REG - Frenkel Topping Grp - Proposed Placing to raise approximately £10m
05/07/2022 15:00
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RNS Number : 4061R Frenkel Topping Group PLC 05 July 2022
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN
OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER
OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF FRENKEL TOPPING GROUP PLC IN ANY JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE
MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN APPENDIX III.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
5 July 2022
Frenkel Topping Group plc
("Frenkel Topping", the "Company" or the "Group")
Proposed Placing to raise approximately £10 million
Frenkel Topping Group plc (AIM: FEN), a specialist independent financial
adviser and wealth manager focused on asset protection for clients, today
announces its intention to conduct an accelerated bookbuild (the "Bookbuild")
to raise approximately £10 million (before expenses) by way of a placing of
up to 14,285,715 new ordinary shares of 0.5p each in the capital of the
Company ("Ordinary Shares and the "Placing Shares") to institutional and other
investors (the "Placing") at a price of 70 pence per new Ordinary Share (the
"Placing Price").
Frenkel Topping has entered into a placing agreement with finnCap Ltd
("finnCap") to act as the sole bookrunner in relation to the Placing.
The Bookbuild will open with immediate effect following release of this
Announcement. The timing of the closing of the Bookbuild, the number of
Placing Shares and allocations are at the discretion of the Company and
finnCap and a further announcement confirming these details is expected to be
made in due course. finnCap reserves the right to close the Bookbuild without
further notice. There can be no certainty that the Placing will complete.
Summary:
· The Company intends to conduct a Bookbuild to raise approximately
£10 million (before expenses) by way of a firm and conditional placing of the
Placing Shares at the Placing Price.
· The Placing is to be conducted by way of an accelerated bookbuild
process which will commence immediately following this Announcement and will
be subject to the terms and conditions set out in Appendix II to this
Announcement.
· The net proceeds of the Placing will be used to:
o accelerate the Company's vision of becoming the market leader in providing
a full service offering to clients and claimants, particularly in personal
injury ("PI") and clinical negligence ("Clin Neg");
o consolidate the heavily fragmented pre-settlement professional services
market by targeting acquisitions that have clear synergies in the PI and Clin
Neg sectors in order to scale routes into growing assets under management
("AUM") mandates from successful claims;
o fund three potential acquisitions which have been identified and are in
the course of due diligence; and
o further invest in the integration of existing acquisitions to capture
additional margin and allow for faster integration of future acquisitions.
· North Atlantic Smaller Companies Investment Trust PLC, the
Company's majority Shareholder, whose chief executive officer is Christopher
Mills, a Non-Executive Director to the Company intends to participate in the
Placing, which will constitute a Related Party Transaction under the AIM
Rules.
The Placing is expected to take place in two tranches, with the first tranche
of up to 5,657,800 new Ordinary Shares (the "First Placing Shares") utilising
the Company's existing shareholder authorities to issue new shares on a
non-pre-emptive basis for cash (the "First Placing") and the second tranche of
up to 8,627,915 new Ordinary Shares (the "Second Placing Shares") to be issued
subject to new shareholder approvals to be sought at a general meeting of the
Company (the "General Meeting") (the "Second Placing").
The Placing Price of 70 pence per Ordinary Share represents a discount of
approximately 10 per cent. to the price of an Ordinary Share on 4 July 2022
(being the latest practicable date prior to this Announcement).
Set out below in Appendix I is an extract from the draft Circular that is
proposed to be sent to Shareholders in due course.
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing in
Appendix II to this Announcement. Further information relating to the
Fundraising and use of proceeds is set out in Appendix I to this Announcement.
By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed to have read
and understood this Announcement in its entirety (including the Appendices),
and to be making such offer on the terms and subject to the conditions of the
Placing contained herein, and to be providing the representations, warranties
and acknowledgements contained in Appendix II.
Unless otherwise indicated, capitalised terms in this Announcement have the
meaning given to them in the definitions section included in Appendix III.
For further information:
Frenkel Topping Group plc www.frenkeltoppinggroup.co.uk (http://www.frenkeltoppinggroup.co.uk/)
Richard Fraser, Chief Executive Officer Tel: 0161 886 8000
finnCap Ltd Tel: 020 7220 0500
Carl Holmes/James Thompson/Milesh Hindocha (Corporate Finance)
Richard Chambers (ECM)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2022
Announcement of the Bookbuild 2.45 p.m. on 5 July 2022
Placing Results Announcement 5.00 p.m. on 5 July 2022
Publication of the Circular 6 July 2022
Admission and commencement of dealings in the First Placing Shares 8.00 a.m. on 11 July 2022
Expected date for CREST accounts to be credited in respect of the First As soon as possible after admission on 11 July 2022
Placing Shares
Where applicable, expected date for dispatch of share certificates in respect By 15 July 2022
of the First Placing Shares
Latest time and date for receipt of Forms of Proxy for the General Meeting* 11.00 a.m. on 27 July 2022
General Meeting* 11.00 a.m. on 29 July 2022
Admission and commencement of dealings in the Second Placing Shares 8.00 a.m. on 1 August 2022
Expected date for CREST accounts to be credited in respect of the Second As soon as possible after admission on 1 August 2022
Placing Shares
Where applicable, expected date for dispatch of share certificates in respect By 5 August 2022
of the Second Placing Shares
Notes
1. Some of the times and dates above are indicative only and it any of the
details contained in the timetable above should change, the revised times and
dates will be notified to Shareholders by means of an announcement through a
Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated
3. Events listed in the above timetable following the General Meeting are
conditional on the passing of the Resolutions at the General Meeting.
* Assuming the Circular is posted on 6 July 2022.
APPENDIX I - EXTRACTS FROM THE CIRCULAR
Background to and reasons for the Placing
In July 2020 the Company set out its refocused M&A strategy to consolidate
the professional service firms market in the Personal Injury and Clinical
Negligence space and raised £13 million from new and existing Shareholders in
order to prosecute a roll-up of professional services firms in this specific
niche sector. This allowed the Company to increase its touch points with
claimants, through the timespan of a claim, which the Directors believe
greatly enhances the Company's chances of winning the AUM mandate of any
successful claim, whilst generating meaningful revenues in the process.
Since then, the Company has deployed the net proceeds of the July 2020
fundraising acquiring five businesses spanning forensic accountants, cost
consultants and the transformational acquisition of Cardinal Management
Limited which has close partnerships with NHS Major Trauma Centres. The
combination of these strategic acquisitions has significantly expanded the
Group's reach and created further touchpoints in the PI and CN space which has
generated strong momentum and engagement with other legal and professional
services providers in the sector, greatly increasing the Group's service to
its clients. The Group has also delivered £4.6m of EBITDA, an increase of 84%
to the previous financial year.
The Group remains focused on its stated M&A strategy of consolidating
ownership of the full supply chain in the PI and CN space and accordingly will
primarily utilise the net proceeds of the Placing to continue consolidating
the marketplace. The Board has already entered discussions with various
acquisition opportunities and in particular is looking to expand the Group's
footprint in care & case management and are in varying stages of
discussions with three targets. Having successfully deployed the £13m raised
in July 2020 it now requires the additional funding to complete the buy and
build strategy and to make some careful investment in technology in order to
accelerate the integration of the businesses and capitalize on the synergistic
benefits.
The Professional Services Market
During the litigation process of any PI or CN claim, there can be in excess of
30 different expert witness reports that may be required. These include, but
are not limited to. medical, financial and care and case management. In the
course of preparing these expert witness reports, professional service firms
develop a working relationship and rapport with claimants. The Directors
believe that these relationships are key to securing the financial advisory
mandate for any settlement monies paid out in the event of a successful claim.
Care & Case Management
The Directors believe that Care & Case Management reports are the largest
reports required by litigating solicitors pre-settlement. These independent
expert reports are used to quantify the additional costs associated with
meeting a client's needs as a result of injury or illness. In addition,
post-settlement, clients require expert rehabilitation plans tailored to their
specific needs including the appointment of a case manager. Case managers work
on an ongoing basis with claimants and their families, reviewing care plans
and care providers to ensure claimants are receiving the best possible care.
This ongoing relationship presents the opportunity for repeat revenues
post-settlement and a greater number of touchpoints in the journey of a
potential claimant.
Care and Case management represents c. £85m annually and are involved in c.
2,000 cases per year.
Professional Services landscape
The professional services market as a whole is highly fragmented with a
considerable number of different verticals and no clear market leader in any
of them. The Directors believe that the majority of these Expert Witness
professional services firms are struggling to grow due to the longer working
capital cycles of expert witness report work (i.e. firms are paid once a
verdict has been reached in the claim) and that these firms could benefit from
the balance sheet strength and the financial acumen of Frenkel Topping.
Whilst Care & Case Management firms do not suffer the same working capital
restraints the Directors believe it to be one of the most attractive
subsectors due to their revenue profiles and also represents a significant
opportunity to consolidate due to its heavily fragmented nature.
The PI and CN Market
Unfortunately, around 25,700 people are seriously injured in RTAs per annum
with a further 1,560 people being fatally injured. The Directors believe
around 75% of these 25,700 RTAs involve a claim. This generates approximately
19,000 claimants that will require expert witness reports. The total market
for pre-settlement disbursements such as Expert Witness reports is estimated
at £0.4bn and an estimated £1bn is paid out in damages for catastrophic
injuries in the PI market.
In addition, NHS Resolution (which manages negligence and other claims against
the National Health Service) paid out £1.6 billion for the year ending 30
June 2020 as damages.
When combined, the PI and CN markets represents a total opportunity of c.
£2.6billion of AUM mandates per annum, in addition to the professional
services required for such claims.
Use of Proceeds
The net proceeds of the Placing will be used primarily to continue the
Company's M&A strategy, consolidating the heavily fragmented professional
services market in the PI and CN space. The Placing proceeds will be used in
part to invest in the businesses of any acquisitions made by the Company,
satisfy the deferred consideration elements of recent acquisitions and also
invest in integration efforts of all acquired businesses by upgrading and
enhancing the IT infrastructure and architecture of the firm.
The Board will consider acquisitions that are earnings enhancing in the first
full year of ownership and have clear synergies in the PI and CN markets
particularly in Care and Case management and is already in discussions with a
number of targets - three of which are in the due diligence phase. The Board
believes that raising funds in this way, in advance of specific acquisitions,
will grant the Group the flexibility and speed to act decisively.
One such potential target is "Project Summer", one of the largest expert
witness providers in the UK with estimated annual run rate revenues of £4
million and EBITDA of £0.8m. Talks are at an advanced stage with the Company
expecting to pay c.1.25x-1.5x annual run rate revenue as total consideration.
Further updates on Project Summer will be made as and when appropriate but
completion is expected to be within Q3 of this year.
In addition, the Company will utilise some of the net proceeds to invest in
the Group's IT infrastructure. The Directors believe this investment will
allow the Group to integrate and mature any acquired technologies in order to
support further collaboration and cross selling across the Group. In turn,
this will improve the efficiency of the Group's fee earners and client service
teams allowing them to foster greater client care and build an excellent
platform for future growth.
Current Trading and Future Prospects
As stated at the time of announcement of the Group's results on 25 April 2022,
for the year ended 31 December 2021, Frenkel Topping has had a strong start to
the current financial year with a solid pipeline of new business opportunities
and benefitting from the momentum built in 2021. This tailwind has been
maintained since then and the Group continues to show resilience through
challenging times in the wider economy and alongside its 99% retention rates
has a solid pipeline of new business opportunities.
The Group is trading in line with expectations and therefore remains confident
about the future and the full year outturn.
The Placing
The First Placing is conditional (amongst other things) on the Placing
Agreement not having been terminated and Admission of the First Placing Shares
occurring on or before 8.00 a.m. on 11 July 2022 (or such later date and/or
time as finnCap and the Company may agree, being no later than 8.00 a.m. on 12
August 2022).
The Second Placing is conditional (amongst other things) on the Placing
Agreement not having been terminated, the passing of the Resolutions at the
General Meeting and Admission of the Second Placing Shares occurring on or
before 8.00 a.m. on 1 August 2022 (or such later date and/or time as finnCap
and the Company may agree, being no later than 8.00 a.m. on 12 August 2022).
finnCap is acting as nominated adviser and broker to the Company in connection
with the Placing.
Placing Agreement
Pursuant to the Placing Agreement, finnCap, as agent for the Company, has
conditionally agreed to use reasonable endeavours to procure placees for the
Placing Shares at the Placing Price.
The First Placing is conditional upon (amongst other things): (i) the
Warranties being true and accurate and not misleading (and remaining true and
accurate and not misleading if they were repeated at Admission of the First
Placing Shares) and Admission of the First Placing Shares occurring on or
before 8.00 a.m. on 11 July 2022(or such later date and/or time as finnCap and
the Company may agree, being no later than 8.00 a.m. on 12 August 2022). The
Second Placing is conditional upon (amongst other things): (i) the Admission
of the First Placing Shares having occurred; (ii) the Resolutions being passed
at the General Meeting; and (iii) Admission of the Second Placing Shares
having occurred not later than 8.00 a.m. on 1 August 2022 or such later date
as the Company and finnCap may agree, but in any event not later than 8.00
a.m. on 12 August 2022.
The Placing Agreement contains customary warranties from the Company in favour
of finnCap in relation to, inter alia, the accuracy of the information in the
documentation published in connection with the Placing and other matters
relating to the Group and its business. In addition, the Company has agreed to
indemnify finnCap in relation to certain liabilities that they may incur in
respect of the Placing.
finnCap (acting in good faith) has the right to terminate the Placing
Agreement in certain circumstances prior to Admission, including (but not
limited to): in the event that any of the warranties in the Placing Agreement
given by the Company by reference to the circumstances prevailing from time to
time cease to be true and accurate in any respect which finnCap considers to
be material in the context of the Placing or in the event of a material
adverse change affecting the business, financial trading position or prospects
of the Company. finnCap shall also have a further right to rescind the Placing
Agreement without incurring any liability to the Company, following
consultation with the Company to the extent practicable, if, at any time
before Admission there occurs (amongst other things) the outbreak or
escalation of hostilities or acts of terrorism involving the United Kingdom or
the declaration by the United Kingdom of a national emergency or war or any
other occurrence of any kind which (by itself or together with any other such
occurrence) in finnCap's reasonable opinion is likely to materially and
adversely affect the market's position or prospects of the Group taken as a
whole.
The Placing Agreement also provides for the Company to pay all agreed costs,
charges and expenses of, or incidental to, the Placing and Admission including
all legal and other professional fees and expenses up to the specified amounts
stipulated in the Placing Agreement.
Placing Shares
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with the existing Ordinary Shares in issue, including the
right to receive all dividends and other distributions declared, made or paid
after the date of issue.
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission of the First Placing Shares will take place at
8.00 a.m. on 11 July 2022 and that dealings in the First Placing Shares on AIM
will commence at the same time. It is expected that Admission of the Second
Placing Shares will take place at 8.00 a.m. on 1 August 2022 and that dealings
in the Second Placing Shares on AIM will commence at the same time.
General Meeting
The General Meeting will be held at 11.00 a.m. on 29 July 2022 at Frenkel
House, 15 Carolina Way, Salford, Manchester, M50 2ZY as set out at the end of
this document. The Resolutions will address the matters set out below:
· Resolution 1 - an ordinary resolution seeking general authority
for the Directors to allot and issue the Second Placing Shares.
· Resolution 2 - an ordinary resolution seeking authority for the
Directors to allot Ordinary Shares of up to 10% of the Enlarged Issued Share
Capital.
· Resolution 3 - a special resolution to disapply the statutory
pre-emption rights in connection with the issue of the Second Placing Shares
and the additional Ordinary Shares of up to 10% of the Enlarged Issued Share
Capital.
APPENDIX II - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PROPOSED PLACING
OF NEW ORDINARY SHARES IN THE CAPITAL OF FRENKEL TOPPING GROUP PLC (THE
"COMPANY") (THE "PLACING").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 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 WHO
FALL WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE EU PROSPECTUS
REGULATION AS IT FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
WITHDRAWAL ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; 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 THE COMPANY.
THE PLACING SHARES HAVE NOT 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 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 ARE BEING OFFERED AND
SOLD ONLY OUTSIDE 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 IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 OF AMERICA. 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 in certain jurisdictions may be restricted by law. No action
has been taken by the Company, finnCap Ltd (the "Bookrunner") or any of or any
of their respective affiliates, agents directors, officers or employees
("Representatives") that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Bookrunner 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 (including its territories and possessions, any state of the
United States and the District of Columbia), 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 is being made in any such
jurisdiction.
All offers of the Placing Shares: (i) in the EEA will be made pursuant to an
exemption under the EU Prospectus Regulation; and (ii) in the UK will be made
pursuant to an exemption under the UK Prospectus Regulation, from the
requirement to produce a prospectus. 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.
The Placing Shares have not 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 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 and the Placing Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom.
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 Information"
section at the start of this Announcement.
By participating in the bookbuilding process (the "Bookbuilding Process") and
the Placing, each Placee will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer and
acquiring Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in this Appendix.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible counterparties,
each as defined in UK Product Governance Requirements; and (ii) eligible for
distribution through all distribution channels as are permitted by UK Product
Governance Requirements (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Bookrunner is only procuring investors in the United Kingdom
which meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of 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 Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "EU Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that such securities are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target Market
Assessment").
Notwithstanding the EU Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market,
Assessment, the Bookrunner is only procuring investors in the European Union
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 of 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 Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Bookrunner and the Company that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a member state of
the EEA or the United Kingdom (each a "Relevant State") who acquires any
Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable); and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or the UK Prospectus Regulation (as applicable):
(i) the Placing Shares acquired by it in the Placing have
not been acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in a Relevant State other than in
circumstances in which the prior consent of the Bookrunner has been given to
the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in a Relevant State other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
or the UK Prospectus Regulation (as applicable) as having been made to such
persons; and
3. it is acquiring the Placing Shares for its own account
or is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement; and
4. 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
5. 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 4 above) is outside of the United States
and is acquiring the Placing Shares in offshore transactions as defined in and
in accordance with Regulation S under the Securities Act; and
6. the Company and the Bookrunner will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements
and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the
Financial Conduct Authority (the "FCA") in relation to the Placing or the
Placing Shares and Placees' commitments will be made solely on the basis of
the information contained in this Announcement and 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 (the "Publicly Available Information")
and subject to any further terms set out in the contract note or electronic
trade confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Bookrunner or the Company or any other person and none of
the Bookrunner, 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 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. 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 Placing Shares
The Bookrunner 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, the Bookrunner, 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 memorandum and
articles of association of the Company be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares of 0.5
pence each ("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 Ordinary Shares after the date of issue of the Placing
Shares.
Lock-up
As part of the Placing, the Company has agreed that, for a period of three
months following Admission, it will not without the prior consent of the
Bookrunner (such consent not to be unreasonably withheld or delayed) issue any
shares or options to subscribe for any shares (other than options granted
pursuant to any employee share schemes adopted by the Company) or securities
convertible or exchangeable into shares or enter into any agreement or
undertaking to do so.
Application for admission to trading
Applications will be made to the London Stock Exchange for admission of the
First Placing Shares and the Second Placing Shares to trading on AIM.
It is expected that: (i) the issue and admission of the First Placing Shares
will take place on or before 8.00 a.m. on 11 July 2022 ("First Admission") and
that dealings in the First Placing Shares on AIM will commence at the same
time; and (ii) the issue and admission of the Second Placing Shares will take
place on or before 8.00 a.m. on 1 August 2022 ("Second Admission") and that
dealings in the Second Placing Shares on AIM will commence at the same time.
The Bookbuilding Process
The Bookrunner will commence the Bookbuilding Process to determine demand for
participation in the Placing 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. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as they may, in their sole
discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1. The Bookrunner is acting as agent for and on behalf of
the Company for the purposes of the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Bookrunner to
participate. The Bookrunner and any of its affiliates are entitled to enter
bids in the Bookbuilding Process.
3. The price per Placing Share (the "Placing Price") is
fixed at 70 pence and is payable to the Bookrunner (as agent for the Company)
by all Placees whose bids are successful. The number of Placing Shares will be
agreed between the Bookrunner and the Company following completion of the
Bookbuilding Process. The number of Placing Shares will be announced by the
Company (the "Placing Results Announcement") following the completion of the
Bookbuilding Process and the entry into the Placing Agreement by the Company
and the Bookrunner.
4. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or email to their usual sales contact at
the Bookrunner. Each bid should state the number of Ordinary Shares which a
Placee wishes to acquire at the Placing Price. Bids may be scaled down by the
Bookrunner on the basis referred to in paragraph 9 below. The Bookrunner is
arranging the Placing as agent of the Company.
5. The Bookbuilding Process is expected to close no later
than 5.00 p.m. on 5 July 2022 but may be closed earlier or later subject to
the agreement of the Bookrunner and the Company. The Bookrunner may, in
agreement with the Company, accept bids that are received after the
Bookbuilding Process has closed. The Company reserves the right (upon
agreement of the Bookrunner) to reduce or seek to increase the amount to be
raised pursuant to the Placing, in its discretion.
6. Each Placee's allocation will be determined by the
Bookrunner in its discretion following consultation with the Company and will
be confirmed to Placees either orally or by email by the Bookrunner. The
Bookrunner 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 Bookbuilding Process detailing the
aggregate number of the Placing Shares to be issued.
8. Each Placee's allocation and commitment will be
evidenced by a contract note or electronic trade confirmation issued to such
Placee by the Bookrunner. The terms of this Appendix will be deemed
incorporated in that contract note or electronic trade confirmation.
9. Subject to paragraphs 4, 5 and 6 above, the Bookrunner
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. The Bookrunner may
also, notwithstanding paragraphs 4, 5 and 6 above, subject to the prior
consent of the Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
10. Each Placee's allocation and commitment to acquire Placing
Shares will be made on the terms and subject to the conditions in this
Appendix and will be legally binding on the Placee on behalf of which it is
made and except with the Bookrunner's consent will not be capable of variation
or revocation after the time at which it is submitted. Each Placee will have
an immediate, separate, irrevocable and binding obligation, owed to the
Bookrunner (as agent for the Company), to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to acquire and the Company has
agreed to allot and issue to that Placee.
11. Except as required by law or regulation, no press release
or other announcement will be made by the Bookrunner 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 is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
13. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated on the
basis referred to below under "Termination of the Placing".
14. By participating in the Bookbuilding Process, each Placee
will agree that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
15. To the fullest extent permissible by law and applicable
FCA rules, neither:
(a) the Bookrunner;
(b) any of its affiliates, agents, directors, officers,
consultants, partners or employees; nor
(c) to the extent not contained within (a) or (b), any
person connected with the Bookrunner as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Bookrunner);
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 the Bookrunner nor any of its
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of the Bookrunner's conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
the Bookrunner and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note or electronic trade confirmation which will confirm the number
of Placing Shares allocated to them, the Placing Price and the aggregate
amount owed by them to the Bookrunner.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the Bookrunner in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with the Bookrunner.
Settlement of transactions in the Placing Shares (ISIN: GB00B01YXQ71)
following each Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST will be on a T+3 basis unless
otherwise notified by the Bookrunner and is expected to occur on 11 July 2022
in respect of the First Placing Shares and on 1 August 2022 in respect of the
Second Placing Shares in accordance with the contract notes or electronic
trade confirmations. 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, the
Company and the Bookrunner may agree that the Placing Shares should be issued
in certificated form. The Bookrunner reserves the right to require settlement
for the Placing Shares, and to deliver the Placing 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 2 percentage points above the
prevailing LIBOR as determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on their behalf and retain from the proceeds, for the
Bookrunner'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 Placing 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 on its
behalf. By communicating a bid for Placing Shares, such Placee confers on the
Bookrunner all such authorities and powers necessary to carry out such sale
and agrees to ratify and confirm all actions which the Bookrunner lawfully
takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note or the
electronic trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to 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), 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.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of the Bookrunner under the Placing Agreement in respect of
the placing of the First Placing Shares are conditional upon, inter alia:
(a) the warranties and undertakings given and made by the
Company in the Placing Agreement (the "Warranties") being true and accurate
and not misleading (and remaining true and accurate and not misleading if they
were repeated at First Admission) by reference to the facts then subsisting in
each case in a way that is material; and
(b) First Admission having occurred not later than 8.00 a.m.
on 11 July 2022 or such later date as the Company and finnCap may agree, but
in any event not later than 8.00 a.m. on 12 August 2022.
The obligations of the Bookrunner under the Placing Agreement in respect of
the placing of the Second Placing Shares are conditional upon, inter alia:
(a) First Admission having occurred;
(b) the Warranties being true and accurate and not misleading
(and remaining true and accurate and not misleading if they were repeated at
Second Admission) by reference to the facts then subsisting in each case in a
way that is material;
(c) the shareholder resolutions set out in the Notice of
General Meeting, to be proposed at the general meeting of the shareholders of
the Company to be held at 11.00 a.m. on 29 July 2022 (the "General Meeting"),
to grant the Directors the authority to allot and issue the Second Placing
Shares on a non-pre-emptive basis (the "Resolutions") having been duly passed;
and
(d) Second Admission having occurred not later than 8.00 a.m.
on 1 August 2022 or such later date as the Company and finnCap may agree, but
in any event not later than 8.00 a.m. on 12 August 2022.
All of conditions to the obligations of the Bookrunner included in the Placing
Agreement being together, the "conditions").
If any of the conditions are not fulfilled or, where permitted, waived by the
Bookrunner in accordance with the Placing Agreement within the stated time
periods (or such later time and/or date as the Company and the Bookrunner may
agree), or the Placing Agreement is terminated in accordance with its terms,
then to the extent that First Admission or Second Admission has not occurred
(as applicable), the Placing will lapse and the Placee's 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. For the avoidance of doubt,
Admission of the First Placing Shares is not conditional on Admission of the
Second Placing Shares taking place in accordance with the terms of the Placing
Agreement.
By participating in the Bookbuilding Process, 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.
The Bookrunner 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 conditions relating to First
Admission, Second Admission or the passing of the Resolutions referred to
above may not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
The Bookrunner may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither the Bookrunner 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 the Bookrunner.
Termination of the Placing
The Bookrunner may, in its absolute discretion, by notice to the Company,
terminate the Placing Agreement at any time up to the relevant Admission if,
inter alia:
(a) there has, in opinion of the Bookrunner (acting
reasonably), been a breach of the Warranties given to it which is material in
the context of the Placing;
(b) there has, in the opinion of the Bookrunner (acting
reasonably), been a material adverse change affecting the Company or its
subsidiaries;
(c) 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 or has been discovered to be untrue or inaccurate or misleading in
any respect which the Bookrunner considers (acting reasonably) to be material
in the context of the Placing; or
(d) in the opinion of the Bookrunner, there has been a force
majeure event.
If the Placing Agreement is terminated in accordance with its terms, the to
the extent that First Admission or Second Admission has not occurred (as
applicable), 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 Bookbuilding Process, each Placee agrees with the
Company and the Bookrunner that the exercise by the Company or the Bookrunner
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
the Bookrunner or for agreement between the Company and the Bookrunner (as the
case may be) and that neither the Company nor the Bookrunner need make any
reference to such Placee and that none of the Company, the Bookrunner 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 the Bookrunner, 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 the Bookrunner of a
contract note or electronic trade confirmation confirming each Placee's
allocation and commitment in the Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, 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 the Bookrunner (in its capacity as bookrunner and placing
agent of the Company in respect of the Placing) that (save where the
Bookrunner 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 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 each Admission, the Placing,
the Company, the Placing 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 acknowledges
that no prospectus or other offering document:
(a) is required under the EU Prospectus Regulation, UK
Prospectus Regulation or other applicable law; and
(b) has been or will be prepared in connection with the
Placing;
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
forms part of domestic law pursuant to the European Union Withdrawal Act 2018
("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 has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and
neither the Bookrunner 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 or the
Company or any other person other than the information in this Announcement or
the Publicly Available Information; nor has it requested the Bookrunner, 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 the Bookrunner 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 5 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 is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on the
information in this Announcement and the Publicly Available Information;
(b) neither the Bookrunner, 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 or the Placing
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 or the Placing Shares;
(c) it has conducted its own investigation of the Company,
the Placing (including its terms and conditions) and the Placing 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
(d) it has not relied on any investigation that the Bookrunner
or any person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing 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 the Bookrunner nor any persons
acting on its behalf 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 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 is, nor will, at the time the Placing Shares are acquired, either of
them be at resident of the United States, Australia, Canada, the Republic of
South Africa or Japan;
9. the Placing 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 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 the
Bookrunner: (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
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 may be placed with other Placees or sold at such price
as the Bookrunner determines;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing 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;
13. it and the beneficial owner of the Placing Shares is, and
at the time the Placing 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;
14. it understands that the Placing Shares 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;
15. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act;
16. it understands that:
(a) the Placing 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
(c) it will not deposit the Placing Shares in an
unrestricted depositary receipt programme in the United States or for US
persons (as defined in the Securities Act);
17. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing 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;
18. 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;
19. it understands that the Placing 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.";
20. it is not taking up the Placing 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);
21. it understands that there may be certain consequences
under United States and other tax laws resulting from an investment in the
Placing and it has made such investigation and has consulted its own
independent advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
22. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign investment company
("PFIC") for US federal income tax purposes for the current year, or whether
it is likely to be so treated for future years and neither the Company nor the
Bookrunner makes any representation or warranty with respect to the same.
Accordingly, neither the Company nor the Bookrunner can provide any advice to
US investors as to whether the Company is or is not a PFIC for the current tax
year, or whether it will be in future tax years. Accordingly, neither the
Company nor the Bookrunner undertakes to provide to US investors or
shareholders any information necessary or desirable to facilitate their filing
of annual information returns, and US investors and shareholders should not
assume that this information will be made available to them;
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 the Bookrunner, 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 that
participation in the Placing is on the basis that it is not and will not be a
client of the Bookrunner and that the Bookrunner has no duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
25. it will make payment to the Bookrunner for the Placing
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 may be placed with others on such terms as
the Bookrunner 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 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 on
its behalf;
26. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that the Company may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
27. no action has been or will be taken by any of the Company,
the Bookrunner or any person acting on behalf of the Company or the Bookrunner
that would, or is intended to, permit a public offer of the Placing Shares in
the United States or in any country or jurisdiction where any such action for
that purpose is required;
28. the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that the Bookrunner 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 pursuant to the Placing and agrees to
indemnify the Company and the Bookrunner in respect of the same on the basis
that the Placing Shares will be allotted to a CREST stock account of the
Bookrunner or transferred to a CREST stock account of the Bookrunner who will
hold them as nominee on behalf of the Placee until settlement in accordance
with its standing settlement instructions with it;
29. the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a stamp duty or 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 as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing 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 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 to persons in a Relevant State prior to the expiry of a period
of six months from each 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 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 a Relevant State, it is a Qualified
Investor as defined in Article 2(e) of the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable);
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 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 the Bookrunner 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 (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 EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable), the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Relevant State other
than Qualified Investors, or in circumstances in which the express prior
written consent of the Bookrunner has been given to each proposed offer or
resale;
36. 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, it 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;
37. the Bookrunner 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, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing Shares, any
other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, the Bookrunner and/or any of its affiliates acting as an investor
for its or their own account(s). Neither the Bookrunner 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;
38. 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 the Bookrunner
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 the Bookrunner 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 the Bookrunner may decide at its sole discretion;
39. in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to the Bookrunner or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in respect of
the Placing Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in uncertificated form
may be delayed at the Bookrunner'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 the Bookrunner (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
40. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the contract note or
through the electronic trade confirmation will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Bookrunner's
conduct of the Placing;
41. 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. 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. 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, including the merits and risks
involved;
42. it irrevocably appoints any duly authorised officer of the
Bookrunner as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to acquire upon the terms of this Announcement;
43. the Company, the Bookrunner 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 the Bookrunner on its own behalf and on behalf of the Company and
are irrevocable;
44. it is acting as principal only in respect of the Placing
or, if it is acquiring the Placing 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 the Bookrunner for
the performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
45. time is of the essence as regards its obligations under
this Appendix;
46. any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Bookrunner;
47. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
48. 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
pursuant to the Bookbuilding Process and/or the Placing 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 (together with interest
chargeable thereon) may be taken by the Company or the Bookrunner in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Bookrunner 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 the
Bookrunner, 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.
The rights and remedies of the Bookrunner 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 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 to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
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 the Bookrunner 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 the
Bookrunner 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 or the agreement by them to acquire any Placing 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 as an agent or nominee) the
allocation, allotment, issue or delivery of Placing 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 the Bookrunner in the
event that either the Company and/or the Bookrunner have incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to the Bookrunner for itself and on behalf of the
Company and are irrevocable.
The Bookrunner 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 Bookbuilding Process and the Placing, and the Bookrunner 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 Bookbuilding Process or the Placing or any other matters
referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
the Bookrunner 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.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Bookrunner 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 the
Bookrunner, any money held in an account with the Bookrunner 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 the Bookrunner'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 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.
Appendix III - DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Act" the Companies Act 2006
"Admission" the admission of the Placing Shares to trading on AIM in accordance with Rule
6 of the AIM Rules
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the rules applicable to companies governing their admission to AIM, and
following admission their continuing obligations to AIM, as set out in the AIM
Rules for Companies published by the London Stock Exchange from time to time
"AUM" means assets under management
"Bookbuild" means the accelerated bookbuild process in relation to the Placing which will
establish the demand for and total number of Placing Shares to be issued in
the Placing at the Placing Price
"business day" a day (excluding Saturdays, Sundays and public holidays) on which banks are
generally open for business in the City of London
"certificated" or in "certificated form" where a share or other security is not in uncertificated form (that is, not in
CREST)
"Circular" the circular of the Company expected to be posted to Shareholders on or about
6 July 2022 giving (amongst other things) details of the Placing and
incorporating the Notice of General Meeting
"CN" Clinical Negligence
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"EBITDA" earnings before interest, taxes, depreciation and amortization
"EEA" the European Economic Area
"Executive Directors" Richard Fraser, Ellaine Cullen-Grant and Mark Holt
"Existing Shares" the 113,157,349 Ordinary Shares in issue at the date of this Announcement, all
of which are admitted to trading on AIM
"Euroclear" Euroclear UK & International Limited, a company incorporated under the
laws of England and Wales
"FCA" the UK Financial Conduct Authority
"finnCap" means finnCap Ltd, nominated adviser, sole broker and bookrunner to the
Company
"First Placing" the placing by finnCap (on behalf of the Company) of the First Placing Shares
at the Placing Price
"First Placing Shares" the Ordinary Shares to be allotted and issued pursuant to the First Placing
"Frenkel Directors" or "Directors" any member of the Company's board of directors
"Frenkel Group" or "Group" Frenkel Topping and its subsidiaries and subsidiary undertakings (each as
defined in the Act)
"Frenkel Topping" or the " Company" Frenkel Topping Group plc
"Form of Proxy" the form of proxy for use by Shareholders in connection with the General
Meeting, which will be enclosed with the Circular
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"General Meeting" the general meeting of the Company to be convened for 11.00 a.m. on 29 July
2022 (or any adjournment thereof) at which the Resolutions will be proposed,
notice of which will be set out at the end of the Circular
"London Stock Exchange" London Stock Exchange plc
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) (incorporating the technical
standards, delegated regulations and guidance notes, published by the European
Commission, London Stock Exchange, the FCA and the European Securities and
Markets Authority)
"Notice of General Meeting" the notice of General Meeting to be sent to Shareholders and to be set out at
the end of the Circular
"Ordinary Shares" the ordinary shares of 0.5 pence each in the capital of the Company
"Overseas Shareholders" Shareholders of Frenkel Topping who are resident in, ordinarily resident in,
or citizens of, jurisdictions outside the United Kingdom
"PI" Personal Injury
"Placing" the First Placing and the Second Placing to be undertaken by the Company
"Placing Agreement" the placing agreement entered into on 5 July 2022 between the Company and
finnCap
"Placing Price" 70 pence per Placing Share
"Placing Shares" the First Placing Shares and the Second Placing Shares
"pounds", "£", "penny", "pence", "p" or "Sterling" the lawful currency of the United Kingdom
"Registrars" Neville Registrars Limited
"Resolutions" the resolutions to be proposed at the General Meeting as set out in the Notice
of General Meeting
"Restricted Jurisdiction" US (including its territories and possessions, any state of the United States
and the District of Columbia), Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction in which the offer of the Placing Shares
would be unlawful
"Second Placing" the conditional placing by finnCap (on behalf of the Company) of the Second
Placing Shares at the Placing Price
"Second Placing Shares" the new Ordinary Shares to be allotted and issued pursuant to the Second
Placing
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" holders of Ordinary Shares
"Substantial Shareholder" a person who holds any legal or beneficial interest directly or indirectly in
10 per cent. or more of the ordinary shares of a company admitted to trading
on AIM as more fully defined in the AIM Rules
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or in "uncertificated form" in respect of a share or other security, where that share or other security is
recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which may be transferred by
means of CREST
"US" or "United States" United States of America
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
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. END IOEFLFSVDFIEIIFRecent news on Frenkel Topping
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Announcement