Equipmake Holdings - Proposed Placing, Subscription and Retail Offer
12/02/2024 13:01
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RNS Number : 8462C Equipmake Holdings PLC 12 February 2024
This Announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018) ("UK MAR")). In addition, market
soundings (as defined in UK MAR) were taken in respect of the Placing with the
result that certain persons became aware of inside information (as defined in
UK MAR), as permitted by UK 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.
12 February 2024
Equipmake Holdings PLC
("Equipmake" or the "Company")
Proposed Placing, Subscription and Retail Offer
Equipmake, the UK-based engineering specialist pioneering the development and
production of electrification products across the automotive, aerospace, bus,
and coach industries, announces its intention to raise gross proceeds of
approximately £4 million in aggregate before expenses ("Gross Proceeds") by
way of a proposed placing (the "Placing") and subscription (the
"Subscription"), together with a retail offer to existing retail Shareholders
via the BookBuild Platform (the "Retail Offer") of new ordinary shares of
£0.0001 each in the Company ("New Ordinary Shares") in the Company at the
price of 6 pence per share (the "Issue Price") (the Placing, Subscription and
Retail Offer together being the "Fundraise").
The Fundraise will comprise:
· A Placing of c.£3.2 million, conducted by way of an accelerated
bookbuild process at the Issue Price (the "Bookbuild"), which will be launched
immediately following this announcement in accordance with the terms and
conditions set out in the Appendix to this announcement.
· A Subscription for 13,166,666 New Ordinary Shares ("Subscription
Shares") at the Issue Price raising gross proceeds of approximately £0.8
million.
· A Retail Offer of up to £0.3 million of New Ordinary Shares ("Retail
Offer Shares") at the Issue Price to eligible existing retail shareholders at
the Issue Price. The Retail Offer aims to provide existing retail investors in
the UK with an opportunity to participate in the Fundraise and a separate
announcement regarding the Retail Offer and its terms will be made shortly.
The Placing is subject to the terms and conditions set out in Appendix 1 to
this Announcement. Panmure Gordon (UK) Limited ("Panmure Gordon") and VSA
Capital Limited ("VSA Capital") are acting as joint bookrunners (the "Joint
Brokers") in connection with the Placing. The issue and allotment of the new
Ordinary Shares will be within the Company's existing share authorities,
granted by Shareholders at the Company's AGM held in November 2023. The
Placing is not conditional on the Retail Offer or Subscription. The
Subscription is conditional on the completion of the Placing. The Retail Offer
is conditional on completion of the Placing.
The Issue Price represents a discount of approximately 7.7 per cent. to the
closing price per ordinary share on 9 February 2024, being the last Business
Day prior to this announcement.
The following sets out the background to, and the reasons for, the Fundraise
and explains why the Directors consider the Fundraise to be in the best
interests of the Company and its Shareholders as a whole.
Rationale for the Fundraise and Use of Proceeds
The Net Proceeds of the Fundraise (being Gross Proceeds less costs of the
Fundraise) will be used for working capital on ongoing and future projects,
Research and Development (R&D) to support the Company's international
expansion plan (c.£3.5m) and for the investigation and pipeline development
of opportunities in the United States of America (c.£0.5m). The Company has
an orderbook of £13.1m as of 12 February 2024 and has secured grant funding
of up to £4.57m. In addition to this, the Company estimates the value of its
near-term pipeline* of opportunities as c.£24m from which it anticipates
sufficient orders to meet current market guidance for revenue for FY25. The
Company's development remains 'bus led', with the majority of the revenues in
its orderbook originating from bus systems and repowering, supported by
contracts with 5 different customers. The Company also estimates that the
majority of its near-term pipeline* revenues will originate from bus systems
and repowering. Components and engineering projects are still an important
part of the Company's offering representing c.30% of the orderbook in terms of
revenue.
As stated in the Company's interim results for the six months ended 30
November 2023 on 18 January 2024, the Directors have reviewed the financial
forecasts and identified a potential requirement to raise additional funding
over the next 12 months. The Net Proceeds of the Fundraise (as defined above)
are expected to satisfy the Company's working capital requirements for at
least 12 months from Admission, by which time the Company is expecting to have
secured additional contract wins, some of which are currently in negotiation.
Whilst the Company remains in advanced negotiations to secure these contracts,
and the Directors remain confident that such negotiations will complete
successfully, there can be no certainty that the Company will secure these
contract wins.
* 'near-term pipeline' defined as opportunities which have the potential to
contribute to revenue for FY25.
The Subscription
As part of the Fundraise, a supportive prospective investor (who is not an
existing shareholder of the Company) has indicated his intention to subscribe
for 13,166,666 New Ordinary Shares pursuant to the Fundraise at the Issue
Price raising gross proceeds of approximately £0.8 million. The Subscription
is conditional on the completion of the Placing.
The Placing
Panmure Gordon (together with its associates) is acting as corporate adviser
to the Company and joint broker to the Placing. VSA Capital is acting as
joint broker to the Placing. A placing agreement has been entered into between
the Company and the Joint Brokers in connection with the Placing (the "Placing
Agreement") which contains customary warranties and indemnities given by the
Company, as well as customary termination rights.
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild") which will be launched immediately following this announcement.
The timing of the closing of the Bookbuild and allocations in the Bookbuild
are at the absolute discretion of Panmure Gordon, VSA and the Company. The
result of the Placing will be announced as soon as practicable after the close
of the Bookbuild. The Placing is not being underwritten (in whole or in part)
by Panmure Gordon, VSA or any other person.
As part of the Placing, the Company is seeking to raise funds by the issue of
Ordinary Shares which are intended to be VCT qualifying ("the VCT Placing
Shares" and the "VCT Placing", each defined below). The VCT Placing Shares to
be issued pursuant to the VCT Placing will be capable of being a "qualifying
holding" for the purposes of investment by venture capital trusts to investors
seeking the benefit of tax advantages available to venture capital trusts, as
governed by HMRC. The VCT Placing Shares will be unconditionally issued to the
relevant Placees at First Admission (being one Business Day prior to the
anticipated date of Second Admission, as defined below). No assurance has been
obtained from HMRC that a subscription for Ordinary Shares is a "qualifying
holding" under VCT legislation.
The Placing is being conducted in two tranches comprising the VCT Placing and
Non-VCT Placing (each defined below).
The Retail Offer
The Retail Offer is not made subject to the terms and conditions set out in
the Appendix to this Announcement and instead will be made on the terms
outlined in the separate announcement to be made shortly.
The Retail Offer is also conditional, amongst other things, upon completion of
the Placing, but the Placing is not conditional on the Retail Offer.
Admission, settlement and CREST
The VCT Placing Shares will be allotted and issued pursuant to the VCT Placing
and are expected to be admitted to trading on the Aquis Apex exchange on or
around 15 February 2024 ("First Admission"). The Non-VCT Placing Shares will
be allotted and issued pursuant to the Non-VCT Placing and are expected to be
admitted to trading along with the Subscription Shares and Retail Offer Shares
on the Aquis Apex exchange on or around 16 February 2024 ("Second Admission").
The Placing, Retail Offer and Subscription will utilise the Company's existing
shareholder authorities to issue New Ordinary Shares on a non-pre-emptive
basis for cash.
First Admission and Second Admission are conditional, inter alia, upon the
Placing Agreement not having been terminated and becoming unconditional in
respect of the VCT Placing Shares and the Non-VCT Placing Shares.
Expected timetable of principal events
Announcement of the Placing 12 February 2024
Close of Placing and results of Placing and Subscription announced 12 February 2024
Announcement of Retail Offer 12 February 2024
Launch of Retail Offer via BookBuild platform 12 February 2024
Close of Retail Offer via BookBuild platform At 4.35 p.m. on or around 14 February 2024
Results of Retail Offer announced 14 February 2024
Admission and commencement of dealing in VCT Placing Shares At 8.00 a.m. on or around 15 February 2024
Admission and commencement of dealing in Non-VCT Placing Shares, Subscription At 8.00 a.m. on or around 16 February 2024
Shares and Retail Offer Shares
Each of the times and dates set out in the above timetable and mentioned in
this Announcement are subject to change by the Company, in which event details
of the new times and dates will be notified to Placees by the Joint Brokers or
by an announcement through a Regulatory Information Service, as the case may
be.
Terms and conditions of the Bookbuild are set out in the Appendix below.
The capitalised terms not otherwise defined in the text of this announcement
are defined in the Appendix below.
This summary should be read in conjunction with the full text of the following
announcement.
For further information, please contact:
Equipmake Via St Brides Partners
Ian Foley, Founder and CEO
Steven McGillivray, CFO
Panmure Gordon (Corporate Adviser and Joint Broker) Tel: +44 (0)20 7886 2500
James Sinclair-Ford / Freddie Twist / Joseph Tan
Hugh Rich / Sam Elder
VSA Capital Limited (Joint Broker) Tel +44 (0)20 3005
5000
Simon Barton / David Scriven / Simba Khatai / Alex Cabral
St Brides Partners (Financial PR Adviser) Tel: +44 (0)20 7236 1177
Susie Geliher / Paul Dulieu equipmake@stbridespartners.co.uk
About Equipmake
Equipmake is the UK-based engineering specialist pioneering the development
and production of electrification products which are used across the
automotive, aerospace and other sectors in support of the transition from
conventional fossil-fuelled to zero-emission powertrains.
Equipmake produces ultra-high performance electric motors and complete EV
drivetrains and ultra-fast power electronic systems. As well as developing
proprietary technology - such as an ultra-compact, lightweight high
performance spoke motor - it also offers bespoke R&D solutions.
Equipmake has developed a vertically integrated solution providing fully
bespoke solutions. The Company has built a significant pipeline of
opportunities, as demand for electric vehicles increases as part of the global
decarbonisation movement.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO
PUBLIC OFFERING OF THE PLACING SHARES (BEING TOGETHER (i) THE "VCT PLACING
SHARES", BEING NEW ORDINARY SHARES TO BE ISSUED TO VCT OR EIS INVESTORS; AND
(ii) THE "NON-VCT PLACING SHARES", BEING NEW ORDINARY SHARES TO BE ISSUED TO
NON-VCT OR NON-EIS INVESTORS) IN EQUIPMAKE HOLDINGS PLC (THE "COMPANY")) WILL
BE MADE. THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED
ONLY AT PERSONS SELECTED BY PANMURE GORDON (UK) LIMITED ("PANMURE GORDON") AND
VSA CAPITAL LIMITED ("VSA") (PANMURE GORDON AND VSA BEING, TOGETHER, THE
"JOINT BROKERS") WHO ARE PERSONS ("PLACEES") 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) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS",
AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU)
2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") AND
(B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS, AS
DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (ACTING AS PRINCIPAL OR
IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (AS AMENDED) ("FSMA") APPLIES) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK
PROSPECTUS REGULATION") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (A)
AND (B) (I) BEING "QUALIFIED INVESTORS"); AND WHO ARE PERSONS 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 "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR
(III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS DOCUMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES
LAWS OF ANY JURISDICTION ("RESTRICTED JURISDICTION").
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES OF AMERICA. THIS DOCUMENT IS NOT AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES
ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED
AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS DOCUMENT, WILL
NOT BE ACCEPTED.
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS DOCUMENT HAS NOT BEEN APPROVED BY THE AQUIS EXCHANGE, NOR IS
IT INTENDED THAT IT WILL BE SO APPROVED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF THE
PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND
INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING
SHARES. THE DISTRIBUTION OF THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION
CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY
PERSON INTO WHOSE POSSESSION THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION
CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company or ether of the Joint Brokers or any
of their respective affiliates, agents, directors, officers, consultants, or
employees that would permit an offer of the Placing Shares or possession or
distribution of this document or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation from the requirement to produce a prospectus. In
the United Kingdom, this document is being directed solely at persons in
circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, or any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this document. Any representation to the contrary is a criminal
offence in the United States.
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 or the South
African Reserve Bank; 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 Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction in which such offer,
sale, resale or delivery would be unlawful.
Details of the Placing Agreement and the Placing Shares
The Joint Brokers and the Company entered into a Placing Agreement earlier
today, under which the Joint Brokers have, on the terms and subject to the
conditions set out therein, undertaken to use their respective reasonable
endeavours to procure subscribers for the Placing Shares at the Placing Price,
in order to raise c.£3.2 million in gross proceeds. The Placing is not being
underwritten by Panmure Gordon, VSA or any other person.
The VCT Placing Shares are expected to be issued on or around 15 February
2024. The Non-VCT Placing Shares are expected to be issued on or around 16
February 2024. The Placing Shares will, when issued, be subject to the
articles of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of Ordinary Shares after the date of
issue of the Placing Shares.
The Placing Shares will trade under EQIP with ISIN GB00BMBVXB73.
Application for admission to trading of the Placing Shares
Application will be made to AQSE for admission of the VCT Placing Shares to
trading on AQSE with admission of the VCT Placing Shares expected to take
place on 15 February 2024 ("First Admission").
Application will be made to AQSE for admission of the Non-VCT Placing Shares
to trading on AQSE with admission of the Non-VCT Placing Shares expected to
take place on 16 February 2024 ("Second Admission").
Placing
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 principal terms of the Placing
are as follows, and in this Announcement, any reference to the "Joint Brokers"
may mean either one of them:
1. The Joint Brokers are arranging the Placing as agents
for, and joint brokers to, the Company. Panmure Gordon is regulated by the FCA
and is 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 for providing the protections afforded to its
customers or for providing advice in relation to the matters described in this
Announcement. VSA is regulated by the FCA and is 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 for
providing the protections afforded to its customers or for providing advice in
relation to the matters described in this Announcement.
2. The price payable for the Placing Shares is fixed at
6 pence (the "Placing Price").
3. The number of Placing Shares to be issued at the
Placing Price under the Placing will be agreed between the Joint Brokers and
the Company.
4. Participation in the Placing is only available to
persons who are lawfully able to be, and have been, invited to participate by
the Joint Brokers. The Joint Brokers are entitled to participate in the
Placing as principal.
5. Each Placee's allocation has been or will be
confirmed to Placees orally, or in writing (which can include email), by the
Joint Brokers and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. The Joint Brokers' oral or written confirmation
will give rise to an irrevocable, legally binding commitment by that person
(who at that point becomes a Placee), in favour of the Joint Brokers (as the
case may be) and the Company, under which it agrees to acquire by subscription
the number of Placing Shares allocated to it at the Placing Price and
otherwise on the terms and subject to the conditions set out in this
Announcement and in accordance with the Company's articles of association.
Except with the Joint Brokers' consent, such commitment will not be capable of
variation or revocation.
6. As noted above, each Placee's allocation will, unless
otherwise agreed between the Placee and the Joint Brokers (as the case may
be), be evidenced by a trade confirmation or contract note issued to each such
Placee by the Joint Brokers. The terms and conditions of this Announcement
(including this Appendix) will be deemed to be incorporated in that trade
confirmation, contract note or such other confirmation 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 from the time
at which it is issued.
7. Each Placee will have an immediate, separate,
irrevocable, and binding obligation, owed to the relevant Joint Broker (as
agent for the Company), to pay to such Joint Broker (or as such Joint Broker
may direct) in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares such Placee has agreed to acquire, and
the Company has agreed to allot and issue to that Placee.
8. Except as required by law or regulation, no press
release or other announcement will be made by the Joint Brokers or the Company
using the name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
9. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to be made at
the same time, on the basis explained below under "Registration and
Settlement".
10. All obligations of the Joint Brokers under the Placing
will be subject to fulfilment of the conditions referred to below "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".
11. 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.
12. To the fullest extent permissible by law and the
applicable rules of the FCA, neither the Joint Brokers, nor any of their
respective Affiliates or any of their officers, directors, employees,
consultants or agents, shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing. Each
Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and the Joint Brokers and their
respective Affiliates and officers, directors, employees, consultants or
agents shall have no liability to the Placees for the failure of the Company
to fulfil those obligations. In particular, neither of the Joint Brokers nor
any of their respective Affiliates shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of the Joint
Brokers' conduct of the Placing.
Conditions of the VCT Placing
The Joint Brokers' obligations under the Placing Agreement in respect of,
amongst other things, the VCT Placing are conditional on, inter alia:
1. the release of this Announcement to a Regulatory
Information Service by no later than 5:00 p.m. on 12 February 2024;
2. the Placing Results Announcement (as defined in the
Placing Agreement) having been released to a Regulatory Information Service by
no later than 8.00 a.m. on 13 February 2024;
3. the delivery by the Company to the Joint Brokers of
certain documents required under the Placing Agreement;
4. the Company having fully performed its obligations
under the Placing Agreement that fall to be performed prior to First
Admission;
5. none of the warranties or undertakings given in the
Placing Agreement being untrue or inaccurate or misleading in any respect at
any time before First Admission, and no fact or circumstance having arisen
which would constitute a breach of any of the warranties or undertakings given
in the Placing Agreement on the dates on which they are given or would have
rendered any of the warranties or undertakings given in the Placing Agreement
untrue, incorrect or misleading if such fact or circumstance had occurred
before the date of the Placing Agreement;
6. Admission of the VCT Placing Shares becoming
effective on or before 15 February 2024 (or such later date as the Company and
the Joint Brokers may agree, not being later than 5.00 p.m. on the First Long
Stop Date); and
7. the Placing Agreement not having been terminated by
the Joint Brokers prior to First Admission.
In the event that the VCT Placing proceeds, but the Non-VCT Placing does not
proceed for any reason, this shall not affect the VCT Placing or First
Admission.
Conditions of the Non-VCT Placing
The Joint Brokers' obligations under the Placing Agreement in respect of,
amongst other things, the Non-VCT Placing are conditional on, inter alia:
8. completion of the VCT Placing;
9. the delivery by the Company to the Joint Brokers of
certain documents required under the Placing Agreement prior to Second
Admission;
10. the Company having fully performed its obligations under
the Placing Agreement to the extent that fall to be performed prior to Second
Admission;
11. none of the warranties or undertakings given in the
Placing Agreement being untrue or inaccurate or misleading in any respect at
any time before Second Admission, and no fact or circumstance having arisen
which would constitute a breach of any of the warranties or undertakings given
in the Placing Agreement on the dates on which they are given or would have
rendered any of the warranties or undertakings given in the Placing Agreement
untrue, incorrect or misleading if such fact or circumstance had occurred
before the date of the Placing Agreement;
12. Admission of the Non-VCT Placing Shares becoming
effective on or before 16 February 2024 (or such later date as the Company
and the Joint Brokers may agree, not being later than 5.00 p.m. on the Second
Long Stop Date) and
13. the Placing Agreement not having been terminated by the
Joint Brokers prior to Second Admission.
If: (i) any of the conditions contained in the Placing Agreement, including
but not limited to those described above, are not fulfilled or (where
applicable) waived by the Joint Brokers by the respective time or date where
specified (or such later time or date as the Joint Brokers may notify to the
Company (being not later than the First Long Stop Date in respect of the VCT
Placing, or the Second Long Stop Date in respect of the Non-VCT Placing)) or
(ii) any of such conditions becomes incapable of being fulfilled, the Placing
will not proceed and the Placees' rights and obligations hereunder in relation
to the Placing Shares shall cease and terminate at such time and each Placee
agrees that no claim can be made by the Placee in respect thereof. In the
event that the VCT Placing proceeds, but the Non-VCT Placing does not proceed
for any reason, this shall not affect the VCT Placing or the admission of the
VCT Placing Shares.
The Joint Brokers may, at their discretion and upon such terms as they think
fit, waive, or extend the period for, compliance by the Company with the whole
or any part of any of the Company's obligations in relation to the conditions
in the Placing Agreement, save that the condition relating to the admission of
the VCT Placing Shares taking place by the First Long Stop Date may not be
waived and the condition relating to the admission of the Non-VCT Placing
Shares taking place by the Second Long Stop Date may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement or its Appendix. Placees will have no rights against the Joint
Brokers, the Company or any of their respective Affiliates under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise.
Neither of the Joint Brokers, the Company nor any of their respective
Affiliates or officers, directors, employees, consultants or agents 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 Joint Brokers.
Right to terminate the Placing Agreement
The Joint Brokers are entitled to terminate the Placing Agreement at any time
prior to each of First Admission or Second Admission (as the case may be) by
giving notice to the Company in certain circumstances, including, inter alia:
14. the Company is in breach of any provision of the Placing
Agreement which is material in the context of the Placing, or with the
requirements of any laws or regulations (including UK MAR, FSMA or the AQSE
Rules) in relation to the Placing;
15. the Joint Brokers becoming aware of any circumstance
which results in any of the warranties given in the Placing Agreement being
untrue or inaccurate or misleading when given at the date of the Placing
Agreement or which results in or might in the opinion of the Joint Brokers
results in any of the warranties being untrue or inaccurate or misleading when
deemed given;
16. it should come to the notice of the Joint Brokers that
any statement contained in any of the Placing Documents (as defined in the
Placing Agreement) is untrue or inaccurate which the Joint Brokers consider to
be material or misleading or that matters have arisen which would, if the
Placing Documents were issued at that time, constitute an omission therefrom
which the Joint Brokers considers to be material, and such matter may not, in
the opinion of the Joint Brokers be addressed by the publication of a further
document or the making of an announcement;
17. in the opinion of the Joint Brokers there has occurred
any material adverse change in the condition (financial, operational, legal or
otherwise) of the Company and/or any other member of the Group whether or not
arising in the ordinary course;
18. in the opinion of the Joint Brokers, there shall
develop, occur or come into effect, a suspension or cancellation by the Aquis
Exchange of trading in the Company's securities;
19. the application for either First Admission or Second
Admission being refused by AQSE; or
20. there having occurred or, in the opinion of the Joint
Brokers it being reasonably likely that there will occur any material adverse
change in the financial markets in the United Kingdom, or economic, monetary
or market conditions which would have a material impact on the business and
operations of the Company.
If the Placing Agreement is terminated prior to the First Admission then the
Placing will not occur. If the Placing Agreement is terminated after First
Admission but before Second Admission, this will not affect the VCT Placing or
First Admission.
In the event of one Joint Broker seeking to terminate the Placing Agreement,
the other Joint Broker may elect to proceed with the Placing and the Placing
Agreement will not terminate in such circumstances. Appropriate
announcements will be made in such circumstances.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree 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 Placees in this regard
and that neither of the Joint Brokers nor any of their respective Affiliates
shall have any liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of a prospectus in the United Kingdom or any
equivalent document in any other jurisdiction. No offering document or
prospectus has been or will be submitted to be approved by the FCA or AQSE in
relation to the Placing or the Placing Shares, and Placees' commitments will
be made solely on the basis of the information contained in this Announcement
(including this Appendix) and the business and financial information that the
Company is required to publish in accordance with the AQSE Rules (the
"Exchange Information") or which it has otherwise announced by means of a
Regulatory Information Service ("Publicly Available Information"). 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 that it has neither received nor relied on any other information
(other than the Exchange Information/Publicly Available Information),
representation, warranty, or statement made by or on behalf of the Company or
the Joint Brokers or any other person and neither of the Joint Brokers, or the
Company nor any other person will be liable for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or statement must
not be relied upon as having been authorised by the Joint Brokers or the
Company or their respective officers, directors, employees or agents. 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. Neither the Company nor the Joint Brokers are
making any undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. No Placee should consider any information in this
Announcement to be or constitute legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser for
independent legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within CREST. Each
Placee will be deemed to agree that it will do all things necessary to ensure
that delivery and payment is completed as directed by the Joint Brokers in
accordance with the standing CREST settlement instructions which they have in
place with the Joint Brokers.
Settlement of transactions in the Placing Shares (ISIN:GB00BMBVXB73) following
Admission will take place within the system administered by Euroclear UK &
International Limited ("CREST") provided that, subject to certain exceptions,
the Joint Brokers each reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees by such
other means that it deems necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement of the VCT Placing Shares will be on 15
February 2024 unless otherwise notified by the Joint Brokers and First
Admission is expected to occur by 15 February 2024 or such later time as may
be agreed between the Company and Joint Brokers, not being later than the
First Long Stop Date.
It is expected that settlement of the Non-VCT Placing Shares will be on 16
February 2024 unless otherwise notified by Joint Brokers and Admission is
expected to occur by 16 February 2024 or such later time as may be agreed
between the Company and Joint Brokers, not being later than the Second Long
Stop Date.
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 that Placee on such Placee's behalf and retain from the proceeds,
for such Joint Broker's account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable and shall indemnify the Joint
Brokers on demand for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on the Joint Brokers such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the Joint Brokers lawfully take in
pursuance of such sale. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that any form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither the Joint Brokers,
nor the Company will be liable in any circumstances for the payment of stamp
duty, stamp duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to each of
the Joint Brokers (for themselves and on behalf of the Company):
21. that it has read and understood this Announcement,
including this Appendix, in its entirety and that 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 herein and undertakes not to redistribute or
duplicate this Announcement;
22. any decision for a Placee's allocation to be allocated
to the VCT Placing or Non-VCT Placing (or to have an allocation split between
the VCT Placing and Non-VCT Placing) is entirely at the discretion of the
Company and the Joint Brokers;
23. that the shares in the capital of the Company are
admitted to the trading on AQSE, and the Company is therefore required to
publish the Exchange Information, 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 Exchange
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;
24. that its obligations are irrevocable and legally binding
and shall not be capable of rescission or termination by it in any
circumstances;
25. that the exercise by either or both of the Joint Brokers
of any right or discretion under the Placing Agreement shall be within the
absolute discretion of the Joint Brokers and neither Joint Broker need have
any reference to it and shall have no liability to it whatsoever in connection
with any decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Joint Brokers or the Company,
or any of their respective officers, directors, consultants or employees,
under the Placing Agreement pursuant to the Contracts (Rights of Third Parties
Act) 1999;
26. that these terms and conditions represent the whole and
only agreement between it, the Joint Brokers and the Company in relation to
its participation in the Placing and supersedes any previous agreement between
any of such parties in relation to such participation. Accordingly, each
Placee, in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement, the Exchange Information and the Publicly Available Information,
such information being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Each Placee agrees that neither the
Company, the Joint Brokers, nor any of their respective officers, directors,
employees, consultants or agents will have any liability for any such other
information, representation or warranty, express or implied;
27. that in the case of any Placing Shares acquired by it as
a financial intermediary, as that term is used in the UK Prospectus
Regulation: (i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom or any Member State of the
European Economic Area other than Qualified Investors or in circumstances in
which the prior consent of the Joint Brokers 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 or any member state of the EEA 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;
28. that neither it nor, as the case may be, its clients
expect the Joint Brokers to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book, and that
neither of the Joint Brokers are acting for it or its clients, and that
neither of the Joint Brokers will be responsible for providing the protections
afforded to customers of the Joint Brokers or for providing advice in respect
of the transactions described herein;
29. that it has made its own assessment of the Placing
Shares and has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing and
neither the Joint Brokers or the Company nor any of their respective
Affiliates, agents, directors, officers, consultants or employees or any
person acting on behalf of any of them has provided, and will not provide, it
with any material regarding the Placing Shares or the Company or any other
person other than the information in this Announcement or the Publicly
Available Information; nor has it requested the Joint Brokers, the Company or
any of their respective Affiliates, agents, directors, officers, consultants
or employees or any person acting on behalf of any of them to provide it with
any such information;
30. that the only information on which it is entitled to
rely on and on which it has relied upon in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the Placing
based on this Announcement and the Publicly Available Information;
31. that neither of the Joint Brokers, nor the Company nor
any of their respective Affiliates, agents, directors, officers, consultants
or employees has made any representation or warranty to it, express or
implied, with respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this Announcement or the Publicly
Available Information;
32. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling efforts" as
defined in Regulation S;
33. that, unless specifically agreed with the Joint Brokers,
it is not and was not acting on a non-discretionary basis for the account or
benefit of a person located within the United States at the time the
undertaking to subscribe for Placing Shares was given and it is not acquiring
Placing Shares with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any Placing Shares into the United
States and it will not reoffer, resell, pledge or otherwise transfer the
Placing Shares except pursuant to an exemption from the registration
requirements of the Securities Act and otherwise in accordance with any
applicable securities laws of any state or jurisdiction of the United States;
34. that it is not a national or resident of Canada,
Australia, the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, the Republic of
South Africa or Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in Canada,
Australia, the Republic of South Africa or Japan or to or for the benefit of
any person resident in Canada, Australia, the Republic of South Africa or
Japan and each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered by the
Australian Securities and Investments Commission or Japanese Ministry of
Finance and that the Placing Shares are not being offered for sale and may not
be, directly or indirectly, offered, sold, transferred or delivered in or into
Canada, Australia, the Republic South Africa or Japan;
35. that it does not have a registered address in, and is
not a citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is not acting
on a non-discretionary basis for any such person;
36. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not, directly or
indirectly, distribute, forward, transfer or otherwise transmit, any
presentation or offering materials concerning the Placing or the Placing
Shares to any persons within the United States;
37. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as the
Joint Brokers may in their discretion determine and without liability to such
Placee;
38. that it is entitled to subscribe for Placing Shares
under the laws of all relevant jurisdictions which apply to it and that it has
fully observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or the Joint Brokers or any of their respective directors,
officers, consultants, employees or agents acting in breach of any regulatory
or legal requirements of any territory in connection with the Placing or its
acceptance;
39. that it has obtained all necessary consents and
authorities to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
40. that where it is acquiring Placing Shares for one or
more managed accounts, it is authorised in writing by each managed account:
(a) to acquire the Placing Shares for each managed account; (b) to make on its
behalf the representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and this Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by the Joint Brokers;
41. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience in matters
relating to investments and who are investment professionals) of the FPO; or
(b) a person of a kind described in paragraph 2 of Article 49 (high net worth
companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the FPO; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
42. that, unless otherwise agreed by the Joint Brokers, it
is a qualified investor (as defined in section 86(7) of FSMA);
43. that, unless otherwise agreed by the Joint Brokers, it
is a "professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
44. 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;
45. that any money held in an account with either of the
Joint Brokers (or a nominees of a Joint Broker) on its behalf and/or any
person acting on its behalf will not be treated as client money within the
meaning of the rules and regulations of the FCA. Each Placee further
acknowledges that the money will not be subject to the protections conferred
by the FCA's client money rules. As a consequence, this money will not be
segregated from the relevant Joint Broker's (or its nominee's) money in
accordance with such client money rules and will be used by the Joint Broker
in the course of its own business and each Placee will rank only as a general
creditor of the Joint Broker;
46. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its ordinary
shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;
47. that it is not, and it is not acting on behalf of, a
person falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection (1) of
section 96 of the Finance Act 1986;
48. that it will not deal or cause or permit any other
person to deal in all or any of the Placing Shares which it is subscribing for
and/or purchasing under the Placing unless and until Admission becomes
effective;
49. that it appoints irrevocably any director of the Joint
Brokers as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary to enable
it to be registered as the holder of the Placing Shares;
50. that, as far as it is aware, it is not acting in concert
(within the meaning given in The City Code on Takeovers and Mergers) with any
other person in relation to the Company;
51. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the Joint Brokers,
nor the Company has considered its particular objectives, financial situation
and needs;
52. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares and is aware that it may be required to bear, and it, and any accounts
for which it may be acting, are able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing;
53. that it will indemnify and hold the Company and the
Joint Brokers and their respective Affiliates, officers, directors, employees,
consultants and agents 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 Appendix and further
agrees that the Company and the Joint Brokers will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or accurate,
the Placee shall promptly notify the Joint Brokers and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee pursuant to this Announcement (including this Appendix) are given to
the Joint Brokers for themselves and on behalf of the Company and will survive
completion of the Placing and Admission;
54. that time shall be of the essence as regards obligations
pursuant to this Appendix;
55. that it is responsible for obtaining any legal,
financial, tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the Company or the
Joint Brokers to provide any legal, financial, tax or other advice to it;
56. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Joint Brokers shall
notify it of such amendments;
57. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, and UK MAR, (ii) in connection with money
laundering and terrorist financing, it has complied with its obligations under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it
is not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Joint
Brokers such evidence, if any, as to the identity or location or legal status
of any person which the Joint Brokers may request from it in connection with
the Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by the Joint
Brokers on the basis that any failure by it to do so may result in the number
of Placing Shares that are to be subscribed for by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as the Joint
Brokers may decide in their absolute discretion;
58. that it will not make any offer to the public of those
Placing Shares to be subscribed for by it for the purposes of the Prospectus
Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules
Instrument 2019 (FCA 2019/80);
59. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its own account
as principal or for a discretionary account or accounts (as to which it has
the authority to make the statements set out herein) for investment purposes
only and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client stockbroker or fund manager it confirms that in purchasing
the Placing Shares it is acting under the terms of one or more discretionary
mandates granted to it by private clients and it is not acting on an execution
only basis or under specific instructions to purchase the Placing Shares for
the account of any third party;
60. that it acknowledges that these terms and conditions and
any agreements entered into by it pursuant to these terms and conditions shall
be governed by and construed in accordance with the laws of England and Wales
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, except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with any interest chargeable thereon) may be
taken by the Company or the Joint Brokers in any jurisdiction in which the
relevant Placee is incorporated or in which its assets are located or any of
its securities have a quotation on a recognised stock exchange;
61. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an address notified
to the Joint Brokers;
62. that neither of the Joint Brokers owe no fiduciary or
other duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
63. that any of the Joint Brokers or their respective
Affiliates may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares;
64. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the Placing and it
has not received and will not receive a prospectus, admission document or
other offering document in connection with the Placing or the Placing Shares;
and
65. that if it has received any confidential price sensitive
information or inside information concerning the Company in advance of the
publication of this Announcement, it has not: (i) dealt in the securities of
the Company; (ii) encouraged, required, recommended or induced another person
to deal in the securities of the Company; or (iii) disclosed such information
to any person, prior to such information being made publicly available.
The Company, the Joint Brokers, and their respective Affiliates will rely upon
the truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Joint Brokers for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Joint Brokers.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or the Joint Brokers will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company, the Joint Brokers in the
event that any of the Company and/or the Joint Brokers have incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Joint Brokers
accordingly.
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 outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
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 the Joint Brokers or by any of their respective Affiliates
officers, directors, employees, consultants 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.
In this Announcement, the following words and expressions shall have the
following meanings:
Affiliate has the meaning given in Rule 50I(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings;
AQSE the AQSE Growth Market, a market operated by the Aquis Exchange;
AQSE Company Rules the AQSE Growth Market Apex Rulebook published by the Aquis Exchange (as
amended from time to time);
AQSE Corporate Adviser Rules the AQSE Corporate Adviser Handbook published by the Aquis Stock Exchange (as
amended from time to time);
AQSE Rules together, the AQSE Company Rules and the AQSE Corporate Adviser Rules;
Aquis Exchange Aquis Stock Exchange Limited;
EIS the Enterprise Investment Scheme as set out in the provisions of Part 5 of the
Income Tax Act 2006 and sections 150A to 150C (inclusive) and schedule 5B to
the Taxation of Capital Gains Act 1992;
FCA the Financial Conduct Authority;
First Long Stop Date 21 February 2024;
Non-VCT Placing the placing of the Non-VCT Placing Shares with Placees pursuant to the Placing
Agreement;
Non-VCT Placing Shares the new Ordinary Shares to be issued by the Company pursuant to the Placing to
Placees not seeking VCT or EIS tax relief on their investment;
Ordinary Shares the ordinary shares of £0.0001 each in the capital of the Company;
Placing the VCT Placing and the Non-VCT Placing;
Placing Agreement the placing agreement entered into today between the Company, Panmure Gordon
and VSA in relation to the Placing;
Regulatory Information Service any of the services set out in the list set out in the AQSE Rules;
Second Long Stop Date 22 February 2024;
UK MAR Regulation (EU) No 596/2014 as in force in the United Kingdom pursuant to the
European Union (Withdrawal) Act 2018, as amended;
VCT a venture capital trust for the purposes of Part 6 of the Income Tax Act 2007
and sections 151A and 151B of the Taxation of Capital Gains Act 1992;
VCT Placing the placing of the VCT Placing Shares with Placees pursuant to the Placing
Agreement; and
VCT Placing Shares the new Ordinary Shares to be issued by the Company pursuant to the Placing to
Placees seeking VCT and, if applicable, EIS tax relief on their investment.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment.
No statement in this Announcement is intended to be a profit forecast, and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go down as well as
up and Placees may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the Aquis Stock Exchange
Growth Market.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Product Governance Requirements
66. Solely for the purposes of the product governance
requirements contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Chapter 3 of the FCA
Handbook Production Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements"); and (c) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II and UK MiFID II;
and (d) local implementing measures (together, the "Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
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: (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties (each as defined in the
Product Governance Requirements); and (ii) eligible for distribution through
all distribution channels as are permitted by Product Governance Requirements
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
67. For the avoidance of doubt, the Target Market Assessment
does not constitute: (a) an assessment of suitability or appropriateness for
the purposes of the Product Governance Requirements; 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.
68. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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