REG - EQTEC PLC - Proposed Placing, PrimaryBid Offer & Subscription
13/07/2022 17:00
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RNS Number : 3967S EQTEC PLC 13 July 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA),
CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes of the UK
version of Article 7 of Regulation (EU) 596/2014 ("MAR"). In addition,
market soundings (as defined in MAR) were taken in respect of the Placing with
the result that certain persons became aware of inside information (as defined
in MAR), as permitted by MAR. This inside information is set out in this
announcement. Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.
EQTEC plc
("EQTEC", the "Company" or the "Group")
Proposed Placing, PrimaryBid Offer and Subscription to raise a minimum of £3
million
EQTEC plc (AIM: EQT), a world-leading technology innovation company enabling
the Net Zero Future through advanced solutions for hydrogen, biofuels, SNG and
other energy production, today announces its intention to raise a minimum of
£3 million before expenses, by way of (i) a placing of new Ordinary Shares
("Placing Shares") at a fixed price of 0.5 pence per share (the "Issue Price")
to institutional and other investors (the "Placing"), (ii) an offer for
subscription of new Ordinary Shares by PrimaryBid ("PrimaryBid Shares") at the
Issue Price to retail investors (the "PrimaryBid Offer"), and (iii) direct
subscriptions with the Company of new Ordinary Shares (the "Subscription" and,
together with the Placing and the PrimaryBid Offer, the "Fundraising").
Highlights:
· The Company intends to conduct the Fundraising to raise a minimum of
£3 million (before expenses) through the issue of new Ordinary Shares at the
Issue Price;
· The Fundraising will include (i) an offer for subscription, to be
conducted by PrimaryBid on behalf of the Company, and (ii) direct
subscriptions with the Company;
· The proceeds from the Fundraising will be used to:
o maintain momentum with existing projects critical for demonstrating
EQTEC's capabilities and raising awareness of them;
o accelerate growth by pursuing second and/or third projects in existing
markets; and
o build for scale by extending the capability and capacity to support the
burgeoning pipeline and take on an increasing number of projects.
· The Issue Price represents a discount of approximately 23 per cent.
to the closing mid-market price of the Company's Ordinary Shares on AIM on
13(th) July 2022, being the latest practicable date before this Announcement;
and
· The Placing is to be conducted by way of an accelerated bookbuild
process, to commence immediately following this Announcement and will be
subject to the terms and conditions set out in Appendix I to this
Announcement.
Capitalised terms not otherwise defined in the text of this Announcement have
the meaning given to them in the section headed "Definitions" in Appendix II
below.
ENQUIRIES
EQTEC plc +353 21 2409 056
David Palumbo / Nauman Babar
Strand Hanson - Nominated & Financial Adviser +44 20 7409 3494
James Harris / Richard Johnson
Arden Partners - Joint Broker +44 20 7614 5900
Ruari McGirr (Corporate) / Simon Johnson (Sales)
Canaccord Genuity - Joint Broker +44 20 7523 8000
Henry Fitzgerald-O'Connor / Patrick Dolaghan
Alma PR - Financial Media & Investor Relations +44 20 3405 0205
Josh Royston / Sam Modlin EQTEC@almapr.co.uk
Instinctif - General Media Enquiries +44 20 7457 2381 / +44 7887 884794
Chris Speight / Tim Field EQTEC@instinctif.com (mailto:EQTEC@instinctif.com)
Additional information
Expected timetable of events
2022
Announcement of the Fundraising 4.45 p.m. on 13(th) July
Launch of PrimaryBid Offer 4.46 p.m. on 13(th) July
Announcement of the results of the Fundraising 14(th) July
Admission of New Shares to trading on AIM and commencement of dealings 8.00 a.m. on 19(th) July
Notes:
1. Each of the above times and/or dates is subject to change at the absolute
discretion of the Company and the Joint Brokers. If any of the above times
and/or dates should change, the revised times and/or dates will be announced
through a Regulatory Information Service.
2. All of the above times refer to London, UK time, unless otherwise stated.
Introduction
EQTEC is a technology innovation company with proven, patented, proprietary
capabilities to design, deploy and maintain systems for thermochemical
conversion of a wide variety of waste into clean, synthesis gas ("syngas"), an
intermediate fuel that can be used as alternative to fossil fuels like natural
gas, for the generation of baseload power and heat, as well as the extraction
of hydrogen or synthetic natural gas ("SNG") and production of biofuels.
The process applied by EQTEC technology does not produce the harmful emissions
produced by alternative technologies, making EQTEC-produced syngas a clean
alternative for the Net Zero future. The efficiency and versatility of EQTEC's
technology make it unique as a supplier of baseload energy and biofuels
solutions for energy independence and security. This is demonstrated by its
track record over a decade of commercial operations indicating the highest
levels of operational availability of plant systems running on EQTEC's
technology.
EQTEC's ability to design and deploy solutions that are modular and scalable
from 1MW to 30MW enables a wide range of business models from small-scale,
distributed plants that bring resilience to the grid and support
local-to-local, waste-to-value solutions, to large-scale, centralised
industrial facilities that can replace legacy fossil fuel power stations or
incineration facilities.
EQTEC's proven, proprietary and patented technology design, together with its
deployment and maintenance capabilities, mitigate the risks of using
third-party equipment. EQTEC's technology integration capabilities enable the
Group to lead collaborative ecosystems of qualified partners to build
sustainable waste reduction and green energy infrastructure.
Strategy
The Company's target business model positions EQTEC as the leading technology
innovator and licensing partner to owner-operators for syngas technology and
production of renewable, clean energy and biofuels. The Company's business
strategy aims to develop that market, position EQTEC as a leader within it and
scale the business through targeted development of capability and capacity,
enabled by digital tools and techniques. Critical to the Company's success
with this strategy is growth of a qualified and well-integrated set of
partners to deliver an increasing number of activities essential to
integration of EQTEC technologies into the world's energy and biofuels plants
of the future.
The Company currently generates income through three revenue streams:
development services, technology sales & services and other revenues.
Development services include activities essential to achievement of Financial
Close, from land acquisition, planning & permitting and engineering &
design to Engineering, Procurement & Construction (EPC) selection, funding
and legal execution of contracts. Technology sales & services include
specification, manufacture and delivery on site of EQTEC-designed equipment
and essential ancillary equipment, on-site construction advisory and further
engineering as required, technology integration support with non-EQTEC
technology and commissioning of the EQTEC-enabled plant. Other revenues
include plant operations from part-owned or wholly-owned Market Development
Centres, from consultancy or from provision of other non-core services.
The Company anticipates that its revenue streams will evolve in the future,
with development fees declining as partners increasingly take over all but the
core technology engineering work leading to Financial Close. Greater
differentiation across technology sales & services is expected as partners
are able to integrate more fully and drive more projects with relative
independence, and with increasing revenue from technology licensing,
maintenance and other value-added services for operational plants running
EQTEC technology.
The Company currently develops business in the USA, UK and the EU (including
France, Italy, Croatia and Greece). The Company will target new geographies as
substantial pipelines of qualified opportunities in those markets present
themselves and as the viability of a business development and delivery
capability in those markets can be established.
The Company is focused on maximising shareholder value in the near term
through greater recognition and adoption of its commercial applications by
global infrastructure investors and owners operators and its accelerated
execution of its licensing strategy resulting in an increased valuation by the
market, measurable in the share price. To achieve this, the Company is driving
an increase in the number of operational plants running EQTEC technology,
after which it will also increase the variety of applications of EQTEC
solutions deployed in those plants. EQTEC is currently pursuing projects with
feedstock from municipal waste (in the form of refuse-derived fuel, or RDF),
from industry waste (such as contaminated plastics) and from a range of
agricultural and forestry waste. In addition to CHP, EQTEC is currently
pursuing projects that would apply EQTEC's waste-to-syngas capabilities to
production of hydrogen, sustainable aviation fuel (SAF), synthetic natural gas
(SNG) and other biofuels.
EQTEC plc is quoted on the AIM market of the London Stock Exchange (LSE),
bears the Green Economy Mark awarded by the LSE, and trades as AIM:EQT.
Current trading
EQTEC delivered €9.2 million in revenue in 2021 (€2.2 million in 2020)
and, following a successful fund raise, the Company expects to achieve
revenues in line with market guidance being €27 - 31 million in revenue in
2022. This assumes the planned progression, in line with our expected time
frame, of project SPV sales, financial close and/ or commissioning of new
plants that would generate revenues from technology sales, engineering service
fees, development service fees and operations & maintenance fees.
EQTEC has five plants under construction, with two approaching commissioning
and commercial operations from 2022 and nearly 20 other projects under
development across seven geographies including USA, UK, France, Italy,
Croatia, Greece and Ireland. These projects incorporate EQTEC solutions for
biomass-to-power, RDF-to-power, RDF-to-hydrogen, biomass-to-hydrogen,
biomass-to-SNG and conversion of contaminated plastics to clean energy.
The complete pipeline of opportunities for EQTEC includes over 200 potential
projects in markets around the world.
Use of proceeds
In order to maintain its momentum for growth, support near-term cash flow and
accelerate implementation of its strategy, the Group seeks to raise a minimum
of £3 million (before expenses) for:
· Maintaining momentum. These investments are aimed at completing
construction of plants and especially of demonstration plants, as well as
deployment of new technology solutions for hydrogen, SNG and complex
feedstocks such as RDF and contaminated plastics. These investments will
support greater awareness and interest in EQTEC technology with funders,
owner-operators, partners and policymakers.
· Accelerating growth. These investments are aimed at extending the
development of target markets and solutions, through second and/ or third
projects in existing markets including the USA, UK, Croatia and Greece, as
well as investment in development of operations in EQTEC's target markets.
Particularly in France the Company is also seeking to acquire a decommissioned
plant from a liquidation process that if successful will be recommissioned
using EQTEC's technology.
· Building for scale. These investments are aimed at building
capability and capacity across the Group business and especially in the
Engineering teams to support the burgeoning pipeline and EQTEC's ability to
take on an increasing number of projects.
Whilst the Fundraise is expected to enable the Company to monetise its
existing projects and build resilience within its 2022 business plan, in the
event that there is an unplanned deferral or delay in executing its pipeline
of opportunities, the Company retains access to the balance of the unsecured
£10 million loan facility announced on the 29 March 2022, not already drawn,
in an amount of £5 million, should the need arise. The remaining £5 million
requires the lenders' consent and is subject to customary conditions precedent
as detailed in the facility agreement.
The Placing
The Company is seeking to a minimum of £3 million (before expenses) from the
Placing of the Placing Shares and the subscription for PrimaryBid Shares and
the Subscription Shares, in each case at the Issue Price. The Placing will be
conducted through an accelerated bookbuild process which will be launched
immediately following this Announcement and will be subject to the terms and
conditions set out in Appendix I to this Announcement.
The final number of Placing Shares to be issued pursuant to the Placing will
be agreed by the Company and the Joint Brokers at the close of the bookbuild
and the results of the Placing will be announced as soon as practicable
thereafter. The timing for the close of the bookbuild and the allocation of
Placing Shares shall be at the absolute discretion of the Joint Brokers in
consultation with the Company. The Company and the Joint Brokers reserve the
right to issue and sell a greater or lesser number of shares through the
Placing.
The Placing is conditional, inter alia, upon:
a) the Placing Agreement becoming or being declared unconditional in all
respects and not having been terminated in accordance with its terms prior to
Admission;
b) the Company having received signed Subscription Letters, together with
the relevant subscription monies, from each of the Subscribers prior to
Admission; and
c) Admission becoming effective by no later than 8.00 a.m. on 19(th)
July 2022 or such later time and/or date as the Company and the Joint
Brokers may agree, being no later than 8.00 a.m. on 2(nd) August 2022.
If any of the conditions of the Placing are not satisfied (or where applicable
waived), the Placing Shares will not be issued and all monies received will be
returned to the Placees at their own risk and without interest as soon as
possible thereafter.
No element of the Placing is underwritten.
PrimaryBid Offer
PrimaryBid intends to conduct an offer for subscription for PrimaryBid Shares
to raise up to £3 million on behalf of the Company on the terms set out in a
separate announcement to be made by the Company immediately after this
Announcement.
The PrimaryBid Offer is conditional upon (amongst other things) the Placing
Agreement not having been terminated and Admission occurring on or before 8.00
a.m. on 19(th) July 2022 (or such later date and /or time as the Company and
the Joint Brokers may agree, being no later than 8.00 a.m. on 2(nd) August
2022).
Subscription and Director participation
Pursuant the Subscription, the Company proposes to issue approximately
513,000,000 Ordinary Shares at the Issue Price. The Subscription will be
conditional (amongst other things) on Admission occurring on or before 8.00
a.m. on 19(th) July 2022 (or such later date and as the Company may determine,
being no later than 8.00 a.m. on 2(nd) August 2022).
Certain of the Directors have indicated their intention to subscribe for
approximately £185,000 in aggregate pursuant to the Subscription. Further
details of such subscription will be set out in the announcement to be made
following closure of the bookbuild process.
Issue of Ordinary Shares to strategic providers
The Company further announces that it is proposing to issue, in aggregate,
32,657,286 new Ordinary Shares (the "Supplier Shares") at the Issue Price to
certain strategic service providers providing business development and
advisory services to the Group in satisfaction of fees due to them. The issue
of the Supplier Shares will further align the interests of strategic advisers
and service providers with those of the Company and its shareholders.
Placing Agreement
Pursuant to the terms of the Placing Agreement, Canaccord and Arden, as agents
for the Company, have conditionally agreed to severally use their respective
reasonable endeavours to procure Placees for the Placing Shares. Canaccord and
Arden intend to conditionally place the Placing Shares with investors at the
Issue Price. The Placing Agreement is conditional upon, inter alia on
Admission of the Placing Shares becoming effective on or before 8.00 a.m. on
19(th) July 2022 (or such later time and/or date as the Company and the Joint
Brokers may agree, but in any event by no later than 8.00 a.m. on 2(nd)
August 2022).
The Placing Agreement contains customary warranties from the Company in favour
of the Joint Brokers in relation to, inter alia, the accuracy of the
information in this Announcement and other matters relating to the Group and
its business. In addition, the Company has agreed to indemnify the Joint
Brokers in relation to certain liabilities that they may incur in respect of
the Fundraising.
The Joint Brokers have the right to terminate the Placing Agreement in certain
circumstances prior to Admission, including, inter alia, if any of the
warranties given to the Joint Brokers in the Placing Agreement were not true
or accurate in any material respect or were misleading when given or deemed
given or would no longer be true and accurate in any material respect, or
would be misleading if repeated or deemed repeated, the failure of the Company
to comply with certain of its obligations under the Placing Agreement, the
occurrence of an event which materially (in the good faith opinion of the
Joint Brokers) affects the financial position and/or prospects of the Group as
a whole or any change in national or international financial, monetary,
economic, political, environmental, or stock market conditions (including any
material deterioration in, or material escalation in the response to, the
Covid-19 pandemic) which, in the good faith opinion of the Joint Brokers will
or is likely to be materially prejudicial to the Group or to the Placing or
Admission or to the subscription for Placing Shares by Placees.
The Placing Agreement also provides for the Company to pay all costs, charges
and expenses of, or incidental to, the Fundraising and Admission including all
legal and other professional fees and expenses.
Admission
Application will be made to the London Stock Exchange for the New Shares,
which will all rank pari passu with the Company's existing Ordinary Shares,
to be admitted to trading on AIM. Dealings in the New Shares are expected to
commence on 8.00 a.m. on 19(th) July 2022 (or such later time and/or date as
the Company and the Joint Brokers agree, being in any event no later than 8.00
a.m. on 2(nd) August 2022).
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will
be accepted by Canaccord or Arden or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
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. In particular, the New Shares have
not been, and will not be, registered under the United States Securities Act
of 1933 as amended or qualified for sale under the laws of any state of the
United States or under the applicable laws of any of Canada, Australia, New
Zealand, the Republic of South Africa or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to, or for the
account or benefit of, US persons (as such term is defined in Regulation S
under the Securities Act) or to any national, resident or citizen of Canada,
Australia, New Zealand, the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the offering of the
New Shares in certain jurisdictions other than the UK may be restricted or
prohibited by law or regulation. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company that would permit
an offering of such shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions. In particular, this
announcement may not be distributed, directly or indirectly, in or into the
United States, Canada, Australia, New Zealand, the Republic of South Africa or
Japan. Overseas Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal obligation to
forward this document to a jurisdiction outside the UK should seek appropriate
advice before taking any action.
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", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this document and include statements regarding the
Directors' current intentions, beliefs or expectations concerning, among other
things, the Group's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Group's markets.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or implied by the
forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this document are based on certain
factors and assumptions, including the Directors' current view with respect to
future events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Group's operations,
results of operations, growth strategy and liquidity. Whilst the Directors
consider these assumptions to be reasonable based upon information currently
available, they may prove to be incorrect. Save as required by law or by the
AIM Rules, none of Arden, Canaccord the Company, nor their respective
directors undertakes any obligation to publicly release the results of any
revisions to any forward-looking statements in this document that may occur
due to any change in the Directors' expectations or to reflect events or
circumstances after the date of this document.
GENERAL
Canaccord, which is authorised and regulated by the FCA in the United Kingdom,
is acting as Joint Broker to the Company in connection with the Fundraising.
Canaccord will not be responsible to any person other than the Company for
providing the protections afforded to clients of Canaccord or for providing
advice to any other person in connection with the Fundraising, the
Subscription or any acquisition of shares in the Company. Canaccord is not
making any representation or warranty, express or implied, as to the contents
of this Announcement. Canaccord has not authorised the contents of, or any
part of, this Announcement, and no liability whatsoever is accepted by
Canaccord for the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information.
Arden, which is authorised and regulated by the FCA in the United Kingdom, is
acting as Joint Broker to the Company in connection with the Fundraising.
Arden will not be responsible to any person other than the Company for
providing the protections afforded to clients of Arden or for providing advice
to any other person in connection with the Fundraising, the Subscription or
any acquisition of shares in the Company. Arden is not making any
representation or warranty, express or implied, as to the contents of this
Announcement. Arden has not authorised the contents of, or any part of, this
Announcement, and no liability whatsoever is accepted by Arden for the
accuracy of any information or opinions contained in this Announcement or for
the omission of any material information.
Strand Hanson, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Financial Adviser and Nominated Adviser to the Company
in connection with the Fundraising. Strand Hanson has not authorised the
contents of, or any part of, this Announcement, and no liability whatsoever is
accepted by Strand Hanson for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information. The responsibilities of Strand Hanson as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange plc and are not owed to the
Company or to any director or shareholder of the Company or any other person,
in respect of its decision to acquire shares in the capital of the Company in
reliance on any part of this Announcement, or otherwise.
The New Shares will not be admitted to trading on any stock exchange other
than AIM.
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) is incorporated into, or forms part of, this Announcement.
INTERPRETATION
Certain terms used in this Announcement are defined under the heading
"Definitions" in Appendix II of this Announcement.
All times referred to in this Announcement are, unless otherwise stated,
references to London time.
All references to legislation in this Announcement are to the legislation of
England and Wales unless the contrary is indicated. Any reference to any
provision of any legislation or regulation shall include any amendment,
modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or neutral
gender and vice versa.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY
AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS, BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED
FROM TIME TO TIME ("EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e)
OF REGULATION (EU) 2017/1129 AS AMENDED FROM TIME TO TIME AND AS IT FORMS PART
OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (THE "UK PROSPECTUS REGULATION"), WHO ARE PERSONS: (I) WHO FALL
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) TO WHOM THEY MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE OF THE PLACING
SHARES.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract, or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local
implementing measures; and/or (d) (where applicable to UK investors or UK
firms) the relevant provisions of the UK MiFID Laws (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of investors who meet the criteria of
retail and professional clients and eligible counterparties, each as defined
in Directive 2014/65/EU or the UK MiFID Laws, as applicable; and (ii) eligible
for distribution through all distribution channels as are permitted by
Directive 2014/65/EU or the UK MiFID Laws, as applicable (the "EU Target
Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. Each of the UK Target
Market Assessment and the EU 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 and the EU Target Market Assessment, the Joint
Brokers will only procure investors who meet the criteria of professional
clients and eligible counterparties each as defined under COBS or MiFID II, as
applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes Chapters 9A or 10A of COBS, or Directive
2014/65/EU or the UK MiFID Laws, as applicable; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
"UK MiFID Laws" means:
(i) the Financial Services and Markets Act 2000 (Markets in Financial
Instruments) Regulations 2017 (SI 2017/701), The Data Reporting Services
Regulations 2017 (SI 2017/699) and the Financial Services and Markets Act 2000
(Regulated Activities) (Amendment) Order 2017 (SI 2017/488), and any other
implementing measure which operated to transpose EU MiFID II into UK law
before 31 January 2020 (as amended and supplemented from time to time); and
(ii) the UK version of Regulation (EU) No 600/2014 of the European Parliament,
which is part of UK law by virtue of the European Union (Withdrawal) Act 2018,
as amended and supplemented from time to time.
(a) Introduction
These terms and conditions apply to persons making an offer to acquire Placing
Shares under the Placing. Each person to whom these terms and conditions
apply, as described above, who confirms its agreement to either of the Joint
Brokers, and the Company (whether orally or in writing) to acquire Placing
Shares under the Placing (an "Investor") hereby agrees with the Joint Brokers
and the Company to be bound by the trade confirmation issued by the relevant
Joint Broker to such Investor and these terms and conditions, being the terms
and conditions upon which Placing Shares will be sold under the Placing. An
Investor shall, without limitation, become so bound if a Joint Broker confirms
to such Investor its allocation of Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the Placing, an
Investor shall be contractually committed to acquire 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. Dealing may not begin
before any notification is made.
(b) Application for Admission
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Subject to the satisfaction or waiver of the
conditions of the Placing Agreement (except for Admission) (the "Conditions"),
it is expected that Admission will take place and dealings in the Placing
Shares will commence on AIM on or around 8.00 a.m. on 19(th) July 2022.
(c) Bookbuilding Process
Commencing today, the Joint Brokers will be conducting an accelerated
bookbuilding process to determine demand for participation in the Placing by
Placees (the "Bookbuilding Process"). This Announcement gives details of the
terms and conditions of, and the mechanics of participation in, the Placing.
However, the Joint Brokers will be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as it may, after consultation
with the Company, determine. No commissions will be paid by or to Placees in
respect of any participation in the Placing or subscription for Placing
Shares.
(d) Participation in, and principal terms of, the Bookbuilding Process
Each Joint Broker is acting as agent of the Company in connection with the
Placing.
Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by a Joint
Broker. Canaccord and Canaccord Affiliates (as defined below) and Arden and
Arden Affiliates (as defined below) are entitled to participate as Placees
in the Bookbuilding Process as principals.
The Bookbuilding Process will establish the number of Placing Shares to be
issued pursuant to the Placing. The price per Placing Share (the "Issue
Price") is fixed at 0.5 pence per Placing Share and is payable to either of
the Joint Brokers (as agents for the Company) by all Placees.
The book will open with immediate effect. The Bookbuilding Process is expected
to close not later than 9.00 p.m. on 13(th) July 2022, but may be closed at
such earlier or later time as the Joint Brokers may, in their absolute
discretion (after consultation with the Company), determine. A further
announcement will be made following the close of the Bookbuilding Process
detailing the number of Placing Shares to be subscribed for by the Placees at
the Issue Price (the "Placing Results Announcement").
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Announcement and will be legally binding on the Placee on behalf of which
it is made and, except with the Joint Brokers' consent, will not be capable of
variation or revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at the relevant
Joint Broker. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Issue Price. If successful,
the relevant Joint Broker will re-contact and confirm orally to Placees
following the close of the Bookbuilding Process the size of their respective
allocations and a trade confirmation will be despatched as soon as possible
thereafter. The relevant Joint Broker's oral confirmation of the size of
allocations and each Placee's oral commitments to accept the same will
constitute an irrevocable legally binding agreement in favour of the Company
and the relevant Joint Broker pursuant to which each such Placee will be
required to accept the number of Placing Shares allocated to the Placee at the
Issue Price and otherwise on the terms and subject to the conditions set out
herein and in accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade confirmation
issued by the relevant Joint Broker to such Placee. The terms of this Appendix
I will be deemed incorporated in that trade confirmation.
The Joint Brokers reserve the right to scale back the number of Placing Shares
to be subscribed by any Placee in the event that the Placing is
oversubscribed. The Joint Brokers also reserve the right not to accept offers
to subscribe for Placing Shares or to accept such offers in part rather than
in whole. The acceptance and, if applicable, scaling back of offers shall be
at the absolute discretion of the Joint Brokers.
Each Placee's obligations will be owed to the Company and to the relevant
Joint Broker. Following the oral confirmation referred to above, each Placee
will also have an immediate, separate, irrevocable and binding obligation,
owed to the Company and the relevant Joint Brokers, as agent of the Company,
to pay to the relevant Joint Broker (or as the relevant Joint Broker may
direct) in cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares allocated to such Placee.
Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and settlement".
All obligations of the Joint Brokers under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement including
without limitation those referred to below under "Conditions of the Placing".
To the fullest extent permissible by law, none of Canaccord, any subsidiary of
Canaccord, any branch, affiliate or associated undertaking of Canaccord or of
any such subsidiary nor any of their respective directors, officers,
employees, agents or advisers (each a "Canaccord Affiliate") nor any person
acting on their behalf shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In particular, none
of Canaccord, any Canaccord Affiliate nor any person acting on their behalf
shall have any liability (including, to the extent legally permissible, any
fiduciary duties), in respect of its conduct of the Bookbuilding Process or of
such alternative method of effecting the Placing as Canaccord may determine.
To the fullest extent permissible by law, none of Arden, any subsidiary of
Arden, any branch, affiliate or associated undertaking of Arden or of any such
subsidiary nor any of their respective directors, officers, employees, agents
or advisers (each an "Arden Affiliate") nor any person acting on their behalf
shall have any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Arden, any Arden
Affiliate nor any person acting on their behalf shall have any liability
(including, to the extent legally permissible, any fiduciary duties), in
respect of its conduct of the Bookbuilding Process or of such alternative
method of effecting the Placing as Arden may determine.
(e) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of the Joint Brokers under the Placing Agreement are
conditional, among other things, upon:
(i) the Company complying with its obligations under the Placing Agreement to
the extent that they fall to be performed on or before Admission;
(ii) the warranties on the part of the Company contained in the Placing
Agreement being true and accurate and not misleading on and as of the date of
the Placing Agreement and at Admission;
(iii) the obligations of the Joint Brokers not having been terminated (as
described below under "Right to terminate under the Placing Agreement");
(iv) the Company having received signed Subscription Letters, together with
the relevant subscription monies, from each of the Subscribers prior to
Admission; and
(v) Admission of the Placing Shares, the PrimaryBid Shares and the
Subscription Shares occurring not later than 8.00 a.m. on 19(th) July 2022 or
such later time and/or date as the Joint Brokers and the Company may agree
(but in any event not later than 2(nd) August 2022).
If (a) any of the Conditions of the Placing are not fulfilled (or to the
extent permitted under the Placing Agreement waived by the Joint Brokers), or
(b) the Placing Agreement is terminated in the circumstances specified below,
the Placing will lapse and each Placee's rights and obligations hereunder
shall cease and determine at such time and no claim may be made by a Placee in
respect thereof. None of Canaccord or Arden, any Canaccord Affiliate or Arden
Affiliate, the Company, nor any subsidiary or subsidiary undertaking of the
Company, nor any branch, affiliate or associated undertaking of any such
company nor any of their respective directors, partners, consultants, officers
and employees (each an "EQTEC Affiliate") 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 it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
in the Placing Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that the Joint Brokers'
rights and obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Right to terminate under the Placing
Agreement".
(f) Right to terminate under the Placing Agreement
The Joint Brokers have the right to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, in the event of a breach of
the warranties given to the Joint Brokers in the Placing Agreement (in a
manner which is material in the context of the Placing), the failure of the
Company to comply with certain of its obligations under the Placing Agreement,
the occurrence of a force majeure event, a material adverse change in the
financial or trading position or prospects of any member of the Group or a
material deterioration in, or material escalation in the response to, the
Covid-19 pandemic.
By participating in the Placing, each Placee agrees with the Joint Brokers
that the exercise by the Joint Brokers of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Joint Brokers and that the Joint Brokers need not make any reference to
the Placees in this regard and that, to the fullest extent permitted by law,
neither the Company, Canaccord, Arden, any Canaccord Affiliate, any Arden
Affiliate nor any EQTEC Affiliate shall have any liability whatsoever to the
Placees in connection with any such exercise or failure to so exercise.
(g) No prospectus
No offering document or prospectus has been or will be prepared in relation to
the Placing and no such prospectus is required (in accordance with the UK
Prospectus Regulation) to be published or submitted to be approved by the FCA
and Placees' commitments will be made solely on the basis of the information
contained in this Announcement.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to the Joint Brokers and the Company that it has neither received
nor relied on any information, representation, warranty or statement made by
or on behalf of a Joint Broker (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the trade
confirmation referred to herein), any Canaccord Affiliate, any Arden
Affiliate, any persons acting on its or their behalf or the Company or any
EQTEC Affiliate and none of Canaccord, any Canaccord Affiliate, Arden, any
Arden Affiliate nor any persons acting on their behalf, the Company, any EQTEC
Affiliate nor any persons acting on their behalf will be liable for the
decision of any Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges to
and agrees with each of the Joint Brokers for itself and as agent for the
Company that, except in relation to the information contained in this
Announcement, it has relied on its own investigation of the business,
financial or other position of the Company in deciding whether or not to
participate in the Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
(h) Registration and settlement
Settlement of transactions in the Placing Shares (represented as CREST
depositary interests) following Admission will take place within the CREST
system, using the delivery versus payment mechanism, subject to certain
exceptions. The Joint Brokers reserve the right to require settlement for and
delivery of the Placing Shares to Placees by such other means as the Joint
Brokers may deem necessary, including, without limitation, if delivery or
settlement is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 14(th) July 2022
Settlement Date 19(th) July 2022
CREST Stamp Marker 8-exempt
ISIN Code IE00BH3XCL94
SEDOL BH3XCL9
Deadline for input instruction into CREST 5.00 p.m. on 18(th) July 2022
CREST ID for Canaccord 805
CREST ID for Arden 601
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Issue
Price, the aggregate amount owed by such Placee to the relevant Joint
Broker and settlement instructions. Placees should settle against the
relevant Joint Broker's CREST ID shown above. It is expected that such trade
confirmation will be despatched on the expected Trade Date shown above. Each
Placee agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the standing CREST or
certificated settlement instructions which it has in place with the relevant
Joint Broker.
It is expected that settlement will take place on the Settlement Date shown
above on a delivery versus payment basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by the relevant
Joint Broker.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with these
obligations, the Joint Brokers may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the proceeds,
for the Joint Brokers' own account and profit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The Placee will,
however, remain liable for any shortfall below the aggregate amount owed by
such Placee and it may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) 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, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither Canaccord, Arden nor the Company shall be
responsible for the payment thereof. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
(i) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m.
(London time) on 19(th) July 2022 (or such later time and/or date as the
Company and the Joint Brokers may agree being no later than 8.00 a.m. (London
time) on 2(nd) August 2022) and on the Placing Agreement being otherwise
unconditional in all respects and not having been terminated in accordance
with its terms on or before Admission; and (ii) the confirmation mentioned
under paragraph (a) above, an Investor agrees to become a member of the
Company and agrees to acquire Placing Shares at the Issue Price. The number of
Placing Shares acquired by such Investor under the Placing shall be in
accordance with the arrangements described above.
(j) Payment for Placing Shares
Each Investor undertakes to pay the Issue Price for each of the Placing Shares
acquired by such Investor in such manner as shall be directed by the relevant
Joint Broker. In the event of any failure by an Investor to pay as so directed
by the relevant Joint Broker, the relevant Investor shall be deemed hereby to
have appointed the relevant Joint Broker or its nominee to sell (in one or
more transactions) any or all of the Placing Shares in respect of which
payment has not been made as so directed by the relevant Joint Broker and to
have agreed to indemnify on demand the relevant Joint Broker in respect of any
liability for stamp duty and/or stamp duty reserve tax arising in respect of
any such sale or sales.
(k) Representations and warranties
By receiving this Announcement, each Investor and, to the extent applicable,
any person confirming his agreement to acquire Placing Shares on behalf of an
Investor or authorising the Joint Brokers to notify an Investor's name to the
Registrars, is deemed to acknowledge, agree, undertake, represent and warrant
to each of Canaccord, Arden, the Registrars and the Company that:
(i) the Investor has read and understood this Announcement in
its entirety and acknowledges that its participation in the Placing shall be
made solely on the terms and subject to the conditions set out in these terms
and conditions, the Placing Agreement and the Articles. Such Investor agrees
that these terms and conditions and the trade confirmation issued by the
relevant Joint Broker to such Investor represent the whole and only agreement
between the Investor, the relevant Joint Broker and the Company in relation to
the Investor's participation in the Placing and supersede any previous
agreement between any of such parties in relation to such participation.
Accordingly, all other terms, conditions, representations, warranties and
other statements which would otherwise be implied (by law or otherwise) shall
not form part of these terms and conditions. Such Investor agrees that none of
the Company, Canaccord, Arden, nor any of their respective officers or
directors will have any liability for any such other information or
representation and irrevocably and unconditionally waives any rights it may
have in respect of any such other information or representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither the Joint
Brokers nor any person affiliated with the Joint Brokers or acting on their
behalf is responsible for or shall have any liability for any information,
representation or statement contained in this Announcement or any information
previously published by or on behalf of the Company or any member of the Group
and will not be liable for any decision by the Investor to participate in the
Placing based on any information, representation or statement contained in
this Announcement or otherwise;
(iii) the Investor has not relied on the Company, Canaccord, Arden
or any person affiliated with the Company or Canaccord or Arden in connection
with any investigation of the accuracy of any information contained in this
Announcement or its investment decision;
(iv) in agreeing to acquire Placing Shares under the Placing, the
Investor is relying on this Announcement and not on any draft thereof or other
information or representation concerning the Group, the Placing or the Placing
Shares. Such Investor agrees that neither the Company, Canaccord, Arden nor
their respective officers, directors, partners, consultants or employees will
have any liability for any such other information or representation and
irrevocably and unconditionally waives any rights it may have in respect of
any such other information or representation;
(v) neither of the Joint Brokers are making any recommendations
to Investors or advising any of them regarding the suitability or merits of
any transaction they may enter into in connection with the Placing and the
Investor acknowledges that its participation in the Placing is on the basis
that it is not and will not be a client of either Joint Broker and that the
Joint Brokers are acting for the Company and no one else, that the Joint
Brokers will not be responsible to anyone else for the protections afforded to
their respective clients, that the Joint Brokers will not be responsible for
anyone other than the Company for providing advice in relation to the Placing,
the contents of this Announcement or any transaction, arrangements or other
matters referred to herein, and that the Joint Brokers will not be responsible
for anyone other than the relevant party under the Placing Agreement in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement or for the exercise or performance of the
Joint Brokers' rights and obligations thereunder, including any right to waive
or vary any condition or exercise any termination right contained therein;
(vi) save in the event of fraud on their part (and to the extent
permitted by the rules of the FCA), neither Joint Broker nor any of their
respective directors or employees shall be liable to the Investor for any
matter arising out of the role of the Joint Brokers as the Company's joint
brokers or otherwise, and that where any such liability nevertheless arises as
a matter of law the Investor will immediately waive any claim against the
Joint Brokers and any of their respective directors and employees which an
Investor may have in respect thereof;
(vii) the Investor has complied with all applicable laws and the
Investor will not infringe any applicable law as a result of its agreement to
acquire Placing Shares under the Placing and/or acceptance thereof or any
actions arising from the Investor's rights and obligations under the
Investor's agreement to acquire Placing Shares under the Placing and/or
acceptance thereof or under the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents) in order:
(i) to enable the Investor lawfully to enter into, and exercise its rights and
perform and comply with its obligations to acquire the Placing Shares under
the Placing; and (ii) to ensure that those obligations are legally binding and
enforceable, have been taken, fulfilled and done. The Investor's entry into,
exercise of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a) its
constitutional documents; or (b) any agreement to which the Investor is a
party or which is binding on the Investor or its assets;
(ix) it understands that no action has been or will be taken in any
jurisdiction by the Company, Canaccord, Arden or any other person that would
permit a public offering of the Placing Shares, or possession or distribution
of this Announcement, in any country or jurisdiction where action for that
purpose is required; and that, if the Investor is in a relevant EEA member
state, it is: (i) a Qualified Investor; (ii) otherwise permitted by law to be
offered and sold Placing Shares in circumstances which do not require the
publication by the Company of a prospectus pursuant to Article 3 of the EU
Prospectus Regulation or other applicable laws; or (iii) in the case of any
Placing Shares acquired by the Investor as a financial intermediary, as that
term is used in Article 5(1) of the EU Prospectus Regulation, either:
1. the Placing Shares acquired by it in the Placing have
not been acquired on behalf of, nor have they been acquired with a view to
their placing or resale to, persons in any relevant member state other than
Qualified Investors, or in circumstances in which the prior consent of the
Joint Brokers has been given to the placing or resale; or
2. where Placing Shares have been acquired by it on behalf
of persons in any relevant member state other than Qualified Investors, the
placing of those Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
(x) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this Announcement and
acknowledges and agrees to comply with the selling restrictions set out in
this Announcement;
(xi) the Placing Shares have not been and will not be registered
under the Securities Act or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States or under the applicable securities laws of Canada, Australia,
New Zealand, the Republic of South Africa or Japan or where to do so may
contravene local securities laws or regulations;
(xii) the Investor is, and at the time the Placing Shares are
acquired will be, located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in accordance with
Regulation S;
(xiii) the Investor is not acquiring the Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S or as a result of
any form of general solicitation or general advertising (within the meaning of
Rule 502(c) of Regulation D under the Securities Act);
(xiv) if it is acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein on behalf
of each such account;
(xv) the Investor is acquiring the Placing Shares for investment
purposes only and not with a view to any resale, distribution or other
disposition of the Placing Shares in violation of the Securities Act or any
other United States federal or applicable state securities laws;
(xvi) the Company is not obliged to file any registration statement in
respect of resales of the Placing Shares in the United States with the US
Securities and Exchange Commission or with any state securities administrator;
(xvii) the Company, and any registrar or transfer agent or other agent of
the Company, will not be required to accept the registration of transfer of
any Placing Shares acquired by the Investor, except upon presentation of
evidence satisfactory to the Company that the foregoing restrictions on
transfer have been complied with;
(xviii) the Investor invests in or purchases securities similar to the
Placing Shares in the normal course of its business and it has such knowledge
and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Placing Shares;
(xix) the Investor has conducted its own investigation with respect to
the Company and the Placing Shares and has had access to such financial and
other information concerning the Company and the Placing Shares as the
Investor deemed necessary to evaluate the merits and risks of an investment in
the Placing Shares, and the Investor has concluded that an investment in the
Placing Shares is suitable for it or, where the Investor is not acting as
principal, for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xx) the Investor or, where the Investor is not acting as principal,
any beneficial owner of the Placing Shares, is able to bear the economic risk
of an investment in the Placing Shares for an indefinite period and the loss
of its entire investment in the Placing Shares;
(xxi) there may be adverse consequences to the Investor under tax laws
in other jurisdictions resulting from an investment in the Placing Shares and
the Investor has made such investigation and has consulted such tax and other
advisors with respect thereto as it deems necessary or appropriate;
(xxii) the Investor is not a resident of the United States, Canada,
Australia, New Zealand the Republic of South Africa or Japan or any other
Restricted Jurisdiction and acknowledges that the Placing Shares have not been
and will not be registered nor will a prospectus be prepared in respect of the
Placing Shares under the securities legislation of the United States, Canada,
Australia, New Zealand, the Republic of South Africa or Japan and, subject to
certain exceptions, the Placing Shares may not be offered or sold, directly or
indirectly, in or into those jurisdictions;
(xxiii) the Investor is liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by it or any other person on the acquisition by it of
any Placing Shares or the agreement by it to acquire any Placing Shares;
(xxiv) in the case of a person who confirms to the relevant Joint Broker on
behalf of an Investor an agreement to acquire Placing Shares under the Placing
and/or who authorises the relevant Joint Broker to notify such Investor's name
to the Registrars, that person represents that he has authority to do so on
behalf of the Investor;
(xxv) the Investor has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002,
the Terrorism Act 2000 and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 ("Money
Laundering Regulations 2017") and any other applicable law concerning the
prevention of money laundering and, if it is making payment on behalf of a
third party, that: (i) satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party; and (ii) arrangements have been
entered into with the third party to obtain from the third party copies of any
identification and verification data immediately on request as required by the
Money Laundering Regulations 2017 and, in each case, agrees that pending
satisfaction of such obligations, definitive certificates (or allocation under
the CREST system) in respect of the Placing Shares comprising the Investor's
allocation may be retained at the relevant Joint Brokers' discretion;
(xxvi) the Investor agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, the Joint Brokers and/or the
Company may require proof of identity of the Investor and related parties and
verification of the source of the payment before the application can be
processed and that, in the event of delay or failure by the Investor to
produce any information required for verification purposes, the Joint Brokers
and/or the Company may refuse to accept the application and the moneys
relating thereto. The Investor holds harmless and will indemnify the Joint
Brokers and/or the Company against any liability, loss or cost ensuing due to
the failure to process this application, if such information as has been
required has not been provided by it or has not been provided on a timely
basis;
(xxvii) the Investor is not, and is not applying as nominee or agent for, a
person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of
the Finance Act 1986 (depository receipts and clearance services);
(xxviii) the Investor has complied with and will comply with all applicable
provisions of FSMA with respect to anything done by the Investor in relation
to the Placing in, from or otherwise involving the UK;
(xxix) if the Investor is in the UK, the Investor is a person: (i) who has
professional experience in matters relating to investments falling within
article 19(5) of the Order; or (ii) a high net worth entity falling within
article 49(2)(a) to (d) of the Order; or (iii) is a person to whom this
Announcement may otherwise be lawfully communicated, and in all cases is
capable of being categorised as a Professional Client or Eligible Counterparty
for the purposes of the Financial Conduct Authority Conduct of Business Rules;
(xxx) if the Investor is in the EEA, the person is a "Professional
Client/Eligible Counterparty" within the meaning of Annex ll/Article 30 (2) of
MiFID and is not participating in the Placing on behalf of persons in the EEA
other than professional clients or persons in the UK and other Member States
(where equivalent legislation exists) for whom the Investor has authority to
make decisions on a wholly discretionary basis;
(xxxi) each Investor in the UK who acquires any Placing Shares under the
Placing contemplated hereby will be deemed to have represented, warranted and
agreed with each of the Joint Brokers and the Company that: (i) it is a
qualified investor within the meaning of Article 2(e) of the UK Prospectus
Regulation; and (ii) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation: (A) 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 UK other than qualified investors,
as that term is defined in the UK Prospectus Regulation, or in other
circumstances falling within Article 5(1) of the UK Prospectus Regulation and
the prior consent of the Joint Brokers has been given to the offer or resale;
or (B) where Placing Shares have been acquired by it on behalf of persons in
the UK other than qualified investors, the offer of those Placing Shares to it
is not treated under the UK Prospectus Regulation as having been made to such
persons;
(xxxii) each Investor in a relevant member state of the EEA who acquires any
Placing Shares under the Placing contemplated hereby will be deemed to have
represented, warranted and agreed with each of the Joint Brokers and the
Company that: (i) it is a qualified investor within the meaning of the law in
that relevant member state implementing Article 2(e) of the EU Prospectus
Regulation; and (ii) 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: (A) 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 any relevant member state other than
qualified investors, as that term is defined in the EU Prospectus Regulation,
or in other circumstances falling within Article 5(1) of the EU Prospectus
Regulation and the prior consent of the Joint Brokers has been given to the
offer or resale; or (B) where Placing Shares have been acquired by it on
behalf of persons in any relevant member 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;
(xxxiii) represents and warrants that its participation in
the Placing would not give rise to an offer being required to be made by it or
any person with whom it is acting in concert pursuant to Rule 9 of the Irish
Takeover Code;
(xxxiv) in the case where the Investor confirms to a Joint Broker an
agreement to acquire Placing Shares under the Placing on behalf of a third
party, the terms on which the Investor (or any person acting on its behalf) is
engaged enable it to make investment decisions in relation to securities on
that third party's behalf without reference to that third party;
(xxxv) the exercise by the Joint Brokers of any rights or discretions
under the Placing Agreement shall be within their absolute discretion and the
Joint Brokers need not have any reference to the Investor and shall have no
liability to the Investor whatsoever in connection with any decision to
exercise or not to exercise or to waive any such right and the Investor agrees
that it shall have no rights against the Joint Brokers or any of their
respective directors or employees under the Placing Agreement;
(xxxvi) it irrevocably appoints any director of the relevant Joint Broker
as its agent for the purposes 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 agreed to be taken up by
it under the Placing and otherwise to do all acts, matters and things as may
be necessary for, or incidental to, its acquisition of any Placing Shares in
the event of its failure so to do;
(xxxvii) it will indemnify and hold the Company, the Joint Brokers and their
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this paragraph and further agrees that the
provisions of this paragraph will survive after completion of the Placing;
(xxxviii) the Joint Brokers may, in accordance with applicable legal and
regulatory provisions, engage in transactions in relation to the Placing
Shares and/or related instruments for their own account and, except as
required by applicable law or regulation, the Joint Brokers will not make any
public disclosure in relation to such transactions; and
(xxxix) the Joint Brokers and each of their respective affiliates, each
acting as an investor for its or their own account(s), may bid or subscribe
for and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own account(s) in
the Placing Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise. Accordingly,
references in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as including any
offer to, or subscription, acquisition or dealing by the Joint Brokers and/or
any of their respective affiliates, acting as an investor for its or their own
account(s). Neither the Joint Brokers nor the Company intend to disclose the
extent of any such investment or transaction otherwise than in accordance with
any legal or regulatory obligation to do so.
The Company and the Joint Brokers will rely upon the truth and accuracy of
each of the foregoing representations, warranties and undertakings.
(l) Supply and disclosure of information
If any of the Joint Brokers, the Registrars or the Company or any of their
respective agents request any information about an Investor's agreement to
acquire Placing Shares, such Investor must promptly disclose it to them and
ensure that such information is complete and accurate in all respects.
(m) Miscellaneous
The rights and remedies of the Joint Brokers, the Registrars and the Company
under these terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them, and the exercise or
partial exercise of one will not prevent the exercise of others.
(i) On application, each Investor may be asked to disclose,
in writing or orally to the relevant Joint Broker:
1. if he is an individual, his nationality; or
2. if he is a discretionary fund manager, the jurisdiction
in which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They
may be sent by post to such Investor at an address notified to the relevant
Joint Broker.
(iii) Each Investor agrees to be bound by the Articles (as
amended from time to time) once the Placing Shares which such Investor has
agreed to acquire have been acquired by such Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by the Joint Brokers.
(v) The contract to acquire Placing Shares and the
appointments and authorities mentioned herein will be governed by, and
construed in accordance with, the laws of England and Wales. For the exclusive
benefit of Canaccord, Arden, the Company and the Registrars, each Investor
irrevocably submits to the exclusive jurisdiction of the English courts in
respect of these matters. This does not prevent an action being taken against
an Investor in any other jurisdiction.
(vi) In the case of a joint agreement to acquire Placing
Shares, references to an "Investor" in these terms and conditions are to each
of such Investors and such joint Investors' liability is joint and several.
(vii) The Joint Brokers and the Company each expressly reserve
the right to modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations of Placing Shares under the
Placing are determined.
(viii) The Placing is subject to the satisfaction of the conditions
contained in the Placing Agreement and the Placing Agreement not having been
terminated.
APPENDIX II
DEFINITIONS
Admission the admission of the New Shares to trading an AIM in accordance with the AIM
Rules
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the rules of AIM as set out in the publication entitled 'AIM Rules for
Companies' published by London Stock Exchange from time to time
Announcement this announcement, including the appendices
Arden Arden Partners plc, a company incorporated in England and Wales with
registered number 04427253 and having its registered office at 5 George Road,
Edgbaston, Birmingham, England, B15 1NP, the Company's Joint Broker
Articles the articles of association of the Company in force from time to time
Board or the Directors the board of directors of the Company as at the date of this Announcement
Canaccord Canaccord Genuity Limited, a company incorporated in England and Wales with
registered number 01774003 and having its registered office at 88 Wood Street,
London, EC2V 7QR, the Company's Joint Broker
Company EQTEC plc, a company incorporated in Ireland with registered number 462861 and
having its registered office at 1000 Citygate, Mahon, Cork T12 W7CV, Ireland
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear UK & Ireland Limited is the Operator (as defined in the CREST
Regulations)
CREST Regulations the Uncertified Securities Regulations 2001 (SI 2001/3755), as amended
FCA the Financial Conduct Authority
Fundraising the proposed Placing, PrimaryBid Offer and Subscription
Group the Company and its subsidiaries
Investor a person a who confirms its agreement to Canaccord or Arden, as applicable,
(whether orally or in writing) to acquire Placing Shares under the Placing
Irish Takeover Code the Irish Takeover Panel Act 1997, Takeover Rules 2013
Issue Price 0.5 pence per New Share
Joint Brokers Canaccord and Arden and "Joint Broker" shall be construed accordingly
London Stock Exchange London Stock Exchange plc
New Shares the Placing Shares, the PrimaryBid Shares, the Subscription Shares and the
Supplier Shares
Ordinary Shares the ordinary shares of €0.001 each in the Company
Overseas Shareholders those Shareholders with registered addresses outside the UK or who are
incorporated in, registered in or otherwise resident or located in, countries
outside the UK
Placees subscribers of Placing Shares
Placing the placing of the Placing Shares by the Joint Brokers with Placees at the
Issue Price
Placing Agreement the agreement dated 13(th) July 2022 entered into between the Company and the
Joint Brokers in respect of the Placing
Placing Shares such number of new Ordinary Shares (or CREST depositary interests representing
such shares) to be issued pursuant to the Placing, the final number of which
will be confirmed on completion of the bookbuilding process
PrimaryBid means PrimaryBid Limited, a limited company registered in England and Wales
(No. 08092575) with its registered office at 21 Albemarle Street, London W1S
4BS
PrimaryBid Offer the offer for subscription of PrimaryBid Shares to be undertaken by PrimaryBid
on behalf of the Company subject to, inter alia, Admission
PrimaryBid Shares the new Ordinary Shares (or CREST depositary interests representing such
shares) to be allotted and issued pursuant to the PrimaryBid Offer
Registrars Link Asset Services of 2 Grand Canal Square, Dublin 2, Ireland
Regulation S Regulation S under the Securities Act
Regulatory Information Service has the meaning given in the AIM Rules
Securities Act United States Securities Act of 1933
Shareholders the holders of Ordinary Shares
Strand Hanson Strand Hanson Limited, a company incorporated in England and Wales with
registered number 02780169 and having its registered office at 26 Mount Row,
London, W1K 3SQ, the Company's Nominated and Financial Adviser
Subscribers means a person subscribing for the Subscription Shares pursuant to the
Subscription
Subscription the proposed direct subscription with the Company for the Subscription Shares
at the Issue Price
Subscription Letter(s) means the subscription letter(s) entered into by the Subscribers in respect of
the Subscription
Subscription Shares the new Ordinary Shares (or CREST depositary interests representing such
shares) which may be allotted and issued pursuant to the Subscription
Supplier Shares the 32,657,286 new Ordinary Shares (or CREST depositary interests representing
such shares) which are proposed to be issued to certain suppliers to the
Company at the Issue Price in satisfaction of amounts due to them for services
provided to the Group
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
US or United States the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
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