REG - Gelion PLC - Proposed Placing and Retail Offer
18/12/2024 16:45
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RNS Number : 6411Q Gelion PLC 18 December 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER
DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF GELION PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.
TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN IN THE
SECTION ENTITLED "DEFINITIONS" OF THIS ANNOUNCEMENT.
18 December 2024
Gelion plc
("Gelion" or the "Company" or the "Group")
Proposed Placing and Subscription of 10,103,309 New Ordinary Shares
Retail Offer of up to 1,000,000 New Ordinary Shares
Proposed Appointment of Dr Graham Cooley as Non-Executive Director
Gelion (AIM: GELN) the Anglo-Australian battery innovator announces an equity
fundraising of approximately £1.5 million (before expenses) by way of the
issue of up to 10,103,309 New Ordinary Shares. The proposed Fundraising
comprises a Placing of up to 6,539,976 Placing Shares and a Subscription of
3,563,333 Subscription Shares, as detailed below, each at an Issue Price of 15
pence per New Ordinary Share.
The Company is also pleased to announce the proposed appointment of Dr Graham
Cooley as a Non-Executive Director. Dr Cooley brings a wealth of relevant
experience and knowledge to the Gelion Board through his background in the
power, energy storage and hydrogen sectors over more than 35 years. He was
previously Business Development Manager at National Power plc, the UK's
largest power generator, and CEO of ITM Power plc, the first hydrogen related
company quoted on AIM. Graham has been involved in a wide range of corporate
transactions and has raised over £600m for UK cleantech SMEs. He has been
an active investor in AIM cleantech companies for over a decade and holds a
PhD in Materials Physics, an MBA and has several fellowship appointments.
Graham is currently a Non-Executive Director of Cadent Gas, Non-Executive
Chairman of Light Science Technologies and Non-Executive Director of Cap-XX.
Dr Cooley intends to participate in the Fundraising by way of the Placing
through the issue of 666,666 Placing Shares at the Issue Price.
The proposed appointment of Dr Cooley to the board of Gelion remains subject
to approval from the Company's nominated adviser and completion of the
customary due diligence to satisfy itself as to board composition and the
suitability of the proposed director for the purpose of the AIM Rules for
Nominated Advisers.
A further announcement, including the requisite Schedule 2(g) disclosure
required under the AIM Rules for Companies, will be made in due course upon Dr
Cooley's appointment to the board of Gelion.
In addition to the Placing and Subscription, the Company intends to provide
existing Shareholders who have not taken part in the Placing or Subscription
with the opportunity to subscribe for up to 1,000,000 Retail Offer Shares at
the Issue Price to raise up to £0.15 million (before fees and expenses) by
way of a retail offer to be conducted on the Bookbuild Platform. A separate
announcement will be made shortly regarding the Retail Offer and its terms.
The Placing and Subscription are not conditional upon the Retail Offer. For
the avoidance of doubt, the Retail Offer is not part of the Placing or
Subscription.
Highlights of the Fundraising
· Placing and Subscription with new and existing institutional and
other investors to raise gross proceeds of approximately £1.5 million.
· Separately, each of the following Directors, namely Steve Mahon,
Thomas Maschmeyer, Joycelyn Morton, Michael Davie, John Wood and Amit Gupta
have confirmed that they intend to subscribe for, in aggregate, 1,033,330 New
Ordinary Shares at the Issue Price following publication of the Company's
financial results for the year ended 30 June 2024, expected to be on 27
December 2024.
· The Issue Price represents a discount of approximately 14.3 per
cent. to the closing mid-market price of an Ordinary Share of 17.5 pence on 17
December 2024 (being the latest practicable date prior to the release of this
Announcement).
· The proposed Retail Offer to raise up to £150,000, via the
Bookbuild Platform, for which a separate announcement will be made shortly.
· The net proceeds of the Fundraising will be used to provide
additional working capital.
· Admission is expected to take place on or around 24 December
2024.
· Awarding of a grant from the Australian Government in respect of
an Advanced Commercial Prototyping Centre ("ACPC") that the Company plans to
commission.
· Appointment of Oberon Capital, as its Joint Broker, with
immediate effect. Oberon Capital is a trading name of Oberon Investments
Limited.
John Wood, CEO of Gelion, commented: "Our team is diligently advancing the
commercial readiness of our innovative battery technologies. We are deeply
grateful for the continued support of our shareholders and are pleased to
welcome new investors joining us in this fundraise. These funds will help us
drive forward our goal of integrating Gelion's technologies into global supply
chains. A key focus in the short term is securing investment from strategic or
corporate partners to establish the ARENA-supported Advanced Cell Prototyping
Centre (ACPC). The ACPC will produce prototype cells using our technology,
enabling evaluation by end users and supply chain partners.
This marks an important stage in our growth, linking our advanced battery
solutions with a global network of partners committed to commercialization.
The support of investors and government agencies like ARENA empowers us to
deliver on our vision, create value, and solidify Gelion's position in the
evolving battery landscape.
I am particularly pleased also that, subject to the completion of customary
due diligence, we will be joined by Dr. Graham Cooley in the pursuit of our
mission. With his experience and understanding of the process of
commercialization of innovation, the interaction of companies with public
markets, combined with fundamental understanding of the science behind the
products Gelion is developing, Graham will bring very important perspective."
Dr. Graham Cooley, proposed Non-Executive Director of Gelion, commented: 'I am
looking forward to joining the Gelion board at the invitation of the Chairman
and CEO. I have been closely following the company's progress and am deeply
impressed by its Lithium-sulfur battery technology. With world-leading energy
density, lower costs, an ethical supply chain, and enhanced safety, Gelion's
innovative approach presents a transformative opportunity for the energy
storage market. I look forward to contributing to the company's continued
growth and success.'
Accelerated Bookbuild
The Placing will be effected by way of an accelerated bookbuild which will be
launched immediately following this Announcement, in accordance with the terms
and conditions set out in the Appendix to this Announcement, and will be
available to new and existing eligible institutional investors.
Cavendish is acting as nominated adviser, joint broker and joint bookrunner in
connection with the Placing. Oberon is acting as joint bookrunner in
connection with the Placing.
A placing agreement has been entered into today between the Company, Cavendish
and Oberon in connection with the Placing. Further details on the Placing,
which is subject to the terms and conditions set out in the Appendix to this
Announcement, are set out below.
Whilst the Company has already conducted a focused marketing exercise amongst
certain Shareholders and other investors, and the Company is pleased with the
level of indicative support received to date, there can be no certainty at
this time that the Placing will be successful.
The timing for the close of the accelerated bookbuild and allocation of the
Placing Shares shall be at the absolute discretion of Cavendish and Oberon, in
consultation with the Company. The final number of Placing Shares to be issued
pursuant to the Placing will be agreed by Cavendish, Oberon and the Company at
the close of the accelerated bookbuild. The result of the Placing will be
announced as soon as practicable thereafter. The Placing is not being
underwritten.
Further information on the Fundraising, including the expected timetable of
principal events, is set out below. This announcement should be read in its
entirety.
CONTACTS
Gelion plc via Alma
John Wood, CEO
Amit Gupta, CFO
Thomas Maschmeyer, Founder and Principal Technology Advisor
Cavendish Capital Markets Limited (Nominated Adviser, Joint Broker, Joint +44 207 220 0500
Bookrunner and UK Retail Offer Coordinator)
Corporate Finance
Neil McDonald
Seamus Fricker
Adam Rae
ECM/Sales
Louise Talbot
Graham Hall
Oberon Capital (Joint Broker and Joint Bookrunner) +44 203 179 5300
Nick Lovering
Mike Seabrook
Alma (Financial PR Adviser) +44 20 3405 0205
Justine James gelion@almastrategic.co.uk (mailto:gelion@almastrategic.co.uk)
Hannah Campbell
Will Ellis Hancock
Commercialisation milestones and progress
Since the completion of the Company's most recent fundraising in November
2023, the Company has achieved a number of key commercial objectives, each
marking a significant step towards Gelion producing a minimum viable product
capable of being manufactured at scale and which will be key to securing
strategic investment in the future.
The successful integration of the OXLiD business has accelerated the
advancement of the Company's proprietary Li-S cell chemistry leading to the
prototype fabrication of Gelion "GEN 3" cells. During testing conducted in
September 2024, the 12 Ah GEN 3 Li pouch cell delivered an energy density in
excess of 400 wh/kg, which is approximately 60% higher than the energy density
typically achieved by traditional lithium-ion batteries. GEN 3 also provides a
path toward higher safety and extension of cycle life. In achieving this,
Gelion's cells can address the potential needs of aerospace and defence
manufacturers and could provide a faster route to market for Gelion's
technology.
The Company announced joint development agreements with both IONBLOX (November
2023) and Glencore (June 2024) which the Directors believe is a clear signal
of the growing interest in Gelion's technology and product development.
In 2024, Gelion has also seen its first commercial order through the Group's
Integration Solutions Business. As announced in October this year, Gelion has
been selected to supply battery energy storage systems ("BESS") to Group
Energy Pty Ltd (part of the larger Borg Group), with the revenue from the
circa. £1m contract expected to be recognised in the current financial year.
The order marks an important tangible step for Gelion in establishing a new
route to market for Gelion's next-generation battery and leverages Gelion's
in-house expertise in battery management systems ("BMS") and BESS integration
capability, both of which are critical elements in bringing battery technology
to commerciality.
Gelion has also devised a proprietary metallurgical recycling process for
lithium-ion and lithium sulphur batteries which has the potential to provide
an additional opportunity for diversification of revenue streams,
simultaneously optimising the cell manufacturing process through the reduction
of waste, operating costs and preservation of equipment life. Gelion plans to
incubate this technology with the assistance of government grants and is
seeking independent investment to allow the team to focus on the core Li-S
technology development.
Background to and reasons for the Fundraising
In order to maintain the current trajectory of development, the Board believes
that Gelion should scale up its testing and manufacturing capability in order
to convert the interest shown by qualified customers in Gelion products. The
ability for Gelion to manufacture pouch cells 'in house' is the most
cost-efficient route to commercialisation; being significantly less expensive
than using external fabricators and the Board views this as key to unlocking
strategic investment in the future.
The Company therefore plans to commission an ACPC by Q1 2026 in Sydney,
Australia to accelerate this important next step in Gelion's journey with the
support of a £2.5 million grant awarded by the Australian Renewable Energy
Agency ("ARENA"), an agency of the Australian government (the "Grant"). The
Grant will cover 50% of the total cost of the ACPC project which is expected
to be £5.0 million including the capital expenditure and the operating
expenses of the project, some of which are already in Gelion's cost base (e.g.
Li-S employees, Li-S lab etc.). The award of the Grant was subject to
detailed due diligence and the finalisation of the definitive funding
agreement and underlines the Company's important role in delivering crucial
technologies for net zero, by helping to helping to electrify multiple
sectors.
The ACPC project has alignment with the objectives of ARENA's Battery
Breakthrough Initiative, which was announced by the Australian Government in
the 2024-25 Budget to promote the development of battery manufacturing
capabilities.
Shareholders should note that the ACPC Grant commencement is subject to Gelion
securing appropriate co-funding.
The establishment of the ACPC aligns with Gelion's capital light business
model as management believes that the limited investment in the ACPC will
potentially lead to licencing and manufacturing partnership opportunities.
Utilisation of ARENA's funding will enable Gelion to accelerate its pathway to
scale production and revenue, with the ACPC program targeted to deliver:
· production of c. 2,000 lithium sulfur ("LiS") and silicon sulfur
("SiS") cells per annum for validation with potential commercial offtake
partners, toward revenue generation;
· building out key global supply chain partners to underpin
commercial scale up;
· third party certification of Gelion sulfur battery safety;
· advanced manufacturing methods to create efficiencies when
scaling up production; and
· in-situ-assembly approach to sustainable electrode production
giving Gelion a strong advantage in reducing production costs and carbon
footprint.
The ACPC project costs include:
· capital expenditure towards equipment enabling the Company to
build and test prototype cells at an accelerated pace. Gelion already has
circa. 10 qualified customers globally who are ready to test the samples.
Gelion will retain complete ownership of any equipment acquired or IP
developed whilst being 50% funded by the Grant; and
· operating expenses for the following three years, part of which
includes a portion of Gelion's Li-S existing operating costs, which is
expected to reduce the Company's operating costs going forwards.
The Company's progress over the last 12 months has led to increased
recognition as to the prospectivity of Gelion's solutions and business model
across the energy storage industry. This in turn has led to a noticeable
strengthening of relationships with customers and supply chain partners across
Australia, Asia, Europe, the UK and the US. The Company is encouraged by its
ongoing discussions with major industry participants and is seeking to
leverage these to secure strategic investment in the medium term. The Board is
confident that the net proceeds of the Fundraising will provide sufficient
working capital to allow the Company to progress and conclude these
negotiations satisfactorily within the next six months. However, there can of
course be no certainty that such a transaction will materialise or that it
will be offered on terms that are acceptable to the Company.
Acknowledging this risk and the fact that the net proceeds of the Fundraising
are not expected to meet the Company's cash requirements for the next 12
months, the Board is taking steps to raise additional funding outside of the
Fundraising and proposed strategic investment through equity or debt including
seeking independent investment in incubated business units. Alongside this,
the Board is prudently considering measures to reduce its cash burn including
discontinuing non-core operations, reducing headcount, focusing development
activities, and implementing other cost-saving initiatives.
Following the Fundraising, the Board will rigorously review the business to
prioritise areas with near- and long-term profitability, positive cash flow,
and strategic alignment with Gelion's core strengths to drive commercial
progress. If sufficient debt or equity funding cannot be secured during FY25,
further cost reductions, scaling back operations, or, in extreme cases,
reassessing the Group's viability may be necessary.
Admission and Settlement
Admission of the New Ordinary Shares is expected to occur at 8.00 a.m. on 24
December 2024 (or such later time and/or date as Cavendish, Oberon and the
Company may agree, not being later than the Longstop Date), The New Ordinary
Shares will, on Admission, rank pari passu in all respects with the Existing
Ordinary Shares and will rank in full for all dividends and other
distributions declared, made or paid on the New Ordinary Shares after
Admission.
The Fundraising consists of the Placing, the Subscription and the Retail Offer
and will raise approximately £1.82 million in aggregate (assuming the Retail
Offer is taken up in full). The Fundraising is conditional upon the occurrence
of Admission. The Placing and Subscription are not conditional upon the Retail
Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing
or Subscription.
Use of proceeds
The expected application of funds raised in the Fundraising, assuming the
Placing, Subscription and Retail Offer are taken up in full, is summarised as
follows:
Source of Funds £M Use of Funds £M
Gross Proceeds from the Placing 0.98 Working Capital 1.58
Gross Proceeds from the Subscription 0.53 Transaction costs 0.24
Gross Proceeds from the Retail Offer 0.15
Gross Proceeds from the Directors Intended Participation 0.16
Total sources 1.82 Total use of funds available 1.82
Current trading and prospects
Based on its unaudited management accounts, the Company expects its FY24
results to be:
· Revenue (R&D tax incentives and grant income) for the year
ended 30 June 2024 to be c.£2.0 million, in line with market expectations
(£2.0 million);
· Adjusted EBITDA loss(( 1 (#_ftn1) )) of approximately £4.8
million, which is £1.1 million lower than FY23 Adjusted EBITDA loss of £5.9
million given tight cost discipline and £0.8 million ahead of market
expectations (Adjusted EBITDA loss of £5.6 million); and
· Net cash as at 30 June 2024 of £3.8 million which is c. £1.7
million higher than market expectations.
Throughout FY24, the Company has also had a focus on cost management reducing
annualised costs by over £1.0 million by successfully taking steps to limit
expenditure where possible.
The current financial year has started strongly, with the Company making good
progress across the business to accelerate commercialisation and value
realisation, namely:
· In September 2024, Gelion announced the achievement of an
important milestone - that its GEN 3 Li-S cell delivered an energy density in
excess of 400 wh/kg, which is approximately 60% higher than the energy density
typically achieved by 'traditional' lithium-ion batteries. Having achieved
this milestone, the Company now is focusing on improving cycle life.
· In September 2024, the Company announced the incorporation of a
wholly owned new subsidiary, Battery Minerals Ltd ("Battery Minerals") in the
UK, to develop and commercialise the Lithium-ion battery recycling technology
acquired from Johnson Matthey in 2023. Battery Minerals has also been awarded
a grant of up to £170k by the UK Government's Department of Business and
Trade, which will support a more detailed analysis of the technology as well
as an increase in the technology readiness level. Gelion believes this may
potentially lead to value creation from this non-core IP with limited
investment.
· In October 2024, the Company launched the Energy Storage
Integration business, with the award of the first commercial order circa. £1
million to supply a BESS to Group Energy Pty Ltd (part of the larger Borg
Group). With this order, the Company has accelerated the timetable to
commercial revenues of circa. £1 million and positive gross margin to be
recognised in this financial year. With limited working capital exposure
through good structuring and the use of readily available third-party cells,
these projects should enable modest margins but, importantly, margins that are
cash flow positive.
Proposed Participation of the Directors
The directors of the Company have confirmed their intention to subscribe for
1,033,336 new Ordinary Shares in aggregate between them (the "Directors'
Intended Participation"). As the Company is currently in a close period under
MAR until the publication of its full year results for the period ended 30
June 2024 ("Results"), the Directors are not permitted to enter into any
arrangement until after publication of the Results (and subject to each not
being in possession of any other unpublished price sensitive information at
such time). Results are expected to be published on 27 December 2024.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2024
Announcement of the Fundraising 18 December
Announcement of the results of the Placing and Subscription 19 December
Admission of the New Ordinary Shares to trading on AIM and commencement of 8.00 a.m. on 24 December
dealings
CREST accounts to be credited for New Ordinary Shares to be held in 24 December
uncertificated form
Dispatch of definitive share certificates for New Ordinary Shares to be held within 10 working days of applicable Admission
in certificated form
The Company and Cavendish reserve the right to alter the dates and times
referred to above. If any of the dates and times referred to above are altered
by the Company, the revised dates and times will be announced through a
Regulatory Information Service without delay.
All references to time in this announcement are to London time, unless
otherwise stated.
FUNDRAISING STATISTICS
Issue Price 15 pence
Number of Ordinary Shares in issue at the date of this announcement 136,010,603
Number of Placing Shares 6,539,976
Number of Subscription Shares 3,563,333
Number of Retail Offer Shares Up to 1,000,000
Number of New Ordinary Shares(i)(ii) 11,103,309
Number of Ordinary Shares in issue immediately following Admission(i)(ii) 147,113,912
Percentage of the Enlarged Share Capital represented by the New Ordinary 7.5 per cent.
Shares(i)(ii)
Gross Proceeds of the Placing £0.98 million
Gross Proceeds of the Subscription £0.53 million
Gross Proceeds of the Retail Offer £0.15 million
Estimated cash proceeds of the Fundraising receivable by the Company (net of £1.665 million
expenses)(iii)
(i) Assumes that all of the Placing Shares and Subscription Shares
are issued and that (save for the New Ordinary Shares) no other Ordinary
Shares are issued following the date of this announcement prior to Admission.
(ii) Assumes that the Retail Offer is taken up in full
(iii) Assumes transaction costs of approximately £0.24m.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN 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 (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH
AFRICA, JAPAN OR 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 PLACING 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.
This Announcement is not for public release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, South Africa, Japan or any other jurisdiction in which such
release, publication or distribution would be unlawful.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "US Securities Act"),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities laws of
Australia, Canada, South Africa, Japan, or any state, province or territory
thereof or any other jurisdiction outside the United Kingdom, except pursuant
to an applicable exemption from the registration requirements and in
compliance with any applicable securities laws of any state, province or other
jurisdiction of Australia, Canada, South Africa or Japan (as the case may be).
No public offering of the Placing Shares is being made in Australia, Canada,
South Africa or Japan or elsewhere.
No action has been taken by the Company or Cavendish or any of their
respective affiliates, or any of its or their respective directors, officers,
partners, employees, advisers and/or agents (collectively, "Representatives")
that would permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing any part of
this Announcement must satisfy themselves that it is lawful to do so.
No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such prospectus is required to be published.
Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company and Cavendish expressly disclaims any
obligation or undertaking to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
Cavendish Capital Markets Limited, which is authorised and regulated by
the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as
nominated adviser, joint broker and joint bookrunner exclusively for the
Company and no one else in connection with the Placing and will not regard any
other person (whether or not a recipient of this Announcement) as a client in
relation to the Placing and will not be responsible to anyone other than the
Company in connection with the Placing or for providing the protections
afforded to their clients or for giving advice in relation to the Placing or
any other matter referred to in this Announcement. The responsibilities of
Cavendish, as nominated adviser, are owed solely to London Stock Exchange
plc and are not owed to the Company or to any director or any other person
and accordingly no duty of care is accepted in relation to them. No
representation or warranty, express or implied, is made by Cavendish as to,
and no liability whatsoever is accepted by Cavendish in respect of, any of the
contents of this Announcement (without limiting the statutory rights of any
person to whom this Announcement is issued).
Oberon Investments Limited, trading as Oberon Capital, which is authorised and
regulated by the FCA in the United Kingdom, is acting as joint broker and
joint bookrunner exclusively for the Company and no one else in connection
with the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing and
will not be responsible to anyone other than the Company in connection with
the Placing or for providing the protections afforded to their clients or for
giving advice in relation to the Placing or any other matter referred to in
this Announcement. No representation or warranty, express or implied, is made
by Oberon as to, and no liability whatsoever is accepted by Oberon in respect
of, any of the contents of this Announcement (without limiting the statutory
rights of any person to whom this Announcement is issued).
This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Cavendish (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and Markets Act
2000, as amended ("FSMA") or the regulatory regime established thereunder)
and/or by any of its affiliates and/or any of its Representatives as to, or in
relation to, the accuracy, adequacy, fairness or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or their respective advisers or any
other statement made or purported to be made by or on behalf of Cavendish
and/or any of its affiliates and/or by any of its Representatives in
connection with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or otherwise
therefor is expressly disclaimed. No representation or warranty, express or
implied, is made by Cavendish and/or any of its affiliates and/or any of its
Representatives as to the accuracy, fairness, verification, completeness or
sufficiency of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly available
to any interested party or their respective advisers, and any liability
therefor is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Recipients of this
Announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities can go
down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial periods would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation from the requirement to produce a prospectus.
This Announcement is being distributed and communicated to persons in the
United Kingdom only in circumstances in which section 21(1) of FSMA does not
apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each Placee will be deemed to have
read and understood this Announcement (including the Appendix) in its
entirety, to be participating in the Placing and making an offer to acquire
and acquiring Placing Shares on the terms and subject to the conditions set
out in the Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
the Appendix to this Announcement.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
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. THE
TERMS AND CONDITIONS SET OUT HEREIN (THE "TERMS AND CONDITIONS") ARE FOR
INFORMATION ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION, WHO (A) FALL WITHIN
ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B)
FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; (2) IF IN MEMBER STATES OF THE EEA,
"QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION; OR (3) PERSONS TO WHOM THEY MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE
TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH
ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE 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 AN OFFER OF SECURITIES IN THE UNITED STATES. 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 UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of the Terms and Conditions 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, Cavendish Capital Markets Limited
("Cavendish"), Oberon Investments Limited, trading as Oberon Capital,
("Oberon"; and together with Cavendish, the "Joint Bookrunners" and each a
"Joint Bookrunner") or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing Shares or
possession or distribution of the Terms and Conditions 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
these Terms and Conditions come are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only
and do not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States (including its territories and possessions, any state of
the United States and the District of Columbia), Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
In the United Kingdom, the Terms and Conditions are 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 these Terms and Conditions, the Announcement or the Circular. 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 for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of 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 Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction in which such
offer, sale, re-sale or delivery would be unlawful.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process which has determined that the Placing Shares are: (i)
compatible with an end target market of: (A) retail investors; (B) investors
who meet the criteria of professional clients; and (C) eligible counterparties
(each as defined in MiFID II (as defined below)); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. Furthermore, it
is noted that, notwithstanding the UK Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt, the UK Target
Market Assessment does not constitute an assessment of suitability or
appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook, or a recommendation to any investor
or group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares. Each distributor is responsible
for undertaking its own target market assessment in respect of the Placing
Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process which has determined that the
Placing Shares are: (i) compatible with an end target market of: (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 Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners 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 an assessment of suitability or
appropriateness for the purposes of MiFID II, or a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of the Terms
and Conditions (or any part of them) should seek appropriate advice before
taking any action.
The Terms and Conditions should be read in their entirety.
Introduction
These Terms and Conditions apply to persons making an offer to acquire Placing
Shares under the Placing. Each Placee which confirms its agreement to the
relevant Joint Bookrunner to subscribe for Placing Shares under the Placing
hereby agrees with the relevant Joint Bookrunner and the Company that it will
be bound by these Terms and Conditions and will be deemed to have accepted
them.
The Company and the Joint Bookrunners may require any Placee to agree to such
further terms and/or conditions and/or give such additional warranties and/or
representations as they (in their absolute discretion) see fit and/or may
require any such Placee to execute a separate placing letter.
By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation or (ii) email
correspondence, in either case between representatives of the relevant Joint
Bookrunner and the relevant Placee (a "Recorded Commitment")), each Placee
will be deemed to have read and understood these Terms and Conditions in their
entirety, to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in these Terms and Conditions, and
to be irrevocably offering to participate and acquire Placing Shares on these
Terms and Conditions. Such offer shall be deemed to be accepted, and a
Placee shall become bound to acquire Placing Shares, when the relevant Joint
Bookrunner confirms to such Placee its allocation of Placing Shares. Upon
being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Issue Price.
Each Placee irrevocably represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Company and the Joint Bookrunners
that:
1. it is a Relevant Person and that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. 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 these Terms and Conditions;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) and agrees to
comply with the resale and transfer restrictions set out in these Terms and
Conditions; and
4. 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 2 above) is outside 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 (i)
the Financial Conduct Authority ("FCA") or (ii) any competent authority of any
Relevant Member State, in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly announced through
a Regulatory Information Service (as defined in the AIM Rules for Companies
(the "AIM Rules")) by or on behalf of the Company on or prior to the date of
these Terms and Conditions (the "Publicly Available Information") and subject
to any further terms set forth in writing in any contract note sent to an
individual Placee.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Joint Bookrunners or the Company or any other person and
neither of the Joint Bookrunners, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates 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 or these Terms and Conditions to be legal, tax, business or
other advice. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have entered into the Placing Agreement with the Company
pursuant to which, on the terms and subject to the conditions set out in such
Placing Agreement, each of the Joint Bookrunners as agent for and on behalf of
the Company, have agreed severally, and not jointly or jointly and severally,
to use their reasonable endeavours to procure Placees for the Placing Shares
at the Issue Price. The Placing is not being underwritten by either of the
Joint Bookrunners
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares,
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.
Application for admission to trading
Application(s) 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 the Admission Date and that
dealings in the Placing Shares on AIM will commence at the same time.
Principal terms of the Placing
1. Cavendish is acting as nominated adviser, joint broker and
joint bookrunner to the Placing, as agent for and on behalf of the Company.
2. Oberon is acting as joint broker and joint bookrunner to
the Placing, as agent for and on behalf of the Company.
3. Participation in the Placing is by invitation only and will
only be available to persons who may lawfully be, and are, invited by the
Joint Bookrunners to participate. The Joint Bookrunners and any of their
affiliates are entitled to participate in the Placing as principal.
4. Each Placee's allocation will be confirmed to Placees
orally, or in writing (which can include email), by the relevant Joint
Bookrunner and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. The relevant Joint Bookrunner's oral or written
confirmation will give rise to an irrevocable, legally binding commitment by
that Placee, in favour of the relevant Joint Bookrunner and the Company, under
which it agrees to acquire by subscription the number of Placing Shares
allocated to it at the Issue Price and otherwise on these Terms and
Conditions. Except with the consent of the relevant Joint Bookrunner, such
commitment will not be capable of variation or revocation.
5. The Issue Price is payable to the relevant Joint Bookrunner
(as agent for the Company) by all Placees.
6. Each Placee's allocation and whether such Placee
participates in the Placing will be determined by the relevant Joint
Bookrunner in its reasonable discretion following consultation with the
Company and will be confirmed by the relevant Joint Bookrunner.
7. Each Placee's commitment will be confirmed in and evidenced
by a Recorded Commitment. These Terms and Conditions will be deemed
incorporated into the contract which is entered into by way of a Recorded
Commitment and will be legally binding on the relevant Placee(s) on behalf of
whom the commitment is made with effect from the end of the Recorded
Commitment and, except with the relevant Joint Bookrunner's prior written
consent, will not be capable of variation or revocation after such time.
Without prejudice to the foregoing, a contract note recording each Placee's
commitment will be sent to them following the Recorded Commitment. These Terms
and Conditions shall be deemed incorporated into any such contract note.
8. Each Placee will confirm the maximum number of Placing
Shares it is willing to acquire in a Recorded Commitment. Once they have made
a Recorded Commitment, each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as
agent for the Company), to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of Placing
Shares such Placee has agreed to acquire.
9. The Joint Bookrunners reserve the right to scale back the
number of Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. The Joint Bookrunners also reserve the right not to
accept offers to subscribe for Placing Shares or to accept such offers in part
rather than in whole. The acceptance and, if applicable, scaling back of
offers shall be at the absolute discretion of the Joint Bookrunners.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners 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.
11. 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".
12. 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".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law and applicable FCA
rules, neither:
(a) either of the Joint Bookrunners;
(b) either of the Joint Bookrunner's affiliates, agents,
advisers, directors, officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with either of the Joint Bookrunners as defined in the FSMA ((b) and
(c) being together "affiliates" and individually an "affiliate" of each of the
Joint Bookrunners),
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 of the Joint Bookrunners
nor any of their respective affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting the Placing
as the Joint Bookrunners and the Company may agree.
Registration and settlement
By participating in the Placing, each Placee will be deemed to agree that it
will do all things necessary to ensure that delivery and payment is completed
as directed by the relevant Joint Bookrunner in accordance with either the
standing CREST or certificated settlement instructions which they have in
place with the relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Settlement
through CREST will be on a delivery versus payment basis ("DVP") unless
otherwise notified by the Joint Bookrunners and is expected to occur on the
Admission Settlement Date.
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 each of the Joint Bookrunners may agree that the Placing Shares
(or any of them) should be issued in certificated form. Each of the Joint
Bookrunners reserves the right to require settlement for any of the Placing
Shares, and to deliver any of the Placing Shares to any Placees, by such other
means as they deem necessary if delivery or settlement to any Placee 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 or
before 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 prevailing base rate of Barclays Bank plc as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of their Placing Shares
on their behalf and retain from the proceeds, for the Company's own account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the Issue Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon the sale of
its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, any relevant 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 the Joint Bookrunners under the Placing Agreement are, and
the Placing of the Placing Shares is, conditional upon, inter alia:
(a) the warranties and undertakings contained in the Placing
Agreement ("Warranties") being, in all material respects, true, accurate and
not misleading when made on the date of the Placing Agreement and at Admission
by reference to the facts and circumstances subsisting at that time;
(b) the Joint Bookrunners not having exercised their rights to
terminate the Placing Agreement; and
(c) Admission having occurred on or before 8.00 am on the
Admission Date.
All conditions to the obligations of the Joint Bookrunners included in the
Placing Agreement are together referred to in these Terms and Conditions as
the "conditions".
If any of the conditions is not fulfilled or, where permitted, waived in
accordance with the Placing Agreement within the stated time periods (or such
later time and/or date as the Company and the Joint Bookrunners may agree), or
the Placing Agreement is terminated in accordance with its terms, the Placing
(or such part of it as may then remain to be completed) will lapse and the
Placee's rights and obligations shall cease and terminate at such time and
each Placee agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect thereof.
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.
The Joint Bookrunners may, in their absolute discretion and upon such terms as
it thinks fit, waive fulfilment of all or any of the conditions in the Placing
Agreement which are capable of waiver, 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 (c) above) may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in these Terms and Conditions.
The Joint Bookrunners may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither of the Joint Bookrunners nor any of their affiliates, agents,
advisers, directors, officers or employees 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 (or any part thereof) nor for any decision any
of them may make as to the satisfaction of any condition or in respect of the
Placing generally (or any part thereof) and by participating in the Placing
each Placee agrees that any such decision is within the absolute discretion of
the Joint Bookrunners.
Termination of the Placing
Either of the Joint Bookrunners may, in their absolute discretion, by notice
to the Company, terminate the Placing Agreement at any time up to Admission
if, inter alia:
(a) any statement contained in the Announcement, the investor
presentation relating to the Fundraising or the Circular (the "Placing
Documents") has become or been discovered to be untrue, incorrect or
misleading in any material respect, or there is a material mistake or
inaccuracy in the Placing Documents, or any matter has arisen which would, if
the Placing Documents were issued at that time, constitute a material omission
from the Placing Documents or any of them or there arises any material new
factor, mistake or inaccuracy relating to the information in the Placing
Documents;
(b) any of the Warranties was untrue, inaccurate or misleading
in any material respect when made and/or that any of the Warranties has ceased
to be true or accurate or has become misleading in any material respect at any
time prior to Admission, in each case by reference to the facts and
circumstances subsisting at that time;
(c) any matter has arisen giving an entitlement on the part of
any indemnified person to make a claim under the indemnity contained in the
Placing Agreement in any material respect;
(d) the Company has not complied or cannot comply with any of
its obligations under the Placing Agreement or otherwise relating to the
Placing (to the extent that such obligations falls due to be undertaken prior
to Admission) and which is material in the context of the Company, the Placing
Agreement or the Fundraising; or
(e) there has been a force majeure event which in the opinion of
the relevant Joint Bookrunner, is, will or may be materially prejudicial to
the Company or to the successful outcome 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 these Terms and Conditions 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 the
Joint Bookrunners that the exercise by the Company or either of the Joint
Bookrunners of any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Company or the Joint Bookrunners or for agreement between the Company and the
Joint Bookrunners (as the case may be) and that neither the Company nor either
of the Joint Bookrunners need make any reference to such Placee and that
neither of the Company, the Joint Bookrunners nor any of their respective
affiliates, agents, advisers, directors, officers or employees 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.
By agreeing with the relevant Joint Bookrunner as agent of the Company to
subscribe for Placing Shares under the Placing, a Placee (and any person
acting on a Placee's behalf) will irrevocably acknowledge and confirm and
warrant and undertake to, and agree with, each of the Company and the relevant
Joint Bookrunner, in each case as a fundamental term of such Placee's
application for Placing Shares and of the Company's obligation to allot and/or
issue any Placing Shares to it or at its direction, that its rights and
obligations in respect of the Placing (or any part of it) will 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 in
any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and
agrees with each of the Joint Bookrunners (for itself and for any such
prospective Placee) that (save where the Joint Bookrunners expressly agree in
writing to the contrary):
1. it has read and understood these Terms and Conditions in
their 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 a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus or other
offering document:
(a) is required under any applicable law; and
(b) has been or will be prepared in connection with the Placing,
and, in particular, that the Subscription and Retail Offer referred to in the
Announcement and the Circular relating thereto are separate from the Placing
and do not form part of any offer or agreement concerning the Placing and/or
any Placing Shares;
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 and the Market Abuse
Regulation (EU Regulation No. 596/2014) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "MAR")), which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information concerning
any other publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and
the terms of the Placing and has relied on its own investigation of the
business, financial position and other aspects of the Company in accepting a
participation in the Placing and neither of the Joint Bookrunners nor the
Company nor any of their respective affiliates, agents, advisers, directors,
officers or employees 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 the
Announcement and these Terms and Conditions or the Publicly Available
Information; nor has it requested from the Joint Bookrunners, the Company, any
of their respective affiliates, agents, advisers, directors, employees or
officers or any person acting on behalf of any of them to provide it with any
such information;
5. neither of the Joint Bookrunners nor any person acting on
behalf of them nor any of their respective affiliates, agents, directors,
officers or employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the Company, provided
that nothing in the Terms and Conditions excludes the liability of any person
for any fraudulent misrepresentation made by that person;
6.
(a) the only information which it is entitled to rely on and on
which it has relied in committing to acquire the Placing Shares is contained
in this Announcement and the Publicly Available Information, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement and the
Publicly Available Information;
(b) neither of the Joint Bookrunner's nor any of their
affiliates, agents, directors, officers or employees 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 Placing Documents or 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 the Joint
Bookrunners or any person acting on their behalf may have conducted with
respect to the Company, the Placing or the Placing Shares;
7. the content of the Announcement and the other Publicly
Available Information as well as any information made available (in written or
oral form) in presentations or as part of roadshow discussions with investors
relating to the Company (the "Information") has been prepared by and is
exclusively the responsibility of the Company and that neither the Joint
Bookrunners nor any persons acting on their behalf are responsible for or has
or shall have any liability for any such Information, representation, warranty
or statement relating to the Company contained therein nor will they be liable
for any Placee's decision to participate in the Placing based on any
Information or any representation, warranty or statement contained therein or
otherwise. Nothing in these Terms and Conditions shall exclude any liability
of any person for fraudulent misrepresentation;
8. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges and agrees that it will pay
the total subscription amount in accordance with these Terms and Conditions by
the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other Placees or sold at such price as the Joint
Bookrunners determine;
9. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will honour such
obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in these Terms and Conditions) 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;
10. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of the
Prospectus Regulation and Regulation 5(1) of the UK Prospectus Regulation:
(a) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale in circumstances where either the Prospectus Regulation or the
UK Prospectus Regulation applies to, persons in any Relevant Member State or
in the UK other than Qualified Investors (as defined under the Prospectus
Regulation or the UK Prospectus Regulation respectively) in circumstances in
which the prior consent of the Joint Bookrunners has not been given to the
offer or resale; or
(b) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or in the UK other than EU or UK
Qualified Investors (as defined under the Prospectus Regulation or the UK
Prospectus Regulation respectively), the offer of those Placing Shares to it
is not treated under the Prospectus Regulation or the EU Prospectus Regulation
as having been made to such persons;
11. 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 have an address in, or be subject to the laws of, 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 Australia, Canada, the Republic of South
Africa or Japan and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
12. 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;
13. 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;
14. 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;
15. 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 all other applicable jurisdictions;
16. 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;
17. 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 and the Joint Bookrunners:
"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, DIRECTLY OR INDIRECTLY, WITHIN, INTO
OR FROM THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) 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";
18. 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 the Securities Act) or any "directed selling efforts" (as such term
is defined in Regulation S under the Securities Act);
19. it will not distribute, forward, transfer or otherwise
transmit these Terms and Conditions and/or the Announcement or any part of
them, 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;
20. neither the Joint Bookrunners, nor their affiliates or 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 either of the Joint
Bookrunners and that no Joint Bookrunner has any 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;
21. it will make payment to the relevant Joint Bookrunner for
the Placing Shares allocated to it in accordance with these Terms and
Conditions on or by the specified time (being the Admission Settlement Date in
respect of any Placing Shares), failing which the relevant Placing Shares may
be placed with others on such terms as the Joint Bookrunners determine in
their absolute discretion without liability to the Placee and it will remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in these Terms and Conditions) which may
arise upon the sale of such Placee's Placing Shares on its behalf;
22. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that the relevant Joint Bookrunner may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
23. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company or the
Joint Bookrunners 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;
24. 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;
25. neither of the Joint Bookrunners or the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax payable
on the acquisition of the Placing Shares. 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 each of the Joint Bookrunners
in respect of the same on the basis that the Placing Shares will be allotted
to a CREST stock account of either of the Joint Bookrunners or transferred to
a CREST stock account of either of the Joint Bookrunners who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
26. 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, or the person
specified by it for registration as holder of Placing Shares, 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;
27. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its ordinary
shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;
28. as far as it is aware it is not acting in concert (within
the meaning given in The City Code on Takeovers and Mergers) with any other
person in relation to the Company, save as previously disclosed to the Joint
Bookrunners;
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 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;
31. 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 neither these Terms and Conditions
nor the Announcement has not been approved by either of the Joint Bookrunners
in their 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;
32. it has complied and it will comply with all applicable laws
in any jurisdiction with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the United
Kingdom);
33. 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, any person save in circumstances in
which the express prior written consent of the Joint Bookrunners has been
given to the offer or resale;
34. if it has received any inside information (for the purposes
of the MAR and/or section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of the
Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
35. neither of the Joint Bookrunners, the Company nor any of
their respective affiliates, agents, advisers, directors, officers or
employees nor any person acting on behalf of the Joint Bookrunners or their
affiliates, agents, advisers, directors, officers or employees nor any person
acting on behalf of any of them is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the Placing
nor in respect of any representations, warranties, acknowledgements,
agreements, undertakings, or indemnities contained in the Placing Agreement
nor the exercise or performance of any of the Joint Bookrunner's rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
36. the Joint Bookrunners and their 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 the Announcement
and/or these Terms and Conditions to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as including any
offer to, or subscription, acquisition or dealing by, the Joint Bookrunners
and/or any of their affiliates acting as an investor for its or their own
account(s). Neither of the Joint Bookrunners 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;
37. it:
(a) has complied, and will comply, with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017;
(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,
(all such statutes, rules and regulations referred to in this paragraph 37
together, the "Regulations") and if making payment on behalf of a third party,
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and it has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to the Joint Bookrunners such evidence, if any, as to the identity or
location or legal status of any person which they may request from it in
connection with the Placing (for the purpose of complying with the Regulations
or ascertaining the nationality of any person or the jurisdiction(s) to which
any person is subject or otherwise) in the form and manner requested by the
Joint Bookrunners on the basis that any failure by it to do so may result in
the number of Placing Shares that are to be acquired by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as the Joint
Bookrunners may decide in their discretion;
38. in order to ensure compliance with the Regulations, the
Joint Bookrunners (each for themselves and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the Joint Bookrunners
or the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be retained at
the Joint Bookrunners' absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at the Joint
Bookrunners' or the Company's registrars', as the case may be, in their
absolute discretion. If within a reasonable time after a request for
verification of identity the Joint Bookrunners (each for themselves and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, either the Joint Bookrunners and/or the Company
may, at their absolute discretion, terminate their 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;
39. its commitment to acquire Placing Shares on the Terms and
Conditions will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or the Joint Bookrunners' conduct of the Placing;
40. 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;
41. it irrevocably appoints any duly authorised officer of any
of the Joint Bookrunners 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 which it agrees to acquire upon the these Terms and Conditions;
42. the Company, the Joint Bookrunners and others (including
each of their respective affiliates, agents, advisers, directors, officers and
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which are given
to the Joint Bookrunners, each on their own behalf and on behalf of the
Company and are irrevocable;
43. 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 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;
44. time is of the essence as regards its obligations under
these Terms and Conditions;
45. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to the Joint Bookrunners;
46. the Placing Shares will be issued subject to these Terms and
Conditions; and
47. these Terms and Conditions and all documents into which
these Terms and Conditions are incorporated by reference or of which they
otherwise validly form 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 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 (contractual or otherwise) or matter arising
out of or in connection with such contract except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares (together
with interest chargeable thereon) may be taken by the Company or the Joint
Bookrunners in any jurisdiction in which the relevant Placee is incorporated
or in which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Joint
Bookrunners and each of their respective affiliates, agents, directors,
officers and employees 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 these Terms and Conditions or
incurred by the Joint Bookrunners, the Company or any of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placee's obligations as set out in these Terms and
Conditions, and further agrees that the provisions of these Terms and
Conditions shall survive after the completion of the Placing.
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, directly by the
Company. Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor the Joint Bookrunners shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and they should notify the Joint
Bookrunners accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the United Kingdom by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that either of the Company and/or the Joint Bookrunners have
incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in these Terms and Conditions are given to each Joint Bookrunner for itself
and on behalf of the Company and are irrevocable.
Cavendish 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 Cavendish will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any other
matters referred to in these Terms and Conditions.
Oberon 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 Oberon 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 these Terms and Conditions.
Each Placee and any person acting on behalf of the Placee acknowledges that
the Joint Bookrunners do 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.
The provisions of these Terms and Conditions may be varied, waived or modified
as regards specific Placees or on a general basis by the Joint Bookrunners
provided always that such variation, waiver or modification is not materially
prejudicial to the interests of the Company.
In the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these Terms and Conditions are to each of such Placees and such
joint Placees' liability is joint and several.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Joint Bookrunners may (at their absolute discretion) satisfy
their obligations to procure Placees by themselves 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 a
Joint Bookrunner, any money held in an account with the relevant Joint
Bookrunner on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the relevant
rules and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules: as a consequence this money will not be segregated
from the relevant Joint Bookrunner 's money in accordance with the client
money rules and will be held by it under a banking relationship and not as
trustee.
In these Terms and Conditions any words following the terms "including",
"include", "in particular", "for example" or any similar expression shall be
construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
References to time in the Terms and Conditions are to London time, unless
otherwise stated.
All times and dates and certain other information in these Terms and
Conditions and in the Announcement may be subject to amendment and/or
updating. Placees will be notified of any material changes.
No statement in the Announcement or these Terms and Conditions is intended to
be a profit forecast or estimate, and no statement in the Announcement or
these Terms and Conditions 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 AIM.
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,
these Terms and Conditions.
DEFINITIONS
The following definitions apply to these Terms and Conditions:
Admission admission of the Placing Shares, the Subscription Shares and the Retail Offer
Shares to trading on AIM becoming effective as provided in Rule 6 of the AIM
Rules for Companies;
Admission Date 8.00 a.m. on 24 December 2024 or such later time as the Joint Bookrunners may
agree with the Company but in any event no later than 8.00 a.m. on the Long
Stop Date;
Admission Settlement Date the date the settlement of transactions in the Placing Shares, the
Subscription Shares and the Retail Offer Shares following Admission will take
place within the CREST system (subject to certain exceptions) which is
expected to occur on 24 December 2024;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by London Stock Exchange from time to
time;
Announcement the announcement regarding the Fundraising, including these Terms and
Conditions;
Board the board of directors of the Company;
Bookbuild Platform the online capital markets platform developed by BB Technology Limited which
will host the Retail Offer;
Cavendish Cavendish Capital Markets Limited, registered in England and Wales under
number 06198898 whose registered office is at One Bartholomew Close, London
EC1A 7BL (together with its affiliates), and for the purpose of trade
settlement in the Placing means Cavendish Securities plc, registered in
England and Wales under number 05210733 whose registered office is at One
Bartholomew Close, London EC1A 7BL;
certificated or in certificated form refers to an Ordinary Share which is not in uncertificated form (that is, not
in CREST);
Company Gelion plc registered in England and Wales under number 09796512 whose
registered office is at C/O Armstrong Level 4 Ldn:W, 3 Noble Street, London,
EC2V 7EE;
Companies Act the Companies Act 2006, as amended;
CREST the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear UK &
International;
Directors the directors of the Company;
Enlarged Share Capital the Ordinary Shares in issue immediately following Admission;
Euroclear UK & International Euroclear UK & International Limited;
Existing Ordinary Shares the 136,010,603 issued Ordinary Shares of the Company as at the date of this
announcement;
FCA the Financial Conduct Authority;
FSMA the Financial Services and Markets Act 2000, as amended;
Fundraising together the Placing, the Subscription and the Retail Offer;
Group the Company and its subsidiary undertakings (as defined in the Companies Act)
as at the date of this announcement;
Intermediaries any financial intermediaries that are appointed by Cavendish as the "Retail
Offer Coordinator" in connection with the Retail Offer;
Issue Price 15 pence per New Ordinary Share;
Joint Brokers or Joint Bookrunners together, Cavendish and Oberon and "Joint Broker" or "Joint Bookrunner" shall
mean any one of them;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 7 January 2025;
MAR the Market Abuse Regulation (EU/596/2014) as it forms part of the domestic law
of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as
amended from time to time);
New Ordinary Shares together, the Placing Shares, Subscription Shares and the Retail Offer Shares;
Oberon Oberon Investments Limited, registered in England and Wales under number
02198303 whose registered office is at 1st Floor 12 Hornsby Square,
Southfields Business Park, Basildon, Essex, England, SS15 6SD (together with
its affiliates);
Ordinary Shares the ordinary shares of £0.001 each in the capital of the Company;
Placees the persons with whom Placing Shares are placed pursuant to the Placing;
Placing the conditional placing of the Placing Shares by the Joint Bookrunners on
behalf of the Company at the Issue Price, in accordance with the Placing
Agreement;
Placing Agreement the conditional placing agreement dated 18 December 2024 relating to the
Placing of the Placing Shares between the Company and the Joint Bookrunners;
Placing Shares the new Ordinary Shares to be issued by the Company at the Issue Price
pursuant to the Placing to Placees which are proposed to be admitted to
trading on AIM on the Admission Date;
Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017;
Regulation S Regulation S under the Securities Act;
Regulatory Information Service has the meaning given to it in the AIM Rules
Relevant Member State a member state of the European Economic Area which has implemented the
Prospectus Regulation;
Retail Investors existing shareholders of the Company who are resident in the United Kingdom
and are a customer of an Intermediary who agree conditionally to subscribe for
Retail Offer Shares in the Retail Offer;
Retail Offer the proposed offer of the Retail Offer Shares to Retail Investors through
Intermediaries via the Bookbuild Platform pursuant to the "Retail Offer
Intermediaries Agreement";
Retail Offer Shares the new Ordinary Shares to be issued by the Company at the Issue Price
pursuant to the Retail Offer;
Shareholders registered holders of Ordinary Shares;
Subscribers persons who agree to subscribe for Subscription Shares pursuant to
Subscription Agreements;
Subscription the subscription by the Subscribers directly with the Company for Subscription
Shares pursuant to the Subscription Agreements;
Subscription Agreements the agreements entered into between the Company and the Subscribers pursuant
to which the Subscribers will agree to subscribe for the Subscription Shares
at the Issue Price;
Subscription Shares the new Ordinary Shares to be issued by the Company to the Subscribers at the
Issue Price pursuant to the Subscription which are proposed to be admitted to
trading on AIM on the Admission Date;
uncertificated or in uncertificated form recorded on a register of securities maintained by Euroclear in accordance
with the CREST Regulations as being in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST;
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
UK Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017, as it forms part of the law of England and Wales by virtue of
section 3 of the European Union (Withdrawal) Act 2018 and as modified by or
under domestic law; and
United States or US the United States of America, its territories and possessions, any state of
the United States and the District of Columbia and all areas subject to its
jurisdiction, or any political subdivision thereof.
1 (#_ftnref1) Excludes non-recurring expenses such as net loss on sales of
fixed assets, IP write off, transaction costs, and other associated costs and
share based payments.
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