation, warranty or statement
relating to the Company contained in this Announcement nor will they be liable
for any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement or otherwise. Nothing in this Appendix shall exclude any
liability of any person for fraudulent misrepresentation;
10. it will not redistribute, forward, transfer, duplicate or otherwise
transmit this Announcement or any part of it, or any other presentational or
other material concerning the Placing (including electronic copies thereof) to
any person and represents that it has not redistributed, forwarded,
transferred, duplicated, or otherwise transmitted any such documents to any
person;
11. Panmure Gordon does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
12. the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to subscribe for Placing Shares is
contained in the Placing Documents or any Publicly Available Information (save
that in the case of Publicly Available Information, a Placee's right to rely
on that information is limited to the right that such Placee would have as a
matter of law in the absence of this paragraph), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;
13. it has neither received nor relied on any other information given, or
representations, warranties or statements, express or implied, made, by
Panmure Gordon nor the Company nor any of their respective affiliates, agents,
directors, officers or employees acting on behalf of any of them (including in
any management presentation delivered in respect of the Bookbuilding Process)
with respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in the Placing
Documents, or the Publicly Available Information or otherwise;
14. neither Panmure Gordon or the Company will be liable for any Placee's
decision 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;
15. in making any decision to subscribe for 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
the Placing Shares;
b. will not look to Panmure Gordon for all or part of
any such loss it may suffer;
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;
e. has no need for liquidity with respect to its
investment in the Placing Shares;
f. has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic considerations
relevant to its investment in the Placing Shares; and
g. has conducted its own due diligence, examination,
investigation and assessment of the Company and Group, the Placing Shares and
the terms of the Placing and has satisfied itself that the information
resulting from such investigation is still current and relied on that
investigation for the purposes of its decision to participate in the Placing;
16. it is subscribing for the Placing Shares for its own account or for an
account with respect to which it exercises sole investment discretion and has
the authority to make and does make the acknowledgements, representations and
agreements contained in this Appendix;
17. it is acting as principal only in respect of the Placing or, if it is
acting for any other person, it is:
a. duly authorised to do so and has full power to make
the acknowledgments, representations and agreements herein on behalf of each
such person; and
b. will remain liable to the Company and/or Panmure Gordon 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);
18. it and any person acting on its behalf is entitled to subscribe for
the Placing Shares under the laws and regulations of all relevant
jurisdictions that apply to it and that it has fully observed such laws and
regulations, has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will honour such
obligations, and has 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 Panmure Gordon or 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;
19. where it is subscribing for Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to subscribe for
the Placing Shares for each managed account;
20. it irrevocably appoints any duly authorised officer of Panmure Gordon
as its agent for the purpose of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it agrees to
subscribe for upon the terms of this Appendix;
21. neither it nor the beneficial owner of the Placing Shares is, nor
will, at the time the Placing Shares are acquired, be a resident of Australia,
Canada, the Republic of South Africa or Japan;
22. the Placing Shares have not been registered or otherwise qualified, and
will not be registered or otherwise qualified, for offer and sale nor will a
prospectus be cleared or approved in respect of any of the Placing Shares
under the securities laws of Australia, Canada, the Republic of South Africa
or Japan and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly, within
Australia, Canada, the Republic of South Africa or Japan or in any country or
jurisdiction where any such action for that purpose is required;
23. it may be asked to disclose in writing or orally to Panmure Gordon: (i)
if he or she is an individual, his or her nationality; or (ii) if he or she is
a discretionary fund manager, the jurisdiction in which the funds are managed
or owned;
24. it (and any person acting on its behalf) has the funds available to pay
for the Placing Shares which it has agreed to acquire and acknowledges and
agrees that it will pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other Placees or sold at
such price as Panmure Gordon determines;
25. it and/or each person on whose behalf it is participating:
a. is entitled to acquire Placing Shares pursuant to the Placing under the
laws and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has capacity and authority and is entitled to enter into and perform its
obligations as an acquirer of Placing Shares and will honour such obligations;
and
d. has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and complied with all
necessary formalities to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations with respect
to its acquisition of Placing Shares;
26. it and any person who it is acting on behalf of is, and at the time
the Placing Shares are acquired will be, outside the United States and is
acquiring the Placing Shares in an "offshore transaction" as defined in, and
in accordance with, Regulation S under the Securities Act;
27. it understands that the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective registration
under the Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws;
28. it is not acquiring Offer Shares as a result of any "directed selling
efforts" as defined in Regulation S;
29 it (and any account for which it is purchasing) is acquiring
Placing Shares for investment purposes and not with a view to any offer, sale
or distribution thereof within the meaning of the Securities Act;
30. if in the future it decides to offer, sell, transfer, assign or
otherwise dispose of the Placing Shares, it will do so only pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and acknowledges that no representation is
being made as to the availability of any exemption under the Securities Act
for the reoffer, resale, pledge or transfer of the Placing Shares;
31. 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 (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
32. none of Panmure Gordon, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person acting on
behalf of any of them 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 participation in the Placing is on the basis that it
is not and will not be a client of Panmure Gordon and that Panmure Gordon has
no duties or responsibilities to it for providing the protections afforded to
their respective clients 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;
33. it will make payment to Panmure Gordon for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
Panmure Gordon determine in their absolute discretion without liability to the
Placee and it will remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any interest
or penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
34. 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 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;
35. no action has been or will be taken by any of the Company, Panmure
Gordon or any person acting on behalf of the Company or Panmure Gordon that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such action for that
purpose is required;
36. the person who it specifies for registration as holder of the Placing
Shares will be:
a. the Placee; or
b. a nominee of the Placee, as the case may be,
and that Panmure Gordon and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and Panmure Gordon in respect of the same on the basis
that the Placing Shares will be allotted to a CREST stock account of Panmure
Gordon or transferred to a CREST stock account of Panmure Gordon who will hold
them as nominee on behalf of the Placee until settlement in accordance with
its standing settlement instructions with it;
37. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability;
38. if it is within the United Kingdom:
a. that it and any person acting on its behalf (if within the United Kingdom)
is a UK Qualified Investor and falls within Article 19(5) and/or 49(2) of the
Order and undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the purposes of its
business only;
b. 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 it may otherwise lawfully be communicated; or
c. unless otherwise agreed by Panmure Gordon, it is a "professional client" or
an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS") and it is purchasing Placing Shares
for investment only and not with a view to resale or distribution;
39. it has not offered or sold and will not offer or sell any Placing
Shares to persons in a Relevant State prior to the expiry of a period of six
months from Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of the UK Prospectus Regulation or an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
40. if it is within a Relevant State, it is an EEA Qualified Investor;
41. it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been approved by
Panmure Gordon in their capacity as authorised persons under section 21 of the
FSMA and it may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised person;
42. it has complied and it will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all relevant provisions of the FSMA and the MAR in respect
of anything done in, from or otherwise involving the United Kingdom);
43. if it is a financial intermediary, as that term is used in Article 5(1)
of the EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable), 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 to, persons in a Relevant State other
than Qualified Investors, or in circumstances in which the express prior
written consent of Panmure Gordon has been given to each proposed offer or
resale;
44. if it has received any inside information (for the purposes of the MAR
and section 56 of the Criminal Justice Act 1993 or other applicable law) about
the Company in advance of the Placing, it has not:
a. dealt (or attempted to deal) in the securities of the Company or cancelled
or amended a dealing in the securities of the Company;
b. encouraged, recommended or induced another person to deal in the securities
of the Company or to cancel or amend an order concerning the Company's
securities; or
c. unlawfully disclosed such information to any person, prior to the
information being made publicly available;
45. Panmure Gordon and their respective affiliates, acting as an investor
for its or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing Shares, any
other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, Panmure Gordon and/or any of their respective affiliates acting as
an investor for its or their own account(s). None of Panmure Gordon or the
Company intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory obligation to do so;
46. it:
a. has complied with its obligations under the Criminal Justice Act 1993 and
Articles 8, 10 and 12 of MAR, and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended) and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA
(together, the "Money Laundering Regulations");
b. is not a person:
i. with whom transactions are prohibited under the US Foreign Corrupt
Practices Act of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury;
ii. named on the Consolidated List of Financial Sanctions Targets maintained
by HM Treasury of the United Kingdom; or
iii. subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations or other
applicable law,
47. (together with the Money Laundering Regulations, the "Regulations")
and if making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by it to verify the identity of the third party
as required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Panmure Gordon
such evidence, if any, as to the identity or location or legal status of any
person which it may request from it in connection with the Placing (for the
purpose of complying with the Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by Panmure Gordon on the basis that any
failure by it to do so may result in the number of Placing Shares that are to
be acquired by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as Panmure Gordon may decide in their sole discretion;
48. in order to ensure compliance with the Regulations, each of Panmure
Gordon (for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to Panmure Gordon or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in respect of
the Placing Shares may be retained at Panmure Gordon' absolute discretion or,
where appropriate, delivery of the Placing Shares to it in uncertificated form
may be delayed at Panmure Gordon' or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a request for
verification of identity Panmure Gordon (for themselves and as agents on
behalf of the Company) or the Company's registrars have not received evidence
satisfactory to them, either Panmure Gordon and/or the Company may, at their
absolute discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
49. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the contract note or through the
electronic trade confirmation will continue notwithstanding any amendment that
may in 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's or Panmure Gordon' conduct of the
Placing;
50. it has relied upon its own examination and due diligence of the Company
and its affiliates taken as a whole, and the terms of the Placing, including
the merits and risks involved;
51. it irrevocably appoints any duly authorised officer of either of
Panmure Gordon as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to acquire upon the terms of this Announcement;
52. the Company, Panmure Gordon and others (including each of their
respective affiliates, agents, directors, officers and employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to each of Panmure Gordon on
its own behalf and on behalf of the Company and are irrevocable;
53. it is acting as principal only in respect of the Placing or, if it is
acquiring the Placing Shares as a fiduciary or agent for one or more investor
accounts, it:
a. is duly authorised to do so and it has full power and authority to make,
and does make, the foregoing representations, warranties, acknowledgements,
agreements and undertakings on behalf of each such accounts; and
b. will remain liable to the Company and Panmure Gordon 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);
54. the Placing Shares will be issued subject to the terms and conditions of
this Appendix; and
55. the terms and conditions contained in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise validly
forms a part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire Placing Shares pursuant to the
Bookbuilding Process and/or the Placing and all non-contractual or other
obligations arising out of or in connection with them, will be governed by and
construed in accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim, dispute or matter
arising out of such contract (including any dispute regarding the existence,
validity or termination or 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 interest chargeable thereon) may be taken by
the Company or Panmure Gordon 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.
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and Panmure Gordon 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Panmure Gordon and
each of their respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and undertakings
given by the Placee (and any person acting on such Placee's behalf) in this
Appendix or incurred by Panmure Gordon, the Company or each of their
respective affiliates, agents, directors, officers or employees arising from
the performance of the Placee's obligations as set out in this Announcement,
and further agrees that the provisions of this Appendix shall survive after
the completion of the Placing.
The rights and remedies of Panmure Gordon and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Panmure Gordon shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and they should notify Panmure
Gordon accordingly. In addition, Placees should note that they will be liable
for any capital duty, stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the United
Kingdom 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 and each Placee,
or the Placee's nominee, in respect of whom (or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Panmure Gordon in the
event that any of the Company and/or Panmure Gordon have incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to each of Panmure Gordon for itself and on behalf
of the Company and are irrevocable and shall not be capable of termination in
any circumstances.
Each Placee and any person acting on behalf of the Placee acknowledges that
neither of Panmure Gordon owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Panmure Gordon may (at their absolute discretion) satisfy their
obligations to procure Placees by themselves agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the Exchange.
When a Placee or person acting on behalf of the Placee is dealing with either
of Panmure Gordon, any money held in an account with either of Panmure Gordon
on behalf of the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the rules and regulations
of the FCA made under the FSMA. The Placee acknowledges that the money will
not be subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant Bookrunner'
money in accordance with the client money rules and will be used by Panmure
Gordon in the course of its own business; and the Placee will rank only as a
general creditor of Panmure Gordon.
Panmure Gordon is authorised and regulated by the FCA in the United Kingdom
and is acting as sole bookrunner exclusively for the Company and no one else
in connection with the Placing and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
Times
Unless the context otherwise requires, all references to time are to London
time. All times and dates in this Announcement may be subject to amendment.
Panmure Gordon will notify Placees and any persons acting on behalf of the
Placees of any changes.
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. END MSCZZGFFMGLGZZGRecent news on Ebiquity
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AnnouncementREG - Ebiquity PLC - Notice of Results
AnnouncementREG - Ebiquity PLC - Directorate Change
AnnouncementREG - Ebiquity PLC - Standard form for notification of major holdings
AnnouncementREG - Ebiquity PLC - Standard form for notification of major holdings
Announcement