REG - Emmerson PLC - Proposed Placing and Subscription
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RNS Number : 4636X Emmerson PLC 20 March 2026
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN
(TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").
20 March 2026
Emmerson plc
("Emmerson" or the "Company")
Proposed Placing and Subscription to raise a minimum of £750,000
and retail offer for up to £100,000
Emmerson Plc (AIM: EML), the Moroccan focused potash development company, is
pleased to announce that it intends to raise a minimum of £750,000 by way of
a Placing to qualified investors ("Placing"), and Subscription by certain
existing shareholders and other investors ("Subscription"), of, in aggregate,
37,500,000 new ordinary shares of no-par value each in the share capital of
the Company ("Ordinary Shares") at a price of 2 pence per share (the "Issue
Price").
In addition, the Company is proposing a retail offer to existing shareholders
for up to 5,000,000 new Ordinary Shares at the Issue Price to raise up to an
additional £100,000 (the "Retail Offer", and together with the Placing and
Subscription, the "Fundraise"). The Retail Offer may be increased by the
board of the Company (the "Board") depending on demand.
Placing and Subscription
The Placing will be conducted through the issue of 35,000,000 new Ordinary
Shares ("Placing Shares") to qualified investors ("Placees") at the Issue
Price. The Placing is being made available to certain qualified investors
but is not available to the public and will be conducted by way of an
accelerated bookbuild ("Bookbuild"), which will open immediately following
release of this announcement in accordance with the terms and conditions set
out in the Appendix. The targeted fundraise amount of the Placing may be
increased depending on demand. The Bookbuild is being managed by VSA Capital
Limited ("VSA Capital") as the Company's broker.
An investor has also indicated the intention to subscribe for 2,500,000 new
Ordinary Shares at the Issue Price amounting to approximately £50,000 (the
"Subscription Shares") as part of the Subscription.
Retail Offer
In addition to the Placing and Subscription, existing shareholders will be
given an opportunity to participate in the Retail Offer by subscribing for new
Ordinary Shares to raise up to £100,000 (before expenses) at the Issue Price,
to provide existing retail shareholders in the Company an opportunity to
participate in the Fundraise. The Retail Offer may be increased by the Board
depending on demand.
Those investors who subscribe for new Ordinary Shares pursuant to the Retail
Offer (the "Retail Shares") will be required do so pursuant to the terms and
conditions of the Retail Offer announcement that will be made in due course.
Reason for the Fundraise
The gross proceeds are expected to amount to approximately £750,000. After
costs, these funds will primarily be used to cover the costs of remediation of
the site of the Mine de Centre (a former salt mine situated in the previously
held licence area in Morocco) and to pay invoices for completed engineering
work and supplementary consultancy work in preparation of the legal case.
The net proceeds of the Fundraise ensures that Emmerson remains in a strong
financial position while navigating the arbitration process and has sufficient
working capital to supplement the drawdown from the litigation funder to
ensure funding in place beyond the anticipated hearing date.
Graham Clarke, Managing Director of Emmerson PLC commented:
"We are pleased with the quantum of the fundraise and the indications of
support offered by our existing and new shareholders. This Fundraising is
expected to strengthen the Company's working capital position while it pursues
the arbitration"
* * ENDS * *
For further information, please visit www.Emmersonplc.com, follow us on
Twitter (@Emmerson_plc), or contact:
Emmerson Plc Tel: +44 (0) 20 7138 3204
Graham Clarke / Hayden Locke
Panmure Liberum Limited (Nominated Advisor and Joint Broker) Tel: +44 (0) 20 3100 2000
Scott Mathieson / Jamie Anderson
VSA Capital Limited (Joint Broker) Tel: +44 (0) 20 3005 5000
Andrew Monk (Corporate Broking)
Andrew Raca / Brian Wong (Corporate Finance)
Notes to Editors
Emmerson is a potash development company focused on the Khemisset Potash
Project in Morocco ("Project"), historically positioned as a low‑cost,
high‑margin, long‑life mine expected to become the first primary potash
producer in Africa. The Project is supported by a large JORC Resource of 537Mt
@ 9.24% K₂O and has been developed with the goal of delivering major
economic benefits to Morocco and supplying the fast‑growing African
fertiliser market, along with European customers. Demand for potash continues
to rise globally due to pressures on global food production.
The Company's updated financial modelling (February 2024) valued Khemisset at
approximately US$2.2 billion with a prospective 40% IRR. In 2024, Emmerson
resubmitted an updated Environmental and Social Impact Assessment ("ESIA")
incorporating its low‑impact Khemisset Multi‑Mineral Process, which
significantly reduces water consumption. However, in October 2024, regulators
rejected the ESIA, leading to a US$21.1 million impairment and prompting the
Company to initiate arbitration proceedings against the Kingdom of Morocco
under the UK-Morocco investment treaty. By early 2026, the arbitration
tribunal was fully constituted with an agreed procedural timetable.
To support arbitration and operations, Emmerson secured US$11 million in
litigation funding and additional capital in late 2024. Emmerson is
simultaneously pursuing legal remedies and exploring alternative commercial
pathways to realise value from its proprietary process technology.
Additional background on the Fundraising
It is expected that the Placing will result in the issue of a minimum of
35,000,000 Placing Shares and the Subscription will result in the issue of
2,500,000 Subscription Shares, in each case at the Issue Price. Together it is
expected that the Placing and the Subscription will raise a minimum of
£750,000 before expenses for the Company.
The Issue Price represents a discount of approximately 2.4 per cent. to the
closing middle market price of 2.05 pence per Ordinary Share on 19 March 2026,
being the latest closing price prior to this Announcement.
Pursuant to a placing agreement dated 19 March 2026 between VSA Capital and
the Company (the "Placing Agreement"), VSA Capital has conditionally agreed,
as agent on behalf of the Company, to use its reasonable endeavours to procure
subscribers for the Placing Shares and Subscription Shares.
The Placing is subject to the terms and conditions set out in the Appendix to
this Announcement. VSA Capital will commence the Bookbuild in respect of the
Placing immediately following the release of this Announcement. The exact
number of Placing Shares and Subscription Shares will be determined at the
close of the Bookbuild and will be announced as soon as practicable
thereafter.
The timing of the closing of the Bookbuild, the number of new Ordinary Shares
to be issued pursuant to the Placing and Subscription and the allocations
among subscribers are at the absolute discretion of VSA Capital, in
consultation with the Company and may be increased depending on demand. A
further announcement confirming the final details of the Placing and
Subscription will be made following the closing of the Bookbuild. VSA
Capital reserves the right to close the Bookbuild without notice. The Placing
and Subscription are being undertaken on a reasonable endeavours basis and are
not being underwritten by VSA Capital or any other person.
The new Ordinary Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with each other and with the existing Ordinary
Shares including, without limitation, the right to receive all dividends and
other distributions declared, made or paid on or after the date of issue.
The Placing, Subscription and Retail Offer are not conditional on the passing
of resolutions at a General Meeting.
Admission to AIM
Application will be made to the London Stock Exchange plc for admission of the
Placing Shares, the Subscription Shares and the Retail Shares to trading on
AIM. Admission is expected to occur on or around 27 March 2026.
The times and dates set out throughout this Announcement may be adjusted by
the Company in which event the Company will make an appropriate announcement
to a Regulatory Information Service giving details of any revised times and
dates which will also be notified to the London Stock Exchange and, where
appropriate, shareholders of the Company. Shareholders of the Company may not
receive any further written communication.
References to times in this Announcement are to the time in London, UK unless
otherwise stated.
IMPORTANT NOTICES
Notice to Distributors
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States of America and the district of
Columbia (collectively, the "United States")). This Announcement is not an
offer of securities for sale into the United States. The securities referred
to herein have not been and will not be registered under the U.S. Securities
Act of 1933, as amended. No public offering of securities is being made in
the United States.
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 Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares and Subscription Shares have been subject to a product approval
process, which has determined that the Placing Shares and Subscription 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 chapter 3 of the FCA Handbook Conduct of
Business Sourcebook ("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 and Subscription 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 or Subscription 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 and the Subscription. Furthermore, it is noted that, notwithstanding
the UK Target Market Assessment, VSA Capital and H&P 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 chapters 9A or 10A respectively of the COBS; 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 Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the European
Parliament, as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors who do not need a guaranteed income or capital protection 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"). The Ordinary Shares are not appropriate for
a target market of investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital projection,
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 and Subscription. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, VSA Capital and H&P will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of 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 Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
shares and determining appropriate distribution channels.
Forward Looking Statements
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Directors' beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this Announcement.
Notice to overseas persons
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any jurisdiction into which the publication or
distribution would be unlawful. 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 or acquire shares in the capital of the Company in
Australia, Canada, Japan, the Republic of South Africa or any jurisdiction
in which such offer or solicitation would be unlawful or require preparation
of any prospectus or other offer documentation or would be unlawful prior to
registration, exemption from registration or qualification under the
securities laws of any such jurisdiction. Persons into whose possession this
Announcement comes are required by the Company to inform themselves about, and
to observe, such restrictions.
General
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) or any previous Announcement made by the Company is
incorporated into, or forms part of, this announcement.
This Announcement has been issued by, and is the sole responsibility of, the
Company.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Emmerson and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
Emmerson for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this announcement.
Neither Panmure Liberum nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Panmure Liberum in connection with this announcement, any statement contained
herein or otherwise.
VSA Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Broker to the Company in connection with the Placing and
the Subscription. VSA Capital will not be responsible to any person other than
the Company for providing the protections afforded to clients of VSA Capital
or for providing advice to any other person in connection with the Placing,
the Subscription or any other acquisition of shares in the Company. VSA
Capital is not making any representation or warranty, express or implied, as
to the contents of this Announcement. VSA Capital has not authorised the
contents of, or any part of, this Announcement, and no liability whatsoever is
accepted by VSA Capital for the accuracy of any information, or opinions
contained in this Announcement or for the omission of any material
information, save that nothing shall limit the liability of VSA Capital for
its own fraud.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that the 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.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing, Subscription or
the Retail Offer. Each investor or prospective investor should conduct his,
her or its own investigation, analysis and evaluation of the business and data
described in this Announcement and publicly available information.
The new Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.
The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Bookbuild, each person who is invited to and
who chooses to participate in the Placing by making or accepting an oral
and/or written legally binding offer to subscribe for Placing Shares will
be deemed to have read and understood this Announcement (including the
Appendix ) in its entirety, to be making or accepting such offer on the terms
and subject to the conditions of the Placing set out in this Announcement
and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in the Appendix.
The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING AND BOOKBUILD
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 THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED TO: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE "QUALIFIED
INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
(REGULATION (EU) 2017/1129) (THE "EU PROSPECTUS REGULATION") ("QUALIFIED
INVESTORS"), (B) PERSONS IN THE UNITED KINGDOM WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION
OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER");
OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (EACH SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL
PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON
THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT
ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT
PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR
RELY ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING
OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND
THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such prospectus is required (in accordance with either
the EU Prospectus Regulation or POATR) to be published. All offers of the
Placing Shares will be made pursuant to an exemption under the EU Prospectus
Regulation, (the "POATR"), as applicable, from the requirement to produce a
prospectus. This Announcement is being distributed and communicated to persons
in the United Kingdom only in circumstances in which section 21(1) of FSMA
does not apply.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Australia,
Canada, Japan or the Republic of South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be unlawful.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement (or any part of it) should seek appropriate advice before taking
any action.
This Announcement should be read in its entirety. In particular, any
prospective subscriber for Placing Shares (a "Placee") should read and
understand the information provided in the "Important Notices" section of this
Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained in this Announcement (including this Appendix) and to be
providing the representations, warranties, undertakings, agreements,
acknowledgements and indemnities contained in this Announcement.
Save where defined in this Appendix, capitalised terms shall have the same
meaning as those given in the Announcement.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges to the Company, Panmure Liberum and VSA Capital Limited that
(amongst other things):
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 (each a "Relevant State") who acquires any Placing Shares pursuant to
the Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation:
2.2.1 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 Liberum and VSA Capital
has been given to the offer or resale; or
2.2.2 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 as
having been made to such persons;
3. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, undertakings, agreements,
acknowledgements and indemnities contained in this Announcement;
4. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement; and
5. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 5 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, Panmure Liberum and VSA Capital will rely upon the truth and
accuracy of the representations, warranties, undertakings, agreements and
acknowledgements set out in this Appendix. Each Placee hereby agrees with
Panmure Liberum, VSA Capital and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing Shares will be
allotted and issued. A Placee shall, without limitation, become so bound if
Panmure Liberum or VSA Capital confirms (orally or in writing) 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 UK's
Financial Conduct Authority ("FCA") in relation to the Placing or the Placing
Shares and Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based on the
information contained in this Announcement and the announcement of the results
of the Placing ("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 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 (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Panmure Liberum, VSA Capital or the Company
or any other person and none of Panmure Liberum, VSA Capital, the Company nor
any other person acting on such person's behalf nor any of their respective
affiliates has or shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement (regardless of whether or not such
information, representation, warranty or statement was given or made by or on
behalf of any such persons). 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,
financial, tax or business advice. Each Placee should consult its own legal
advisor, tax advisor, financial advisor and business advisor for legal, tax,
financial and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
VSA Capital Limited ("VSA Capital") and the Company have entered into a
placing agreement (the "Placing Agreement") under which VSA Capital has, on
the terms and subject to the conditions set out therein, undertaken to use its
reasonable endeavours to procure subscribers for the Placing Shares at the
Placing Price. The Placing is not being underwritten by VSA Capital or any
other person.
The number of the Placing Shares will be determined following completion of
the Placing. The timing of the closing of the Placing and the number and
allocation of Placing Shares to Placees are at the discretion of VSA Capital,
following consultation with the Company. Allocations will be confirmed orally
or by email by VSA Capital following the close of the Placing. A further
announcement confirming these details will then be made as soon as practicable
following completion of the Placing.
The price per Ordinary Share at which the Placing Shares are to be placed is 2
pence (the "Placing Price"). The timing of the closing of the book and
allocations are at the discretion of VSA Capital, in consultation with the
Company.
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid up and will be issued subject to the Articles of
Association of the Company and rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the Ordinary
Shares after the date of issue of the Placing Shares, and will on issue be
free of all pre-emption rights, claims, liens, charges, encumbrances and
equities.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange plc for admission of the
Placing Shares to trading on AIM. It is expected that settlement of the
Placing Shares and Admission will become effective at 8.00 a.m. on 27 March
2026 and that dealings in the Placing Shares will commence at that time.
Bookbuild Placing
VSA Capital will today commence the accelerated bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
VSA Capital and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. VSA Capital is acting as agent for and on behalf of
the Company, on the terms and subject to the conditions of the Placing
Agreement. Panmure Liberium is acting as nominated adviser to the Company in
connection with the Placing and Admission. Each of Panmure Liberum and VSA
Capital are authorised and regulated entities in the United Kingdom by the FCA
and are acting exclusively for the Company and no one else in connection with
the matters referred to in this Announcement and will not be responsible to
anyone other than the Company in relation to the matters described in this
Announcement.
2. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited to participate by VSA
Capital. VSA Capital may itself agree to be a Placee in respect of all or some
of the Placing Shares or may nominate any member of its group to do so.
3. The Bookbuild, if successful, will establish the
number of Placing Shares to be issued, which will be determined by VSA
Capital, in consultation with the Company, following completion of the
Placing. The results of the Placing, including the number of Placing Shares
and the Placing Price, will be announced on a Regulatory Information Service
following completion of the Placing.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their usual sales
contact at VSA Capital. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Placing Price.
Bids may be scaled down by VSA Capital on the basis referred to in paragraph 6
below. VSA Capital 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 VSA
Capital's absolute discretion, subject to agreement with the Company.
5. The Bookbuild is expected to close at or around 7.30
a.m. on 20 March 2026 but may be closed earlier or later at the discretion of
VSA Capital. VSA Capital may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed. The Company reserves the right
(upon the prior agreement of VSA Capital) to vary the number of shares to be
issued pursuant to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares to Placees will be
determined by VSA Capital, following consultation with the Company. Each
Placee's allocation will be confirmed to Placees orally, or by email, by VSA
Capital following the close of the Placing and a trade confirmation or
contract note will be dispatched as soon as possible thereafter. Oral or
emailed confirmation from VSA Capital will give rise to an irrevocable,
legally binding commitment by that person (who at that point becomes a
Placee), in favour of VSA Capital and the Company, under which it agrees to
acquire by subscription the number of Placing Shares allocated to it at the
Placing Price and otherwise on the terms and subject to the conditions set out
in this Appendix and in accordance with the Company's articles of association.
Except with VSA Capital's consent, such commitment will not be capable of
variation or revocation. VSA Capital may choose to accept bids, either in
whole or in part, on the basis of allocations determined at their absolute
discretion, in consultation with the Company, and may scale down any bids for
this purpose on such basis as it may determine. VSA Capital may also,
notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the
Company, allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time or allocate Placing Shares after
the Bookbuild has closed to any person submitting a bid after that time.
7. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for/purchased pursuant to the Placing will be required
to be made at the same time, on the basis explained below under "Registration
and Settlement".
8. All obligations under the Bookbuild and the 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 on the basis referred to below under "Right to terminate
under the Placing Agreement".
9. By participating in the Placing, 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.
10. To the fullest extent permissible by law, none of
Panmure Liberum, VSA Capital, the Company nor any of their respective
affiliates, agents, directors, officers, employees or advisers 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 Liberum,
VSA Capital, the Company, nor any of their respective affiliates, agents,
directors, officers, employees or advisers shall have any responsibility or
liability (including to the extent permissible by law, any fiduciary duties)
in respect of the conduct of the Placing or of such alternative method of
effecting the Placing as VSA Capital and the Company may agree.
11. 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 in this Appendix 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 VSA
Capital's conduct of the Placing.
Conditions of the Placing
The Placing is conditional, amongst others, upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. VSA Capital's obligations under the Placing Agreement are conditional
on customary conditions, (the "Conditions"), including (amongst others):
1. Admission occurring no later than 8.00 a.m. on 27
March 2026 (or such later time or date as VSA Capital may otherwise agree with
the Company, being no later than 8.00 a.m. on 2 April 2026);
2. the Placing Agreement not having been terminated in
accordance with its terms.
VSA Capital may, at its discretion and upon such terms as it may think fit,
waive compliance by the Company with the whole or any part of any of its
obligations in relation to the Conditions or extend the time or date provided
for fulfilment of any such Conditions in respect of all or any part of the
performance thereof, save in respect of Conditions relating to Admission. Any
such extension or waiver will not affect Placees' commitments as set out in
this Appendix.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
VSA Capital by the relevant time or date specified (or such later time or date
as VSA Capital may agree with the Company, being no later than 8.00 a.m. on 27
March 2026; or (ii) the Placing Agreement is terminated in the circumstances
specified below under "Right to terminate under the Placing Agreement", the
Placing will not proceed and the Placees' rights and obligations hereunder in
relation to any Tranche of the Placing Shares that has not been
unconditionally issued at such time shall cease and terminate at such time and
each Placee agrees that no claim can be made by it or on its behalf (or any
person on whose behalf the Placee is acting) in respect thereof.
Neither VSA Capital, nor the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the satisfaction of
any Condition or in respect of the Placing generally, and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of VSA Capital.
Right to terminate under the Placing Agreement
VSA Capital is entitled, at any time before Admission becomes effective, to
terminate the Placing Agreement in accordance with its terms in certain
circumstances including (amongst other things):
1. any of the warranties given by the Company under the
Placing Agreement has ceased or is likely to cease to be true and accurate or
has become or is likely to become misleading;
2. the occurrence of certain material adverse changes or
significant events;
3. the occurrence of certain events of force majeure,
which, in each case, VSA Capital (acting in good faith) considers is or would
likely be material and prejudicial to the Placing.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (a) the exercise by
VSA Capital of any right of termination or of any other discretion under the
Placing Agreement shall be within the absolute discretion of VSA Capital and
that they need not make any reference to, or consult with, Placees and that
they shall have no liability to Placees whatsoever in connection with any such
exercise or failure to so exercise, and (b) its rights and obligations
terminate only in the circumstances described above under "Right to terminate
under the Placing Agreement" and "Conditions of the Placing", and its
participation will not be capable of rescission or termination by it after
oral confirmation by VSA Capital of the allocation and commitments following
the close of the Bookbuild.
Restriction on Further Issue of Shares
Under the terms of the Placing Agreement, the Company has undertaken to VSA
Capital that it will not, until the date falling 90 days from the date of
Admission, other than pursuant to the Placing, Subscription and Retail
Offer, issue, sell, offer, contract to sell, pledge, grant any option to
purchase or otherwise dispose of any shares or other securities or otherwise
dispose of (including any sale or transfer or any disposition whatsoever,
including an agreement to effect any of the foregoing or the creation of any
option or charge which could lead to any of the foregoing) any Ordinary Shares
or other securities of the Company or any other member of its group (or any
interest therein or in respect thereof) or any other securities exchangeable
for, or convertible into, or substantially similar to, Ordinary Shares or any
share in any other member of the Company's group, or enter into any
transaction having substantially the same effect or agree to do any of the
foregoing, other than with the prior written consent of VSA Capital.
By participating in the Placing, Placees agree that the exercise by VSA
Capital 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 VSA Capital and that VSA Capital need not make any reference to,
or consult with, Placees and that VSA Capital 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 following Admission will take
place within the computerised settlement system to facilitate transfer of the
title to an interest in securities in uncertificated form operated by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. VSA Capital reserves the right to require settlement for, and
delivery of, the Placing Shares (or any part thereof) to Placees by such other
means that they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system 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 trade confirmation stating the number of
Placing Shares allocated to them at the Placing Price, the aggregate amount
owed by such Placee to VSA Capital for the Placing Shares allocated and
settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions in respect of the
Placing Shares that it has in place with VSA Capital.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by VSA Capital as agent for the Company and VSA
Capital will enter its delivery instruction into the CREST system. The input
to CREST by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the Placing Shares will take
place on 27 March 2026 on a delivery versus payment basis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, VSA Capital may sell any or all of the Placing Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for the
VSA Capital's account and benefit, an amount equal to the aggregate amount
owed by that Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by it and will
be required to bear any stamp duty or stamp duty reserve tax ("SDRT") or other
taxes or duties (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or SDRT. If
there are any circumstances in which any stamp duty or SDRT 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 SDRT is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither VSA Capital nor the Company
shall be responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each 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 Liberum (in its capacity
as nominated adviser to the Company) and VSA Capital (in its capacity as
placing agent of the Company in respect of the Placing) 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
(including this Appendix) in its entirety and its subscription for Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained in this Announcement and 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 the Placing, the
Company, the Placing Shares or otherwise other than the information contained
in the Placing Documents and the Publicly Available Information;
2. 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 and EU Market Abuse
Regulation (EU/596/2014) as it forms part of UK domestic law by virtue of the
European (Withdrawal) Act 2018 (as amended) ("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;
3. to be bound by the terms of the Articles of
Association of the Company;
4. the person whom it specifies for registration as
holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither VSA Capital nor the Company will be responsible for any
liability to stamp duty or SDRT or other similar taxes or duties imposed in
any jurisdiction (including interest and penalties relating thereto)
("Indemnified Taxes"). Each Placee and any person acting on behalf of such
Placee agrees to indemnify VSA Capital and the Company on an after-tax basis
in respect of any Indemnified Taxes;
5. Panmure Liberium and VSA Capital, and any of their
respective affiliates, agents, directors, officers and employees do not accept
any responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person in connection with the Placing;
6. time is of the essence as regards its obligations
under this Appendix;
7. any document that is to be sent to it in connection
with the Placing will be sent at its risk and may be sent to it at any address
provided by it to VSA Capital;
8. 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;
9. 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, POATR or other applicable law; and (b) has
been or will be prepared in connection with the Placing;
10. in connection with the Placing, Panmure Liberium, VSA
Capital and any of their respective affiliates acting as an investor for its
own account may subscribe for Placing Shares and in that capacity may retain,
purchase or sell for its own account such Placing Shares and any securities of
the Company or related investments and may offer or sell such securities or
other investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued, offered or
placed should be read as including any issue, offering or placement of such
shares to the Panmure Liberium or VSA Capital or any of their respective
affiliates acting in such capacity;
11. Panmure Liberium and VSA Capital and their respective
affiliates may enter into financing arrangements and swaps with investors in
connection with which either Panmure Liberium and VSA Capital and any of their
respective affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares;
12. Panmure Liberium and VSA Capital do not intend to
disclose the extent of any investment or transactions referred to in
paragraphs 10 and 11 above otherwise than in accordance with any legal or
regulatory obligation to do so;
13. VSA Capital does not owe any fiduciary or other duties
to any Placee in respect of any discretions, obligations, representations,
warranties, undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it
is not and will not be a client of either Panmure Liberium or VSA Capital in
connection with its participation in the Placing and that neither Panmure
Liberium nor VSA Capital has any duties or responsibilities to it for
providing the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any discretions,
obligations, 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;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company (and such other persons specifically identified
as accepting responsibility to certain parts thereto (if any)) and neither
Panmure Liberium or VSA Capital nor any of their respective affiliates agents,
directors, officers or employees nor any person acting on behalf of any of
them is responsible for or has or shall have any responsibility or liability
for any information, representation or statement contained in, or omission
from, the Placing Documents, the Publicly Available Information or otherwise
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 the Placing Documents, the Publicly Available Information or
otherwise, provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such person;
16. 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 16),
such information being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other
information given, or representations, warranties or statements, express or
implied, made, by Panmure Liberium, VSA Capital, the Company or 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 Bookbuild) 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;
18. none of Panmure Liberium, VSA Capital, the Company nor
any of their respective affiliates, agents, directors, officers or employees
or any person acting on behalf of any of them has provided, nor will provide,
it with any material or information regarding the Placing Shares or the
Company or any other person other than the information in the Placing
Documents or the Publicly Available Information; nor has it requested of
Panmure Liberium, VSA Capital or the Company or any of their respective
affiliates or any person acting on behalf of any of them to provide it with
any such material or information;
19. none of Panmure Liberium, VSA Capital 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;
20. it may not rely, and has not relied, on any
investigation that either Panmure Liberium and VSA Capital, any of their
respective affiliates or any person acting on its behalf, may have conducted
with respect to the Placing Shares, the terms of the Placing or the Company,
and no such persons has made any representation, express or implied, with
respect to the Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing Documents, the
Publicly Available Information or any other information;
21. in making any decision to subscribe for Placing Shares
it:
21.1 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;
21.2 will not look to either Panmure Liberium or VSA Capital for
all or any part of any such loss it may suffer;
21.3 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;
21.4 is able to sustain a complete loss of an investment in the
Placing Shares;
21.5 has no need for liquidity with respect to its investment in
the Placing Shares;
21.6 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
21.7 has conducted its own due diligence, examination,
investigation and assessment of the Company and its 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;
22. 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,
confirmations, undertakings, representations, warranties and agreements
contained in this Appendix;
23. it is acting as principal only in respect of the Placing
or, if it is acting for any other person, it is:
23.1 duly authorised to do so and has full power to make the
acknowledgments, representations and agreements in this Announcement on behalf
of each such person; and
23.2 will remain liable to the Company and/or VSA Capital for
the performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
24. 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 either of Panmure Liberium, VSA Capital or the
Company or any of their respective affiliates and its and their directors,
officers, agents, employees or advisers acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the Placing;
25. 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;
26. it irrevocably appoints any duly authorised officer of
VSA Capital 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;
27. the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the Restricted Jurisdictions, or any state, province, territory or
jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or
delivered, directly or indirectly, in or into the Restricted Jurisdictions or
any jurisdiction (subject to certain exceptions) in which it would be unlawful
to do so and no action has been or will be taken by any of the Company or
either of Panmure Liberium and VSA Capital or any person acting on behalf of
the Company or either of Panmure Liberium and VSA Capital that would, or is
intended to, permit a public offer of the Placing Shares in the Restricted
Jurisdictions or any country or jurisdiction, or any state, province,
territory or jurisdiction thereof, where any such action for that purpose is
required;
29. no action has been or will be taken by any of the
Company, Panmure Liberium, VSA Capital or any person acting on behalf of the
Company, Panmure Liberium ror VSA Capital 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;
30. unless otherwise specifically agreed with VSA Capital,
it is not and at the time the Placing Shares are subscribed for, neither it
nor the beneficial owner of the Placing Shares will be, a resident of, nor
have an address in, a Restricted Jurisdiction;
31. it may be asked to disclose in writing or orally to VSA
Capital:
31.1 if he or she is an individual, his or her nationality; or
31.2 if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it is, and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are subscribed for 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 US Securities Act of 1933, as amended ("US Securities Act");
33. 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;
34. it understands that there may be certain consequences
under United States and other tax laws resulting from an investment in the
Placing and it has made such investigation and has consulted its own
independent advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
35. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign investment company
("PFIC") for US federal income tax purposes for the current year, or whether
it is likely to be so treated for future years and the Company, Panmure
Liberium and VSA Capital makes no representation or warranty with respect to
the same. Accordingly, the Company, Panmure Liberium and VSA Capital cannot
provide any advice to United States investors as to whether the Company is or
is not a PFIC for the current tax year, or whether it will be in future tax
years. Accordingly, none of Company, Panmure Liberium and VSA Capital
undertakes to provide to United States investors or shareholders any
information necessary or desirable to facilitate their filing of annual
information returns, and United States investors and shareholders should not
assume that this information will be made available to them;
36. if it is within a Relevant State, it is a Qualified
Investor as defined in Article 2(e) of the EU Prospectus Regulation;
37. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
38. if in the United Kingdom, that it is a person (a) having
professional experience in matters relating to investments who falls within
the definition of "investment professionals" in Article 19(5) of the Order or
(b) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (c) to whom it may
otherwise lawfully be communicated;
39. if in the United Kingdom, unless otherwise agreed by VSA
Capital, 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;
40. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, 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 section
85(1) of FSMA;
41. it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of FSMA) relating to the Placing Shares in circumstances in which section
21(1) of FSMA does not require approval of the communication by an authorised
person and it acknowledges and agrees that the Placing Documents have not and
will not have been approved by Panmure Liberium or VSA Capital in its capacity
as an authorised person under section 21 of the FSMA and it may not therefore
be subject to the controls which would apply if it was made or approved as a
financial promotion by an authorised person;
42. it has complied and 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 applicable provisions in FSMA and MAR) in
respect of anything done in, from or otherwise involving, the United Kingdom);
43. if it is a pension fund or investment company, its
subscription for/purchase of Placing Shares is in full compliance with
applicable laws and regulations;
44. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR, the EU Market Abuse
Regulation 596/2014 and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Anti-Terrorism Crime and
Security Act 2001, the Terrorism Act 2000, the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
45. in order to ensure compliance with the Regulations, each
of Company, Panmure Liberium and VSA Capital (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 VSA
Capital or the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be retained at
VSA Capital's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at VSA Capital or
the Company's registrars', as the case may be, absolute discretion. If within
a reasonable time after a request for verification of identify VSA Capital
(for itself and as agent on behalf of the Company) or the Company's registrars
have not received evidence satisfactory to them, VSA Capital and/or the
Company may, at its 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;
46. 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 SDRT liability under (or at a rate determined
under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
47. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to subscribe
and acknowledges and agrees that it will make payment in respect of the
Placing Shares allocated to it in accordance with this Appendix on the due
time and date set out in this Announcement, failing which the relevant Placing
Shares may be placed with other subscribers or sold as VSA Capital may in its
sole discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Placing Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty, SDRT or
other taxes or duties (together with any interest, fines or penalties) imposed
in any jurisdiction which may arise upon the sale of such Placee's Placing
Shares;
48. any money held in an account with VSA Capital on behalf
of the Placee and/or any person acting 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 relevant rules and regulations of the FCA made under
FSMA. Each 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 VSA Capital's money in accordance with the client
money rules and will be held by it under a banking relationship and not as
trustee;
49. 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 VSA Capital or the Company may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
50. neither VSA Capital nor any of its respective
affiliates, nor any person acting on behalf of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and neither
Panmure Liberium or VSA Capital are acting for it or its clients, and neither
Panmure Liberium nor VSA Capital will not be responsible for providing the
protections afforded to clients or customers of Panmure Liberium or VSA
Capital or for providing advice in respect of the transactions described in
this Announcement;
51. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the trade
confirmation, contract note or other (oral or written) 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 VSA Capital's conduct of the Placing;
52. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation
to the Company and its securities in advance of the Placing, it confirms that
it has received such information within the market soundings regime provided
for in article 11 of MAR and associated delegated regulations and it has not:
52.1 used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto or cancel
or amend an order concerning the Company's securities or any such financial
instruments;
52.2 used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the Company or
financial instruments related thereto or to cancel or amend an order
concerning the Company's securities or such financial instruments; or
52.3 disclosed such information to any person, prior to the
information being made publicly available;
53. the rights and remedies of the Company, Panmure Liberium
and VSA Capital under the terms and conditions in this Appendix are in
addition to any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not prevent the
exercise of others; and
54. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in accordance with
the laws of England and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non- contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company, Panmure Liberum or VSA Capital in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
as Panmure Liberium and VSA Capital and are irrevocable. Each of Panmure
Liberium, VSA Capital and the Company and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing representations,
warranties, confirmations, acknowledgements, agreements and undertakings.
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company, Panmure Liberium and VSA Capital 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 in this
Announcement.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, each of Panmure Liberium and VSA Capital and 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 Liberium, VSA Capital, the Company or any of
their respective affiliates, agents, directors, officers or employees arising
from the performance of that Placees' obligations as set out in this
Announcement, and further agrees that the provisions of this Appendix shall
survive after completion of the Placing.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents 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. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
Taxation
The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and SDRT relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question.
There should be no liability to stamp duty or SDRT arising on the allotment of
the Placing Shares by the Company. The registration of and the issue of
definitive share certificates to Placees should not give rise to any liability
to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the transfers/sale
of Ordinary Shares on AIM (including instruments transferring Shares and
agreements to transfer Ordinary Shares).
Such statements assume that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealings in the Placing
Shares, stamp duty or SDRT or other similar taxes or duties may be payable,
for which neither the Company nor either of Panmure Liberum or VSA Capital
will be responsible and the Placees shall indemnify the Company and each of
Panmure Liberum and VSA Capital on an after-tax basis for any stamp duty or
SDRT or other similar taxes or duties (together with interest, fines and
penalties) in any jurisdiction paid by the Company or either of Panmure
Liberum or VSA Capital in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify Panmure
Liberum and VSA Capital accordingly. Placees are advised to consult with their
own advisers regarding the tax aspects of the subscription for Placing Shares.
The Company and each of Panmure Liberum and VSA Capital are not liable to bear
any taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than under the
laws of any country in the EEA. Each prospective Placee should, therefore,
take its own advice as to whether any such tax liability arises and notify the
Panmure Liberum, VSA Capital and the Company accordingly. Furthermore, each
prospective Placee agrees to indemnify on an after-tax basis and hold either
of Panmure Liberum or VSA Capital and/or the Company and their respective
affiliates harmless from any and all interest, fines or penalties in relation
to stamp duty, SDRT and all other similar duties or taxes in any jurisdiction
to the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
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