REG - GETECH Group plc - Placing and Subscription to raise up to £1.5m
08/08/2024 18:00
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RNS Number : 8065Z GETECH Group plc 08 August 2024
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HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
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THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER
OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF THE COMPANY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
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CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.
8 August 2024
Getech Group plc
("Getech", or the "Company")
Placing and Subscription to raise up to £1.5 million before expenses
Getech Group plc, a world-leading locator of subsurface resources, today
announces its intention to raise up to £1.5 million before expenses by way of
(i) a placing of new Ordinary Shares ("Placing Shares") at a price of 2 pence
per new Ordinary Share (the "Issue Price") to new and existing institutional
and other investors (the "Placing") and (ii) a subscription of new Ordinary
Shares ("Subscription Shares") at the Issue Price by certain of the Company's
Directors (the "Subscription"). In addition, the Company is launching a
separate conditional retail offer to existing retail investors via the
BookBuild platform to raise up to £0.2 million at the Issue Price (the
"Retail Offer" and together with the Placing and Subscription, the
"Fundraising").
The Placing will be undertaken by way of an accelerated bookbuild process (the
"Bookbuild"), which will be launched immediately following this announcement
(being, together with the Appendices hereto, the "Announcement") and will be
made available to new and existing institutional and other investors.
Cavendish Capital Markets Limited ("Cavendish") is acting as nominated
adviser, broker and sole bookrunner in respect of the Placing. Further details
of the Bookbuild and the background to and reasons for the Fundraising are
provided below and in the Appendices of this Announcement.
The Placing, Subscription and Retail Offer are conditional, inter alia, upon
the Shareholders passing the Resolution to be proposed at a general meeting of
the company to be held at 10.00 a.m. on 27 August 2024 at the offices of
Cavendish at One Bartholomew Close, London, EC1A 7BL.
The net proceeds of the Fundraising, along with the Company's existing cash
will be deployed to deliver further progress on sustainable growth, whilst
also strengthening the balance sheet and enabling a modest spend on targeted
research & development activities.
Further details on the background to and reasons for the Fundraising are set
out below.
The Issue Price represents a premium of approximately 11.11 per cent. to the
closing mid-market price on 8 August 2024, being the latest practicable date
before this Announcement.
The number of Placing Shares to be issued will be agreed by the Company and
Cavendish at the close of the Bookbuild. The timing of the closing of the
Bookbuild and allocations are at the discretion of the Company and Cavendish.
Details of the number of Placing Shares and Subscription Shares to be issued
will be announced as soon as practicable after the close of the Bookbuild. The
Fundraising is not conditional upon the approval of the Company's
shareholders.
Your attention is drawn to the Additional Information set out below.
Appendix I sets out further information relating to the Bookbuild and the
terms and conditions of the Placing. Persons who have chosen to participate
in the Placing, by making an oral, electronic or written offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety (including the Appendices) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in Appendix I.
Unless otherwise indicated, capitalised terms in this Announcement have the
meanings given to them in Appendix II to this Announcement.
Richard Bennett, CEO, commented:
"In the last 12 months we have significantly reduced Group costs, refocused
the business on our core expertise of selling sub-surface data and we have
worked hard to develop an expanded sales pipeline worth £9.6m. The proposed
Placing will deliver financial stability, enable us to accelerate conversion
of the sales pipeline and provide further R&D investment with the
objective of the business becoming cash-flow positive on a sustainable basis
this year. We are also ensuring that the opportunity to be involved in the
Placing is being made available to all our shareholders."
For further information, please contact:
Getech Group plc Tel: 0113 322 2200
Richard Bennett, CEO
Cavendish Capital Markets Limited Tel: 020 7397 8900
Neil McDonald / Pete Lynch (Corporate Finance)
Dale Bellis / Jasper Berry (Sales)
Novella Communications Tel: 0203 151 7008
Tim Robertson / Safia Colebrook
getech@novella-comms.com (mailto:getech@novella-comms.com)
Additional Information
Background to and reasons for the Fundraising
Getech is seeking to expand its role in the global move to a clean energy
future. The Company owns the largest commercial database of potential fields
data, coupled with its geoscience expertise, AI-driven analytics and extensive
GIS capabilities, the Company provides valuable and actionable insights to
support resource discovery and development by exploration companies around the
world. To achieve the energy transition, a substantial number of new, very
large discoveries are required, with current estimates indicating that the
industry needs to discover more than twelve trillion dollar of new energy
resources to deliver a low-carbon economy. Getech is applying the Company's
core geoscience data and skills to support exploration of these vital energy
resources.
Since the appointment of Richard Bennett as CEO last year, the management team
has refocused the business on its core strength of data led sub-surface
exploration and reduced the costbase by approximately 28%. Despite a
challenging market backdrop the restructuring of the business has enabled the
management team to focus on sustainably growing the underlying profitability
of the business whilst investing in enhancing its advanced geoscience
technological and product distribution capabilities.
The Company's client portfolio is wide-ranging and the Board remain committed
to targeting further diversification beyond the core oil and gas sector
clients, with an ambition of delivering at least half of the Company's revenue
from exploration companies focused on locating the natural resource
discoveries needed to deliver the energy transition. The management team have
delivered a significant diversification of revenue during the course of the
year ended 31 December 2023, with transitional petroleum now accounting for 67
per cent of the Company's revenue as opposed to 93 per cent in the year ended
31 December 2021. This has been balanced by an increase in revenue
contributions of clients in the critical minerals, geothermal and carbon
storage solution sectors.
Getech's substantial database of potential fields data, covering both magnetic
and gravity data, is accessed via its Globe platform, with a focus on
delivering a 'software as a service' revenue model. The Globe platform
continues to be developed with the introduction of advanced artificial
intelligence and machine learning techniques in addition to new search
capabilities. The strategy of pursuing annual recurring revenue ("ARR")
through a subscription model is aligned with the goal of delivering ARR
in-excess of the Company's cost-base, which has been reduced by approximately
£2.0 million per annum through the refocused strategy. ARR currently stands
at approximately £2.9 million per annum, a 9 per cent increase from the
position at 30 June 2023.
Encouragingly, the sales pipeline has also benefited from the refocused
strategy and the emphasis on diversifying revenue across the wider energy
transition. The Company currently has a pipeline of approximately £9.6
million in qualified sales prospects split across the Globe platform and
software, geoscience data and geoscience services.
In addition to this pipeline, additional upside potential is delivered through
a new equity participation model with specific customers aimed at earning a
future share in assets which has the potential to generate substantially
higher returns from Getech's data than has historically been achieved. During
the course of 2024, Getech has successfully entered into the first such
agreement with East Star Resources, a company undertaking copper exploration
in Kazakhstan, and the Company has since entered into a similar deal in the
natural hydrogen sector. Whilst seeking to maximise the opportunity when
appropriate, there is a further pipeline of potential joint exploration
agreements with an additional five parties operating across various sectors.
Use of Proceeds of the Fundraising
The net proceeds of the Fundraising, along with the Company's existing cash
will be deployed to deliver further progress on sustainable growth, whilst
also strengthening the balance sheet and enabling a modest spend on targeted
research & development activities.
The net proceeds of the Fundraising will be deployed as follows:
1. £750,000 - Growth Capital - to fund key hires in the Sales and
Business Development teams to accelerate the delivery of the £9.6 million
sales pipeline as well as the joint exploration agreements, with a view to
delivering revenue in the next 6-12 months. Specifically:
a. The recruitment of an EMEA sales lead to drive sales of Globe and
geoscience services in the mining sector and the recruitment of a US sales
lead to focus on the sale of Globe and geosciences services across multiples
in the region
b. The recruitment of a global business development individual to
pursue and deliver joint exploration agreements for natural hydrogen and
critical minerals projects
c. Supporting the marketing budget in the fast-growing data-led
exploration market
2. £500,000 - Balance sheet strengthening and working capital - to
deliver a stable business through the annual working capital cycle and enable
the finalisation of the internal restructuring of the team with a view to
delivering an EBITDA positive business in the year to 31 December 2024.
3. £250,000 - Research & Development - with a view to the
expansion of the engineering team to increase the machine learning capability
within the Company and to implement digital search genomes for natural
hydrogen and other critical minerals.
a. The Company is seeking to hire two data scientists to deliver on
this targeted approach
The remaining balance of the Fundraising (if any) will go towards general
working capital needs to support growth and provide additional balance sheet
strength.
Current Trading and Prospects
During a challenging year to 31 December 2023, the Company focused on
implementing a significant restructuring to allow it to focus on its core
competency of enabling data-led sub-surface exploration with a broad range of
customers. Following these changes, Getech now operates in a different style
compared to the start of 2023, with a reduced cost base and increasing
contributions of ARR. Despite these circumstances, in 2023 the Company
delivered revenue of £4.0 million, with ARR standing at £2.8 million and the
order book stood at £4.6 million as at 31 December 2023. However, as the
impact of the reduced cost base will need time to be reflected in the
financial performance of the Company, Getech incurred an operating loss of
£5.2 million in the year.
Evidence of the refreshed strategy being delivered can be found in the split
of revenues earned in the year:
· Transitional Petroleum - 67% (FY21: 93%)
· Carbon Storage Solutions - 15% (FY21: nil)
· Critical Minerals - 11% (FY21:
5%)
· Geothermal -
7% (FY21: nil)
Trading has improved in the first six months of 2024, and based on unaudited
management accounts the Company has delivered revenue of £2.2 million (FY23:
£1.9 million) with ARR now standing at £2.9 million (FY23: £2.6 million)
and the order book as at 30 June 2024 was £4.7 million (FY23: £4.3 million).
In addition, the annualised cost base now stands at £5.5 million (FY23:
£7.6m). As at 30 June 2024, the Company's cash balance stood at £0.2
million.
The Company's qualified sales pipeline now stands at £9.6 million and is
split across the core competencies of the Company:
· Globe platform and software - £4.9
million
· Geoscience data
- £1.9
million
· Geoscience services
- £2.8 million
Outlook
Energy security remains a key global concern and the mining sector is
investing significant sums in exploring for new resources which underpins
Getech's future prospects for the long-term.
For the current year, the significantly increased qualified sales pipeline of
£9.6 million reflects the increase in demand for the Company's services.
Conversion of the sales pipeline has been slower than anticipated which will
result in revenues for FY2024 being lower than current market expectations and
is behind the Board's decision to resolve near-term liquidity concerns and
invest in accelerating the conversion of our new business pipeline.
The Board purposely limited the amount being raised given the recent weakness
in the share price and is determined to ensure that all shareholders are able
to participate in the proposed Fundraising.
The Fundraising will bolster the financial stability of the business which we
expect to be further enhanced by the sale of Nicholson House, the Company's
headquarters, expected to be completed by the end of 2024. The property holds
a RICS valuation of £860,000 and the Company expects that a successful sale
would provide approximately £500,000 for use in the business.
Overall, the Board is therefore confident that the Company is in a position to
convert the expanded sales pipeline and capitalise on the positive growth
drivers in the sector.
Shareholders should note that in the event that the Resolution is not passed,
Admission will not occur and the Company would not receive the funds from the
Fundraising, which would limit the amount of working capital available to the
Company. There is no certainty that other funding would be available on
suitable terms or at all. Accordingly, in light of the Group's cash position,
it would be likely that the Company would have to severely restrict its costs,
potentially impacting its ability to progress its growth strategy and generate
value for the Group.
Details of the Fundraise
The Placing
The Placing will be conducted by way of an accelerated bookbuild (the
"Bookbuild") which will be launched immediately upon the publication of this
Announcement and will be made available to new and existing institutional
investors.
Cavendish is acting as nominated adviser, broker and sole bookrunner to the
Company in respect of the Placing. The Placing is not being underwritten.
The Placing is subject to the Terms and Conditions set out in Appendix I to
this Announcement. Cavendish will commence the Bookbuild immediately following
the release of this Announcement. The final number of Placing Shares to be
placed at the Issue Price will be decided following completion of the
Bookbuild. The book will open with immediate effect following this
Announcement. The timing of the closing of the book and allocations are at the
absolute discretion of Cavendish and the Company. Details of the number of
Placing Shares to be issued will be announced as soon as practicable after the
close of the Bookbuild.
The New Ordinary Shares will be free of all liens, charges and encumbrances
and will, when issued and fully paid, be identical to and rank pari passu in
all respects with the existing Ordinary Shares, including the right to receive
all future distributions, declared, paid or made in respect of the Ordinary
Shares following the date of Admission.
The Subscription
As part of the Fundraising, the Company is intending to enter into
subscription agreements with certain of the Directors (being Michael
Covington, Richard Bennett, Andrew Darbyshire, Chris Jepps and Emma Parker)
and members of the senior management team of the Company, who have indicated
that they intend to subscribe for a total of 6,358,958 Subscription Shares
respectively at the Issue Price (the "Subscription Agreements").
The Retail Offer
The Company values its retail Shareholder base and believes that it is
appropriate to provide its existing retail Shareholders resident in the United
Kingdom the opportunity to participate in the Retail Offer.
The Company is therefore making the Retail Offer available in the United
Kingdom through the participating financial intermediaries which will be
listed, subject to certain access restrictions, on the following website:
https://www.bookbuild.live/deals/D1MGG1/authorised-intermediaries
(https://www.bookbuild.live/deals/D1MGG1/authorised-intermediaries) .
Cavendish will be acting as retail offer coordinator in relation to this
Retail Offer (the "Retail Offer Coordinator").
Existing retail Shareholders can contact their broker or wealth manager
("intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
platform, have an active trading account with the Retail Offer Coordinator and
have been approved by the Retail Offer Coordinator as an intermediary in
respect the Retail Offer, and agree to the final terms and conditions of the
Retail Offer, which regulate, the conduct of the Retail Offer on market
standard terms and provide for the payment of commission to any intermediary
that elects to receive a commission and/or fee (to the extent permitted by the
FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the
Company).
Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom at
8.00 a.m. on 9 August 2024. The Retail Offer is expected to close at 4.30 p.m.
on 21 August 2024. Investors should note that financial intermediaries may
have earlier closing times. The Retail Offer may close early if it is
oversubscribed.
To be eligible to participate in the Retail Offer, applicants must be a
customer of one of the participating intermediaries listed on the above
website, resident in the United Kingdom and, as at the date of this
Announcement or prior to placing an order for Retail Offer Shares,
Shareholders in the Company, which may include individuals aged 18 years or
over, companies and other bodies corporate, partnerships, trusts, associations
and other unincorporated organisations.
The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer is conditional, inter alia, upon the Placing becoming
unconditional and Admission taking effect.
The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (as amended and as modified
from time to time by or under domestic law). The aggregate total consideration
for the Retail Offer will not exceed €8 million (or the equivalent in pounds
Sterling) and therefore the exemption from the requirement to publish a
prospectus, set out in section 86(1) FSMA, will apply.
As set out above, a separate announcement will be made shortly by the Company
regarding the Retail Offer and its terms.
The Placing Agreement
In connection with the Placing, the Company has entered into a placing
agreement dated 8 August 2024 with Cavendish (the "Placing Agreement")
pursuant to which Cavendish has agreed, in accordance with its terms, to use
reasonable endeavours to procure placees ("Placees") for the Placing Shares at
the Issue Price.
In accordance with the terms of the Placing Agreement, the Placing is
conditional upon, amongst other things, the conditions in the Placing
Agreement being satisfied or (if applicable) waived and the Placing Agreement
not having been terminated in accordance with its terms prior to Admission
occurring on or before 28 August 2024 (or such later date as Cavendish may
agree not being later than 8.00 p.m. on 12 September 2024 (the "Long Stop
Date")).
The Placing Agreement contains certain warranties given by the Company in
favour of Cavendish concerning, amongst other things, the accuracy of
information given in this Announcement made by the Company in respect of the
Placing as well as other matters relating to the Group and its business.
The Placing Agreement is terminable by Cavendish in certain circumstances up
until the time of Admission, including, inter alia, should there be a breach
of a warranty contained in the Placing Agreement or a force majeure event
takes place or a material adverse change occurs to the business of the Company
or the Group. The Company has also agreed to indemnify Cavendish against all
losses, costs, charges and expenses which Cavendish may suffer or incur as a
result of, occasioned by or attributable to the carrying out of its duties
under the Placing Agreement.
EIS/VCT Schemes
Although the Directors believe that the EIS/VCT Placing Shares to be issued
pursuant to the Placing will be 'eligible shares' and will be capable of being
a qualifying holding for the purposes of investment by VCTs and will also
satisfy the conditions of section 173 of ITA for the purposes of the EIS and
the Directors are not aware of any subsequent change in the qualifying
conditions or the Company's circumstances that would prevent the EIS/VCT
Placing Shares from being eligible for EIS and VCT investments on this
occasion, neither the Directors nor the Company nor Cavendish, nor any of
their respective directors, officers, employees, affiliates or advisers give
any warranty or undertaking or other assurance that relief will be available
in respect of any investment in the EIS/ VCT Placing Shares, nor do they
warrant or undertake or otherwise give any assurance that the Company will
conduct its activities in a way that qualifies for or preserves its status.
Admission
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM ("Admission"). It is anticipated that
Admission will become effective, and that dealings in the New Ordinary Shares
will commence at or around 8.00 a.m. BST on 28 August 2024. The Placing is
conditional upon, among other things, Admission becoming effective and the
Placing Agreement not being terminated in accordance with its terms.
The New Ordinary Shares will trade on AIM under GTC with ISIN GB00B0HZVP95 and
SEDOL B0HZVP9.
It is expected that CREST ("CREST") accounts of the investors in the Placing
Shares who hold their Ordinary Shares in CREST will be credited with their
Placing Shares on 28 August 2024. In the case of investors in the Placing
Shares holding their Placing Shares in certificated form, it is expected that
certificates will be dispatched within 10 business days of Admission. Pending
dispatch of the share certificates or the crediting of CREST accounts, the
Registrar ("Registrar") will certify any instruments of transfer against the
register.
For the avoidance of doubt, if the Placing Agreement between the Company and
Cavendish is terminated prior to Admission then neither the Placing, the
Subscription nor the Retail Offer will occur.
Unless otherwise stated, all times referenced in this Announcement are British
Summer Time.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below and the Appendices to this announcement (which form part of this
Announcement) which includes the terms and conditions of the Placing. Persons
who have chosen to participate in the Placing, by making an oral or written
offer to acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including the Appendices) and to be making
such offer on the terms and subject to the conditions herein and, in respect
of those persons participating in the Placing, to be providing the
representations, warranties, agreements, confirmations, acknowledgements and
undertakings contained in Appendix I.
IMPORTANT NOTICE
This Announcement should be read in its entirety.
Neither the contents of the Company's website nor the contents 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 does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an authorised person
within the meaning of FSMA. This Announcement has been issued by and is the
sole responsibility of the Company. The information in this Announcement is
subject to change.
This Announcement is not an offer of securities for sale in or into the United
States. The securities referred to herein have not been and will not be
registered under the Securities Act, or with any securities regulatory
authority of any state or jurisdiction of the United States. Subject to
certain exceptions, the securities referred to herein are being offered only
outside of the United States pursuant to Regulation S of the Securities Act
and may not be reoffered, resold, transferred or delivered, directly or
indirectly, within the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and, in each case, in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States.
No public offering of securities is being made in the United States. This
Announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Canada, Australia, New Zealand, the
Republic of South Africa, the Republic of Ireland or Japan or any jurisdiction
where to do so might constitute a violation of local securities laws or
regulations (a "Prohibited Jurisdiction"). This Announcement and the
information contained herein are not for release, publication or distribution,
directly or indirectly, to persons in a Prohibited Jurisdiction unless
permitted pursuant to an exemption under the relevant local law or regulation
in any such jurisdiction.
Cavendish is authorised and regulated by the FCA in the United Kingdom.
Cavendish is acting as nominated adviser, broker and sole bookrunner for the
Company and no one else in connection with the Placing and the Bookbuild and
will not regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the Placing or the Bookbuild nor
will it be responsible to anyone other than the Company for providing the
protections afforded to its clients.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Cavendish as broker and sole bookrunner in connection with the Placing and
the Bookbuild by FSMA or the regulatory regime established thereunder,
Cavendish accepts no responsibility whatsoever, and make no representation or
warranty, express or implied, in relation to the Fundraising or the Bookbuild
or the contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by or on
behalf of either of them, the Company or any other person, in connection with
the Company and the contents of this Announcement, whether as to the past or
the future. Cavendish accordingly disclaims all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above),
which they might otherwise have in respect of the contents of this
Announcement or any such statement.
In connection with the Placing, Cavendish and its Affiliates, acting as
investors for their own accounts, may subscribe for or purchase Ordinary
Shares in the Company and in that capacity may retain, purchase, sell, offer
to sell or otherwise deal for their own accounts in such Ordinary Shares and
other securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to the Ordinary Shares being
offered, subscribed, acquired, placed or otherwise dealt in should be read as
including any offer to, or subscription, acquisition, placing or dealing by
Cavendish and any of its Affiliates acting as investors for their own
accounts. In addition, Cavendish or its Affiliates may enter into financing
arrangements and swaps in connection with which they or their Affiliates may
from time to time acquire, hold or dispose of Ordinary Shares. Cavendish has
no intention to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do
so.
Forward-looking Statements
This Announcement includes "forward-looking statements" which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Group's business strategy, plans and
objectives of management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "would", "could" or similar
expressions or negatives thereof. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors beyond the
Company's control that could cause the actual results, performance or
achievements of the Group to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and the
environment in which the Group will operate in the future. Many of these
risks, uncertainties and assumptions relate to factors that are beyond the
Company's ability to control or estimate precisely and include, but are not
limited to, general economic climate and market conditions as well as specific
factors, including the success of the Company and its subsidiaries' research
and development and commercialisation strategies, uncertainties regarding
regulatory clearance and acceptance of products by customers. No undue
reliance should be placed upon forward-looking statements. These
forward-looking statements speak only as at the date of this Announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based, unless required to do so by applicable law or the AIM Rules.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018, as amended ("MiFID II"); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and as it
forms part of UK domestic law by virtue of the European Union (Withdrawal) Act
2018, as amended; 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 "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; Placing Shares offer no guaranteed income and no
capital protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Cavendish will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to Placing
Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX I
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS
REGULATION ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO
ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE UK PROSPECTUS REGULATION
AND WHO ALSO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN GETECH GROUP PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, 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, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND,
IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
THE COMPANY'S BROKERS, CAVENDISH CAPITAL MARKETS LIMITED, WHO ARE REGULATED BY
THE FINANCIAL CONDUCT AUTHORITY, ARE ACTING FOR THE COMPANY AND NO ONE ELSE IN
RELATION TO THE PROPOSALS SET OUT IN THIS ANNOUNCEMENT. CAVENDISH DOES NOT
HAVE ANY AUTHORITY TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE
COMPANY OR ANY OTHER PERSON IN CONNECTION WITH THE COMPANY.
ANY PERSON WHO IS IN ANY DOUBT ABOUT THE INVESTMENT TO WHICH THIS ANNOUNCEMENT
RELATES SHOULD CONSULT A PERSON DULY AUTHORISED FOR THE PURPOSES OF FSMA WHO
SPECIALISES IN THE ACQUISITION OF SHARES AND OTHER SECURITIES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Cavendish 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 this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Cavendish
to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa, Hong Kong or
any other jurisdiction in which the same would be unlawful. No public offering
of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation, from the requirement to produce a prospectus. In
the United Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission, the Financial Markets Authority of New
Zealand 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 Ireland, the Republic of South Africa or
Hong Kong in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or
Hong Kong. Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in this "Important Information"
section of this Announcement.
The Company proposes to raise capital by way of, inter alia, a Placing. By
participating in the Placing, each Placee will be deemed to have read and
understood this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the Terms and Conditions and to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1 it is a Relevant Person and undertakes that it
will acquire, hold, manage or dispose of any Placing Shares that are allocated
to it for the purposes of its business;
2 in the case of a Relevant Person in a Relevant
State who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of
Article 2(e) of the Prospectus Regulation;
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than Qualified
Investors or in circumstances in which the prior consent of Cavendish has been
given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on
behalf of persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the Prospectus
Regulation as having been made to such persons;
3 in the case of a Relevant Person in the United
Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of
Article 2(e) of the UK Prospectus Regulation;
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other than
Qualified Investors or in circumstances in which the prior consent of
Cavendish has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
4 it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
5 it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6 except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to 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
No prospectus or other offering document has been or will be submitted to be
approved by the FCA in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any Publicly Available Information and
subject to any further terms set forth in the form of confirmation to be sent
to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Company, Cavendish or any other person and none of the
Company, Cavendish or 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 Placees should consider any information in this Announcement to be
legal, tax or business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Cavendish has today entered into a Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, Cavendish, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure placees for the Placing Shares at the
issue price of 2 pence per Placing Share.
The Placing Shares will, when issued, be subject to the Articles and credited
as fully paid and will rank pari passu in all respects with the existing
Ordinary Shares in the capital of the Company, including the right to receive
all dividends and other distributions declared, made or paid in respect of
such Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission will take place no later than 8.00 a.m. on 28
August 2024 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 broker to the Company in
respect of the Placing, as agent for and on behalf of the Company. Cavendish
is authorised and regulated in the United Kingdom by the FCA and is acting
exclusively for the Company and no one else in connection with the matters
referred to in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to each of Cavendish'
customers or for providing advice in relation to the matters described in this
Announcement.
2 Participation in the Placing will only be
available to persons who may lawfully be and are invited by Cavendish to
participate. Cavendish and any of its affiliates are entitled to participate
in the Placing as principal.
3 The price per Placing Share is two pence and is
payable to Cavendish as agent of the Company by all Placees.
4 By participating in the Placing (such
participation up to an agreed maximum level to be confirmed in and evidenced
by either (i) a recorded telephone call and/or (ii) email correspondence, in
either case between representatives of Cavendish to whom the Placee's
commitment is given and the relevant Placee (a "Recorded Commitment")), each
Placee will be deemed to have read and understood the Announcement and these
Terms and Conditions in their entirety, to be participating and acquiring
Placing Shares on these Terms and Conditions and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in these Terms and Conditions.
5 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 Cavendish (as agent for the
Company), to subscribe and pay for, at the Issue Price, the number of Placing
Shares allocated to it, up to the agreed maximum.
6 Each Placee's allocation (and whether such Placee
participates in the Placing) will be determined by Cavendish in its discretion
following consultation with the Company and will be confirmed by Cavendish
either orally or in writing via a contract note or trade confirmation after
the Recorded Commitment has taken place.
7 Each Placee's commitment will be confirmed in and
evidenced by a Recorded Commitment. These Terms and Conditions will be deemed
incorporated into each 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 Cavendish's prior written consent, will not be
capable of variation or revocation after such time. A contract note or trade
confirmation confirming each Placee's allocation of Placing Shares will be
sent to them following the Recorded Commitment and the allocation process.
These Terms and Conditions shall be deemed incorporated into any such contract
note or trade confirmation.
8 Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to Cavendish (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 allocated
to such Placee (subject always to such Placee's agreed maximum).
9 Cavendish reserves the right to scale back the
number of Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed in consultation with the Company. Cavendish also
reserves the right not to accept orders to subscribe for Placing Shares or to
accept such orders in part rather than in whole. The acceptance and, if
applicable, scaling back of orders shall be at the absolute discretion of
Cavendish.
10 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".
11 All obligations of Cavendish 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".
12 By participating in the Placing, each Placee will agree
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described below and will not be capable of rescission or
termination by the Placee.
13 To the fullest extent permissible by law and applicable
FCA rules, none of (a) Cavendish, (b) any of its affiliates, agents,
directors, officers, consultants, (c) to the extent not contained within (a)
or (b), any person connected with Cavendish as defined in the FSMA ((b) and
(c) being together "affiliates" and individually an "affiliate" of Cavendish),
(d) any person acting on behalf of Cavendish, shall have any liability
(including to the extent permissible by law, any fiduciary duties) to Placees
or to any other person whether acting on behalf of a Placee or otherwise. In
particular, Cavendish nor any of its affiliates shall have any liability
(including, to the extent permissible by law, any fiduciary duties) in respect
of their conduct in relation to the Placing or of such alternative method of
effecting the Placing as Cavendish and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
form of confirmation or electronic confirmation by Cavendish, as soon as it is
able which will confirm the number of Placing Shares allocated to them, the
Issue Price and the aggregate amount owed by them to Cavendish.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Cavendish in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cavendish.
Settlement of transactions in the Placing Shares (ISIN: GB00B0HZVP95)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to take place on 28
August 2024 unless otherwise notified by Cavendish and Admission is expected
to occur no later than 8.00 a.m. on 28 August 2024 unless otherwise notified
by Cavendish. The deadline for Placees to input instructions into CREST is
2.30 p.m. on 28 August 2024. Admission and settlement may occur at an earlier
date, which if achievable, will be set out in the Circular. Settlement will be
on a delivery versus payment basis. However, in the event of any difficulties
or delays in the admission of the Placing Shares to CREST or the use of CREST
in relation to the Placing, the Company and Cavendish may agree that the
Placing Shares should be issued in certificated form. Cavendish reserves the
right to require settlement of the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as it deems necessary if delivery or
settlement to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above
prevailing Sterling Overnight Index Average (SONIA) as determined by
Cavendish.
Each Placee agrees that if it does not comply with these obligations,
Cavendish may sell, charge by way of security (to any funder of Cavendish) or
otherwise deal with any or all of their Placing Shares on their behalf and
retain from the proceeds, for Cavendish' own account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest due and any
costs and expenses properly incurred by Cavendish as a result of the Placee's
failure to comply with its obligations. The relevant Placee will, however,
remain liable for any shortfall below the amount owed by it and for any stamp
duty or stamp duty reserve tax (together with any interest or penalties) which
may arise upon the sale of their Placing Shares on their behalf. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the relevant
Placee until such time as it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional form of confirmation
is copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
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.
Cavendish' obligations under the Placing Agreement are, and the Placing is,
conditional upon, inter alia:
1 Admission taking place not later than 8.00 a.m. on
28 August 2024 or such later date as is agreed in writing between the Company
and Cavendish, but in any event not later than the Long Stop Date;
2 the Company complying with its obligations under
the Placing Agreement to the extent that the same fall to be performed prior
to Admission;
3 there not occurring, in Cavendish' opinion (acting
in good faith), a Material Adverse Change;
4 the General Meeting having taken place, no
adjournment of the General Meeting having occurred without the prior written
consent of Cavendish and the Resolutions having been passed at the General
Meeting by the requisite majority without amendment;
5 satisfaction or, where appropriate, the waiver of
certain other conditions set out in the Placing Agreement,
(all conditions to the obligations of Cavendish included in the Placing
Agreement being together, the "conditions").
For the avoidance of doubt, the Placing is not conditional on the Retail Offer
(or any take up of the Retail Offer Shares) or the Subscription.
If any of the conditions set out in the Placing Agreement are 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
Cavendish may agree), or the Placing Agreement is terminated in accordance
with its terms, the Placing will lapse and the Placee's rights and obligations
shall cease and terminate at such time and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose behalf the
Placee is acting) in respect thereof.
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.
Certain conditions may be waived in whole or in part by Cavendish, in its
absolute discretion, by notice in writing to the Company and Cavendish may
also agree in writing with the Company to extend the time for satisfaction of
any condition. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Cavendish may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither Cavendish, the Company nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision any of them may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition to the
Placing nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally and by participating in
the Placing each Placee agrees that any such decision is within Cavendish'
absolute discretion.
Termination of the Placing
Cavendish may terminate the Placing Agreement, in accordance with its terms,
at any time prior to Admission if, inter alia:
1 any of the warranties in the Placing Agreement
were, when given, untrue, inaccurate, or misleading; or
2 the Company fails or is unable to comply with
its obligations under the Placing Agreement; or
3 any statement contained in the Placing Documents
(as defined in the Placing Agreement) has become or been discovered to be
untrue, inaccurate or misleading or there has been a material omission
therefrom; or
4 a matter, fact, circumstance or event has arisen
such that in the opinion of Cavendish (acting in good faith) a supplementary
circular and/or supplementary press announcement is required to be published
or released; or
5 a Material Adverse Change has occurred.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and
Cavendish that the exercise by the Company or Cavendish of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company and / or Cavendish and
that neither the Company nor Cavendish need make any reference to such Placee
and that none of the Company, Cavendish nor any of their respective
affiliates, agents, 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 participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by Cavendish of a form of
confirmation confirming each Placee's allocation and commitment in the
Placing.
Restrictions on issues of shares and other securities by the Company
The Company has undertaken to Cavendish that, during the period ending on the
later of (i) 180 days after the date of Admission, and (ii) publication of the
audited results of the Company for financial period ending 31 December 2024,
it will not without the prior consent of Cavendish allot or issue, or enter
into any agreement or arrangement which would give rise to an obligation or an
increased obligation (in each case whether contingent or otherwise) to allot
or issue, any share or any instrument or security convertible into a share in
the capital of the Company (save for the allotment and issue of new Ordinary
Shares in the capital of the Company pursuant to the Placing and the separate
Subscription and Retail Offer being made by the Company or the issue of shares
or the grant and exercise of options pursuant to the option schemes,
agreements and arrangements disclosed in the Circular).
By participating in the Placing, each Placee agrees that the exercise by
Cavendish of any power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to these restrictions under the
Placing Agreement shall be within the absolute discretion of Cavendish and
that it need not make any reference to, or consult with, any Placee and that
it shall have no liability to any Placee whatsoever in connection with any
such exercise of the power to grant consent.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes
and agrees (for itself and for any such prospective Placee) that in each case
as a fundamental term of such Placee's application for Placing Shares (save
where Cavendish expressly agrees in writing to the contrary) that:
1 it has read and understood this Announcement in
its entirety and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the Placing, the
Company, the Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering
document in connection with the Pacing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus Regulation or
the UK Prospectus Regulation; and (b) has been or will be prepared in
connection with the Placing;
3 the Ordinary Shares in the capital of the Company
are admitted to trading on AIM, and that, in addition to complying with its
obligations pursuant to MAR, the Company is therefore required to publish
certain business and financial information in accordance with the AIM Rules,
which includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information concerning
any other publicly traded company, without undue difficulty;
4 it has made its own assessment of the Placing
Shares and has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing and
none of Cavendish, the Company nor any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
has provided, and will not provide, it with any material regarding the Placing
Shares or the Company or any other person other than the information in this
Announcement, or the Publicly Available Information; nor has it requested any
of Cavendish, the Company, any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
to provide it with any such information;
5 neither Cavendish nor any person acting on its
behalf or 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 this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6 the only information on which it is entitled to
rely on and on which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on Publicly Available
Information;
7 neither the Company, Cavendish nor any of their
respective affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;
8 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;
9 it has not relied on any investigation that
Cavendish or any person acting on its behalf may have conducted with respect
to the Company, the Placing or the Placing Shares;
10 the content of this Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and that neither Cavendish nor any persons
acting on its behalf are responsible for or has or shall have any liability
for any information, representation, warranty or statement relating to the
Company contained in this Announcement or the Publicly Available Information
nor will they be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
11 the Placing is not conditional on the Retail Offer (or
any take up of the Retail Offer Shares) or the Subscription;
12 the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares under the securities laws of the United States, or any
state or other jurisdiction of the United States, Australia, Canada, Japan,
New Zealand, the Republic of Ireland, the Republic of South Africa or Hong
Kong and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within the
United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland,
the Republic of South Africa or Hong Kong or in any country or jurisdiction
where any such action for that purpose is required;
13 it and/or each person on whose behalf it is
participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter
into and perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and complied
with all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto and, in
particular, if it is a pension fund or investment company it is aware of and
acknowledges that it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing Shares;
14 it is not, and any person who it is acting on behalf of
is not, and at the time the Placing Shares are subscribed will not be, a
resident of, or with an address in, or subject to the laws of, the United
States, Australia, Canada, Japan, New Zealand, the Republic of Ireland, the
Republic of South Africa or Hong Kong and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or otherwise qualified
under the securities legislation of the United States, Australia, Canada,
Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or
Hong Kong and may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions;
15 the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective registration
under the Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
16 it and 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;
17 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;
18 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
19 neither Cavendish, nor its affiliates, agents,
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 and that participation in the Placing is on the basis that it is not
and will not be a client of Cavendish and that Cavendish does not have 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;
20 it has the funds available to pay for the Placing
Shares for which it has agreed to subscribe and acknowledges and agrees that
it will make payment to Cavendish for the Placing Shares allocated to it in
accordance with the Terms and Conditions on the due times and dates set out in
this Announcement, failing which the relevant Placing Shares may be placed
with others on such terms as Cavendish may, in its absolute discretion
determine without liability to the Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
21 save to the extent confirmed in writing to Cavendish,
none of the monies advanced by it to satisfy its payment obligations in
connection with the Placing are, or otherwise derive from, State Aid or a Risk
Capital Investment;
22 no action has been or will be taken by any of the
Company, Cavendish or any person acting on their behalf 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;
23 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. Neither the Company nor Cavendish will be responsible for
any liability to stamp duty or stamp duty reserve tax resulting from a failure
to observe this requirement. Each Placee and any person acting on behalf of
such Placee agrees to acquire Placing Shares pursuant to the Placing and
agrees to pay the Company and Cavendish in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be allotted
to the CREST stock account of Cavendish or transferred to the CREST stock
account of Cavendish, whereupon Cavendish will hold them as a nominee on
behalf of the Placee until settlement in accordance with its standing
settlement instructions with it;
24 it is acting as principal only in respect of the
Placing or, if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments, representations and
agreements herein on behalf of each such person and (b) it is and will remain
liable to the Company and Cavendish for the performance of all its obligations
as a Placee in respect of the Placing (regardless of the fact that it is
acting for another person);
25 the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a stamp duty or stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
26 it will not make an offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom or in the EEA prior to the expiry of a
period of six months from Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an
offer to the public in any member state of the EEA within the meaning of the
Prospectus Regulation;
27 if it is within the United Kingdom, it and any person
acting on its behalf (if within the United Kingdom) is a person of a kind
described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High
net worth companies etc.) of the FSMA (Financial Promotion) Order 2005, as
amended, and/or an authorised person as defined in section 31 of FSMA; and (b)
a "Qualified Investor" being a person falling within Article 2(e) of the UK
Prospectus Regulation. If it is within a member state of the EEA, it is a
Qualified Investor as defined in Article 2(e) of the Prospectus Regulation.
For such purposes, it 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;
28 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 that this Announcement is not being
issued by Cavendish as an authorised person under Section 21 of FSMA and
therefore is not subject to the same controls applicable to a financial
promotion made by an authorised person;
29 it has complied and it will comply with all applicable
laws with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all relevant provisions of the FSMA in respect of
anything done in, from or otherwise involving the United Kingdom);
30 if it is a financial intermediary, as that term is used
in Article 5(1) of the UK Prospectus Regulation or the Prospectus Regulation,
the Placing Shares acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the UK or in a Relevant State other than
Qualified Investors, or in circumstances in which the express prior written
consent of Cavendish has been given to the offer or resale;
31 it has neither received nor relied on any confidential
price sensitive information about the Company in accepting this invitation to
participate in the Placing;
32 neither Cavendish nor any of its affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
has or shall have any liability for any information, representation or
statement contained in this Announcement or for any information previously
published by or on behalf of the Company or any other written or oral
information made available to or publicly available or filed information or
any representation, warranty or undertaking relating to the Company, and will
not be liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph shall
exclude any liability of any person for fraud;
33 neither the Company nor Cavendish, nor any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of the Company, Cavendish or their respective affiliates,
agents, directors, officers or employees 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 Cavendish' rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right;
34 it acknowledges and accepts that Cavendish may, in
accordance with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related instruments for
its own account for the purpose of hedging its underwriting exposure or
otherwise and, except as required by applicable law or regulation, Cavendish
will not make any public disclosure in relation to such transactions;
35 Cavendish and each of its affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the Placing Shares,
any other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by Cavendish and/or any of its affiliates, acting as an investor for
its or their own account(s). Neither the Company nor Cavendish intend to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
36 it is aware of the obligations (i) regarding insider
dealing in the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of Crime
Act 2002 and confirms that it has and will continue to comply with those
obligations; and (ii) otherwise arising under the Regulations;
37 in order to ensure compliance with the Regulations,
either Cavendish (for itself and as agent on behalf of the Company) or the
Registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to Cavendish or the Registrars, as applicable,
of evidence of identity, definitive certificates in respect of the Placing
Shares may be retained at Cavendish' absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at either Cavendish' or the Registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity, Cavendish (for itself and as agent on behalf of the
Company) or the Registrars have not received evidence satisfactory to them,
Cavendish 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;
38 it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or Cavendish' conduct of the Placing;
39 it has knowledge and experience in financial, business
and international investment matters as is required to evaluate the merits and
risks of subscribing for 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;
40 it irrevocably appoints any duly authorised officer of
Cavendish as its agent for the purpose of executing and delivering to the
Company and/or its Registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to subscribe or purchase upon the terms of this Announcement;
41 the Company, Cavendish and others (including each of
their respective affiliates, agents, directors, officers or employees) will
rely upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to Cavendish, on its behalf
and on behalf of the Company and are irrevocable;
42 if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, 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;
43 time is of the essence as regards its obligations under
this Appendix;
44 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 Cavendish;
45 the Placing Shares will be issued subject to the Terms
and Conditions; and
46 these Terms and Conditions and all documents into which
this Appendix is incorporated by reference or otherwise validly forms a part
and/or any agreements entered into pursuant to these Terms and Conditions and
all agreements to acquire Ordinary 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
or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or Cavendish in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Cavendish 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 this
Appendix or incurred by the Company, Cavendish or each of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither of the Company nor Cavendish shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify Cavendish
accordingly. In addition, Placees should note that they will be liable for any
capital duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing Shares 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 Cavendish in the event that either the
Company and/or Cavendish has incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Cavendish for itself and on behalf of the
Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee acknowledges that
Cavendish does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Cavendish may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Cavendish, any money held in an account with Cavendish on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under FSMA. Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence this money
will not be segregated from Cavendish' money (as applicable) in accordance
with the client money rules and will be held by it under a banking
relationship and not as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment.
No statement in this Announcement is intended to be a profit forecast, and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go down as well as
up and 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 or sold 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, this
Announcement.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the Placing Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules.
"AIM" the AIM Market operated by the London Stock Exchange.
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time.
"Articles" the articles of association of the Company.
"Business Day" a day (other than a Saturday, a Sunday or a public holiday) on which clearing
banks are open for all normal banking business in the city of London.
"Cavendish" Cavendish Capital Markets Limited, a company incorporated in England and Wales
with company number 06198898, authorised and regulated by the Financial
Conduct Authority, and for the purpose of trade settlement in the Placing,
Cavendish Securities plc a company incorporated in England and Wales with
company number 05210733, authorised and regulated by the Financial Conduct
Authority.
"certificated form" or "in certificated form" an Ordinary Share recorded on a company's share register as being held in
certificated form (namely, not in CREST).
"Circular" the circular, containing further details of the Placing and notice of the
General Meeting to, inter alia, approve the Resolutions, which is expected to
be published and despatched to Shareholders on or around 9 August 2024.
"Company" Getech Group plc, a company incorporated under the laws of England and Wales
with company number 02891368.
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations).
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
amended).
"EIS" means the Enterprise Investment Scheme as detailed in Part V of the Income Tax
Act 2007
"EIS/VCT Placing" means the conditional placing of the EIS/VCT Placing Shares at the Issue Price
by Cavendish, details of which are set out in this document
"Euroclear" Euroclear UK & International Limited, the operator of CREST.
"FCA" the UK Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"General Meeting" the general meeting of the Company to be held at the offices of Cavendish at
One Bartholomew Close, London, EC1A 7BL at 10.00 a.m. on 27 August 2024,
notice of which will be set out at the end of the Circular.
"Group" the Company and its subsidiary undertakings from time to time and which as at
the date of this Agreement comprises the Company, and its subsidiary
undertakings from time to time and which as at the date of this Agreement
comprises the Company, H2 Green Limited, Exprodat Consulting Limited, ERCL
Limited and Geophysical Exploration Technology Inc.
"Issue Price" 2 pence per Placing Share.
"London Stock Exchange" London Stock Exchange plc.
"Long Stop Date" 12 September 2024.
"MAR" the UK version of the Market Abuse Regulation ((EU) No 596/2014) which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended
and supplemented from time to time.
"Material Adverse Change" a material adverse change, or any development reasonably likely to involve a
prospective material adverse change, in the condition (financial, operational,
legal or otherwise), or the earnings, business affairs or business prospects
of the Company or the Group which is material in the context of the Group
taken as a whole, whether or not arising in the ordinary course of business
and whether or not foreseeable as at the date of the Placing Agreement.
"New Ordinary Shares" the Placing Shares, the Retail Offer Shares and the Subscription Shares.
"Ordinary Shares" ordinary shares of 0.25 pence in the capital of the Company.
"Placees" subscribers for the Placing Shares.
"Placing" the conditional placing of the Placing Shares by Cavendish, as agent on behalf
of the Company, pursuant to the Placing Agreement, further details of which
will be set out in the Circular.
"Placing Agreement" the conditional placing agreement dated the same date as this Announcement and
made between Cavendish and the Company in relation to the Placing, further
details of which will be set out in the Circular.
"Placing Shares" the new Ordinary Shares to be issued pursuant to the Placing.
"Publicly Available Information" information publicly announced through a Regulatory Information Service (as
defined in the AIM Rules) by or on behalf of the Company on or prior to the
date of this Announcement.
"Regulations" the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended).
"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website.
"Relevant State" a member state of the EEA.
"Resolutions" the resolutions set out in the notice convening the General Meeting, which
will be set out at the end of the Circular.
"Retail Offer" the separate offer for subscription of the Retail Offer Shares at the Issue
Price to be made by the Company via BookBuild.
"Retail Offer Shares" means up to 10,000,000 new Ordinary Shares to be issued by the Company
pursuant to the Retail Offer.
"Risk Capital Investment" an investment from an investor who:
(i) is a venture capital trust (as defined in Part 6 of the
Income Tax Act 2007 ("ITA")); or
(ii) has claimed, or is intending to claim, tax relief on that
investment under the Seed Enterprise Investment Scheme (under Part 5A of the
ITA) or the Enterprise Investment Scheme (under Part 5 of the ITA) or Social
Investment Tax Relief (under Part 5B of ITA).
"Shareholders" holders of Ordinary Shares.
"State Aid" any aid, investment, grant or loan which was received by the recipient
pursuant to a measure approved by the European Commission as compatible with
Article 107 of the Treaty on the Functioning of the European Union in
accordance with the principles laid down in the European Commission's
Guidelines on State aid to promote risk finance investments (as those
guidelines may be amended or replaced from time to time).
"Subscribers" each of (i) Michael Covington, (ii) Richard Bennett, (iii) Andrew Darbyshire
(iv) Chris Jepps; and (v) Emma Parker; (vi) Patrick Cantrill; (vii) Max
Brouwers; and (viii) Simon Brown.
"Subscription" means the subscription for the Subscription Shares pursuant to the
Subscription Agreement.
"Subscription Agreement" the subscription agreement between the Company and the Subscribers.
"Subscription Shares" the 6,358,958 new Ordinary Shares proposed to be issued by the Company
pursuant to the Subscription in accordance with the terms of the Subscription
Agreement.
"Terms and Conditions" the terms and conditions contained in this Appendix.
"UK" the United Kingdom of Great Britain and Northern Ireland.
"UK Prospectus Regulation" the latest edition of the "Prospectus Regulation Rules" made pursuant to the
UK version of the EU Prospectus Regulation (2017/1129) which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018 (as amended and
supplemented from time to time (including, but not limited to, by the UK
Prospectus Amendment Regulations 2019 and the Financial Services and Markets
Act 2000 (Prospectus) Regulations 2019)).
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"VCT" means venture capital trust
"uncertificated" or "in uncertificated form" an Ordinary Share recorded on a company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST.
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of UK
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