REG - EnSilica PLC - Proposed equity fundraising via ABB
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RNS Number : 4684W EnSilica PLC 12 March 2026
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.
12 March 2026
EnSilica plc
("EnSilica", the "Company" or the "Group")
Proposed Placing, Subscription and Retail Offer to raise up to £10 million
Fundraising to accelerate chip supply revenues, bring forward revenue
inflexion points and to support increased chip supply volumes
EnSilica plc (AIM: ENSI), a leading fabless, application-specific chipmaker,
today announces its intention to conduct an equity fundraising
to raise gross proceeds of up to £10 million.
The fundraising will be undertaken through (i) a placing (the "Placing") of up
to 20,632,297 new ordinary shares ("Placing Shares") of 0.1 pence each in
the capital of the Company ("Ordinary Shares") to new and existing
institutional investors ("Placees") at an issue price of 47 pence per new
Ordinary Share (the "Issue Price") and (ii) an anticipated direct subscription
of 6,000 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 638,297 new Ordinary Shares at the Issue Price
to raise up to £0.3 million (the "Retail Offer").
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:
· Placing, Subscription and Retail Offer (together, the "Fundraising") to
raise gross proceeds of up to £10 million through the proposed issue of up to
21,276,594 new Ordinary Shares at 47 pence per new Ordinary Share.
· The net proceeds of the Placing, Subscription and Retail Offer will
be used to:
o progress user-terminal Application Specific Standard Product ("ASSP") chips
to accelerate potential supply revenues and unlock approximately £2.0 million
in matched funding available from the previously announced £10.38 million
non-dilutive UK Space Agency Award;
o seek to accelerate ASIC supply contract conversion through co-investment
to aid in closing near-term design wins;
o scale supply revenues through increasing supply volumes; and
o support anticipated additional contract wins and general working capital.
· Allenby Capital Limited ("Allenby Capital") is acting as lead
bookrunner and lead broker in respect of the Placing, and Panmure Liberum
Limited ("Panmure Liberum") is acting as a bookrunner and joint broker 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 and the Subscription will be announced as soon as practicable
after the closing of the Bookbuild.
Due to limits on the existing share authorities available to issue new
Ordinary Shares, the Fundraising will be conducted in two tranches, as
follows:
· a firm placing of up to 9,660,063 Placing Shares (the "First Tranche
Placing Shares") at the Issue Price to raise up to approximately £4.54
million, 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 annual
general meeting of the Company on 27 November 2025 (the "First Tranche
Placing"); and
· a conditional placing of up to 10,972,234 Placing Shares (the "Second
Tranche Placing Shares") at the Issue Price to raise up to approximately
£5.16 million, to be issued conditional on the passing of the Resolutions at
the General Meeting (as described further below) (the "Second Tranche
Placing"). In addition, the issue of new Ordinary Shares under the
Subscription and the Retail Offer will be subject to the passing of the
Resolutions at the General Meeting. Accordingly, subject to the passing of
such Resolutions, the Subscription and the Retail Offer will complete at the
same time as the Second Tranche Placing.
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 BookBuild Platform to raise up to £0.3 million (before expenses) at the
Issue Price. 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 Retail
Offer (the "Retail Offer Shares") will do so pursuant to the terms and
conditions of the Retail Offer contained in a separate announcement to be
released by the Company following the close of the Bookbuild. The 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) and will complete at the
same time as the Second Tranche Placing.
The 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 Retail Offer will be conditional on completion of the Placing and
Subscription. Neither the Placing nor the Subscription is conditional upon any
level of acceptance under the Retail Offer.
A separate announcement will be made by the Company regarding the Retail Offer
and its terms following the close of the Bookbuild.
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
Kristoff Rademan, Chief Financial Officer
www.ensilica.com (http://www.ensilica.com/)
Allenby Capital Limited - Nominated Adviser, Joint Broker & Lead +44 (0)20 3002 2073
Bookrunner
info@allenbycapital.com (mailto:info@allenbycapital.com)
Joscelin Pinnington / Tony Quirke (Sales & Corporate Broking)
Jeremy Porter / Vivek Bhardwaj (Corporate Finance)
Panmure Liberum Limited - Joint Broker & Bookrunner
Edward Mansfield / Will King / Phoebe Bunce (Corporate Finance) +44 (0)20 3100 2000
Rupert Dearden / Rauf Munir (Corporate Broking)
Vigo Consulting (Investor & Financial Public Relations) +44 (0)20 7390 0233 ensilica@vigoconsulting.com
(mailto:visum@vigoconsulting.com)
Jeremy Garcia / Safia Colebrook
About EnSilica plc
EnSilica is a fabless, application-specific chipmaker, combining deep domain
and system-level expertise with world-class capability in RF, mmWave,
mixed-signal and complex digital IC design. The Company serves customers
across the space & communications, industrial, automotive and healthcare
markets, where safety and security and reliability are critical.
A growing portfolio of reusable IP and silicon platforms underpins a
repeatable, scalable delivery model, reducing development risk, cost and time
to market while supporting long-term supply revenues. EnSilica has a strong
track record of delivering production-proven silicon to demanding industry
standards. Headquartered near Oxford, UK, the Company operates design centres
across the UK, India, Brazil and Hungary.
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.
FURTHER DETAILS OF AND REASONS FOR THE FUNDRAISING
Background to the Fundraising and use of proceeds
On 3 February 2026, the Company published its unaudited results for the six
months ended 30 November 2025 ("H1 FY26"). The board of directors of EnSilica
(the "Board" or the "Directors") reported, amongst other matters, that
EnSilica delivered a record H1 FY26 with revenues up 37% to £12.7 million (H1
FY25: £9.3 million), chip supply revenue increased 34% to £3.9 million (H1
FY25: £2.9 million), EBITDA profit of £1.7 million (H1 FY25: EBITDA loss of
£0.2 million) and an operating profit of £0.4 million (H1 FY25: operating
loss of £0.8 million).
Against this financial performance, the Board reported that with 95% of
business already booked, the Board has confidence in achieving management
expectations for the full year ending 31 May 2026 ("FY26") and that revenues
are expected to continue to be weighted towards the second half of the current
financial year, reflecting the timing of customer milestones and scheduled
chip tape-outs. It was further reported that as production revenues scale, the
Board anticipates achieving positive monthly operational cash generation by
the end of calendar year 2026.
The Board continues to be presented with a number of potential sales and
revenue opportunities. This includes potentially, amongst other matters, (i)
accelerating certain chip supply revenues; (ii) bringing forward potential
ASIC supply contracts' revenue inflection points; and (iii) supporting
increased chip supply volumes through increased working capital investment.
While these opportunities are positive, the Company is working towards
achieving positive monthly operating cash by the end of calendar year 2026 and
is mindful of its existing cash commitments.
Additional funding would enable the Company potentially to exploit, amongst
other matters, such new opportunities and continue to build its contract
pipeline. While the Company has been in discussions for additional debt
headroom and/or further debt financing, the Board considers that accessing
equity capital through the Fundraising to be more favourable and therefore has
proposed the Fundraising in order to enable the Company to:
(i) Progress user-terminal ASSP chips to accelerate potential
supply revenues: The Company has experienced significant momentum in the
satellite communications sector. This includes sustained engagement across
both user-terminals and payload chips. To continue leveraging the Company's
recognised domain expertise, the Company intends to invest in advancing its
critical satellite communications components to production readiness. This
will in turn support the Company's advancement of current commercial
engagements with three satellite operators and multiple user-terminal Original
Equipment Manufacturers ("OEMs"). In addition, such investment by the Company
will unlock approximately £2.0 million in matched funding available from the
Company's £10.38 million non-dilutive UK Space Agency Award, announced by the
Company on 3 February 2025.
(ii) Seek to accelerate ASIC supply contract conversions
through co-investment: A strengthened balance sheet will enable the Company to
position itself competitively with potential customers in relation to close
near-term design wins. This is anticipated to be achieved through actively
providing potential customers with co-investment opportunities through
contributing to non-recurring engineering ("NRE") fees in order to achieve
future high margin supply revenues. This approach will not only reduce the
time to progressing chips in the design-phase to production tape-out and
subsequent programme start but also position EnSilica to secure higher-margin
recurring chip supply contracts on more favourable terms.
(iii) Scale supply revenues through increasing supply volumes:
EnSilica has a demonstrated ability to scale production volume, with
cumulative shipments exceeding 10 million ASICs on a long-running automotive
supply programme. This long-running automotive supply programme was recently
the subject of an upgrade and extension, as detailed in the Company's
announcement on 10 March 2026. However, EnSilica's existing working capital
commitments restrict the Company's ability to fund chip supply inventory
associated with larger chip supply revenue contracts. Further funding will
enable EnSilica to increase chip supply volumes through increased working
capital investment, accelerate manufacturing lead-times and consequently
enable the expansion of manufacturing services opportunities.
(iv) Support anticipated additional contract wins and general
working capital.
Further details of the Placing and the Subscription
It is expected that the Placing will result in the issue of up to 20,632,297
new Ordinary Shares and the Subscription will result in the issue of
6,000 new Ordinary Shares, in each case at the Issue Price. Together the
Placing and the Subscription are expected to raise up to £9.7 million before
expenses for the Company. The Placing Shares and the Subscription Shares
would, in aggregate, represent up to 17.60 per cent. of the Company's enlarged
issued ordinary share capital, assuming no Retail Offer Shares are issued.
The Issue Price represents a discount of approximately 5.05 per cent. to the
closing middle market price of 49.50 pence per Ordinary Share on 11 March
2026, being the latest practicable closing price prior to this Announcement.
Pursuant to a placing agreement dated 12 March 2026 between Allenby Capital,
Panmure Liberum and the Company (the "Placing Agreement"), Allenby Capital
and Panmure Liberum have conditionally agreed, as agents on behalf of the
Company, severally to use their respective reasonable endeavours to procure
subscribers for the Placing Shares. Allenby Capital and Panmure Liberum are
not acting in relation to the Subscription.
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
and the Subscription 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 Tranche Placing and the Subscription are
therefore conditional inter alia 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
Kristoff Rademan, EnSilica's Chief Financial Officer, has indicated his
intention to subscribe for 6,000 new Ordinary Shares at the Issue Price
pursuant to the Subscription.
General Meeting
The Second Tranche Placing, the Subscription and the Retail Offer are
conditional upon, amongst other things, the shareholders of EnSilica
("Shareholders") approving the passing of certain resolutions (the
"Resolutions"), to be put to shareholders at a general meeting of the Company
expected to be held on or around 7 April 2026 (the "General Meeting"). Such
Resolutions will, if passed, grant to the Directors the authority to allot the
Second Tranche Placing Shares, the Subscription Shares and the 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 or around 7
April 2026, and the Company intends to publish and send a circular, which will
include a notice convening the General Meeting, to Shareholders as soon as
practicable following the closing of the Retail Offer next week (the
"Circular"). A further announcement will be made in due course when the
Circular is posted.
The First Tranche Placing is 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 Tranche Placing is not conditional on the passing of the
Resolutions or the completion of the Second Tranche Placing, the Subscription
or the Retail Offer. Should the Resolutions not be passed at the General
Meeting, the Second Tranche Placing, the Subscription and the Retail Offer
will not proceed. The First Tranche Placing will not be affected by any or
all of the Second Tranche Placing, the Subscription and the Retail Offer
failing to complete for any reason. However, the Second Tranche Placing, the
Subscription and the Retail Offer are conditional upon the First Tranche
Placing having completed.
Admission to AIM
Application has been made to the London Stock Exchange plc for admission of
the First Tranche Placing 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 17 March 2026 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 31 March 2026).
Application will be made to the London Stock Exchange plc for admission of the
Second Tranche Placing Shares, the Subscription Shares and the Retail Offer
Shares to trading on AIM, subject to, inter alia, completion of the First
Tranche Placing and the passing of the Resolutions at the General Meeting.
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 Panmure Liberum 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 the United States, 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 the United States, 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, lead Broker and lead 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.
Panmure Liberum, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Bookrunner and Joint Broker to the Company in connection
with the Placing. Panmure Liberum will not be responsible to any person other
than the Company for providing the protections afforded to clients of Panmure
Liberum or for providing advice to any other person in connection with the
Placing or any acquisition of shares in the Company. Panmure Liberum is not
making any representation or warranty, express or implied, as to the contents
of this Announcement. Panmure Liberum has not authorised the contents of, or
any part of, this Announcement, and no liability whatsoever is accepted by
Panmure Liberum 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 Panmure Liberum 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, the Subscription
or the Retail Offer. Each investor or prospective investor should conduct his,
her or its own investigation, analysis and evaluation of the business and data
described in this Announcement and publicly available information.
The new Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.
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 IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED TO: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE "QUALIFIED
INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
(REGULATION (EU) 2017/1129) (THE "EU PROSPECTUS REGULATION") ("QUALIFIED
INVESTORS"), (B) PERSONS IN THE UNITED KINGDOM, WHO ARE QUALIFIED INVESTORS,
BEING PERSONS FALLING WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE
1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR"),
AND WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT PERSON").
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.
No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such prospectus is required (in accordance with either
the EU Prospectus Regulation or POATR) to be published. All offers of the
Placing Shares will be made pursuant to an exemption under the EU Prospectus
Regulation, or the POATR, as applicable, from the requirement to produce a
prospectus. This Announcement is being distributed and communicated to persons
in the United Kingdom only in circumstances in which section 21(1) of FSMA
does not apply.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Australia,
Canada, Japan or the Republic of South Africa or any other jurisdiction
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 to the Company, Allenby Capital and Panmure Liberum that (amongst
other things):
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Paragraph 15 of
Part 1 of Schedule 1 of POATR; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in POATR:
(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 Allenby Capital and Panmure
Liberum 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 POATR 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 Allenby Capital and Panmure
Liberum 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, Allenby Capital and Panmure Liberum will rely upon the truth and
accuracy of the representations, warranties, undertakings, agreements and
acknowledgements set out in this Appendix. Each Placee hereby agrees with
Allenby Capital, Panmure Liberum 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 Allenby Capital or Panmure Liberum 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 ("Placing Results Announcement") (together, the "Placing
Documents") and any information publicly announced through a regulatory
information service ("RIS") by or on behalf of the Company on or prior to the
date of this Announcement (the "Publicly Available Information") and subject
to any further terms set forth in the trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Allenby Capital, Panmure Liberum or the
Company or any other person and none of Allenby Capital, Panmure Liberum, 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
Allenby Capital and Panmure Liberum (the "Bookrunners") are acting as joint
brokers and bookrunners (with Allenby Capital acting 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
47 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 9,660,063 Placing Shares (the "First Tranche Placing Shares") will be
allotted and issued within the Directors' existing authorities to allot and
issue Ordinary Shares in the Company on a non-pre-emptive basis. Allotment and
issue of the balance of the Placing Shares (the "Second Tranche 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 7 April 2026. Allenby Capital are
acting as lead broker and lead bookrunner in connection with the Placing. In
that capacity, and following discussion with Panmure Liberum, Allenby Capital
shall have the right to determine, in its reasonable discretion Placees'
participation in the Placing as between the First Tranche Placing Shares and
the Second Tranche Placing Shares (each, a "Tranche" of the Placing) 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 Tranche Placing
Shares ("First Admission") will occur at 8.00 a.m. on 17 March 2026 (or such
later time or date as the Bookrunners may agree with the Company, being no
later than 8.00 a.m. on 31 March 2026) and that dealings in the First Tranche
Placing Shares on AIM will commence at that time.
Subject to the passing of the Resolutions, it is expected that admission of
the Second Tranche Placing Shares, the Subscription Shares and the Retail
Offer Shares ("Second Admission") will occur at 8.00 a.m. on 8 April 2026 (or
such later time or date as the Bookrunners may agree with the Company, being
no later than 8.00 a.m. on 22 April 2026) and that dealings in the Second
Tranche Placing Shares, the Subscription Shares and the Retail Offer 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 Allenby Capital and Panmure Liberum 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 Placing Results 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
Allenby Capital or Panmure Liberum. 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 6.00 p.m. on 12
March 2026 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. Allenby Capital shall have the right to determine, in its
reasonable discretion and following discussion with Panmure Liberum, Placees'
participation in the Placing as between the First Tranche Placing Shares and
the Second Tranche Placing Shares 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 Allenby Capital,
Panmure Liberum, 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 Allenby Capital, Panmure Liberum,
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, (the "Conditions"), including (amongst
others):
1. First Admission occurring no later than 8.00 a.m. on 17 March 2026 (or
such later time or date as the Bookrunners may otherwise agree with the
Company, being no later than 8.00 a.m. on 31 March 2026);
2. in respect of the Second Tranche Placing Shares only, the Resolutions
having been passed;
3. in respect of the Second Tranche Placing Shares only, Second Admission
occurring no later than 8.00 a.m. on 8 April 2026 (or such later time or date
as the Bookrunners may otherwise agree with the Company, being no later than
8.00 a.m. on 22 April 2026); 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, 2 and 3 above relating
to First Admission and Second 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 31 March 2026 in relation to the First Tranche Placing Shares or 8.00
a.m. on 22 April 2026 in relation to the Second Tranche 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 Second Admission becomes
effective, 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.
Where Panmure Liberum gives notice to terminate the Placing Agreement in
accordance with the termination provisions of the Placing Agreement, Panmure
Liberum shall simultaneously give written notice of such termination to
Allenby Capital. Upon receipt of such notice, Allenby Capital shall have the
right (but not the obligation), exercisable in its absolute discretion, to
give a notice in writing to the Company (copied to Panmure Liberum) within two
Business Days of receipt of the Panmure Liberum notice electing to continue
its obligations under the Placing Agreement as sole broker.
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 Tranche Placing Shares
will take place on 17 March 2026 on a delivery versus payment basis, and
(subject inter alia to the passing of the Resolutions) settlement in respect
of the Second Tranche Placing Shares will take place on 8 April 2026 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 Allenby Capital and Panmure
Liberum (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 Paragraph 15 of Part 2 of Schedule 1 of POATR 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 POATR,
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.
Allenby Capital Limited is authorised and regulated by the FCA in the United
Kingdom and is acting as Nominated Adviser, Broker and 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'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.
Panmure Liberum Limited is authorised and regulated by the FCA in the United
Kingdom and is acting as 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.
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
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