REG - Frontier IP Group - Proposed Placing and Subscription to raise £870k
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RNS Number : 8519L Frontier IP Group plc 17 December 2025
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN
(TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, 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 FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS
BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS. PLEASE SEE THE IMPORTANT NOTICES IN THIS NNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
17 December 2025
Frontier IP Group plc
("Frontier IP", the "Company" or the "Group")
Proposed Placing and Subscription to raise, in aggregate, gross proceeds
of approximately £870,000
Frontier IP Group plc (AIM: FIPP), a specialist in commercialising
intellectual property, is pleased to announce a proposed equity fundraising to
raise, in aggregate, gross proceeds of approximately £870,000.
The fundraising comprises a placing (the "Placing") of 4,487,658 new ordinary
shares of 10 pence each ("Ordinary Shares") in the capital of the Company (the
"Placing Shares") at a price of 15.5 pence per share (the "Issue Price") to
raise approximately £695,000 and a proposed subscription by all of the
directors of the Company (the "Directors" or the "Board") (the "Subscription")
for 1,129,036 new Ordinary Shares (the "Subscription Shares") at the Issue
Price to raise approximately £175,000.
The Placing is being conducted via an accelerated bookbuild process
(the "Bookbuild") to be undertaken by Singer Capital Markets Securities
Limited ("Singer CM"). The Bookbuild will be launched immediately following
the release of this Announcement. The Placing is subject to the terms and
conditions set out in the Appendix to this Announcement (the "Appendix").
In addition to the Placing and the Subscription, it is proposed that there
will be a separate conditional retail offer via the Retailbook Platform (the
"Retail Offer", together with the Placing and the Subscription, the
"Fundraising") of up to 1,123,338 new Ordinary Shares (the "Retail Shares",
together with the Placing Shares and the Subscription Shares, the "New
Ordinary Shares") at the Issue Price to raise up to £174,117. The Retail
Offer aims to provide retail investors and retail Shareholders with an
opportunity to participate in the Fundraising. A separate announcement will be
made by the Company later today regarding the Retail Offer and its terms.
Those investors who subscribe for Retail Shares pursuant to the Retail Offer
will do so pursuant to the terms and conditions of the Retail Offer contained
in that announcement. The Placing and the Subscription are not conditional
upon the Retail Offer and for the avoidance of doubt, the Retail Offer is not
part of the Placing nor the Subscription.
The Issue Price represents a discount of approximately 3.1 per cent. to the
closing middle market price of 16.0 pence per Ordinary Share on 16 December
2025, being the last practicable date prior to this Announcement.
The Directors will use the Company's existing authorities and powers to
disapply pre-emption rights granted by resolutions passed at the annual
general meeting of the Company held on 19 December 2024 to allot and issue
the New Ordinary Shares. The Fundraising is therefore not conditional upon
the approval of the Company's shareholders ("Shareholders").
The Placing Shares and the Subscription Shares are expected to be admitted to
trading on AIM at 8.00 a.m. on 22 December 2025 ("Admission"). The Retail
Offer Shares are expected to be admitted to trading on AIM at 8.00 a.m. on 24
December 2025 ("Retail Offer Admission").
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing and
further information relating to the Placing and any participation in the
Placing that is described in the Appendix.
ENQUIRIES
Frontier IP Group plc neil@frontierip.co.uk (mailto:neil@frontierip.co.uk)
Neil Crabb, Chief Executive
Andrew Johnson, Communications & Investor Relations M: 07464 546 025
Company website: www.frontierip.co.uk (http://www.frontierip.co.uk/) andrew.johnson@frontierip.co.uk (mailto:andrew.johnson@frontierip.co.uk)
Allenby Capital Limited (Nominated Adviser) T: 0203 328 5656
Nick Athanas
Singer Capital Markets (Broker) T: 0207 496 3000
Charles Leigh-Pemberton / James Fischer
ABOUT FRONTIER IP
Frontier IP unites science and commerce by identifying strong intellectual
property and accelerating its development through a range of commercialisation
services. A critical part of the Group's work is involving relevant industry
partners at an early stage of development to ensure technology meets real
world demands and needs.
The Group looks to build and grow a portfolio of equity stakes and licence
income by taking an active involvement in spin-out companies, including
support for fund raising and collaboration with relevant industry partners at
an early stage of development.
ADDITIONAL INFORMATION
1. Background to and Reasons for the Fundraising
Update on current trading and financial position
The Company announced its audited full year results to 30 June 2025 on 8
December 2025. Key financial highlights included:
· Unrealised loss on the revaluation of investments of c.£3.0 million
versus prior year gain of c.£1.3 million;
· Loss before tax of c.£6.3 million versus prior year loss of c.£1.3
million driven by the unrealised losses across debt and equity investments-
operating expenses were modestly reduced versus prior year;
· Net assets per share reduced to 61.0p as at 30 June 2025 (30 June
2024: 79.7p) in part due to the additional 12.7 million shares issued as part
of the fundraise in December 2024;
· Net asset value as at 30 June 2025 of £42 million, of which £36.5
million represents the combined equity and debt valuation of the Group's
portfolio; and
· Fair value of the equity portfolio at £33.4 million, broadly in line
with the prior year.
Portfolio update
The Directors are encouraged by recent progress within Frontier IP's portfolio
and are optimistic about progression going forward. The portfolio is maturing
with most (eleven) of the portfolio companies both equity funded and revenue
generating with these representing 77.6 per cent. of Frontier IP's total
portfolio valuation; while 53 per cent. of the Company's portfolio valuation
has been validated by recent investment rounds. Market conditions have delayed
realisations and have affected the whole sector however, the Directors believe
that key portfolio companies have made good financial, technical and
commercial progress during the year as they mature with exits moving closer.
Key portfolio highlights include:
· 2D Photonics (Frontier IP stake at 30 June 2025: 9.1%) designs,
develops and manufacturers graphene-enhanced silicon photonics for AI and
defence sectors. The company has announced completion of its Series-A funding
round, raising EUR25 million from investors such as NATO Innovation Fund,
Sony, Bosch and CDP. The company has also announced that it is confident of
further significant funding in line with the strategic importance of the
sector and is in discussions with the Ministry of Enterprises and Made in
Italy measures to support its new activities via the National Chips Fund, as
well as the development of a pilot manufacturing plant in Pisa, Italy.
Separately, the company has launched a Series-B funding round, subject to
certain milestones being reached and plans to create a pilot manufacturing
site in the Milan area to produce 200 mm-wide wafers at scale.
· Pulsiv (Frontier IP stake at 30 June 2025: 17.3%) produces high
efficiency energy conversion and solar power generation products. The company
raised £2.1 million in the year to 30 June 2025 at a £60.1 million pre-money
valuation with the total raised to date of £2.8 million. The company has
launched a USB-C 65W reference design product which won PSMA's first Global
Energy Efficiency Award and is expecting customer commitments, with evaluation
units being shipped to over 20 target customers. The company has also
strengthened its distribution networks including signing a global stocking
agreement with distribution giant, Farnell. Pulsiv now expects to announce its
first customer commitments from a mature funnel of industry-leading USB-C
socket manufactures and global electronics companies, expand its USB-C range
including the development of next generation higher power solutions and enter
into major new verticals outside USB-C, unlocking significant opportunities
where Pulsiv's architecture solves fundamental industry problems.
· Alusid (Frontier IP stake at 30 June 2025: 35.4%) recycles industrial
waste into high-quality tiles and other surfaces. The company launched its Mas
floor tile range with Topps Tiles in February 2025 and has developed an
international distribution network having signed up Front Materials BV in the
Netherlands, 3D Wall Panels in Italy and Kakelspecialisten in Sweden. Alusid
also expects to agree further partnerships with major brands, building on the
one signed with Starbucks and qualification has commenced with another major
global brand. Topps Tiles is expected to launch a third Alusid range, Ashton,
next year and a dedicated range for Front Materials BV, Smooth & Hollow,
is under development. The company also expect to appoint further international
distributors and develop further product categories. In December 2025, the
company announced a pre-IPO funding round of £500,000.
· Cambridge Raman Imaging (CRI) (Frontier IP stake at 30 June 2025:
25.4%) uses ultra-fast fibre lasers and AI for markets including research,
medical and nano plastics. CRI is already working with a range of companies
including large pharmaceuticals and sales have already commenced. The
applications produce detailed images at speed to make AI-assisted tumour
diagnosis faster and more accurate. Frontier IP has continued to provide CRI
with support including a £190,000 advance. CRI's pre-Series-A funding round
is now in progress with advisers appointed for a subsequent Series-A
fundraising to raise £10 million planned for 2026 or early 2027. CRI is
developing applications in sectors such as pharmaceuticals and engineering.
· The Vaccine Group (TVG) (Frontier IP stake at 30 June 2025: 17.0%)
develops herpesvirus-based vaccines for the control of viral and bacterial
diseases. The company has 15 vaccines and therapeutics in its product pipeline
with vaccine candidates in place for 12 diseases, including zoonotic diseases
and substantial grant funding is leveraging this development effort. The
market opportunity for TVG is significant with the vaccines market valued at
$12.8 billion with the therapeutics market forecast to be $2.6 billion in
20230. Following outstanding success in bovine respiratory syncytial virus
(BRSV) vaccine trials, as announced by Frontier IP on 3 November 2025, which
demonstrated strong validation of the underlying technology, TVG will now move
to exploitation. The impact of BRSV is estimated at £5.6bn globally. TVG will
now look to also validate its platform technology for other animals and
diseases and clinical data is due in cows, pigs and chickens for a range of
diseases.
· Amprologix (Frontier IP stake at 30 June 2025: 10.7%) produces novel
antibiotics to tackle MRSA and other microbial resistant diseases. The company
has raised £740,000 through a pre-Series A funding round to complete
pre-clinical development of lead candidate epidermicin NI01. The next step
will be to target Phase I human clinical trials.
· GraphEnergyTech (Frontier IP stake at 30 June 2025: 24.0%) develops
high conductivity graphene inks to replace silver electrodes in solar cells.
The company raised £1 million in an investment round led by Aramco Ventures
and has entered a perovskite project collaboration with the Taiwan Perovskite
Solar Corporation, the Taiwanese Industrial Technology and the University of
Cambridge. The project was awarded nearly £900,000 by Innovate UK. The
company's next goal is to complete a funding round targeting £3-5 million.
· Dekiln (Frontier IP stake at 30 June 2025: 24.8%) develops
sustainable materials made from organic waste and inorganic powders, initially
as alternatives to ceramic tiles with their materials having a carbon
footprint 94 per cent lower than conventional ceramics. The company, which
raised £693,000 from an oversubscribed funding round led by Green Angel
Ventures, has achieved its first sales and has its product commercially
installed.
· Nandi Proteins (Frontier IP stake at 30 June 2025: 19.7%) creates
protein based functional food ingredients to replace egg white, meat/fat and
remove unwanted ingredients in food. The company has an agreement in place
with a global food ingredients group to make and sell its meat/fat replacer
with a first customer commitment expected. The company is exploring both
commercial and innovation partnerships to support further product development,
including alternatives to egg white and methyl cellulose.
Rationale for the Fundraising, use of proceeds and operating cost review
The Company's audited full year results to 30 June 2025, announced on 8
December 2025, contained a material uncertainty related to going concern, as
the Company had insufficient cash to cover its operating expenses for the
twelve months from signing the accounts assuming no portfolio realisations
during the period. As stated in the Company's audited accounts, the Company
anticipated raising further capital through a combination of an equity
fundraising, borrowing and subleases at the South Cambridge Science Centre,
once operational, which is anticipated in early 2026.
The Company intends to use the net proceeds of the Placing and the
Subscription, being approximately £750,000, and any net proceeds of the
Retail Offer for working capital to provide the Company with further cash
runway to:
· deliver on milestones and realisations in the near term;
· launch a fully operational South Cambridge Science Centre; and
· selectively support its portfolio companies.
The net proceeds of the Placing and the Subscription will not provide the
Company with sufficient cash resources to cover its operating expenses for
twelve months from Admission, assuming no portfolio realisations are completed
during the period. The Company is therefore intending to review its current
cost base in early 2026, with a view to identifying potential reductions in
the Company's cost base and efficiencies in the Company's current operations,
whilst maintaining appropriate resourcing to drive realisations and growth in
the portfolio in the coming year.
The Company also intends to raise further funds in early 2026 (the "Potential
Further Fundraising") and is in discussions with strategic partners in this
regard. There can, however, be no guarantee that the Potential Further
Fundraising will be successful nor the timing or terms thereof. It is
anticipated that any Potential Further Fundraising would be accompanied by a
further retail offer. Alongside the Potential Further Fundraising, the Company
intends to explore raising funding from other sources, including potential
debt facilities.
The net proceeds of the Placing and Subscription in conjunction with a review
of the Company's cost base to be completed in early 2026 is anticipated to
provide the Company with an extended cash runway through to Q3 2026. This cash
runway would be extended by any further funding being raised in the period or
any portfolio realisations in the period under review.
The Board remains optimistic about the long-term prospects for Frontier IP and
the exit opportunities for a number of core portfolio companies as the
portfolio continues to mature.
2. Details of the Fundraising
Details of the Placing
The Company proposes to raise approximately £695,000 (before expenses)
through the issue of 4,487,658 Placing Shares at the Issue Price.
In connection with the Placing, the Company has today entered into a placing
agreement with Singer CM (the "Placing Agreement") pursuant to which Singer CM
(acting as agent for and on behalf of the Company in respect of the Placing)
has agreed, in accordance with its terms, to use reasonable endeavours to
procure subscribers for the Placing Shares at the Issue Price. The Placing is
not being underwritten.
Participation in the Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this Announcement).
Following the release of this Announcement, Singer CM will commence the
Bookbuild in respect of the Placing. The final number of Placing Shares to be
placed at the Issue Price will be determined at the close of the Bookbuild.
The timing of the closing of the Bookbuild and allocations thereunder are at
the absolute discretion of Singer CM, having consulted with the Company.
Details of the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Agreement contains certain customary warranties given by the
Company concerning the accuracy of information given in this Announcement in
respect of the Placing as well as other matters relating to the Group and its
business. The Company has also agreed to indemnify Singer CM and its
affiliates against certain liabilities that they may incur in respect of the
Placing. The Placing Agreement is terminable by Singer CM in certain customary
circumstances at any time prior to Admission including, inter alia, should
there be a breach of a warranty contained in the Placing Agreement or should a
force majeure event take place or a material adverse change to the business of
the Group occur.
The Placing is conditional upon, inter alia, the Placing Agreement not having
been terminated and becoming unconditional in accordance with its terms, and
Admission becoming effective.
Details of the Subscription
All of the Directors have indicated their intention to subscribe for, in
aggregate, 1,129,036 Subscription Shares at the Issue Price raising gross
proceeds of approximately £175,000.
The Subscription is conditional upon, inter alia, the Placing Agreement not
having been terminated and becoming unconditional in accordance with its
terms, and Admission becoming effective.
Details of the Retail Offer
In addition to the Placing and the Subscription, it is proposed that there
will be a separate conditional Retail Offer to raise up to £174,117 through
the issue of up to 1,123,338 Retail Shares at the Issue Price.
The Retail Offer is to be conducted on the Retailbook Platform on behalf of
the Company. The Retail Offer aims to provide retail Shareholders and retail
investors with an opportunity to participate in the Fundraising and a separate
announcement will be made by the Company regarding the Retail Offer and its
terms. Those investors who subscribe for Retail Shares pursuant to the Retail
Offer will do so pursuant to the terms and conditions of the Retail Offer
contained in that announcement.
The Placing and the Subscription are not conditional upon the Retail Offer and
for the avoidance of doubt, the Retail Offer is not part of the Placing nor
the Subscription. The Retail Offer is conditional upon Retail Offer Admission
becoming effective.
3. Admission, Settlement and Dealings
Application will be made to the London Stock Exchange for the Placing Shares
and the Subscription Shares to be admitted to trading on AIM. Admission is
expected to take place and dealings in the Placing Shares and the Subscription
Shares are expected to commence at 8.00 a.m. on 22 December 2025, at which
time it is also expected that the Placing Shares and the Subscription Shares
will be enabled for settlement in CREST.
The Placing Shares and the Subscription Shares, when issued, will be fully
paid and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Jo Stent, Chief Financial Officer.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN FRONTIER IP GROUP PLC.
THE NEW ORDINARY 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, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED
STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING
OF THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
New Ordinary Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Singer CM or any of their respective
affiliates, agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offer of the New Ordinary Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession
this Announcement comes are required by the Company and Singer CM to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering
of the New Ordinary Shares is being made in any such jurisdiction.
All offers of the New Ordinary Shares in the United Kingdom or the EEA will be
made pursuant to an exemption from the requirement to produce a prospectus
under the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not apply.
The New Ordinary 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 African Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the New Ordinary Shares;
and the New Ordinary Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the New Ordinary Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making an oral and legally
binding offer to acquire Placing Shares 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 the Appendix.
Allenby Capital Limited ("Allenby Capital") is acting as nominated adviser to
the Company in connection with the Placing and the proposed admission of the
New Ordinary Shares to trading on AIM. Allenby Capital is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the United
Kingdom. Allenby Capital is acting exclusively for the Company and no one else
in connection with the Placing, and Allenby Capital will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement. The
responsibilities of Allenby Capital as the Company's nominated adviser under
the AIM Rules for Nominated Advisers are owed solely to the Exchange and are
not owed to the Company or to any director of the Company or to any other
person.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Allenby Capital or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.
Singer Capital Markets Securities Limited ("Singer CM") is acting as broker
and as agent for and on behalf of the Company for the Placing. Singer CM 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 Placing,
and Singer CM will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Singer CM or by any of its Representatives as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than on the AIM market of the London
Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made. Except as
required by applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target market
of investors who meet the criteria of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the New Ordinary Shares may decline and investors
could lose all or part of their investment; (b) the New Ordinary Shares offer
no guaranteed income and no capital protection; and (c) an investment in the
New Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore,
it is noted that, notwithstanding the Target Market Assessment, Singer CM will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the New Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the New Ordinary Shares have been subject to a product approval
process, which has determined that the New Ordinary Shares are: (i) compatible
with an end target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target Market
Assessment"). Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New Ordinary Shares
offer no guaranteed income and no capital protection; and an investment in the
New Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore,
it is noted that, notwithstanding the EU Target Market Assessment, Singer CM
will only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the New Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.
Basis on which information is presented
In this Announcement, references to "£", "pence" and "p" are to the lawful
currency of the United Kingdom. All times referred to in this Announcement
are, unless otherwise stated, references to London time.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN FRONTIER IP GROUP PLC.
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, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER
OF SECURITIES FOR SALE 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, Singer CM or any of its 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 Singer CM to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering
of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.
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 African 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 or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Placing, each Placee will be deemed to have read and
understood this Announcement (including this Appendix) 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Singer CM 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 the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the United Kingdom other than Qualified
Investors or in circumstances in which the prior consent of Singer CM has been
given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;
3. in the case of a Relevant Person in a member state of the
EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in a Relevant State other than Qualified Investors
or in circumstances in which the prior consent of Singer CM has been given to
the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in a Relevant State other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix; and
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and any account
referred to in paragraph 4 above) is outside of the United States acquiring
the Placing Shares in offshore transactions as defined in and in accordance
with Regulation S under the Securities Act.
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
FCA in relation to the Placing or the Placing Shares and Placees' commitments
will be made solely on the basis of (i) the information contained in this
Announcement, (ii) any information publicly announced through a Regulatory
Information Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of the Company on or prior to the date of this
Announcement and (iii) the business and financial information that the Company
is required to publish in accordance with the AIM Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014 as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
MAR") (together, the "Publicly Available Information") and subject to any
further terms set forth in the form of 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 Singer CM or the Company or any other person and none of
Singer CM, 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
Singer CM 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, Singer CM, 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 be issued pursuant to the Company's existing share
authorities which were granted to the directors at the Company's previous
annual general meeting.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and will rank pari passu
in all respects with the existing issued ordinary shares of 10 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 it will not for a period
of 90 days after (but including) Admission, directly or indirectly, issue,
offer, sell, lend, pledge, contract to sell or issue, grant any option, right
or warrant to purchase or otherwise dispose of any Ordinary Shares (or any
interest therein or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to receive
Ordinary Shares or any substantially similar securities or otherwise enter
into any transaction (including derivative transaction) directly or
indirectly, permanently or temporarily, to dispose of any Ordinary Shares or
undertake any other transaction with the same economic effect as any of the
foregoing or announce an offering of Ordinary Shares or any interest therein
or to announce publicly any intention to enter into any transaction described
above. This agreement is subject to certain customary exceptions and does
not prevent the grant or exercise of options under any of the Company's
existing share incentives and share option schemes, or following Admission the
issue by the Company of any Ordinary Shares upon the exercise of any right or
option or the conversion of a security already in existence.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00 a.m. on 22
December 2025 and that dealings in the Placing Shares on AIM will commence at
the same time.
The Bookbuilding Process
Singer CM 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.
Singer CM 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 Placing
1. Singer CM is acting as sole bookrunner to the Placing, as
agent for and on behalf of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Singer CM to participate.
Singer CM and any of its affiliates are entitled to participate in the Placing
as principal.
3. The price per Placing Share (the "Placing Price") is fixed
at 15.5 pence and is payable to Singer CM (as agent for the Company) by all
Placees.
4. To participate in the Placing, prospective Placees should
communicate their bid orally by telephone or in writing to their usual sales
contact at Singer CM. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Placing Price. Bids may
be scaled down by Singer CM and Singer CM reserves the right not to accept
bids or to accept bids in part rather than in whole. A bid in the Placing 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
Singer CM's consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
5. Each Placee's allocation will be determined by Singer CM
and the Company in their discretion and will be confirmed orally Singer CM.
6. Each Placee's allocation and commitment (including the
number of Placing Shares) will be evidenced orally or in writing by Singer CM
and a form of confirmation will be despatched to such Placee by Singer CM as
soon as possible thereafter. The terms of this Appendix will be deemed
incorporated in that form of confirmation.
7. Singer CM's oral or written confirmation to such Placee of
its allocation constitutes an irrevocable legally binding commitment upon such
person (who will at that point become a Placee), in favour of Singer CM and
the Company, to subscribe for the number of Placing Shares the Company has
agreed to allot and issue to that Placee and to pay the Placing Price in
respect of each such share on the terms and conditions set out in this
Appendix and except with Singer CM's consent will not be capable of variation
or revocation after the time at which it is submitted.
8. Except as required by law or regulation, no press release
or other announcement will be made by Singer CM or the Company using the name
of any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
9. Irrespective of the time at which a Placee's allocation(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".
10. All obligations under the 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".
11. By participating in the Placing, 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.
12. To the fullest extent permissible by law and applicable FCA
rules and regulations, neither:
(a) Singer CM;
(b) any of its Representatives; nor
(c) to the extent not contained within (a) or (b), any person
connected with Singer CM as defined in the FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of Singer CM);
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 Singer CM nor any of its
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of Singer CM's conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
Singer CM and the Company may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
form of confirmation which will confirm the number of Placing Shares allocated
to them, the Placing Price and the aggregate amount owed by them to Singer CM.
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 Singer CM in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Singer CM.
Settlement of transactions in the Placing Shares (ISIN: GB00B63PS212)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to occur as soon as
possible after 8.00 a.m. on 22 December 2025 (the "Settlement Date") in
accordance with the forms of confirmation. Settlement will be on a delivery
versus payment basis. However, in the event of any difficulties or delays in
the admission of the Placing Shares to CREST or the use of CREST in relation
to the Placing, the Company and Singer CM may agree that the Placing Shares
should be issued in certificated form. Singer CM 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 3 percentage points above the
prevailing base rate of Barclays Bank plc as determined by Singer CM.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its
settlement details in order to enable instructions to be successfully matched
in CREST.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Singer CM may sell any or all of the Placing Shares allocated to
that Placee on their behalf and retain from the proceeds, for Singer CM'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
Singer CM all such authorities and powers necessary to carry out such sale and
agrees to ratify and confirm all actions which Singer CM 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 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. 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 Singer CM under the Placing Agreement in relation to the
Placing are, and the Placing is, conditional upon, inter alia:
(a) none of the representations, warranties and undertakings on the part of the Company contained in the Placing Agreement being untrue or inaccurate on the date on which the Placing Agreement is signed or Admission, by reference to the facts and circumstances then subsisting;
(b) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
(a) the Company having allotted, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(b) Admission having become effective at or before 8.00 a.m. on
22 December 2025 or such later time as Singer CM may agree with the Company
(not being later than 8.00 a.m. on 31 December 2025),
(all conditions to the obligations of Singer CM included in the Placing
Agreement being together, the "Conditions").
If any of the Conditions are not fulfilled or, where permitted, waived by
Singer CM in accordance with the Placing Agreement within the stated time
periods (or such later time and/or date as the Company and Singer CM may
agree), or the Placing Agreement is terminated in accordance with its terms,
the Placing will lapse and the Placees' rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee is acting)
in respect thereof.
By participating in the Placing, 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.
Singer CM may, in its absolute discretion and upon such terms as it thinks
fit, waive fulfilment of all or any of the Conditions in whole or in part, or
extend the time provided for fulfilment of one or more Conditions, save that
certain Conditions including the condition relating to Admission referred to
in paragraph (d) above may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this Appendix.
Singer CM may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither Singer CM nor any of its Representatives 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 Singer CM.
Termination of the Placing
Singer CM may, in its absolute discretion, by notice to the Company, terminate
the Placing Agreement at any time up to Admission if, inter alia:
(a) there has, in the opinion of Singer CM, been a breach of the
warranties given to it;
(b) there has, in the opinion of Singer CM, been a material
adverse change;
(c) any statement contained in this 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; or
(d) in the opinion of Singer CM, there has been a force majeure
event, as would in the opinion of Singer CM be likely to prejudice the success
of the Placing.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and
Singer CM that the exercise by the Company or Singer CM 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 Singer CM or for
agreement between the Company and Singer CM (as the case may be) and that
neither the Company nor Singer CM need make any reference to such Placee and
that none of the Company, Singer CM 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 Singer CM, 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 confirmation by Singer CM of each
Placee's allocation and commitments in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges and agrees (for itself and
for any such prospective Placee) with the Company and Singer CM (in its
capacity as bookrunner and placing agent of the Company in respect of the
Placing) that (save where Singer CM 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 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 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
applies in the United Kingdom as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the "UK 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 Singer CM 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 Singer CM, 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 Singer CM nor any person acting on behalf of it nor
any of its Representatives has or shall have any liability for any Publicly
Available Information, or any representation relating to the Company, provided
that nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
6.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares is
contained in 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 Publicly Available
Information;
(b) neither Singer CM, 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;
(c) it has conducted its own investigation of the Company, the
Placing 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 Singer CM 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 Singer CM nor any persons acting on its behalf nor
any of their respective Representatives is responsible for or has or shall
have any liability for any information, representation, warranty or statement
relating to the Company contained in this Announcement or the Publicly
Available Information nor will they be liable for any Placee's decision to
participate in the Placing 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, be a 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 Singer
CM: (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 Singer CM 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 the 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 is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a resident
of, or with an address in, or subject to the laws of, the United States,
Australia, Canada, the Republic of South Africa or Japan, and it acknowledges
and agrees that the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United States,
Australia, Canada, the Republic of South Africa or Japan and may not be
offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
14. it and the beneficial owner of the Placing Shares 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;
15. 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;
16. 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;
17. it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under 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);
18. 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;
19. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
20. 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 will, to the extent
they are delivered in certificated form, bear a legend to the following effect
unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
21. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those terms are
defined in Regulation D under the Securities Act) or any "directed selling
efforts" (as such term is defined in Regulation S under the Securities Act);
22. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in the Placing
and it has made such investigation and has consulted its own independent
advisers or otherwise has satisfied itself concerning, without limitation, the
effects of United States federal, state and local income tax laws and foreign
tax laws generally;
23. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
24. none of Singer CM, 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 Singer CM and that Singer CM 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 Singer CM 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
Singer CM 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 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. no action has been or will be taken by any of the Company,
Singer CM or any person acting on behalf of the Company or Singer CM 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;
27. 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 Singer CM 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 Singer CM in respect of the same on the basis that
the Placing Shares will be allotted to a CREST stock account of Singer CM or
transferred to a CREST stock account of Singer CM who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
28. 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;
29. 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;
30. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a Relevant State prior to
the expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an
offer to the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
31. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it
is within a Relevant State, it is a Qualified Investor as defined in Article
2(e) of the EU Prospectus Regulation;
32. 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 Singer CM 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;
33. 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 UK MAR
in respect of anything done in, from or otherwise involving the United
Kingdom);
34. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in the United Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of Singer CM has been given to each
proposed offer or resale;
35. if in the United Kingdom, unless otherwise agreed by Singer
CM, it is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS") and it is acquiring Placing Shares for investment only and not with a
view to resale or distribution;
36. if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it warrants that
it has received such information within the market soundings regime provided
for in Article 11 of UK MAR and has not:
(a) dealt (or attempted to deal) in the securities of the
Company or cancelled or amended a dealing in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order concerning the
Company's securities; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
37. Singer CM 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, Singer CM and/or any of its affiliates acting as an investor for
its or their own account(s). Neither Singer CM 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 Singer CM 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 Singer CM 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 Singer CM may decide at its sole discretion;
39. in order to ensure compliance with the Regulations, Singer
CM (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 Singer CM or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Singer CM' absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Singer CM' or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity Singer CM (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, either Singer CM 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. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it is acting in
concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
41. any money held in an account with Singer CM on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and regulations of the
FCA made under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from Singer CM' money in
accordance with the client money rules and will be used by Singer CM' in the
course of its business; and the Placee will rank only as a general creditor of
Singer CM;
42. neither it nor, as the case may be, its clients expect
Singer CM to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
COBS, and that Singer CM is not acting for it or its clients, and that Singer
CM will not be responsible for providing the protections afforded to clients
of Singer CM or for providing advice in respect of the transactions described
in this Announcement;
43. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the form of
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 Singer CM's conduct of the Placing;
44. 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;
45. it irrevocably appoints any duly authorised officer of
Singer CM 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;
46. the Company, Singer CM 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 Singer CM on its own behalf and on behalf of the Company and are
irrevocable;
47. 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 Singer CM 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);
48. subject to acquiring any Placing Shares, it will be bound by
the terms of the articles of association of the Company;
49. time is of the essence as regards its obligations under this
Appendix;
50. 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 Singer CM;
51. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
52. 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 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 Singer CM 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, Singer CM 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 Singer
CM, 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 Singer CM 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 Singer CM 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 Singer CM
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 Singer CM in the event that either the
Company and/or Singer CM have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Singer CM for itself and on behalf of the
Company and are irrevocable.
Singer CM is authorised and regulated in the United Kingdom by the FCA and is
acting exclusively for the Company and no one else in connection with the
Placing, and Singer CM will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
Singer CM 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 Singer CM 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
Singer CM, any money held in an account with Singer CM 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 Singer CM'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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
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. END IOEDZMMZGNMGKZG
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