REG - Facilities by ADF - Proposed Acquisition, Primary & Secondary Placing
22/08/2024 16:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240822:nRSV4815Ba&default-theme=true
RNS Number : 4815B Facilities by ADF plc 22 August 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER
DETAILS OF THE FUNDRAISING AND THE SALE ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW SHARES OF OR SALE SHARES IN FACILITIES BY ADF
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING AND THE SALE.
TERMS NOT OTHERWISE DEFINED HEREIN (INCLUDING THE APPENDIX TO THIS
ANNOUNCEMENT) SHALL HAVE THE MEANINGS GIVEN IN THE SECTION ENTITLED
"DEFINITIONS" OF THIS ANNOUNCEMENT.
22 August 2024
FACILITIES BY ADF PLC
("Facilities by ADF", "ADF", the "Company" and together with its subsidiaries
the "Group")
Proposed Acquisition of Autotrak Portable Roadways Limited
Proposed Placing and Retail Offer to raise gross proceeds of up to £10.5
million for the Group
Proposed Sale to raise gross proceeds of not less than £10.0 million for the
Selling Shareholders
Facilities by ADF (AIM: ADF), the leading provider of premium serviced
production facilities to the UK film and high-end television industry
("HETV"), is pleased to announce that it has conditionally agreed to acquire
the entire issued share capital of Autotrak Portable Roadways Limited for a
consideration of up to £21.3 million. In order to finance the Acquisition,
the Company proposes to raise gross proceeds of £10.0 million (before fees
and expenses) by way of a placing of 20,000,000 new Ordinary Shares at an
Issue Price of 50 pence per Ordinary Share.
In addition, the Selling Shareholders are seeking to raise not less than a
further £10.0 million through the sale of not less than 20,000,000 Existing
Ordinary Shares at the Issue Price.
Transaction Highlights
· Acquisition of Autotrak, one of the market-leading suppliers of
portable roadway and one of the largest privately owned suppliers of panels to
the film and TV sector in the UK, whilst also servicing festivals &
outdoor events and construction related industries for a client base of more
than 165 customers, for an aggregate consideration payable to the Vendors of
up to a maximum of £21.3 million:
o Initial consideration of £10.0 million on a cash-free-debt-free basis
in cash and 5,915,357 Consideration Shares.
o Contingent consideration deferred over three years from Completion of an
aggregate of up to approximately £4.2 million payable in cash in equal annual
tranches contingent on maintenance of forecast FY24 levels of adjusted EBITDA
performance from FY25 to FY27.
o Earnout consideration of up to approximately £4.0 million in aggregate
payable in cash in FY28 based on growth in adjusted EBITDA performance from
FY25 to FY27.
· In the year to 31 December 2023, Autotrak generated revenues of £8.3
million and adjusted underlying EBITDA((1)) of £4.3 million.
· The Acquisition is the next step in the delivery of the Group's
vision for ADF as a one-stop shop for film and HETV production, operating
across multiple businesses and run by talented local management and
accelerates ADF's diversification of product offering and customer base,
including across complementary industries.
· The Acquisition will be significantly earnings per share accretive
following integration into the Group.
· Placing with new and existing institutional and other investors to
raise gross proceeds of £10.0 million. The net proceeds of the Placing of
approximately £9.1 million will be applied towards the cash component of the
Initial Consideration.
· Two institutional investors have confirmed their intention to seek to
invest an aggregate £7.6 million in the Placing.
· Retail Offer to raise up to an additional £0.5 million at the Issue
Price which will provide ADF with additional capital with which to continue to
execute upon the Group's growth strategy.
· Sale of not less than 20,000,000 Sale Shares at the Issue Price on
behalf of the Selling Shareholders in order to meet strong institutional
demand.
· The Issue Price represents a discount of approximately 6.0 per cent.
to the closing mid-market price of an Ordinary Share of 53.0 pence on 21
August 2024 (being the latest practicable business day prior to this
Announcement).
· General Meeting to approve the Resolutions in connection with the
transaction to be held at the Company's offices at Kitsmead Lane, Longcross,
Lyne, Chertsey KT16 0EF at 10 a.m. on 9 September 2024.
· Following the passing of the Resolutions at the General Meeting,
Admission of the New Shares and completion of the Acquisition and the Sale are
expected to occur on or around 8.00 a.m. on 10 September 2024.
(1) adjusted earnings before interest, taxes, depreciation and amortisation
("EBITDA") and adjusted to reflect normalized and underlying FY23 adjusted
EBITDA in adjusted for the effects of in period industry strikes.
Cavendish is acting as nominated adviser, broker and sole bookrunner in
connection with the Acquisition, the Fundraising and the Sale. The Placing and
the Sale will be conducted by way of an accelerated bookbuild (the
"Accelerated Bookbuild"), which will be launched immediately following this
announcement, in accordance with the terms and conditions set out in the
appendix to this Announcement.
The timing for the close of the Accelerated Bookbuild and allocation of the
Placing Shares and the Sale Shares shall be at the absolute discretion of
Cavendish, in consultation with the Company. The final number of Placing
Shares to be issued pursuant to the Placing will be agreed by Cavendish and
the Company at the close of the Accelerated Bookbuild. The result of the
Placing and the Sale will be announced as soon as practicable thereafter.
Neither the Placing nor the Sale is being underwritten nor are they
conditional on the Retail Offer taking place. The Placing Shares and the Sale
Shares are not subject to scaleback and are not part of the Retail Offer.
Marsden Proctor, Chief Executive Officer of Facilities by ADF, commented:
"I am delighted to announce the conditional acquisition of Autotrak, which
marks a material step in our stated strategy of being the provider of choice
for the HETV & film industry across a diversified product and service
offering. The Acquisition will therefore be a further endorsement of ADF's
aspirations of generating £100m of revenues in the medium term.
"ADF already has an excellent working relationship with Autotrak which has
provided demonstrable evidence of the strong cultural and technological fit
which will be of great benefit to the enlarged Group's customers."
Michael Fox, Managing Director of Autotrak, said:
"By joining the ADF family, we at Autotrak believe that ADF's expertise in the
film and TV sector will positively influence our day-to-day operations,
enhancing the value we deliver to our customers. Aligning with ADF's vision of
industry leadership, for everyone at Autotrak, this integration represents an
exciting opportunity to expand our reach and influence".
Further information on the Fundraising and the Sale, including the expected
timetable of principal events, is set out below. This Announcement should be
read in its entirety.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Marsden Proctor, a Director of the Company.
For further enquiries:
Facilities by ADF plc via Alma
Marsden Proctor, Chief Executive Officer
Neil Evans, Chief Financial Officer
John Richards, Chairman
Cavendish Capital Markets Limited Tel: +44 (0)20 7220 0500
Nominated Adviser, Broker and Sole Bookrunner
Ben Jeynes / George Lawson / Hamish Waller - Corporate Finance
Michael Johnson / George Budd / Sunila de Silva - Sales and ECM
Alma Strategic Communications Tel: +44 (0)20 3405 0205
Josh Royston facilitiesbyadf@almastrategic.com (mailto:facilitiesbyadf@almastrategic.com)
Hannah Campbell
Robyn Fisher
Introduction
The Company announces that it has conditionally agreed to acquire 100 per
cent. of the issued share capital of Autotrak and that it is seeking to raise
£10.5 million (before expenses and assuming that the Retail Offer is fully
subscribed) by way of the Fundraising, comprising the Placing to raise gross
proceeds of £10.0 million and the Retail Offer to raise gross proceeds of up
to £0.5 million.
The Acquisition is expected to be significantly earnings per share accretive
following integration into the Group and the net proceeds of the Placing of
approximately £9.1 million will be applied towards the cash component of the
Initial Consideration for the Acquisition.
The Board recognises and is grateful for the continued support received from
its Shareholders and is pleased to offer Retail Shareholders in the UK the
opportunity to participate in the Fundraising through the Retail Offer. The
Retail Offer is being conducted via the Bookbuild Platform. The maximum amount
that can be raised through the Retail Offer is £0.5 million (before expenses
and assuming full take up of the Retail Offer) through the issue of up to
1,000,000 Retail Offer Shares at the Issue Price. A separate announcement will
be made shortly regarding the Retail Offer and its terms. The Placing and the
Sale are not conditional upon the Retail Offer. For the avoidance of doubt,
the Retail Offer forms no part of the Placing or the Sale. The net proceeds of
the Retail Offer will provide ADF with additional capital with which to
continue to execute upon the Group's growth strategy.
Under the terms of the Acquisition, the Company has agreed to acquire 100 per
cent. of Autotrak's issued share capital and will pay the Initial
Consideration of £10.0 million on Completion in cash on a cash-free-debt-free
basis together with share based consideration of £3.1 million to be settled
through the issue of the Consideration Shares at an effective issue price of
52.54 pence per Consideration Share. The issue price of the Consideration
Shares has been calculated as the volume weighted average of the closing
mid-market prices of the Company's Ordinary Shares over the five days prior to
the signature of the Acquisition Agreement.
The Contingent Consideration of approximately £4.2 million will be payable in
cash and deferred over a three year period subject to the maintenance of
forecast FY24 levels of adjusted EBITDA from FY25 to FY27 and the Earnout
Consideration of up to approximately £4.0 million may be payable in cash in
FY28 should growth in adjusted EBITDA performance from FY25 to FY27 meet
defined hurdles. Further details regarding the terms of the Acquisition are
set out in the section headed 'Terms of the Acquisition' below.
The New Shares represent approximately 33.3 per cent. of the Existing Ordinary
Shares, and approximately 25.0 per cent. of the Enlarged Share Capital
(assuming, in each case, that all of the Placing Shares are subscribed for and
the Retail Offer is fully subscribed). The Issue Price represents
approximately a 6.0 per cent. discount to the closing mid-market price of 53.0
pence per Ordinary Share on 21 August 2024, being the latest practicable
business day prior to this Announcement.
The Fundraising is conditional upon, inter alia, Shareholders approving the
Resolutions at the General Meeting, compliance by the Company in all material
respects with its obligations under the Placing Agreement and the occurrence
of Admission. In the event that the Resolutions are not passed, the
Fundraising will not proceed and the Company will not be able to complete the
Acquisition. The Sale is conditional, inter alia, on completion of both the
Placing and the Acquisition.
The Company will require additional share authorities to allot the New Shares.
Accordingly, the Placing, Retail Offer and the Acquisition are each
conditional, inter alia, upon Shareholders approving the Resolutions at the
General Meeting, notice of which is set out at the end of the Circular.
Subject to the passing of the Resolutions, Admission is expected to occur at
8.00 a.m. on 10 September 2024 (or such later time and/or date as Cavendish
and the Company may agree, not being later than the Longstop Date) and
Completion will take place on Admission. Assuming the Resolutions are passed
by Shareholders at the General Meeting, and Admission occurs, the New Shares
will rank pari passu in all respects with the Existing Ordinary Shares and
will rank in full for all dividends and other distributions declared, made or
paid on the New Shares after Admission.
The Circular will be posted to Shareholders following the closing of the
Placing and will contain further details on the Acquisition and the
Fundraising, explaining why the Directors consider the Acquisition and the
Fundraising to be in the best interests of the Company and its Shareholders as
a whole. A notice of the General Meeting will accompany the Circular,
containing further details.
In addition, the Selling Shareholders are also seeking to raise a further
£10.0 million through the sale of not less than 20,000,000 Existing Ordinary
Shares at the Issue Price pursuant to the Sale.
Background to, reasons for and Benefits of the Acquisition
Facilities by ADF plc is the leading provider of premium serviced production
facilities to the UK film and HETV. Its production fleet is made up of 700
premium mobile make-up, costume and artiste trailers, production offices,
mobile bathrooms, diners, school rooms and technical vehicles.
The Group remains committed to growth with an ambition to increase its revenue
to £100 million in the medium term and the goal of becoming a one stop shop
for film and HETV production through both organic growth as well as through
appropriate acquisitions.
In FY23, ADF officially opened its flagship central hub at Longcross, Surrey,
highlighting the Group's commitment to its growth strategy and added 133 units
to its fleet, predominantly in the first half of the year, bringing the total
to 703 units by the end of the financial year.
In November 2022, ADF acquired Location One Ltd, the UK's largest integrated
TV and film location service and equipment hire company, bringing highly
complementary services and providing cross selling opportunities to the
enlarged Group, as well as delivering efficiencies through central services.
Since its acquisition, Location One has opened new branches at Longcross,
Bridgend, and Glasgow and the enlarged Group is now cross-selling to an
increasing number of HETV and film companies in the UK, delivering services in
a more efficient way, and moving the Group closer to its goal of becoming a
one stop shop for film and HETV production.
The Acquisition represents the next step in the delivery of the Group's stated
strategy and is strategically important for the continued development of the
Group - bringing both commercial and corporate benefits.
The Acquisition will further diversify ADF's product offering and end customer
base, enabling ADF to leverage significant additional cross-selling
opportunities across productions and additional events such as festivals and
outdoor events not currently serviced by the Group.
The Acquisition is expected to be significantly earnings per share accretive
post Autotrak's integration into the Group and would result in an enlarged
group with pro-forma FY23 revenue of £43.1 million and FY23 pro-forma
adjusted EBITDA of £11.7 million - despite the well documented impact of
industry strikes during FY23.
Information on Autotrak
Autotrak, headquartered in the UK, is one of the market-leading suppliers of
portable roadway to many of the world's largest production companies and
streaming platforms in the TV & Film industry. Autotrak supplies a range
of aluminium and plastic panels and flooring to festivals and other events and
the construction sector, as well as the TV & Film industry. Autotrak has
expanded significantly in recent years through investment in its capacity of
panels and installation vehicles, with £6.0 million invested in panel
inventory between 2019 and 2023, taking total panel inventory to over 17,600.
Following Completion, Autotrak will become a subsidiary of the Company and
Michael Fox (Managing Director of Autotrak), Maria Fox (Founding Partner of
Autotrak), Timothy Fox (Operations Director of Autotrak) and Nick Russell
(Business Development Manager) will stay within the Group and continue as
employees and in leading the Autotrak business.
In its unaudited results for the financial year ended 31 December 2023,
Autotrak reported turnover of £8.3 million and adjusted EBITDA of £4.3
million. In its unaudited results for the financial year ended 31 December
2022, Autotrak reported turnover of £9.5 million and adjusted EBITDA of £4.3
million.
Facilities by ADF Current trading and prospects
As announced on 26 April 2024, the Group reported a robust financial
performance for the year ended 31 December 2023, with revenue of £34.8m and
adjusted EBITDA of £7.3m, reflecting a record first half of the year as the
Group worked on larger and longer productions. The announcement highlighted
the following audited financials.
· FY23 Group revenues of £34.8 million (2022: £31.4 million);
· FY23 Adjusted EBITDA of £7.3 million (2022: £8.0 million);
· FY23 Adjusted EBITDA margin of 21 per cent. (2022: 25 per cent.); and
· FY23 Earnings per share of 0.99p (2022: 6.1p).
Note: Adjusted EBITDA is the adjusted profit before tax, prior to the addition
of finance income and deduction of depreciation, amortisation, and finance
expenses. The adjusted EBITDA measurement removes non-recurring, irregular and
one-time items that may distort EBITDA.
Following the end of the strikes in November 2023, and the continued growth in
demand for ADF's services as evidenced by the current order book, the Company
expects the financial performance in the six months ended 30 June 2024
("H1-FY24") to be significantly ahead of the H2-FY23.
Although the impact of the strikes on the film and HETV industry has carried
on into the first few months of 2024, with producers having to reorganise the
schedules of all relevant parties, ADF expects the situation will continue to
normalise as the first half of the year progresses before returning to a full
second half, more in line with pre-strike levels. Underlying market drivers
still provide high confidence that the demand for ADF's services will continue
to expand over the medium to long term.
At 31 December 2023, the Company had cash balances of approximately £3.5
million and, subject to review, the Company currently expects to report
unaudited H1-FY24 revenues of approximately £15.2 million and H1-FY24
adjusted EBITDA of approximately £2.5 million.
The Group remains committed to growth and will continue to review acquisition
opportunities in line with its strategy.
Use of proceeds
The net proceeds from the Placing, expected to be approximately £9.1 million,
will be applied towards the cash component of the Initial Consideration.
Additional proceeds raised pursuant to the Retail Offer will provide
additional resources with which the Company can continue to execute upon the
Group's growth strategy.
Terms of the Acquisition
The Company has entered into the Acquisition Agreement with the Vendors
pursuant to which it has conditionally agreed to acquire 100 per cent. of the
entire issued share capital of Autotrak for an Initial Consideration
consisting of £10.0 million on a cash-free-debt-free basis (subject to
certain post-completion net-cash adjustments) in cash and the issue of
5,915,357 Consideration Shares to the Vendors and future Contingent
Consideration and Earnout Consideration as further described below.
The Company and Cavendish have entered into a lock-in agreement with each of
the Vendors, pursuant to which it has been agreed that:
· Maria Fox and Michael Fox shall not dispose of, in aggregate,
1,774,607 of their Consideration Shares (being 50% of their aggregate
Consideration Shares) for a period of 24 months from the date of Admission. It
has also been agreed that 1,774,607 of their Consideration Shares (being the
remaining 50% of their aggregate Consideration Shares) will only be dealt
through the Company's nominated broker for a period of 12 months following
Admission with a view to maintaining an orderly market; and
· Timothy Fox and Nick Russell shall not dispose of, in aggregate,
2,336,143 of their Consideration Shares (being 100% of their aggregate
Consideration Shares) for a period of 24 months from the date of Admission.
The Contingent Consideration of approximately £4.2 million is to be paid to
the Vendors in cash in equal annual tranches for three years from Completion
and is contingent on Autotrak maintaining adjusted EBITDA of not less than
£4.4 million in each of the years ending 31 December 2025 ("FY25"), 31
December 2026 ("FY26") and 31 December 2027 ("FY27"). There will be a
downwards adjustment to the Contingent Consideration if adjusted EBITDA falls
below £4.4 million.
The Earnout Consideration, capped at approximately £4.0 million, will be
payable in cash in FY28 in an amount determined by reference to Autotrak's
adjusted EBITDA performance and capital expenditure during FY25 to FY27. The
Earnout Consideration will be paid based on a 3x multiple on the incremental
increases in adjusted EBITDA less up to an aggregate of £5 million of capital
expenditure in the period FY25 to FY27.
The Contingent Consideration and Earnout Consideration will be satisfied in
cash from the ADF's existing cash resources, as supplemented by Autotrak, at
the time of any payment. The maximum overall consideration payable by ADF in
respect of the Acquisition to the Vendors, including the Earnout
Consideration, is capped at £21.3 million.
The Acquisition Agreement contains customary warranties and indemnities from
the Vendors for a transaction such as the Acquisition, including a tax
covenant against unpaid and underpaid tax.
Prior to the entering into of the Acquisition Agreement, certain undeveloped
land at Heathfield in Kidlington (the "Heathfield Site") was transferred from
Autotrak to the Vendors. Autotrak will enter into an option agreement (the
"Option Agreement") with the Vendors in respect of the Heathfield Site as part
of Completion. It is intended that the Vendors will seek planning permission
to redevelop the Heathfield Site and so Autotrak is entering into the Option
Agreement to allow it to call for the grant of a lease to use the Heathfield
Site as its headquarters should it be suitably redeveloped in due course (the
"Lease"). The option period will commence on the date of the Option Agreement
until the earlier of (i) the fifth anniversary of the Option Agreement; and
(ii) the date that is 6 months from the practical completion date of the
redevelopment of the Heathfield Site. The terms of the Lease, if entered into,
will be a new 10-year lease term with a tenant only break option on the fifth
anniversary of the term. The annual rent will be determined based on an open
market valuation following exercise of the option by Autotrak.
Completion of the Acquisition is conditional inter alia upon sufficient funds
being received by the Company pursuant to the Placing, on the passing of the
Resolutions at the General Meeting and Admission. Completion shall take place
on Admission and, following Completion, the Vendors will hold approximately
5.49 per cent. of the Enlarged Share Capital.
Group Acquisition Pipeline
The Acquisition is the next step in the delivery of the Group's vision for
Facilities by ADF as a one-stop-shop for film & HETV production, operating
across multiple businesses run by talented local management.
The Group continues to have a strong pipeline of further potential bolt-on
acquisition opportunities and is in active discussions in relation to other
opportunities with parallel and diversified business activities - but still
all broadly in film, TV and outdoor broadcast. Whilst there can be no
certainty that the Group will be able to conclude any of these opportunities
nor the terms on which any future acquisition may be concluded, the Group's
current bolt-on acquisition pipeline includes:
· Site equipment hire company supplying film, TV & other events
across the UK with unaudited revenues in the year to 31 December 2023 of
c.£3.0 million and EBITDA of c.£1.0 million. This opportunity is the most
advanced in the Company's pipeline.
· Asset storage business for film & TV with wide geographic
coverage.
· Specialist transport and haulage company for film & TV equipment,
props etc.
· Other regional and national facilities companies similar to ADF's
core business.
Since its listing on the AIM Market, the Group has demonstrated its
disciplined approach to the execution of acquisition opportunities. In
progressing any future acquisition opportunity, the Company would expect to
follow its historical acquisition model of seeking to pay initial
consideration in a mix of cash and shares in an amount of 4x-6x maintainable
EBITDA, with additional contingent consideration tied to the maintenance of
profitability for a multi-year period and earn outs payable for growth in
target profitability.
The terms of the Fundraising
The Placing
The Company is seeking to raise £10.0 million (before expenses) by way of the
Placing of 20,000,000 new Ordinary Shares at a price of 50 pence per Ordinary
Share pursuant to the Placing Agreement. The Placing is not being underwritten
nor is it conditional on the Retail Offer taking place. Application will be
made to the London Stock Exchange for the Placing Shares to be admitted to
trading on AIM.
The Issue Price was determined having regard to market conditions at the time
the Placing Agreement was entered into. The closing mid-market price on AIM on
the trading day prior to this Announcement of the Placing was 53.0 pence and
the Issue Price represents approximately a 6.0 per cent. discount. The
Directors believe that the Issue Price is fair and reasonable insofar as
Shareholders are concerned.
The Company will require additional share authorities to allot the Placing
Shares. Accordingly, the Placing is conditional, inter alia, upon the passing
of the Resolutions by Shareholders at the General Meeting. The Resolutions are
contained in the Notice of General Meeting at the end of the Circular.
The Placing is conditional, inter alia, on the following:
· the Resolutions being passed at the General Meeting;
· the Placing Agreement not having been terminated prior to Admission
and becoming unconditional in all respects;
· the Acquisition Agreement not having been terminated prior to
Admission and becoming unconditional in all respects (save for Admission); and
· Admission having become effective.
The Placing Agreement contains customary indemnities and warranties from the
Company in favour of Cavendish together with provisions which enable Cavendish
to terminate the Placing Agreement in certain circumstances, including
circumstances where any of the warranties are found to be untrue or inaccurate
in any material respect.
Admission is expected to occur at 8.00 a.m. on 10 September 2024 (or such
later time and/or date as Cavendish and the Company may agree, not being later
than the Longstop Date).
The Placing Shares will be allotted and 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 declared, made or paid
on or after the date on which they are issued.
Retail Offer
The Company values its Retail Shareholder base and believes that it is
appropriate to provide eligible Retail Investors in the United Kingdom with
the opportunity to participate in the Retail Offer.
The Company is therefore making the Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following website:
https://www.bookbuild.live/deals/WQL651/authorised-intermediaries
(https://www.bookbuild.live/deals/WQL651/authorised-intermediaries)
Cavendish will be acting as retail offer coordinator in relation to this
Retail Offer (the "Retail Offer Coordinator").
Existing Retail Shareholders can contact their broker or wealth manager
("intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the Bookbuild
Platform, be approved by the Retail Offer Coordinator as an intermediary in
respect of the Retail Offer, and agree to the final terms and terms and
conditions of the Retail Offer, which regulate the conduct of the Retail Offer
on market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom at
4.35 p.m. on 22 August 2024. The Retail Offer is expected to close at 4:30
p.m. on 29 August 2024. Investors should note that financial intermediaries
may have earlier closing times. The Retail Offer may close early if it is
oversubscribed.
The Retail Offer will, at all times, only be made to, directed at and may only
be acted upon by those persons who are Shareholders. To be eligible to
participate in the Retail Offer, applicants must meet the following criteria
before they can submit an order for Retail Offer Shares: (i) be a customer of
one of the participating intermediaries listed on the above website; (ii) be
resident in the United Kingdom and (iii) be a Shareholder in the Company
(which may include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other unincorporated
organisations and includes persons who hold their Ordinary Shares directly or
indirectly through a participating intermediary). For the avoidance of doubt,
persons who only hold CFDs, Spreadbets and/or similar derivative instruments
in relation to Ordinary Shares are not eligible to participate in the Retail
Offer.
It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (as amended from time to
time). The aggregate total consideration for the Retail Offer does not exceed
£0.5 million (or the equivalent in Euros) and therefore the exemption from
the requirement to publish a prospectus, as set out in section 86(1) FSMA,
will apply.
As set out above, a separate announcement has been made by the Company
regarding the Retail Offer and its terms.
The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.
Conditional on completion of the Placing and Admission, up to 1,000,000 Retail
Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to
raise proceeds of up to £0.5 million (before expenses). The Retail Offer
Shares, when issued and fully paid, will rank pari passu in all respects with
the Existing Ordinary Shares.
Details of the Sale
The Selling Shareholders are seeking, pursuant to the Selling Shareholder
Agreement, to sell not less than 20,000,000 Existing Ordinary Shares at the
Issue Price, as detailed below.
Selling Shareholder Existing Ordinary Shares Percentage of Existing Ordinary Minimum number of Sale Shares to be sold Maximum number of Ordinary Shares held on Admission Max. percentage of Ordinary Shares on Admission(1)
Shares
Andrew Dixon 9,543,600 11.80% 6,134,996 3,408,604 3.16%
Sian Dixon 6,012,400 7.43% 3,865,004 2,147,396 1.99%
Stephen Haines 9,333,600 11.54% 6,000,000 3,333,600 3.09%
Julie Fletcher 6,222,400 7.69% 4,000,000 2,222,400 2.06%
Total 31,112,000 38.45% 20,000,000 11,112,000 10.31%
1. Based on the Retail Offer and Placing being fully subscribed
Pursuant to the terms of the Selling Shareholders Agreement, Cavendish has
conditionally agreed to use its reasonable endeavours to procure purchasers
for the Sale Shares at the Issue Price. The Sale is not being underwritten.
The Sale is conditional, inter alia, on:
· the Selling Shareholders Agreement not having been terminated in
accordance with its terms prior to Admission;
· the Placing Agreement having become unconditional in all respects;
and
· Admission becoming effective by no later than 8.00 a.m. on 10
September 2024 or such later time and/or date as the Company and Cavendish may
agree (being no later than 8.00 a.m. on 30 September 2024).
Pursuant the Selling Shareholders Agreement, the Selling Shareholders have
agreed, subject to certain customary exceptions, not to dispose of any other
Existing Ordinary Shares for a period of 12 months from the date of Admission.
Following this period, the Selling Shareholders have agreed to customary
orderly marketing arrangements for a further 12 months.
Irrevocable undertakings
The Company has received irrevocable undertakings to vote in favour of the
Resolutions from the Selling Shareholders and Directors John Richards and
Marsden Proctor in respect of an aggregate of 34,912,000 Ordinary Shares,
representing in aggregate 43.15 per cent. of the Company's Existing Ordinary
Shares.
Circular and General Meeting
A Circular to Shareholders in respect of the Acquisition, the Sale and the
Fundraising is expected to be posted to Shareholders on or around 23 August
2024 giving notice of a General Meeting of the Company. The General Meeting
will be held on 9 September 2024 at 10 a.m. at the Company's offices at
Kitsmead Lane, Longcross, Lyne, Chertsey KT16 0EF. Following posting, a copy
of the Circular will be available on the Company's website:
www.facilitiesbyadf.com (http://www.facilitiesbyadf.com) .
Shareholders should be aware that if the Resolutions are not approved at the
General Meeting, the Fundraising will not occur, the net proceeds required to
finance and complete the Acquisition will not be received by the Company and,
consequently the Acquisition and the Sale will not complete.
The Directors believe that the Resolutions to be proposed at the General
Meeting are in the best interests of the Company and Shareholders as a whole
and unanimously recommend that Shareholders vote in favour of the Resolutions.
The Directors intend to vote in favour of all the Resolutions in respect of,
in aggregate, 3,800,000 Ordinary Shares, representing approximately 4.70 per
cent. of the Company's Existing Ordinary Shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2024
Announcement of the Fundraising, the Sale and the Acquisition 22 August
Announcement of the Retail Offer 22 August
Announcement of the results of the Placing and the Sale 23 August
Posting and publication of the Circular and Form of Proxy 23 August
Expected close of the Retail Offer 29 August
Announcement of the result of the Retail Offer 29 August
Latest time and date for receipt of Forms of Proxy and CREST proxy 10 a.m. on 5 September
instructions
General Meeting 10 a.m. on 9 September
Announcement of the result of General Meeting 9 September
Admission of the New Shares to trading on AIM, commencement of dealings and 8.00 a.m. on 10 September
completion of the Sale and the Acquisition
CREST accounts to be credited for New Shares and Sale Shares to be held in 10 September
uncertificated form
Dispatch of definitive share certificates for New Shares and Sale Shares to be within 10 working days of Admission
held in certificated form
The Company and Cavendish reserve the right to alter the dates and times
referred to above. If any of the dates and times referred to above are altered
by the Company, the revised dates and times will be announced through a
Regulatory Information Service without delay.
All references to time in this Announcement are to London time, unless
otherwise stated.
All events listed in the above timetable following the General Meeting are
conditional on the passing of the Resolutions at the General Meeting.
TRANSACTION STATISTICS
Issue Price 50 pence
Number of Ordinary Shares in issue at the date of this Announcement 80,907,419
Number of Placing Shares 20,000,000
Number of Retail Offer Shares Up to 1,000,000
Number of Consideration Shares 5,915,357
Number of New Shares((i)(ii)) 26,915,357
Number of Sale Shares 20,000,000
Number of Ordinary Shares in issue immediately following Admission((i)(ii)) 107,822,776
Percentage of the Enlarged Share Capital represented by the New 25.0 per cent.
Shares((i)(ii))
Gross proceeds of the Placing £10.0 million
Gross proceeds of the Retail Offer((ii)) Up to £0.5 million
Estimated cash proceeds of the Fundraising receivable by the Company (net of £9.6 million
expenses)((ii))
(i) Assumes that the Placing is fully subscribed and that (save
for the New Shares) no other Ordinary Shares are issued following the date of
this Announcement prior to Admission.
(ii) Assuming full take up of the Retail Offer
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context otherwise requires:
"Acquisition" the proposed acquisition of 100 per cent. of Autotrak's issued and to be
issued share capital
"Acquisition Agreement" the conditional agreement dated 22 August 2024 between the Company and the
Vendors relating to the Acquisition
"Admission" admission of the New Shares to AIM becoming effective in accordance with Rule
6 of the AIM Rules
"AIM" the market of that name operated by London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by London Stock Exchange from time to
time
"Announcement" this announcement
"Autotrak" Autotrak Portable Roadways Limited, a company incorporated and registered in
England and Wales under number 02999669
"Board" the board of directors of the Company
"Bookbuild" or "Bookbuild Platform" the online capital markets platform developed by BB Technologies Limited, a
company registered in England and Wales with company number 10153507 and whose
registered office is at Gable House, 239 Regents Park Road, London N3 3LF
"Cavendish" Cavendish Capital Markets Limited, corporate broker to the Company
"certificated" or "in certificated form" refers to an Ordinary Share which is not in uncertificated form (that is, not
in CREST)
"Circular" the explanatory circular, in the agreed form, to be issued by the Company to
Shareholders explaining, inter alia, the Acquisition, the Fundraising and the
Sale and incorporating the notice of General Meeting
"Companies Act" the Companies Act 2006, as amended
"Company", "Facilities by ADF" or "ADF" Facilities by ADF plc, a company incorporated in England and Wales under the
Companies Act 1985 with registered number 13761460
"Completion" completion of the Acquisition pursuant to the terms of the Acquisition
Agreement
"Consideration Shares" the 5,915,357 Ordinary Shares to be allotted and issued to the Vendors in
accordance with the Acquisition Agreement
"CREST" the computerised settlement system operated by Euroclear which facilitates the
transferring of title to shares in uncertificated form
"Contingent Consideration" the contingent consideration deferred over three years from Completion of an
aggregate of up to circa £4.2 million payable in cash in equal annual
tranches contingent on maintenance of forecast FY24 levels of adjusted EBITDA
performance from FY25 to FY27 pursuant to the Acquisition Agreement
"Directors" the directors of the Company or any duly authorised committee thereof
"Earnout Consideration" the earnout consideration of up to circa £4.0 million in aggregate payable in
cash in FY28 based on FY25 to FY27 adjusted EBITDA performance pursuant to the
Acquisition Agreement
"Enlarged Share Capital" the 107,822,776 Ordinary Shares in issue immediately following Admission
(assuming all of the Placing Shares are issued and full take up of the Retail
Offer)
"Euroclear" Euroclear UK & International Limited
"Existing Ordinary Shares" the 80,907,419 issued Ordinary Shares of the Company as at the date of this
Announcement
"FCA" Financial Conduct Authority
"Form of Proxy" the form of proxy for use at the General Meeting to be enclosed with the
Circular
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraising" together, the Placing and the Retail Offer
"Fundraising Shares" together, the Placing Shares and the Retail Offer Shares
"FY23 Results" the announcement of the Company's final results for the financial year ended
31 December 2023
"General Meeting" the general meeting of the Company to be held at 10 a.m. on 9 September 2024
at the offices of the Company at Kitsmead Lane, Longcross, Lyne, Chertsey KT16
0EF, notice of which is set out in the Circular
"Group" the Company and its subsidiary undertakings (as defined in the Companies Act)
as at the date of this Announcement
"Initial Consideration" the initial consideration of £13.1 million payable on or shortly after
Completion pursuant to the Acquisition Agreement, of which £10.0 million is
to be settled in cash and the balance via the issuance of the Consideration
Shares
"Issue Price" 50 pence per New Share
"London Stock Exchange" London Stock Exchange plc
"Longstop Date" 8.00 a.m. on 30 September 2024
"MAR" the Market Abuse Regulation (EU/596/2014) as it forms part of the domestic law
of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as
amended from time to time)
"New Shares" together, the Fundraising Shares and the Consideration Shares
"Notice of General Meeting" the notice convening the General Meeting to be set out at the end of the
Circular
"Ordinary Shares" the ordinary shares of £0.01 each in the capital of the Company
"Placing" the placing by Cavendish on behalf of the Company at the Issue Price pursuant
to the Placing Agreement subject to, inter alia, the passing of the
Resolutions and Admission
"Placing Agreement" the conditional agreement dated 22 August 2024 between the Company and
Cavendish relating to the Placing and the Retail Offer
"Placing Shares" 20,000,000 new Ordinary Shares to be issued pursuant to the Placing
"Registrars" Neville Registrars Limited, a limited company registered in England and Wales
(No. 04770411) with its registered office at Neville House, Steelpark Road,
Halesowen, West Midlands, United Kingdom, B62 8HD
"Regulatory Information Service" has the meaning given to it in the AIM Rules
"Results Agreement" the agreed form results agreement to be entered into between the Company and
Cavendish pursuant to the Placing Agreement
"Resolutions" the resolutions to be proposed at the General Meeting as set out in the Notice
of General Meeting
"Retail Investors" or "Retail Shareholders" existing Shareholders, who are resident in the United Kingdom and are a
customer of an intermediary who agrees conditionally to subscribe for Retail
Offer Shares in the Retail Offer
"Retail Offer" the proposed conditional offer of Retail Offer Shares to Retail Investors
through intermediaries on the Bookbuild Platform pursuant to the Retail Offer
Intermediaries Agreements and the Retail Offer documents
"Retail Offer Intermediaries Agreements" the Retail Offer terms and conditions and the final terms which together set
out the terms and conditions upon which each intermediary agrees to make the
UK Retail Offer available to UK Retail Investors
"Retail Offer Shares" up to 1,000,000 new Ordinary Shares being made available pursuant to the
Retail Offer
"Sale" the conditional sale of the Sale Shares at the Issue Price pursuant to the
Selling Shareholders Agreement
"Sale Shares" not less than 20,000,000 Existing Ordinary Shares being conditionally sold by
Cavendish on behalf of the Selling Shareholders pursuant to the Selling
Shareholders Agreement;
"Selling Shareholders" those persons selling Sale Shares pursuant to the Sale, namely Andrew Dixon,
Sian Dixon, Stephen Haines and Julie Fletcher who are the founders of the
Company
"Selling Shareholders Agreement" the conditional agreement between the Selling Shareholders, the Company and
Cavendish relating to the sale of the Sales Shares, further details of which
are set out in this Announcement
"uncertificated" or "in uncertificated form" recorded on a register of securities maintained by Euroclear in accordance
with the CREST Regulations as being in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories, or possessions, and any state
of the United States of America, the District of Columbia and all areas
subject to its jurisdiction, or any political subdivision thereof
"Vendors" Michael Fox, Maria Fox, Timothy Fox and Nick Russell
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING OR THE
SALE. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS
IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO
WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN FACILITIES BY ADF PLC.
NEITHER THE NEW SHARES NOR THE SALE SHARES HAVE BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES 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 OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE
UNITED STATES. THE NEW SHARES AND SALE SHARES ARE BEING OFFERED AND SOLD
ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE
NEW SHARES OR THE SALE SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
New Shares and/or the Sale and/or the sale of the Sale Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company, Cavendish or any of their respective affiliates, agents, directors,
officers, consultants, partners or employees ("Representatives") that would
permit an offer of the New Shares and/or the Sale Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such New Shares and/or Sale Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Cavendish to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering
of the New Shares or the Sale Shares is being made in any such jurisdiction.
All offers of the New Shares and/or the Sale Shares in the United Kingdom or
the EEA will be made pursuant to an exemption from the requirement to produce
a prospectus under the UK Prospectus Regulation or the EU Prospectus
Regulation, as appropriate. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
Neither the New Shares nor the Sale Shares have been approved or disapproved
by the US Securities and Exchange Commission, 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, the
Sale or the accuracy or adequacy of this Announcement. 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; the relevant clearances have
not been, and will not be, obtained from the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation to the New
Shares or the Sale Sales; and the New Shares and the Sale 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 the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
New Shares and the Sale Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada, the Republic
of South Africa or Japan or any other jurisdiction outside the United Kingdom
or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
By participating in the Bookbuilding Process, the Placing and/or the Sale,
each person who is invited to and who chooses to participate in the Placing
and/or the Sale (a "Placee") by making an oral, electronic or written and
legally binding offer to acquire Placing Shares and/or Sale Shares (as
applicable) will be deemed to have read and understood this Announcement in
its entirety, to be participating, making an offer and acquiring Placing
Shares and/or Sale Shares (as applicable) on the terms and conditions
contained herein and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in the Appendix.
Members of the public are not eligible to take part in the Placing or the Sale
and no public offering of Placing Shares or Sale Shares is being or will be
made.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made. Except as
required by applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.
Cavendish Capital Markets Limited is authorised and regulated by the FCA in
the United Kingdom and is acting exclusively for the Company and no one else
in connection with the Accelerated Bookbuild, the Fundraising and the Sale,
and Cavendish will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Accelerated Bookbuild, the Fundraising or
the Sale or any other matters referred to in this Announcement.
Cavendish's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the Exchange and are not owed
to the Company or to any director of the Company or to any other person.
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 Cavendish or by any of its Representatives 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 therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, 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 investors 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 New Shares to be issued pursuant to the Fundraising will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
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.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the New
Shares and the Sale Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of
Business Sourcebook; and (ii) eligible for distribution through all
distribution channels (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors (for the purposes of UK Product
Governance Requirements) should note that: (a) the price of the New Shares and
the Sale Shares may decline and investors could lose all or part of their
investment; (b) the New Shares and the Sale Shares offer no guaranteed income
and no capital protection; and (c) an investment in the New Shares and/or the
Sale 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 and/or the Sale.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
Cavendish will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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 New Shares and/or the Sale Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Shares and the Sale Shares and determining
appropriate distribution channels.
EEA product governance
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) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (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 New Shares and the Sale Shares have been subject to a product
approval process, which has determined that the New Shares and the Sale 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the New Shares and the
Sale Shares may decline and investors could lose all or part of their
investment; the New Shares and the Sale Shares offer no guaranteed income and
no capital protection; and an investment in the New Shares and/or the Sale
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 and the Sale. Furthermore, it is
noted that, notwithstanding the EU Target Market Assessment, Cavendish will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the New Shares and/or the Sale Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Shares and the Sale Shares and determining
appropriate distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING AND THE SALE
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING AND THE
SALE.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING OR THE
SALE. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS
IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO
WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN FACILITIES BY ADF PLC.
NEITHER THE PLACING SHARES NOR THE SALE SHARES HAVE BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES 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 OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES AND THE SALE SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES OR
THE SALE SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) 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, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER
OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares and/or the Sale and/or the sale of the Sale Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company, Cavendish or any of its Representatives that would permit an offer of
the Placing Shares and/or the Sale Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
Placing Shares and/or the Sale Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and Cavendish to inform themselves about and
to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering
of the Placing Shares and/or the Sale Shares is being made in any such
jurisdiction.
All offers of the Placing Shares and/or the Sale Shares in the United Kingdom
or the EEA will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU Prospectus
Regulation, as appropriate. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not
require the approval of the relevant communication by an authorised person.
Neither the Placing Shares nor the Sale Shares have been approved or
disapproved by the US Securities and Exchange Commission, 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,
the Sale or the accuracy or adequacy of this Announcement. 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; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares or the Sale Shares and the Placing Shares and
the Sale 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
the United States, Australia, Canada, the Republic of South Africa or Japan.
Accordingly, the Placing Shares and the Sale Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Accelerated Bookbuild, the Placing and/or the Sale,
each Placee will be deemed to have read and understood this Announcement in
its entirety, to be participating, making an offer and acquiring Placing
Shares and/or Sale Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF THE PLACING SHARES AND/OR
THE SALE SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Cavendish and the Company that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares and/or Sale Shares that are allocated
to it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who acquires
any Placing Shares and/or Sale Shares pursuant to the Placing and/or the Sale:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the UK
Prospectus Regulation; and
(b) in the case of any Placing Shares and/or Sale Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
i. the Placing Shares and/or Sale Shares acquired by it in the
Placing and/or the Sale have not been acquired on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors or in circumstances in which the prior
consent of Cavendish has been given to the offer or resale; or
ii. where Placing Shares and/or Sale Shares have been acquired by it
on behalf of persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares and/or Sale Shares to it is not treated under
the UK Prospectus Regulation as having been made to such persons; and
3. in the case of a Relevant Person in a member state of the EEA (each a
"Relevant State") who acquires any Placing Shares and/or Sale Shares pursuant
to the Placing and/or the Sale:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the EU
Prospectus Regulation; and
(b) in the case of any Placing Shares and/or Sale Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation:
i. the Placing Shares and/or Sale Shares acquired by it in the
Placing and/or the Sale have not been acquired on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in a Relevant
State other than Qualified Investors or in circumstances in which the prior
consent of Cavendish has been given to the offer or resale; or
ii. where Placing Shares and/or Sale Shares have been acquired by it
on behalf of persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares and/or Sale Shares to it is not treated under
the EU Prospectus Regulation as having been made to such persons; and
4. it is acquiring the Placing Shares and/or Sale Shares for its own
account or is acquiring the Placing Shares and/or Sale Shares for an account
with respect to which it exercises sole investment discretion and has the
authority to make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this Announcement;
and
5. it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix; and
6. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 5 above) is outside of the United States acquiring
the Placing Shares and/or Sale Shares in offshore transactions as defined in
and in accordance with Regulation S under the Securities Act; and
7. the Company and Cavendish will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and agreements.
No prospectus
The Placing Shares and/or Sale Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a way as to
require any prospectus or other offering document to be published. No
prospectus or other offering document has been or will be submitted to be
approved by the FCA in relation to the Placing, the Sale, the Placing Shares
or the Sale Shares and Placees' commitments will be made solely on the basis
of (i) the information contained in this Announcement, (ii) any information
publicly announced through a Regulatory Information Service (as defined in the
AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on
or prior to the date of this Announcement and (iii) the business and financial
information that the Company is required to publish in accordance with the AIM
Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it
forms part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "MAR") (together, the "Publicly Available
Information") and subject to any further terms set out in the contract note,
electronic trade confirmation or other (oral or written) confirmation to be
sent to individual Placees.
Each Placee, by participating in the Placing and/or the Sale, 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 information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Cavendish or the Company or any other person
and none of Cavendish, the Company nor any other person acting on such
person's behalf nor any of their respective Representatives has or shall have
any liability for any Placee's decision to participate in the Placing and/or
the Sale based on any other information, representation, warranty or
statement. 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 and/or the Sale. No Placee should
consider any information in this Announcement to be legal, tax or business
advice. Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Details of the Placing Agreement and the Selling Shareholders Agreement
Cavendish has today entered into a placing agreement (the "Placing Agreement")
with the Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, Cavendish, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure Placees for
the Placing Shares. The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares in the capital of the
Company, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Existing Ordinary Shares after the
date of issue of the Placing Shares.
Cavendish has also today entered into a selling shareholders agreement (the
"Selling Shareholders Agreement") with the Selling Shareholders and the
Company under which, on the terms and subject to the conditions set out in the
Selling Shareholders Agreement, Cavendish, as agent for and on behalf of the
Selling Shareholders, has agreed to use its reasonable endeavours to procure
Placees for the Sale Shares. The Sale is not being underwritten.
In connection with the Sale, the Selling Shareholders have agreed with
Cavendish that they will not, for a period of 12 months after Admission,
directly or indirectly, offer, sell, contract to sell, pledge, grant any
option over or otherwise dispose any Ordinary Shares or other equity
securities of the Company or any securities convertible into, or exercisable,
or exchangeable for, such securities. This agreement is subject to certain
customary exceptions.
The Placing Agreement and the Selling Shareholders
Agreement each contain certain customary warranties
given by the Company and the Selling Shareholders, respectively, in favour of
Cavendish. Save for any condition relating to the other agreement, the
Placing Agreement will not become unconditional unless the Selling
Shareholders Agreement becomes unconditional, and vice-versa.
Lock-up
As part of the Placing, the Company has agreed that it will not for a period
of 90 days after (but including) Admission, directly or indirectly, issue,
offer, sell, lend, pledge, contract to sell or issue, grant any option, right
or warrant to purchase or otherwise dispose of any Ordinary Shares (or any
interest therein or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to receive
Ordinary Shares or any substantially similar securities or otherwise enter
into any transaction (including derivative transaction) directly or
indirectly, permanently or temporarily, to dispose of any Ordinary Shares or
undertake any other transaction with the same economic effect as any of the
foregoing or announce an offering of Ordinary Shares or any interest therein
or to announce publicly any intention to enter into any transaction described
above. This agreement is subject to certain customary exceptions and does
not prevent the grant or exercise of options under any of the Company's
existing share incentives and share option schemes, or following Admission the
issue by the Company of any Ordinary Shares upon the exercise of any right or
option or the conversion of a security already in existence or in connection
with a transaction or proposal that is referred to in the Circular and this
Announcement.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00 a.m. on 10
September 2024 and that dealings in the Placing Shares on AIM will commence at
the same time.
The Accelerated Bookbuild
Cavendish will commence the Accelerated Bookbuild to determine demand for
participation in the Placing and the Sale by Placees immediately following the
publication of this Announcement. This Appendix gives details of the terms
and conditions of, and the mechanics of participation in, the Placing and/or
the Sale. No commissions will be paid to Placees or by Placees in respect of
any Placing Shares and/or Sale Shares.
Cavendish and the Company shall be entitled to effect the Placing and the Sale
by such alternative method to the Accelerated Bookbuild as they may, in their
sole discretion, determine.
Principal terms of the Accelerated Bookbuild, the Placing and the Sale
1. Cavendish is acting as bookrunner to:
a. the Placing, as agent for and on behalf of the Company; and
b. the Sale, as agent for and on behalf of the Selling Shareholders.
2. Participation in the Placing and/or the Sale will only be available
to persons who may lawfully be, and are, invited by Cavendish to
participate. Cavendish and any of its affiliates are entitled to enter bids
in the Accelerated Bookbuild.
3. The price per Placing Share and Sale Share (the "Issue Price") is
fixed at 50 pence and is payable to Cavendish (as agent for the Company and/or
the Selling Shareholders, as applicable) by all Placees whose bids are
successful. The number of Placing Shares and Sale Shares will be agreed
between Cavendish and the Company following completion of the Accelerated
Bookbuild. The number of New Shares will be announced by the Company (such
announcement being the "Placing Results Announcement") following the
completion of the Accelerated Bookbuild and the entry into:
a. the Placing Agreement by the Company and Cavendish; and
b. the Selling Shareholder Agreement by the Company, the Selling
Shareholders and Cavendish.
4. To bid in the Accelerated Bookbuild, Placees should communicate their
bid by telephone or email to their usual sales contact at Cavendish. Each
bid should state the number of Ordinary Shares which a Placee wishes to
acquire at the Issue Price. Bids may be scaled down by Cavendish on the
basis referred to in paragraph 9 below. Cavendish is arranging the Placing
as agent of the Company and the Sale as agent of the Selling Shareholders.
5. The Accelerated Bookbuild is expected to close no later than 5.00
p.m. on 23 August 2024 but may be closed earlier or later subject to the
agreement of Cavendish and the Company. Cavendish may, in agreement with the
Company, accept bids that are received after the Accelerated Bookbuild has
closed. The Company reserves the right (upon agreement of Cavendish) to
reduce or seek to increase the amount to be raised pursuant to the Placing
and/or the Sale, in its discretion.
6. Each Placee's allocation will be determined by Cavendish in its
discretion following consultation with the Company and will be confirmed to
Placees either orally or by email by Cavendish. Cavendish may choose to
accept bids, either in whole or in part, on the basis of allocations
determined at its absolute discretion, in consultation with the Company, and
may scale down any bids for this purpose on the basis referred to in paragraph
9 below.
7. The Company will release the Placing Results Announcement following
the close of the Accelerated Bookbuild detailing the aggregate number of the
Placing Shares and Sale Shares to be issued.
8. Each Placee's allocation and commitment will be evidenced by a
contract note, electronic trade confirmation or other (oral or written)
confirmation issued to such Placee by Cavendish. The terms of this Appendix
will be deemed incorporated in that contract note, electronic trade
confirmation or other (oral or written) confirmation.
9. Subject to paragraphs 4, 5 and 6 above, Cavendish may choose to
accept bids, either in whole or in part, on the basis of allocations
determined at its discretion and may scale down any bids for this purpose on
such basis as it may determine or be directed. Cavendish may also,
notwithstanding paragraphs 4, 5 and 6 above, subject to the prior consent of
the Company:
(a) allocate Placing Shares and/or the Sale Shares after the time of any
initial allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares and/or the Sale Shares after the Accelerated
Bookbuild has closed to any person submitting a bid after that time.
10. A bid in the Accelerated Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on the Placee
on behalf of which it is made and except with Cavendish's consent will not be
capable of variation or revocation after the time at which it is submitted.
Following Cavendish's oral or written confirmation of each Placee's allocation
and commitment to acquire Placing Shares and/or the Sale Shares, each Placee
will have an immediate, separate, irrevocable and binding obligation, owed to
Cavendish (as agent for the Company and/or the Selling Shareholders, as
applicable), to pay to it (or as it may direct) in cleared funds an amount
equal to the product of Issue Price and the number of Placing Shares and/or
the Sale Shares such Placee has agreed to acquire and the Company has agreed
to allot and issue to that Placee.
11. Except as required by law or regulation, no press release or other
announcement will be made by Cavendish 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.
12. Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing and/or the Sale is/are confirmed, settlement for all Placing
Shares and Sale Shares to be acquired pursuant to the Placing and/or the Sale
will be required to be made at the same time, on the basis explained below
under "Registration and Settlement".
13. All obligations under the Accelerated Bookbuild, the Placing and/or the
Sale will be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing and/or the Sale not being
terminated on the basis referred to below under "Termination of the Placing".
14. By participating in the Accelerated Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing and/or the Sale will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
15. To the fullest extent permissible by law and applicable FCA rules and
regulations, neither:
(a) Cavendish;
(b) any of its Representatives; nor
(c) to the extent not contained within (a) or (b), any person connected
with Cavendish as defined in the FSMA ((b) and (c) being together "affiliates"
and individually an "affiliate" of Cavendish);
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither Cavendish nor any of its
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of Cavendish's conduct of the
Accelerated Bookbuild or of such alternative method of effecting the Placing
as Cavendish and the Company may agree. Each Placee acknowledges and agrees
that the Company is responsible for the allotment of the Placing Shares to the
Placees and Cavendish shall have no liability to the Placees for any failure
by the Company to fulfil those obligations.
Registration and Settlement
If Placees are allocated any Placing Shares and/or the Sale Shares in the
Placing and/or the Sale they will be sent a contract note, electronic trade
confirmation or other (oral or written) confirmation which will confirm the
number of Placing Shares and/or the Sale Shares allocated to them, the Issue
Price and the aggregate amount owed by them to Cavendish.
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 Cavendish in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cavendish.
Settlement of transactions in the Placing Shares and/or the Sale Shares (ISIN:
GB00BNZGNM64) following Admission will take place within the CREST system,
subject to certain exceptions. Settlement through CREST is expected to occur
on 10 September 2024 (the "Settlement Date") in accordance with the contract
note, electronic trade confirmation or other (oral or written) confirmation.
Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing Shares to CREST
or the use of CREST in relation to the Placing and/or the Sale, the Company
and Cavendish may agree that the Placing Shares and/or the Sale Shares should
be issued in certificated form. Cavendish reserves the right to require
settlement for the Placing Shares and/or the Sale Shares, and to deliver the
Placing Shares and/or the Sale Shares to Placees, by such other means as it
deems necessary if delivery or settlement to Placees is not practicable within
the CREST system or would not be consistent with regulatory requirements in
the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 3 percentage points above the
prevailing base rate of Barclays Bank plc as determined by Cavendish.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its
settlement details in order to enable instructions to be successfully matched
in CREST.
The relevant settlement details for the Placing Shares and/or the Sale Shares
are as follows:
CREST Participant ID of Cavendish: 601 (Pershing)
Expected trade time & date: 08.00 a.m. on 6 September 2024
Settlement date: 10 September 2024
ISIN code for the Placing Shares and Sale Shares: GB00BNZGNM64
Deadline for Placee to input instructions into CREST: 12.00 p.m. on 9 September 2024
Each Placee is deemed to agree that, if it does not comply with these
obligations, Cavendish may sell any or all of the Placing Shares and/or the
Sale Shares allocated to that Placee on their behalf and retain from the
proceeds, for Cavendish's own account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the Issue Price
and for any stamp duty or stamp duty reserve tax (together with any interest
or penalties) imposed in any jurisdiction which may arise upon the sale of
such Placing Shares and/or Sale Shares on its behalf. By communicating a bid
for Placing Shares and/or the Sale Shares, such Placee confers on Cavendish
all such authorities and powers necessary to carry out such sale and agrees to
ratify and confirm all actions which Cavendish lawfully takes in pursuance of
such sale.
If Placing Shares and/or the Sale Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the conditional
contract note, electronic trade confirmation or other (oral or written)
confirmation is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares and/or the Sale 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 and/or the Sale Shares should, subject as provided
below, be so registered free from any liability to United Kingdom stamp duty
or stamp duty reserve tax. If there are any circumstances in which any
United Kingdom stamp duty or stamp duty reserve tax or other similar taxes or
duties (including any interest and penalties relating thereto) is payable in
respect of the allocation, allotment, issue, sale, transfer or delivery of the
Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer or
agreement to transfer Placing Shares and/or the Sale Shares), the Company
shall not be responsible for payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the Placing and/or the
Sale.
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 Cavendish under the Placing Agreement are, and the Placing
is, conditional upon, inter alia:
(a) the Acquisition Agreement having become unconditional in all respects
(save in respect of Admission) and, prior to Admission:
i. no breach of any of the warranties, agreements or undertakings or
other obligations on the part of any Seller under the Acquisition Agreement
having occurred; or
ii. the Acquisition Agreement not being terminated in accordance with
its terms;
(b) Escrow Completion having occurred;
(c) the Resolutions having been duly passed (without amendment) at the
General Meeting (or at any adjournment thereof);
(d) none of the representations, warranties and undertakings on the part of
the Company contained in the Placing Agreement being untrue, inaccurate or
misleading at the applicable time (being 4.30 p.m. on the date on which the
Results Agreement is signed or such other time as is notified to the Company
by Cavendish or Admission), by reference to the facts and circumstances then
subsisting;
(e) the Company complying with its obligations under the Placing Agreement
to the extent that they fall to be performed on or before Admission;
(f) the Company and Cavendish agreeing the final number of Placing Shares
and executing the Results Agreement no later than 4.30 p.m. on the date of
this Announcement (or such later time and/or date as Cavendish may agree with
the Company);
(g) the Company having allotted, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; and
(h) Admission having become effective at or before 8.00 a.m. on 10 September
2024 or such later time as Cavendish may agree with the Company (not being
later than 8.00 a.m. on 30 September 2024),
(all conditions to the obligations of Cavendish included in the Placing
Agreement being together, the "Conditions").
If any of the Conditions are not fulfilled or, where permitted, waived by
Cavendish in accordance with the Placing Agreement within the stated time
periods (or such later time and/or date as the Company and Cavendish may
agree), or the Placing Agreement is terminated in accordance with its terms,
the Placing will lapse and the Placees' rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee is acting)
in respect thereof.
By participating in the Accelerated Bookbuild, each Placee agrees that its
rights and obligations cease and terminate only in the circumstances described
above and under "Termination of the Placing" below and will not be capable of
rescission or termination by it.
Cavendish may, in its absolute discretion and upon such terms as it thinks
fit, waive fulfilment of all or any of the Conditions in whole or in part, or
extend the time provided for fulfilment of one or more Conditions, save that
certain Conditions including the condition relating to Admission referred to
above may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Appendix.
Cavendish may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither Cavendish nor any of its affiliates nor the Company 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 any of them 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 any of them 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 Cavendish.
Termination of the Placing
Cavendish may, in its absolute discretion, by notice to the Company, terminate
the Placing Agreement at any time up to Admission if, inter alia:
(a) there has, in the opinion of Cavendish, been a breach of the warranties
given to it;
(b) there has, in the good faith opinion of Cavendish, been a material
adverse change;
(c) there has been a breach of any of the warranties, agreements or
undertakings or other obligations on the part of any Seller under the
Acquisition Agreement which is material in the context of the Placing and/or
the Acquisition Agreement is terminated in accordance with its terms;
(d) the Company failing to comply with any of its material obligations under
the Placing Agreement;
(e) any statement contained in this Announcement, the Placing Results
Announcement or any other document or announcement issued or published by or
on behalf of the Company in connection with the Placing is or has become
untrue or inaccurate in any material respect or misleading; or
(f) in the opinion of Cavendish, there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Accelerated Bookbuild, each Placee agrees with the
Company and Cavendish that the exercise by the Company or Cavendish of any
right of termination or any other right or other discretion under the Placing
Agreement shall be within the absolute discretion of the Company or Cavendish
or for agreement between the Company and Cavendish (as the case may be) and
that neither the Company nor Cavendish need make any reference to such Placee
and that none of the Company, Cavendish nor any of their respective
Representatives shall have any liability to such Placee (or to any other
person whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise. Each Placee further agrees that they will
have no rights against Cavendish, the Company or any of their respective
directors or employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by Cavendish of a contract
note, electronic trade confirmation or other (oral or written) confirmation
confirming each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By submitting a bid in the Accelerated Bookbuild, each Placee (and any person
acting on such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) with
the Company and Cavendish (in its capacity as bookrunner and Placing agent of
the Company in respect of the Placing and its capacity as bookrunner and sale
agent of the Selling Shareholders in respect of the Sale) that (save where
Cavendish expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety and that
its acquisition of the Placing Shares and/or Sale Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the Placing, the
Sale, the Company, the Placing Shares, the Sale Shares or otherwise, other
than the information contained in this Announcement and the Publicly Available
Information;
2. it has not received and will not receive a prospectus or other
offering document in connection with the Placing and/or the Sale and
acknowledges that no prospectus or other offering document:
(a) is required under the UK Prospectus Regulation or other applicable law;
and
(b) has been or will be prepared in connection with the Placing and/or the
Sale;
3. the Ordinary Shares are admitted to trading on AIM, and that the
Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules for the Companies (the "AIM
Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014 as it
applies in the United Kingdom as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the "MAR")), which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information concerning
any other publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and/or the Sale
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/or the Sale and neither Cavendish nor the Company nor any of their
respective Representatives nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares and/or the Sale Shares or the Company or any other person other than
the information in this Announcement or the Publicly Available Information;
nor has it requested Cavendish, the Company, any of their respective
Representatives or any person acting on behalf of any of them to provide it
with any such information;
5. neither Cavendish nor any person acting on behalf of it nor any of
its Representatives has or shall have any liability for any Publicly Available
Information, or any representation relating to the Company, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6.
(a) the only information on which it is entitled to rely on and on which it
has relied in committing to acquire the Placing Shares and/or the Sale 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/or the Sale Shares and it has made its
own assessment of the Company, the Placing Shares and/or the Sale Shares and
the terms of the Placing and/or the Sale based on the information in this
Announcement and the Publicly Available Information;
(b) neither Cavendish, nor the Company (nor any of their respective
Representatives) have made any representation or warranty to it, express or
implied, with respect to the Company, the Placing and/or the Sale or the
Placing Shares and/or the Sale Shares or the accuracy, completeness or
adequacy of the Publicly Available Information, nor will it provide any
material or information regarding the Company, the Placing and/or the Sale or
the Placing Shares and/or the Sale Shares;
(c) it has conducted its own investigation of the Company, the Placing
(including its terms and conditions) and/or the Sale and the Placing Shares
and/or the Sale Shares, satisfied itself that the information is still current
and relied on that investigation for the purposes of its decision to
participate in the Placing and/or the Sale; and
(d) it has not relied on any investigation that Cavendish or any person
acting on its behalf may have conducted with respect to the Company, the
Placing and/or the Sale or the Placing Shares and/or the Sale Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company and that neither Cavendish nor any persons acting on its behalf nor
any of their respective Representatives is responsible for or has or shall
have any liability for any information, representation, warranty or statement
relating to the Company contained in this Announcement or the Publicly
Available Information nor will they be liable for any Placee's decision to
participate in the Placing and/or the Sale based on any information,
representation, warranty or statement contained in this Announcement, the
Publicly Available Information or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent misrepresentation;
8. neither it nor the beneficial owner of the Placing Shares and/or the
Sale Shares is, nor will, at the time the Placing Shares and/or the Sale
Shares are acquired, be a resident of the United States, Australia, Canada,
the Republic of South Africa or Japan;
9. the Placing Shares and/or the Sale Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares and/or the Sale Shares under the securities laws of the
United States, or any state or other jurisdiction of the United States,
Australia, Canada, the Republic of South Africa or Japan and, subject to
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, within the United States, Australia,
Canada, the Republic of South Africa or Japan or in any country or
jurisdiction where any such action for that purpose is required;
10. it may be asked to disclose in writing or orally to Cavendish: (i) if he
or she is an individual, his or her nationality; or (ii) if he or she is a
discretionary fund manager, the jurisdiction in which the funds are managed or
owned;
11. it has the funds available to pay for the Placing Shares and/or the Sale
Shares for which it has agreed to acquire and acknowledges and agrees that it
will pay the total subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares and/or the Sale Shares may be placed with other
Placees or sold at such price as Cavendish determines;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares and/or the Sale Shares pursuant to
the Placing and/or the Sale under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has the capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and/or Sale Shares
and will honour such obligations; and
(d) has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and complied with all
necessary formalities to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations with respect
to its acquisition of Placing Shares and/or the Sale Shares;
13. it is not, and any person who it is acting on behalf of is not, and at
the time the Placing Shares and/or the Sale Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of, the United
States, Australia, Canada, the Republic of South Africa or Japan, and it
acknowledges and agrees that the Placing Shares and/or the Sale Shares have
not been and will not be registered or otherwise qualified under the
securities legislation of the United States, Australia, Canada, the Republic
of South Africa or Japan and may not be offered, sold, or acquired, directly
or indirectly, within those jurisdictions;
14. it and the beneficial owner of the Placing Shares and/or the Sale Shares
is, and at the time the Placing Shares and/or the Sale Shares are acquired
will be, outside the United States and acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
15. it understands that the Placing Shares and/or the Sale have not been,
and will not be, registered under the Securities Act and may not be offered,
sold or resold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares and/or the Sale Shares;
16. it (and any account for which it is purchasing) is not acquiring the
Placing Shares and/or the Sale Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
17. it understands that:
(a) the Placing Shares and the Sale Shares are "restricted securities"
within the meaning of Rule 144(a)(3) of the Securities Act and will be subject
to restrictions on resale and transfer subject to certain exceptions under US
law;
(b) no representation is made as to the availability of the exemption
provided by Rule 144 of the Securities Act for resales or transfers of Placing
Shares and/or the Sale Shares; and
(c) it will not deposit the Placing Shares and/or the Sale Shares in an
unrestricted depositary receipt programme in the United States or for US
persons (as defined in the Securities Act);
18. it will not offer, sell, transfer, pledge or otherwise dispose of any
Placing Shares and/or Sale Shares except:
(a) in an offshore transaction in accordance with Rules 903 or 904 of
Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the Securities
Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
19. no representation has been made as to the availability of the exemption
provided by Rule 144, Rule 144A or any other exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing Shares and/or
the Sale Shares;
20. it understands that the Placing Shares and/or the Sale Shares are
expected to be issued to it through CREST but may be issued to it in
certificated, definitive form and acknowledges and agrees that the Placing
Shares may, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
21. it is not taking up the Placing Shares and/or the Sale Shares as a
result of any "general solicitation" or "general advertising" efforts (as
those terms are defined in Regulation D under the Securities Act) or any
"directed selling efforts" (as such term is defined in Regulation S under the
Securities Act);
22. it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and/or
the Sale and it has made such investigation and has consulted its own
independent advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
23. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into or from the United States (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
24. none of Cavendish, the Company nor any of their respective
Representatives nor any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and/or the Sale
and that participation in the Placing and/or the Sale is on the basis that it
is not and will not be a client of Cavendish and that Cavendish has no duties
or responsibilities to it for providing the protections afforded to its
clients or for providing advice in relation to the Placing and/or the Sale nor
in respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement and/or the Selling Shareholders Agreement
nor for the exercise or performance of any of its rights and obligations
thereunder including any rights to waive or vary any Conditions or exercise
any termination right;
25. it will make payment to Cavendish for the Placing Shares and/or the Sale
Shares allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares and/or the Sale Shares may be placed with
others on such terms as Cavendish determines in its absolute discretion
without liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the Placing proceeds of such Placing
Shares and/or the Sale Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares and/or the Sale Shares on its behalf;
26. its allocation (if any) of Placing Shares and/or the Sale Shares will
represent a maximum number of Placing Shares and/or the Sale Shares which it
will be entitled, and required, to acquire, and that the Company may call upon
it to acquire a lower number of Placing Shares and/or Sale Shares (if any),
but in no event in aggregate more than the aforementioned maximum;
27. no action has been or will be taken by any of the Company, Cavendish,
the Selling Shareholders or any person acting on behalf of the Company,
Cavendish or the Selling Shareholders that would, or is intended to, permit a
public offer of the Placing Shares and/or the Sale Shares in the United States
or in any country or jurisdiction where any such action for that purpose is
required;
28. the person who it specifies for registration as holder of the Placing
Shares and/or the Sale Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that Cavendish and the Company will not be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to acquire Placing Shares and/or the Sale Shares pursuant to the
Placing and agrees to indemnify the Company and Cavendish in respect of the
same on the basis that the Placing Shares and/or the Sale Shares will be
allotted or transferred to a CREST stock account of Cavendish or transferred
to a CREST stock account of Cavendish who will hold them as nominee on behalf
of the Placee until settlement in accordance with its standing settlement
instructions with it;
29. the sale, allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares and/or the Sale
Shares will not give rise to a stamp duty or stamp duty reserve tax liability
under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depository receipts and clearance services) and that it is
not participating in the Placing and/or the Sale as nominee or agent for any
person or persons to whom the allocation, allotment, issue or delivery of
Placing Shares and/or the Sale Shares would give rise to such a liability;
30. if it is within the United Kingdom, it and any person acting on its
behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2)
of the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares and/or the Sale Shares that are
allocated to it for the purposes of its business only;
31. it has not offered or sold and will not offer or sell any Placing Shares
and/or the Sale Shares to persons in the United Kingdom or a Relevant State
prior to the expiry of a period of six months from Admission except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or within the meaning of the UK Prospectus
Regulation, or an offer to the public in any member state of the EEA within
the meaning of the EU Prospectus Regulation;
32. if it is within the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and if it is within a
Relevant State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation;
33. it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to Placing Shares and/or the Sale Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that this Announcement has
not been approved by Cavendish in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion by an
authorised person;
34. it has complied and it will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares
and/or the Sale Shares (including all relevant provisions of the FSMA and the
MAR in respect of anything done in, from or otherwise involving the United
Kingdom);
35. if it is a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation, the Placing Shares and/or the Sale Shares
acquired by it in the Placing and/or the Sale will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the United Kingdom other than Qualified
Investors, or in circumstances in which the express prior written consent of
Cavendish has been given to each proposed offer or resale;
36. if in the United Kingdom, unless otherwise agreed by Cavendish, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it
is acquiring Placing Shares and/or the Sale Shares for investment only and not
with a view to resale or distribution;
37. if it has received any inside information (for the purposes of the MAR
and section 56 of the Criminal Justice Act 1993 or other applicable law) about
the Company in advance of the Placing and/or the Sale Shares, it warrants that
it has received such information within the market soundings regime provided
for in Article 11 of MAR and has not:
(a) dealt (or attempted to deal) in the securities of the Company or
cancelled or amended a dealing in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in the
securities of the Company or to cancel or amend an order concerning the
Company's securities; or
(c) unlawfully disclosed such information to any person, prior to the
information being made publicly available;
38. Cavendish and its affiliates, acting as an investor for its or their own
account(s), may bid or subscribe for and/or purchase Placing Shares and/or the
Sale 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 and/or
the Sale 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 and/or the Sale Shares
being offered, subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by, Cavendish
and/or any of its affiliates acting as an investor for its or their own
account(s). Neither Cavendish 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;
39. it:
(a) has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended) and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA
(together, the "Money Laundering Regulations");
(b) is not a person:
i. with whom transactions are prohibited under the US 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;
ii. named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or
iii. subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations or other
applicable law,
(together with the Money Laundering Regulations, 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 Cavendish such
evidence, if any, as to the identity or location or legal status of any person
which it may request from it in connection with the Placing (for the purpose
of complying with the 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 Cavendish on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be acquired by
it or at its direction pursuant to the Placing being reduced to such number,
or to nil, as Cavendish may decide at its sole discretion;
40. in order to ensure compliance with the Regulations, Cavendish (for
itself and as agent on behalf of the Company) or the Company's registrars may,
in their absolute discretion, require verification of its identity. Pending
the provision to Cavendish or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
and/or Sale Shares may be retained at Cavendish's absolute discretion or,
where appropriate, delivery of the Placing Shares and/or the Sale Shares to it
in uncertificated form may be delayed at Cavendish's or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity Cavendish (for itself and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, either Cavendish and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the Placing and/or
the Sale, in which event the monies payable on acceptance of allotment will,
if already paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
41. its participation in the Placing and/or the Sale 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 City Code on Takeovers and Mergers;
42. any money held in an account with Cavendish on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules; as a consequence, this
money will not be segregated from Cavendish's money in accordance with the
client money rules and will be used by Cavendish in the course of its
business; and the Placee will rank only as a general creditor of Cavendish;
43. Cavendish may choose to invoke the CASS Delivery Versus Payment
exemption (under CASS 7.11.14R within the FCA Handbook Client Assets
Sourcebook) with regard to settlement of funds, in connection with the Placing
and/or the Sale, should it see fit;
44. neither it nor, as the case may be, its clients expect Cavendish to have
any duties or responsibilities to such persons similar or comparable to the
duties of "best execution" and "suitability" imposed by the COBS, and that
Cavendish is not acting for it or its clients, and that Cavendish will not be
responsible for providing the protections afforded to clients of Cavendish or
for providing advice in respect of the transactions described in this
Announcement;
45. it acknowledges that its commitment to acquire Placing Shares and/or the
Sale Shares on the terms set out in this Announcement and in the contract
note, the electronic trade confirmation or other (oral or written)
confirmation will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and/or the Sale and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's or Cavendish's conduct of the Placing
and/or the Sale;
46. it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
acquiring the Placing Shares and/or the Sale Shares. It further acknowledges
that it is experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic risk of,
and is able to sustain, a complete loss in connection with the Placing and/or
the Sale. It has relied upon its own examination and due diligence of the
Company and its affiliates taken as a whole, and the terms of the Placing
and/or the Sale, including the merits and risks involved;
47. it irrevocably appoints any duly authorised officer of Cavendish as its
agent for the purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares and/or the Sale Shares for which it
agrees to acquire upon the terms of this Announcement;
48. the Company, Cavendish and others (including each of their respective
Representatives) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which are given
to Cavendish on its own behalf and on behalf of the Company and are
irrevocable;
49. it is acting as principal only in respect of the Placing and/or the Sale
or, if it is acquiring the Placing Shares and/or the Sale Shares as a
fiduciary or agent for one or more investor accounts, it:
(a) is duly authorised to do so and it has full power and authority to make,
and does make, the foregoing representations, warranties, acknowledgements,
agreements and undertakings on behalf of each such accounts; and
(b) will remain liable to the Company and Cavendish for the performance of
all its obligations as a Placee in respect of the Placing and/or the Sale
(regardless of the fact that it is acting for another person);
50. subject to acquiring any Placing Shares and/or the Sale Shares, it will
be bound by the terms of the articles of association of the Company;
51. time is of the essence as regards its obligations under this Appendix;
52. any document that is to be sent to it in connection with the Placing
and/or the Sale will be sent at its risk and may be sent to it at any address
provided by it to Cavendish;
53. the Placing Shares and the Sale Shares will be issued or sold (as
applicable) subject to the terms and conditions of this Appendix; and
54. the terms and conditions contained in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise validly
forms a part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire Placing Shares and/or Sale Shares
pursuant to the Accelerated Bookbuild and/or the Placing and/or the Sale and
all non-contractual or other obligations arising out of or in connection with
them, will be governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract (including any dispute
regarding the existence, validity or termination or such contract or relating
to any non-contractual or other obligation arising out of or in connection
with such contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares and/or the Sale Shares
(together with interest chargeable thereon) may be taken by the Company or
Cavendish in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing and/or the Sale, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the Company,
Cavendish and each of their respective Representatives harmless from any and
all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings
given by the Placee (and any person acting on such Placee's behalf) in this
Appendix or incurred by Cavendish, the Company or each of their respective
Representatives arising from the performance of the Placee's obligations as
set out in this Announcement, and further agrees that the provisions of this
Appendix shall survive after the completion of the Placing and the Sale.
The rights and remedies of Cavendish 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 or partial
exercise of one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares and/or the sale of Sale Shares
to Placees (or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates only to
their allotment and issue or sale (as applicable) to Placees, or such persons
as they nominate as their agents, direct by the Company. Such agreement
assumes that the Placing Shares and/or the Sale Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares and/or Sale Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other dealings in the
Placing Shares and/or Sale Shares, stamp duty or stamp duty reserve tax may be
payable. In that event, the Placee agrees that it shall be responsible for
such stamp duty or stamp duty reserve tax and neither the Company nor
Cavendish shall be responsible for such stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice and they
should notify Cavendish accordingly. In addition, Placees should note that
they will be 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 United Kingdom by them or any other person on the acquisition by
them of any Placing Shares and/or Sale Shares or the agreement by them to
acquire any Placing Shares and/or Sale Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom it is
participating in the Placing and/or the Sale as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares or the sale or
delivery of Sale Shares has given rise to such non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties undertakes to
pay such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Cavendish in the event that either the Company and/or
Cavendish have incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Cavendish for itself and on behalf of the
Company and are irrevocable.
Cavendish Capital Markets Limited is authorised and regulated by the FCA in
the United Kingdom and is acting exclusively for the Company and no one else
in connection with the Accelerated Bookbuild, the Sale and the Fundraising,
and Cavendish will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Accelerated Bookbuild, the Sale or the
Fundraising or any other matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
Cavendish does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement or the Selling Shareholders Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Cavendish may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Cavendish, any money held in an account with Cavendish on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence this
money will not be segregated from Cavendish's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee.
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.
Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, 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 investors 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 pursuant to the Placing or the Sale Shares to
be sold pursuant to the Sale will not be admitted to trading on any stock
exchange other than the AIM market of the London Stock Exchange.
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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END ACQBUGDIIBDDGSDRecent news on Facilities by ADF
See all newsREG - Facilities by ADF - Notice of Results and Investor Presentation
AnnouncementREG - Facilities by ADF - Holding(s) in Company
AnnouncementREG - Facilities by ADF - Holding(s) in Company
AnnouncementREG - Facilities by ADF - Trading Update and Notice of Results
AnnouncementREG - Facilities by ADF - Board Changes
Announcement