REG - EnSilica PLC - Proposed equity fundraising via ABB
23/05/2024 17:00
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RNS Number : 7270P EnSilica PLC 23 May 2024
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES 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 APPENDIX I WHICH CONTAINS THE
TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.
23 May 2024
EnSilica plc
("EnSilica", the "Company" or the "Group")
Proposed equity fundraising to raise a minimum of £4.3 million
and retail offer for up to £0.3 million
Fundraising to provide additional working capital to finance growth in supply
revenues, investment in technology and engineering staff, and strengthen the
Company's balance sheet
EnSilica (AIM: ENSI), a leading chip maker of mixed signal ASICs (Application
Specific Integrated Circuits), today announces its intention to conduct a
fundraising to raise gross proceeds of at least £4.3 million through (i) a
placing (the "Placing") of a minimum of 8,644,642 new ordinary shares
("Placing Shares") of 0.1p each in the capital of the Company ("Ordinary
Shares") to new and existing institutional investors ("Placees") at an issue
price of 45 pence per new Ordinary Share (the "Issue Price") and (ii) a
subscription of 910,913 new Ordinary Shares ("Subscription Shares") at the
Issue Price (the "Subscription"). In addition, the Company is proposing a
retail offer to existing shareholders for up to 666,666 new Ordinary Shares at
the Issue Price to raise up to an additional £0.3 million.
The Placing is being made available to certain institutional 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
Appendix I.
Fundraising summary:
· EnSilica is conducting a conditional Placing and Subscription to
raise a minimum of £4.3 million (before expenses) through the proposed issue
of a minimum of 9,555,555 new Ordinary Shares at 45p per share.
· Certain directors of the Company intend conditionally to subscribe
for 49,111 new Ordinary Shares, representing approximately £22,100 in
aggregate.
· The net proceeds of the Placing and the Subscription, which are
expected to amount to at least £4.0 million, will provide the Company with
additional working capital to finance growth in supply revenues, investment in
technology and engineering staff, and strengthening the Company's balance
sheet.
· Allenby Capital Limited ("Allenby Capital") is acting as Joint Broker
and bookrunner in respect of the Placing and Singer Capital Markets Securities
Limited ("Singer Capital Markets") is acting as Joint Broker and lead
bookrunner in respect of the Placing (together, the "Bookrunners").
· The final number and allocation of the Placing Shares will be
determined by the Bookrunners in consultation with the Company and the result
of the Placing will be announced as soon as practical after the release of
this Announcement.
Due to limits on the existing share authorities available to issue new
Ordinary Shares, the Placing will be conducted in two tranches, as follows:
· a placing of 7,512,857 Placing Shares (the "First Placing Shares") at
the Issue Price to be issued pursuant to the Company's existing authorities to
issue and allot equity securities on a non-pre-emptive basis, granted at the
general meeting of the Company on 18 March 2024 (the "First Placing"); and
· a conditional placing of a minimum of 1,131,785 Placing Shares (the
"Second Placing Shares") at the Issue Price to be issued conditional on the
passing of the Resolutions at the General Meeting (as described further below)
(the "Second Placing").
The Subscription, which will complete at the same time as the First Placing,
will include certain directors of the Company as well as a new institutional
investor.
WRAP Retail Offer
In addition to the Placing and the Subscription, the Company announces that
there will be a separate conditional retail offer to existing shareholders via
the Winterflood Retail Access Platform ("WRAP") to raise up to £0.3 million
(before expenses) at the Issue Price (the "WRAP Retail Offer", and together
with the Placing and the Subscription, the "Fundraising"). This is to provide
existing UK retail shareholders in the Company an opportunity to participate
in the Fundraising.
Those investors who subscribe for new Ordinary Shares pursuant to the WRAP
Retail Offer (the "WRAP Retail Offer Shares") will do so pursuant to the terms
and conditions of the WRAP Retail Offer contained in a separate announcement
to be released by the Company, and the WRAP Retail Offer Shares will form part
of the second tranche of the Fundraising, and therefore their issue will be
conditional inter alia upon the passing of the Resolutions at the General
Meeting (as described further below). The WRAP Retail Offer is subject to a
minimum subscription of £100 per investor and will be open only to existing
shareholders of the Company within the United Kingdom. The WRAP Retail Offer
will be conditional on completion of the Placing and Subscription. A separate
announcement will be made by the Company regarding the WRAP Retail Offer and
its terms.
Details of the Fundraising and the background to and rationale for it are set
out further below.
The terms and conditions of the Bookbuild are set out in Appendix I at the end
of this Announcement.
For further information please contact:
EnSilica plc Via Vigo Consulting
Ian Lankshear, Chief Executive Officer +44 (0)20 7390 0233
www.ensilica.com (http://www.ensilica.com/)
Allenby Capital Limited, Nominated Adviser & Joint Broker +44 (0)20 3002 2073
Joscelin Pinnington / Tony Quirke (Sales & Corporate Broking) info@allenbycapital.com (mailto:info@allenbycapital.com)
Jeremy Porter / Vivek Bhardwaj (Corporate Finance)
Singer Capital Markets, Joint Broker
Rick Thompson / Asha Chotai +44 (0)20 7496 3000
Vigo Consulting (Investor & Financial Public Relations) +44 (0)20 7390 0233 ensilica@vigoconsulting.com
(mailto:visum@vigoconsulting.com)
Jeremy Garcia / Kendall Hill / Anna Stacey
About EnSilica
EnSilica is a leading fabless design house focused on custom ASIC design and
supply for OEMs and system houses, as well as IC design services for companies
with their own design teams. The company has world-class expertise in
supplying custom RF, mmWave, mixed signal and digital ICs to its international
customers in the automotive, industrial, healthcare and communications
markets. The company also offers a broad portfolio of core IP covering
cryptography, radar, and communications systems. EnSilica has a track record
in delivering high quality solutions to demanding industry standards. The
company is headquartered near Oxford, UK and has design centres across the UK
and in India and Brazil.
This Announcement should be read in its entirety. Attention is drawn to the
section of this Announcement headed 'Important Notices' and the terms and
conditions of the Placing (representing important information for invited
Placees only) in Appendix I to this Announcement.
This Announcement is made in accordance with the Company's obligations under
Article 17 of UK MAR and the person responsible for arranging for the release
of this Announcement on behalf of EnSilica is Ian Lankshear, Chief Executive
Officer.
Background to the Fundraising and use of proceeds
On 14 May 2024, the Company issued a pre-close trading update for the year
ending 31 May 2024 ("FY24"), where the board of directors of EnSilica (the
"Board" or the "Directors") announced that EnSilica delivered a strong
performance for FY24 and expects to report (subject to audit) record revenues
of approximately £25.0 million for FY24 (2023: £20.5 million), profit after
tax of approximately £1.9 million (2023: £1.8 million) and EBITDA of
approximately £1.8 million (2023: £1.6 million). This record performance has
been primarily driven by EnSilica's continued new business momentum, the
execution of significant contracts with key customers and a maturing of the
supply business model.
However, during the second half of FY24 the mix of business changed reflecting
the slower economy and the impact that had on the start of new supply
contracts which are now expected to begin in the first quarter of the
financial year ending 31 May 2025 ("FY25"). This change in sales mix led to a
reduced margin overall although the Board is confident that this will not
persist into FY25.
EnSilica continues to experience high rates of activity and strong demand for
its services, though the Company has seen a longer gestation period for
investment decisions from customers in the second half of FY24.
EnSilica's current sales pipeline of opportunities and potential contracts is
in excess of an estimated US$500 million of lifetime revenues. Similarly, the
Board is pleased to report that for FY25, annualised recurring revenue ("ARR")
is anticipated to be in the region of £8 million, demonstrating the maturity
of EnSilica's business.
With the continued business momentum across EnSilica's design and supply
offering across its traditional verticals, intellectual property ("IP") is
increasingly playing a key role in the Company's long-term growth strategy and
differentiation. In this regard, EnSilica intends to further develop
EnSilica's existing IP portfolio through customer driven requirements,
focusing on reusing the Company's IP as well as adding to its IP portfolio to
address analogue sensing and cryptography communications applications. The
Board believes that a strong IP portfolio will contribute to EnSilica being
the go-to design house in EnSilica's selected verticals.
Traction in the strategy outlined above can be demonstrated through EnSilica
having developed additional cybersecurity IP and licensed it to a leading
global networking chip manufacturer. The IP addresses cybersecurity threats
associated with maintaining data confidentiality when under attack from
quantum computers. While the increased attention to cybersecurity is an
attractive growth opportunity for EnSilica, as this drives the re-design of
many ASICs, this is an area that is also a threat to customers. In particular,
major customers are now increasingly seeking adherence to higher standards of
cyber and data security compliance by their strategic suppliers. In
recognition of this, EnSilica has invested in additional systems to meet the
increasing demands associated with high levels of cybersecurity compliance.
Against this background, and to enable EnSilica to continue to position itself
as the go-to ASIC partner in the global market and attract mandates at the
highest levels, the Company has proposed the Fundraising to strengthen its
balance sheet and provide additional working capital, in order for the Company
to:
(i) finance recent growth in the Company's supply
revenue and prospective revenue, including increasing the Company's inventory
levels;
(ii) increase investment in EnSilica's cybersecurity
disaster plan technology, thereby enabling EnSilica to strengthen its offering
to customers within this vertical; and
(iii) increase investment in engineering staff to further
enhance the Company's design capabilities.
As stated in the Company's interim results, the Board continues to consider
and evaluate additional debt opportunities to further strengthen the Company's
balance sheet, as appropriate.
Further details of the Placing and the Subscription
It is expected that the Placing will result in the issue of a minimum of
8,644,642 new Ordinary Shares and the Subscription will result in the issue
of 910,913 new Ordinary Shares, in each case at the Issue Price. Together the
Placing and the Subscription will conditionally raise a minimum of £4.3
million before expenses for the Company. The Placing and the Subscription
Shares will, in aggregate, represent a minimum of 10 per cent. of the enlarged
issued share capital, assuming no WRAP Retail Offer Shares are issued.
The Issue Price represents a discount of approximately 18 per cent. to the
closing middle market price of 55.00 pence per Ordinary Share on 23 May 2024,
being the latest closing price prior to this Announcement.
The Company will privately offer the Subscription Shares to a limited number
of entities and individuals both within and outside of the United Kingdom,
under applicable regulatory exemptions as appropriate.
Pursuant to a placing agreement dated 23 May 2024 between Allenby Capital,
Singer Capital Markets and the Company (the "Placing Agreement"), Allenby
Capital and Singer Capital Markets have conditionally agreed, as agents on
behalf of the Company, to use their respective reasonable endeavours to
procure subscribers for the Placing Shares.
The Placing is subject to the terms and conditions set out in Appendix I to
this Announcement. The Bookrunners will commence the Bookbuild in respect of
the Placing immediately following the release of this Announcement. The exact
number of Placing 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 allocations among subscribers are
at the absolute discretion of the Bookrunners, in consultation with the
Company. A further announcement confirming the final details of the Placing
will be made following the closing of the Bookbuild. The Bookrunners reserve
the right to close the Bookbuild without further notice. The Placing is being
undertaken on a reasonable endeavours basis and is not being
underwritten. Furthermore, the proposed issue of the new Ordinary Shares
pursuant to the Placing and the Subscription will take place on a
non-pre-emptive basis. The Second Placing is conditional on the approval of
the Resolutions by Shareholders at the General Meeting (as described further
below).
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.
Director participation
Mark Hodgkins, Janet Collyer, Noel Hurley and Kristoff Rademan, directors of
the Company, have indicated their intention to subscribe for 39,111 new
Ordinary Shares at the Issue Price pursuant to the Subscription. In addition,
David Tilston, Non-Executive Director, is intending to participate in the
Placing by subscribing for 10,000 new Ordinary Shares at the Issue Price. In
aggregate, director participation in the Fundraising is expected to total
£22,099.95.
General Meeting
The Second Placing and the WRAP Retail Offer are conditional upon, amongst
other things, shareholders of EnSilica ("Shareholders") approving the passing
of resolutions to (i) authorise such issues and allotments of new Ordinary
Shares and (ii) disapply pre-emption rights to the extent necessary to
authorise such issues and allotments of new Ordinary Shares on a
non-pre-emptive basis (the "Resolutions"), to be put to shareholders at a
general meeting of the Company expected to be held on 17 June 2024 (the
"General Meeting"). Such Resolutions will, if passed, grant to the Directors
the authority to allot the Second Placing Shares and the WRAP Retail Offer
Shares for cash on a non-pre-emptive basis.
The General Meeting is proposed to be held at the offices of Fieldfisher LLP
at Riverbank House, 2 Swan Lane, London, EC4R 3TT at 10.00 a.m. on 17 June
2024 and the Company intends to publish and send a circular, which will
include a notice convening a General Meeting, to Shareholders as soon as
practicable following the closing of the WRAP Retail Offer next week (the
"Circular").
The First Placing and the Subscription are conditional upon, amongst other
things, the Placing Agreement not having been terminated in accordance with
its terms and First Admission (as described below) becoming effective.
The First Placing and the Subscription are not conditional on the passing of
the Resolutions or the completion of the Second Placing or the WRAP Retail
Offer. Should the Resolutions not be passed at the General Meeting,
the Second Placing and the WRAP Retail Offer will not proceed. The First
Placing and the Subscription will not be affected by any or all of the Second
Placing and the WRAP Retail Offer failing to complete for any reason.
Admission to AIM
Application has been made to the London Stock Exchange plc for admission of
the First Placing Shares and the Subscription Shares to trading on AIM,
subject to completion of the Bookbuild ("First Admission"). Subject to
completion of the Bookbuild, First Admission is expected to occur on or around
28 May 2024 or such later time and/or date as the Bookrunners and the Company
may agree (being in any event no later than 8.00 a.m. on 11 June 2024).
Application will be made to the London Stock Exchange plc for admission of the
Second Placing Shares and the WRAP Retail Offer Shares to trading on AIM,
subject to completion of the First Placing and the Subscription and the
passing of the Resolutions.
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. 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, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
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 have been subject to a product approval process, which has determined
that the 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 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 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 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, the Bookrunners 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. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Allenby Capital and Singer Capital Markets 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.
Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser, Joint Broker and Bookrunner to the
Company in connection with the Placing. Allenby Capital will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Allenby Capital or for providing advice to any other
person in connection with the Placing or any acquisition of shares in the
Company. Allenby Capital has not authorised the contents of, or any part of,
this announcement, no representation or warranty, express or implied, is made
by Allenby Capital in respect of such contents, and no liability whatsoever is
accepted by Allenby 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 Allenby Capital
for its own fraud. Allenby Capital'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.
Singer Capital Markets, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Joint Broker and lead Bookrunner to the Company
in connection with the Placing. Singer Capital Markets will not be responsible
to any person other than the Company for providing the protections afforded to
clients of Singer Capital Markets or for providing advice to any other person
in connection with the Placing or any acquisition of shares in the Company.
Singer Capital Markets is not making any representation or warranty, express
or implied, as to the contents of this Announcement. Singer Capital Markets
has not authorised the contents of, or any part of, this Announcement, and no
liability whatsoever is accepted by Singer Capital Markets 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 Singer Capital Markets 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. 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.
Appendix I 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 Appendix I)
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 Appendix I.
The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.
APPENDIX I
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 THIS APPENDIX) AND THE TERMS AND CONDITIONS SET
OUT IN THIS ANNOUNCEMENT (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 THE EU PROSPECTUS
REGULATION; (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK
PROSPECTUS REGULATION"), AND WHO: (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; OR (3) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
US SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES
ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION (OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS) IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED
JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE
UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY LEGAL, TAX,
FINANCIAL, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or Regulation (EU) 2017/1129, as amended (the "EU
Prospectus Regulation"), as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000, as amended
("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 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
outside the EEA.
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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) 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 the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a 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 UK Prospectus
Regulation:
(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 the United Kingdom other than Qualified Investors or
in circumstances in which the prior consent of Singer Capital Markets
Securities Limited ("Singer Capital Market") and Allenby Capital Limited
("Allenby Capital") has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;
3. 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:
(a) it is a Qualified Investor within the meaning of Article 2(e) of
the EU 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:
(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 Singer Capital Markets and Allenby
Capital 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 as having been
made to such persons;
4. 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;
5. 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
6. 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, Singer Capital Markets and Allenby Capital will rely upon the
truth and accuracy of the foregoing representations, warranties, undertakings,
agreements and acknowledgements. Each Placee hereby agrees with Singer Capital
Markets, Allenby 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
Singer Capital Markets or Allenby 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 Issue 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 (the "Result of Placing 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 Singer Capital Markets, Allenby Capital or
the Company or any other person and none of Singer Capital Markets, Allenby
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
Singer Capital Markets and Allenby Capital (the "Bookrunners") are acting as
joint brokers and bookrunners (with Singer Capital Markets as Lead Bookrunner)
in connection with the Placing and have entered into a placing agreement with
the Company (the "Placing Agreement") under which, on the terms and subject to
the conditions set out in the Placing Agreement, each of the Bookrunners, as
agents for and on behalf of the Company, has severally agreed to use its
respective reasonable endeavours to procure Placees for the Placing Shares.
The Placing is not being underwritten by either of the Bookrunners or any
other person.
The price per Ordinary Share at which the Placing Shares are to be placed is
45 pence (the "Issue Price"). The timing of the closing of the book and
allocations are at the discretion of the Bookrunners, in consultation with the
Company.
By participating in the Placing, Placees agree to subscribe for Placing
Shares. The Placing will be conducted in two tranches. An initial tranche of
up to 7,512,857 Placing Shares (the "First Placing Shares") will be allotted
and issued within the Directors' existing authorities to allot and issue
Ordinary Shares in the Company on a non-preemptive basis. Allotment and issue
of the balance of the Placing Shares (the "Second Placing Shares") will be
subject inter alia to the passing of the necessary resolutions of the
shareholders of the Company (the "Resolutions") at a General Meeting to be
held on or around 17 June 2024. Placees' participation in the Placing as
between the First Placing Shares and the Second Placing Shares (each, a
"Tranche" of the Placing) will be at the absolute discretion of the
Bookrunners, in consultation with each Placee and 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 admission to trading on AIM of the First Placing Shares
and the Subscription Shares ("First Admission") will occur at 8.00 a.m. on 28
May 2024 (or such later time or date as the Bookrunners may agree with the
Company, being no later than 8.00 a.m. on 11 June 2024) and that dealings in
the First Placing Shares and the Subscription Shares on AIM will commence at
that time.
Subject to the passing of the Resolutions, is expected that admission of the
Second Placing Shares ("Second Admission") will occur at 8.00 a.m. on 19 June
2024 (or such later time or date as the Bookrunners may agree with the
Company, being no later than 8.00 a.m. on 3 July 2024) and that dealings in
the Second Placing Shares on AIM will commence at that time.
Bookbuild
The Bookrunners 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.
The Bookrunners 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. The Bookrunners are severally acting as brokers and bookrunners
to the Placing, as agent for and on behalf of the Company, on the terms and
subject to the conditions of the Placing Agreement. Allenby Capital is acting
as nominated adviser to the Company in connection with the Placing and
Admission. Each of Singer Capital Markets and Allenby 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 one of the Bookrunners.
Each Bookrunner 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. Following a successful completion of the Bookbuild, the Company
will confirm the closing of the Placing via the Result of Placing
Announcement.
4. To bid in the Bookbuild, prospective Placees should communicate
their bid orally by telephone or in writing to their usual sales contact at
Singer Capital Markets or Allenby Capital. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for at the
Issue Price. Bids may be scaled down by the Bookrunners on the basis referred
to in paragraph 6 below. Each Bookrunner 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 the Bookrunners' absolute discretion, subject to agreement with
the Company.
5. The Bookbuild is expected to close at or around 6.30 p.m. on 23
May 2024 but may be closed earlier or later at the discretion of the
Bookrunners. The Bookrunners 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 the Bookrunners) to vary the number of
shares to be issued pursuant to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by the
Bookrunners after consultation with the Company (and in accordance with each
Bookrunner's allocation policy as has been supplied by them to the Company in
advance of such consultation). Placees' participation in the Placing as
between the First Placing Shares and the Second Placing Shares (each, a
"Tranche" of the Placing) will be at the absolute discretion of the
Bookrunners, in consultation with each Placee and the Company. Allocations
will be confirmed orally by each Bookrunner to its respective Placees and a
trade confirmation will be despatched as soon as possible thereafter. A
Bookrunner's oral confirmation to such Placee constitutes an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of that Bookrunner and the Company, to subscribe for the
number of Placing Shares allocated to it and to pay the Issue Price in respect
of each such share on the terms and conditions set out in this Appendix and in
accordance with the Articles of Association of the Company. A bid in the
Bookbuild will be made on the terms and subject to the conditions in this
Appendix and will be legally binding on the Placee on behalf of which it is
made and except with the relevant Bookrunner's consent, such commitment will
not be capable of variation or revocation after the time at which it is
submitted.
7. Each Placee's allocation and commitment will be evidenced by a
trade confirmation issued to such Placee. The terms of this Appendix will be
deemed incorporated in that trade confirmation.
8. 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".
9. 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".
10. 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.
11. To the fullest extent permissible by law, none of Singer Capital
Markets, Allenby 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 Singer Capital
Markets, Allenby 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 the Bookrunners and the Company
may agree.
12. 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 the Bookrunners' 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. The Bookrunners' obligations under the Placing Agreement are
conditional on customary conditions, including (amongst others) (the
"Conditions"):
1. First Admission occurring no later than 8.00 a.m. on 28 May 2024 (or
such later time or date as the Bookrunners may otherwise agree with the
Company, being no later than 8.00 a.m. on 11 June 2024);
2. in respect of the Second Placing Shares only, the Resolutions having
been passed and Second Admission occurring no later than 8.00 a.m. on 19 June
2024 (or such later time or date as the Bookrunners may otherwise agree with
the Company, being no later than 8.00 a.m. on 3 July 2024);
3. none of the commitments under the Subscription having been
terminated; and
4. the Placing Agreement not having been terminated in accordance with
its terms.
The Bookrunners may, at their discretion and upon such terms as they 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 1 and 2 above relating to
Admission taking place and the passing of the Resolutions. 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
the Bookrunners by the relevant time or date specified (or such later time or
date as the Bookrunners may agree with the Company, being no later than 8.00
a.m. on 11 June 2024 in relation to the First Placing Shares or 8.00 a.m. on 3
July 2024 in relation to the Second Placing Shares); 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 (save to
the extent that any Tranche of the Placing has already completed) 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 of the Bookrunners, 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 the Bookrunners.
Right to terminate under the Placing Agreement
The Bookrunners are entitled, at any time before Admission of each Tranche of
the Placing Shares, to terminate the Placing Agreement in relation to any
Tranche of the Placing Shares that has not at that time been unconditionally
issued 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. a matter has arisen that is likely to give rise to a claim under any
of the indemnities given by the Company to the Bookrunners under the Placing
Agreement;
3. the occurrence of certain material adverse changes or significant
events;
4. the occurrence of certain events of force majeure,
which, in each case, either of the Brokers (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 in relation to any Tranche of the Placing Shares that has
not been unconditionally issued at such time, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (a) the exercise by
the Bookrunners of any right of termination or of any other discretion under
the Placing Agreement shall be within the absolute discretion of each
Bookrunner 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 either Bookrunner 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 the
Bookrunners that it will not, until the date falling 180 days from the date of
First Admission, offer, issue, sell, contract to sell, issue options,
convertibles or derivatives in respect of 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 the Brokers
By participating in the Placing, Placees agree that the exercise by the
Bookrunners 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 the Bookrunners 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 of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BN7F1618)
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. The Bookrunners reserve the right to
require settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they 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 each Tranche of the Placing will be sent a trade confirmation
stating the number of Placing Shares allocated to them at the Issue Price in
each Tranche, the aggregate amount owed by such Placee to each Bookrunner for
each Tranche of 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 the respective Bookrunners.
The Company will deliver (or will procure the delivery of) each Tranche of the
Placing Shares to a CREST account operated by each Bookrunner as agent for the
Company and each Bookrunner 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 First Placing Shares will
take place on 28 May 2024 on a delivery versus payment basis, and (subject
inter alia to the passing of the Resolutions) settlement in respect of the
Second Placing Shares will take place on 19 June 2024 on a delivery versus
payment basis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, each Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the relevant Bookrunner'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 of the Bookrunners or 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 Singer Capital Markets and
Allenby Capital (in their capacity as Bookrunners and placing agents 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 of the Bookrunners 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 the Bookrunners and the Company on an after-tax
basis in respect of any Indemnified Taxes;
5. neither the Bookrunners nor any of their respective affiliates,
agents, directors, officers and employees accepts 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 the Bookrunners;
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 UK
Prospectus Regulation or other applicable law; and (b) has been or will be
prepared in connection with the Placing;
10. in connection with the Placing, either of the Bookrunners and any of
its 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
Bookrunners or any of their respective affiliates acting in such capacity;
11. The Bookrunners and their respective affiliates may enter into
financing arrangements and swaps with investors in connection with which
either Bookrunner 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. The Bookrunners 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. neither Bookrunner owes 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 Bookrunner in connection with its participation
in the Placing and that neither Bookrunner 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 the Bookrunners
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 either
Bookrunner 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 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. neither the Bookrunners nor 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 either of the Bookrunners 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. neither the Bookrunners nore 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
Bookrunner, 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:
(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 either Bookrunner for all or any 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 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:
(a) 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
(b) will remain liable to the Company and/or the Bookrunners 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 the Bookrunners 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 the relevant
Bookrunner 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 the
Bookrunners or any person acting on behalf of the Company or either of the
Bookrunners 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 or the
Bookrunners or any person acting on behalf of the Company or the Bookrunners
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 the Bookrunners, 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 the Bookrunners:
(a) if he or she is an individual, his or her nationality; or
(b) 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 neither the Company nor either
Bookrunner makes any representation or warranty with respect to the same.
Accordingly, neither the Company nor the Bookrunners can 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,
neither the Company nor either of the Bookrunners 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 the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and 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 it is a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, 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 the
United Kingdom other than Qualified Investors, or in circumstances in which
the express prior written consent of the Bookrunners has been given to each
proposed offer or resale;
39. 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;
40. if in the United Kingdom, unless otherwise agreed by the
Bookrunners, 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;
41. 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;
42. 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 either of the Bookrunners 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;
43. 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);
44. 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;
45. 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;
46. in order to ensure compliance with the Regulations, each of the
Bookrunners (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 the Bookrunners or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the Bookrunners' absolute
discretion or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Bookrunners' or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identify each of the Bookrunners (for
itself and as agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either of the Bookrunners 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;
47. 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;
48. 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 the relevant Bookrunner 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 Issue 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;
49. any money held in an account with a Bookrunner 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 the Bookrunners' money in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee;
50. 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 either of the Bookrunners 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;
51. neither of the Bookrunners nor any of their 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 Bookrunner is acting for it or its
clients, and that the Bookrunners will not be responsible for providing the
protections afforded to clients or customers of the Bookrunners or for
providing advice in respect of the transactions described in this
Announcement;
52. 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 the Bookrunners'
conduct of the Placing;
53. 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:
(a) 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;
(b) 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
(c) disclosed such information to any person, prior to the information
being made publicly available;
54. the rights and remedies of the Company and each Bookrunner 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
55. 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 either
the Company or either Bookrunner 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 each Bookrunner and are irrevocable. Each of the Bookrunners 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 and each Bookrunner 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 the Bookrunners 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 either
Bookrunner, 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.
Singer Capital Markets Securities Limited is authorised and regulated by the
FCA in the United Kingdom and is acting as Lead 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.
Allenby Capital Limited is authorised and regulated by the FCA in the United
Kingdom and is acting as Nominated Adviser and 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.
Allenby Capital'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.
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 the Bookrunners will be
responsible and the Placees shall indemnify the Company and each Bookrunner 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 the Bookrunners in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify the Bookrunners 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 the Bookrunners 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 Bookrunners and the
Company accordingly. Furthermore, each prospective Placee agrees to indemnify
on an after-tax basis and hold either of the Bookrunners 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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