REG - GRC Intnl.Group PLC - Proposed £3m fundraising
17/01/2022 17:10
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RNS Number : 7265Y GRC International Group PLC 17 January 2022
THIS ANNOUNCEMENT (INCLUDING THE IMPORTANT NOTICES AND THE APPENDIX) AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR
SALE IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE
"UNITED STATES" OR THE "U.S"), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION,
DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES SECTION OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(REGULATION 596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING AND OTHER MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION AS PERMITTED BY MAR. UPON PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. THEREFORE, UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THOSE PERSONS WHO RECEIVED INSIDE INFORMATION IN A MARKET
SOUNDING ARE NO LONGER IN POSSESSION OF INSIDE INFORMATION RELATING TO THE
COMPANY AND ITS SECURITIES.
17 January 2022
GRC International Group plc
("GRC", the "Company" or the "Group")
Proposed placing by way of an accelerated bookbuild to raise up to £3 million
GRC International Group (AIM: GRC), an integrated cyber security and
privacy solutions business, today announces its intention to conduct a placing
(the "Placing") to raise gross proceeds of up to £3 million of new ordinary
shares in the capital of the Company (the "Placing Shares") to institutional
investors at a placing price of 38 pence per Placing Share (the "Placing
Price").
The Placing will be conducted in accordance with the terms and conditions set
out in the Appendix to this announcement through an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately following release
of this placing announcement (the "Announcement").
Dowgate Capital Limited ("Dowgate") is acting as Broker in connection with the
Placing.
Use of Proceeds
Net proceeds from the Placing will be used to:
· accelerate investment in SaaS and e-Commerce platforms with the
aim of further accelerating organic growth, taking advantage of current market
opportunities; and
· strengthen the overall balance sheet position and support working
capital.
Details of the Placing
The Bookbuild will open with immediate effect following release of this
Announcement and is expected to close no later than 4.30 p.m. on the next
working day following this Announcement. However, the final number of Placing
Shares, the timing of the closing of the Bookbuild and allocations are at the
discretion of the Company and Dowgate.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with the existing ordinary shares of the Company, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
The Placing is also subject to the conditions and termination rights set out
in the placing agreement between the Company and Dowgate (the "Placing
Agreement"). Further details of the Placing Agreement can be found in the
terms and conditions contained in the Appendix to this Announcement.
The Placing does not require any shareholder approval. Application will be
made for the Placing Shares to be admitted to trading on the AIM market
("AIM") of London Stock Exchange plc (the "London Stock Exchange"),
("Admission"). It is expected that settlement for the Placing Shares and
Admission will take place at 8.00 a.m. on or around 21 January 2022. The
Placing is conditional, among other things, upon Admission becoming effective
and the Placing Agreement not being terminated in accordance with its terms.
Your attention is drawn to the detailed terms and conditions of the Placing
described in the Appendix to this Announcement (which forms part of this
Announcement). This Announcement should be read in its entirety. In
particular, you should read and understand the information provided in the
"Important Notices" section of this Announcement. By choosing to participate
in the Placing and by making an oral and legally binding offer to acquire
Placing Shares, investors will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be making such
offer on the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in the
Appendix. In particular, investors should read and understand the information
provided in the "Important information for invited Placees only regarding the
Placing" section of this Announcement.
The Placing Price of 38 pence per share represents a discount of 9.5 per
cent. to the closing price of 42 pence per existing ordinary share on 14
January 2022 (being the last business day prior to this Announcement).
Enquiries
GRC International Group plc +44 (0) 330 999 0222
Alan Calder, Chief Executive Officer
Christopher Hartshorne, Finance Director
Grant Thornton UK LLP (Nominated Adviser) +44 (0) 20 7383 5100
Philip Secrett, Daphne Zhang; Samuel Littler
Dowgate Capital Limited (Broker) +44 (0) 20 3903 7715
James Serjeant, Russell Cook, Nicholas Chambers
Meare Consulting +44 (0) 7990 858548
Adrian Duffield
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE " PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS
IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION"), WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (3) PERSONS TO WHOM THE
ANNOUNCEMENT 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 GRC INTERNATIONAL 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
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD ONLY OUTSIDE OF THE UNITED STATES ONLY IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S") AND OTHERWISE IN ACCORDANCE WITH APPLICABLE
LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED
KINGDOM, THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS,
NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE
TRANSMIT IT OR ANY PART OF IT IN OR INTO SUCH JURISDICTIONS.
The distribution of this Announcement and/or the Placing and/or issue of (or
subscription for) the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Dowgate 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 Dowgate to inform themselves about and to observe any such
restrictions.
Neither this Announcement nor any part of it constitutes or forms part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia, Canada,
Japan or the Republic of South Africa 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 exemptions under the
Prospectus Regulation or the UK Prospectus Regulation from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is being
directed solely at persons in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the U.S.
Securities and Exchange Commission (the "SEC"), any state securities
commission or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement. Any representation to the
contrary is a criminal offence in the United States. The relevant clearances
have not been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained for the South Africa Reserve Bank or any other
applicable body in the Republic of South Africa in relation to the Placing
Shares and the Placing Shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any state, province
or territory of the United States, Australia, Canada, Japan or the Republic of
South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Australia,
Canada, Japan or the Republic of South Africa 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.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms
and conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in the
Appendix. Members of the public are not eligible to take part in the Placing
and no public offering of Placing Shares is being or will be made.
This Announcement may contain, and the Company may make, verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances
which are beyond the control of the Company, including amongst other things,
United Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and exchange
rates, the policies and actions of governmental and regulatory authorities,
the effect of competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within relevant
industries, the effect of tax and other legislation and other regulations in
the jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings; the effect of operational
risks; and the loss of key personnel. As a result, the actual future
financial condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Forward-looking statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
Undue reliance should not be placed on forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.
Dowgate is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and is acting exclusively for the Company and no
one else in connection with the Placing, and Dowgate will not be responsible
to anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to
the Placing or any other matters referred to in this Announcement. Each
Placee should consult with its own advisers as to the legal, tax, business and
other features and consequences of an investment in Placing Shares.
No representation or warranty, express or implied, is or will be made as
to, or in relation to, and no responsibility or liability is or will be
accepted by Dowgate or by any of its respective affiliates or agents as to, or
in relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected or received 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 contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder and/or prospective investor should
consult with his or her or its own legal, business, financial and/or tax
advisers for legal, business, financial and/or tax advice.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
The term "this Announcement" as used in this Announcement or the Appendix to
this Announcement shall be deemed to include the Appendix to this
Announcement.
Information to Distributors
UK product governance
Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of
UK Manufacturers under the product governance requirements contained within
Chapter 3 of the FCA Handbook Production Intervention and Product Governance
Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that such securities are:
(i) compatible with an end target market of investors who meet the criteria of
retail investors, investors who meet the criteria of professional clients and
eligible counterparties, each as defined in the UK Product Governance
Requirements; and (ii) eligible for distribution through all distribution
channels as are permitted by UK Product Governance Requirements (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore,
it is noted that, notwithstanding the UK Target Market Assessment, Dowgate
will only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the 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 the
MiFID II Product Governance Requirements; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the "EEA
Target Market Assessment"). Notwithstanding the EEA Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The EEA 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 EEA Target Market Assessment, Dowgate will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EEA Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares determining appropriate
distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
Important Information for invited Placees only regarding the Placing.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EEA, QUALIFIED INVESTORS AS DEFINED IN ARTICLE
2(E) OF REGULATION (EU) 2017/1129 (THE " PROSPECTUS REGULATION"); (2) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE
PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS
REGULATION"), WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3)
PERSONS TO WHOM THE ANNOUNCEMENT 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 GRC INTERNATIONAL GROUP PLC.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL ("RESTRICTED JURISDICTION").
The distribution of this Announcement and/or the Placing and/or issue of (or
subscription for) the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Dowgate or any of
its 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 Dowgate to inform themselves about and to observe any such
restrictions.
This Announcement or any part of it 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 or the Republic of South Africa 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 exemptions under the
Prospectus Regulation or the UK Prospectus Regulation from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is being
directed solely at persons in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not
require the approval of the relevant communication by an authorised person.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Placing, each Placee will be deemed to have read and
understood this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Company and Dowgate 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; and
2. unless otherwise specifically agreed with Dowgate, it and/or any
account or person on behalf of which it is subscribing for and/or acquiring
Placing Shares, is not and will not be a national or resident of, or a
corporation, partnership or other entity organised under the laws of, or with
an address in, any Restricted Jurisdiction;
3. in the case of:
i. a Relevant Person in a member state of the EEA ("Relevant
Member 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; and
b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation:
i. the Placing Shares subscribed for and/or acquired by it in the
Placing have not been subscribed for and/or acquired on behalf of, nor have
they been subscribed for and/or acquired with a view to their offer or resale
to, persons in any Relevant Member State other than Qualified Investors or in
circumstances in which the prior written consent of Dowgate has been given to
the offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of persons
in any Relevant Member 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; and
ii. a Relevant Person in the UK who acquires any Placing
Shares pursuant to the Placing:
a) it is a Qualified Investor within the meaning of Article 2(e) of the UK
Prospectus Regulation; and
b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation:
iii. the Placing Shares subscribed for and/or acquired by it in the
Placing have not been subscribed for and/or acquired on behalf of, nor have
they been subscribed for and/or acquired with a view to their offer or resale
to, persons in the UK other than Qualified Investors or in circumstances in
which the prior written consent of Dowgate has been given to the offer or
resale; or
iv. where Placing Shares have been acquired by it on behalf of persons in
the UK 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; and
4. it is subscribing for and/or acquiring the Placing Shares for its
own account or is subscribing for and/or acquiring the Placing Shares for an
account with respect to which it exercises sole investment discretion and has
the authority to make and does make the representations, warranties,
indemnities, acknowledgements, undertakings and agreements contained in this
Announcement; and
5. it understands (or if acting for the account of another person,
such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix; and
6. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 3 above for which it is subscribing for and/or
acquiring the Placing Shares) is either:
i. outside the United States and is acquiring the Placing
Shares in "offshore transactions" as defined in and in accordance with
Regulation S; or
ii. acquiring the Placing Shares pursuant to one or more
exemptions 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,
and is aware of the restrictions of the offer and sale of the Placing Shares
pursuant to Regulation S
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or
other offering document has been or will be submitted to be approved by the
FCA or the London Stock Exchange (nor is it intended that they will be so
submitted or approved) in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly announced through
a Regulatory Information Service (as defined in the AIM Rules for Companies
(the "AIM Rules")) by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and subject to
any further terms set forth in the contract note to be sent to individual
Placees.
Each Placee, by participating in the Placing, acknowledges and 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 Dowgate or the Company or any other person
and none of Dowgate, the Company nor any other person acting on such person's
behalf nor any of their respective affiliates has or shall have any liability
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. Neither the Company nor Dowgate is making any undertaking or warranty
to any Placee regarding the legality of an investment in the Placing Shares by
such Placee under any legal, investment or similar laws of regulation. No
Placee should consider any information in this Announcement to be legal, tax,
financial or business advice and each Placee should consult its own solicitor,
tax adviser, financial adviser and/or business advisor for independent advice
regarding an investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Dowgate have today entered into a placing agreement (the "Placing Agreement")
with the Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, Dowgate as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure Placees for
the Placing Shares. The Placing is not being underwritten by Dowgate or any
other person.
The number of Placing Shares will be determined following completion of the
Bookbuild (as defined below) as set out in this Announcement.
The Placing Shares will, when issued, be subject to the articles of
association of the Company and credited as fully paid and will rank pari passu
in all respects with the existing issued ordinary shares of £0.001 each
("Ordinary Shares") in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or paid in
respect of such Ordinary Shares after the date of issue of the Placing Shares.
Bookbuild
Dowgate will today commence an accelerated bookbuilding process (the
"Bookbuild") to determine demand for participation in the Placing by potential
Placees at the Placing Price (as defined below).
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
Dowgate and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
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 at 8.00 a.m. on or around 20
January 2022 and that dealings in the Placing Shares on AIM will commence at
the same time.
Principal terms of the Placing
1. Dowgate is acting as agent for and on behalf of the Company in
connection with the Placing.
2. Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Dowgate to participate. Dowgate and
any of its affiliates are entitled to participate in the Placing as principal.
3. The Bookbuild will establish the number of Placing Shares to be
issued at the Placing Price. The number of Placing Shares will be announced
following the close of the Bookbuild pursuant to paragraph 8 below.
4. To bid in the Bookbuild, prospective Placees should communicate
their bid by telephone to their usual contact at Dowgate. Each bid should
state the number of Placing Shares which the prospective Placee wishes to
subscribe for or purchase at the Placing Price. Bids may be scaled down by
Dowgate on the basis referred to in paragraph 9 below.
5. The Bookbuild will open with immediate effect and is expected
to close no later than 4.30 p.m. on the next working day following this
Announcement. The Company reserves the right to reduce or seek to increase the
amount to be raised pursuant to the Placing, in its absolute discretion and
Dowgate reserves the right to extend the time for closing of the Bookbuild.
6. Each Placee's allocation will be agreed between Dowgate and the
Company and confirmed to Placees orally, or by email, by Dowgate following the
close of the Bookbuild and a contract note or electronic trade confirmation
will be dispatched as soon as practicable thereafter. The terms of this
Appendix will be deemed incorporated in that contract note.
7. Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the conditions in this
Appendix and will be an irrevocable legally binding commitment on the Placee
on behalf of which it is made and except with Dowgate's consent will not be
capable of variation or revocation after the time at which Dowgate makes its
confirmation by way of contract note or electronic trade confirmation. It is
expected that such trade confirmation will be despatched on the trade date,
which is expected to be 18 January 2022. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to Dowgate (as agent for
the Company), to pay to it (or as it may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing Shares
such Placee has agreed to acquire, and the Company has agreed to allot and
issue to that Placee, in each case reflecting any scaling in accordance with
paragraph 9 below.
8. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be issued at
the Placing Price.
9. Subject to paragraphs 4 and 5 above, Dowgate may choose not to
accept bids and/or to accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (after consultation with the
Company) and may scale down any bids for this purpose on such basis as it may
determine. Dowgate may also, notwithstanding paragraphs 4 and 5 above, subject
to the prior consent of the Company, allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after that time.
10. Except as required by law or regulation, no press release or other
announcement will be made by Dowgate or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
12. All obligations under the Placing will be subject to fulfilment of
the conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Termination
of the Placing".
13. By participating in the Placing, each Placee 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.
14. To the fullest extent permissible by law and applicable FCA rules,
none of Dowgate:
a. any of its affiliates, agents, directors, officers, consultants or
employees; nor
b. any person connected with Dowgate as defined in the FSMA ((d) and (e)
being together "affiliates" and individually an "affiliate" of Dowgate),
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither Dowgate nor any of its
respective affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Dowgate's conduct of
the Placing or of such alternative method of effecting the Placing as Dowgate
and the Company may agree.
Registration and settlement
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or electronic trade confirmation
which will confirm the number of Placing Shares allocated to them, the Placing
Price and the aggregate amount owed by them to Dowgate. It is expected that
such trade confirmation will be despatched on the trade date, which is
expected to be 18 January 2022.
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 Dowgate in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Dowgate.
Settlement of transactions in the Placing Shares (ISIN: GB00BG06MV41)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST will be on a T+3 basis unless
otherwise notified by Dowgate and is expected to occur on 25 January 2022 (the
"Settlement Date") in accordance with the contract notes. 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 Dowgate may agree that the Placing
Shares should be issued in certificated form. Dowgate reserve the right to
require settlement for the Placing Shares, and to deliver the Placing Shares
to Placees, by such other means as it deems necessary if delivery or
settlement to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in 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 the
prevailing base rate of Barclays Bank plc as determined by Dowgate.
Each Placee is deemed to agree that if it does not comply with these
obligations, (a) the Company may elect at its discretion to be released from
all obligations with respect to the issue of all or any such Placing Shares to
such Placee; and/or (b) Dowgate may sell any or all of their Placing Shares on
their behalf and retain from the proceeds, for Dowgate's own account and
benefit, an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon the sale of
its Placing Shares on its 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 contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Neither Dowgate nor the Company shall be responsible for the payment of any
stamp duty or any stamp duty reserve tax.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Dowgate under the Placing Agreement are, and the Placing
is, conditional upon, inter alia:
a) none of the representations and warranties on the part of the Company
contained in the Placing Agreement being untrue or inaccurate in any material
respect or misleading at any time between the date on which the Placing
Agreement is signed and Admission and no fact or circumstance having arisen
which would render any of the representations and warranties untrue or
inaccurate in any material respect or misleading if it was repeated as at
Admission;
b) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before Admission;
c) the Company having allotted or transferred, subject only to
Admission, the Placing Shares in accordance with the Placing Agreement; and
d) Admission having become effective at 8.00 a.m. on or around 20
January 2022 or such later time as Dowgate may agree with the Company,
(all conditions to the obligations of Dowgate included in the Placing
Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement is not fulfilled or,
where permitted, waived in accordance with the Placing Agreement within the
stated time periods (or such later time and/or date as the Company and
Dowgate 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.
Dowgate may, in its absolute discretion and upon such terms as they think fit,
waive fulfilment of all or any of the conditions in the Placing Agreement in
whole or in part, or extend the time provided for fulfilment of one or more
conditions, save those certain conditions including the condition relating to
Admission referred to in paragraph (d) above which may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in this
Appendix.
Dowgate may terminate the Placing Agreement in certain circumstances, details
of which are set out below.
Neither Dowgate, 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 the absolute
discretion of Dowgate.
Termination of the Placing
Dowgate may, in its absolute discretion, by notice to the Company, terminate
the Placing Agreement at any time up to Admission if, inter alia:
a) there has been a material breach of the warranties given to it;
b) there has been a material adverse change (as defined in the Placing
Agreement);
c) any statement contained in this Announcement, or any other document or
announcement issued or published by or on behalf of the Company in connection
with the Placing is or has become or has been discovered to be untrue or
inaccurate in any material respect or misleading in any material respect; or
d) in the opinion of Dowgate, there has been a force majeure event (as set
out in the Placing Agreement).
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 Dowgate that:
a) the exercise by the Company or Dowgate 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 Dowgate or for agreement
between the Company and Dowgate (as the case may be);
b) neither of the Company nor Dowgate need make any reference to such
Placee;
c) neither of the Company, Dowgate 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; and
d) the Placee has no rights against Dowgate, the Company or any of their
respective officers, directors or employees under the Placing Agreement
pursuant to the Contract (Rights of Third Parties) Act 1999.
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 Dowgate of a contract note
confirming each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges and agrees (for itself and
for any such prospective Placee) to the Company and Dowgate that (save where
the Company and Dowgate expressly agree in writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Placing, the Company, the
Placing Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or other
offering document:
a) is required under the Prospectus Regulation or the UK Prospectus
Regulation; and
b) has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules, which includes a description of
the nature of the Company's business and the Company's most recent balance
sheet and profit and loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and neither Dowgate
nor the Company nor any of their respective affiliates, agents, directors,
officers or employees nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it requested
Dowgate, the Company, any of their respective affiliates, agents, directors,
employees or officers or any person acting on behalf of any of them to
provide it with any such information;
5. neither Dowgate nor any person acting on behalf of either of
them, nor any of their 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 Dowgate, nor the Company (nor any of their respective
affiliates, agents, directors, officers and employees) have made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the 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 Dowgate 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 Dowgate nor any persons acting on its behalf is responsible
for or has or shall have any liability for any information, representation,
warranty or statement relating to the Company contained in this Announcement
or the Publicly Available Information nor will they be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in this Announcement, the
Publicly Available Information or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent misrepresentation;
11. it is not, and at the time the Placing Shares are acquired will
not be, a resident of the United States, Australia, Canada, the Republic of
South Africa or Japan, or any other Restricted Jurisdiction;
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, and the Placing Shares have not been approved or disapproved
by the SEC, under the securities laws of the United States, Australia, Canada,
Japan, the Republic of South Africa 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 or
the Republic of South Africa or in any country or jurisdiction where any such
action for that purpose is required;
13. 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 pay the
total subscription amount in accordance with the terms of this Announcement on
the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other Placees or sold at such price as Dowgate
determine;
14. it and/or each person on whose behalf it is participating:
a) is entitled to acquire Placing Shares pursuant to the Placing under the
laws and regulations of all relevant jurisdictions;
b) has fully observed such laws and regulations;
c) has capacity and authority and is entitled to enter into and perform
its obligations as an acquirer of Placing Shares and will honour such
obligations; and
d) has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and complied with all
necessary formalities to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and regulations
with respect to its subscription for Placing Shares;
15. 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 subject to the
laws of Australia, Canada, Japan or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation of
Australia, Canada, Japan or the Republic of South Africa and may not be
offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
16. it and the beneficial owner of the Placing Shares either:
a) 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; or
b) is acquiring the Placing Shares pursuant to one or more exemptions
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;
17. it understands that the Placing Shares have not been, and will not
be, registered under the Securities Act and may not be offered, sold or resold
in or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
18. 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;
19. it understands that:
a) the Placing Shares are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act;
b) no representation has been made as to the availability of the exemption
provided by Rule 144, Rule 144A or any other exemption under the Securities
Act for the reoffer, resale, pledge or transfer of Placing Shares; and
c) it will not deposit the Placing Shares in a depositary receipt
programme in the United States or for U.S. persons (as defined in the
Securities Act);
20. it will not offer, sell, transfer, pledge or otherwise dispose of
any Placing Shares except:
a) in an offshore transaction in accordance with Rules 903 or 904 of
Regulation S; or
b) pursuant to another exemption from registration under the Securities
Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
21. it acknowledges and understands that the Company and Dowgate will
rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that if any of such
acknowledgements, representations or agreements made by it are no longer
accurate, it shall promptly notify the Company and Dowgate, and if it is
acquiring any Placing Shares as a fiduciary or agent for one or more accounts,
it represents that it has sole investment discretion with respect to each such
account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of each such account;
22. it and any account for which it is acting became aware of the
Placing, and the Placing Shares were offered to it and each account for which
it is acting (if any), solely by means of direct contact between it and the
Company, and not by any other means. It and any account for which it is acting
did not become aware of the Placing, and the Placing Shares were not offered
to it or any account for which it is acting, by means of:
a) any form of "general solicitation" or "general advertising" within the
meaning of Rule 502(c) of Regulation D under the Securities Act;
b) any public offering within the meaning of Section 4(a)(2) of the
Securities Act; or
c) any directed selling efforts within the meaning of Rule 902(c) of
Regulation S;
23. it understands that the Placing Shares are expected to be issued
to it through CREST but may be issued to it in certificated, definitive form
and acknowledges and agrees that the Placing Shares will, to the extent they
are delivered in certificated form, bear a legend to the following effect
unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY
A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
24. it has not and 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 or the Placing
Shares, in or into or from the United States (including electronic copies
thereof) to any person, or to any other person whatsoever, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person, and will not, and has not, duplicated or otherwise
copied this Announcement in any way for any further distribution or
redistribution;
25. neither Dowgate, its respective affiliates and any person acting
on behalf of any of them is making any recommendations to it or advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the basis that it
is not and will not be a client of Dowgate and that Dowgate has no duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
26. it will make payment to Dowgate for the Placing Shares allocated
to it in accordance with the terms and conditions of this Announcement on the
due times and dates set out in this Announcement, failing which the relevant
Placing Shares may be placed with others on such terms as Dowgate determine
in their absolute discretion without Dowgate owing any liability to the Placee
and the Placee 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;
27. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that the Company may call upon it to subscribe for a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
28. no action has been or will be taken by any of the Company, Dowgate
or any person acting on behalf of the Company or Dowgate 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;
29. 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.
30. Dowgate and the Company will not be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and Dowgate in respect of the same on the basis that the
Placing Shares will be allotted to a CREST stock account of Dowgate or
transferred to a CREST stock account of Dowgate who will hold them as nominee
on behalf of the Placee until settlement in accordance with its standing
settlement instructions with it;
31. the allocation, allotment, issue and delivery or transfer 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, delivery or transfer of
Placing Shares would give rise to such a liability;
32. it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and undertakes that it
will acquire, hold, manage and (if applicable) dispose of any Placing Shares
that are allocated to it for the purposes of its business only;
33. 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 the UK Prospectus Regulation or an offer to the public
in any member state of the EEA within the meaning of the Prospectus
Regulation;
34. if it is within the EEA, it is a Qualified Investor as defined in
Article 2(e) of the Prospectus Regulation;
35. if it is within the UK, it is a Qualified Investor as defined in
Article 2(e) of the UK Prospectus Regulation;
36. it has only communicated or caused to be communicated and it will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA)
relating to Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person
and it acknowledges and agrees that this Announcement has not been
approved by Dowgate in their capacity as authorised persons under section 21
of the FSMA and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an authorised
person;
37. 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);
38. it represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation or in Article 5(1) of the UK Prospectus Regulation, the Placing
Shares acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a member state of the EEA or the UK other
than Qualified Investors, or in circumstances in which the express prior
written consent of Dowgate has been given to the offer or resale;
39. if it has received any inside information about the Company in
advance of the Placing, it has not:
a) dealt in the securities of the Company;
b) relied on any such information in accepting its invitation to
participate in the Placing;
c) encouraged or required another person to deal in the securities of
the Company; or
d) disclosed such information to any person, prior to the information
being made publicly available;
40. neither Dowgate, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person acting
on behalf of Dowgate 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 any of Dowgate's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
41. Dowgate and its respective affiliates, acting as investors for
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 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 Dowgate
and/or any of its respective affiliates acting as investors for their own
account(s). Neither Dowgate nor the Company intend to disclose the extent of
any such investment or transaction otherwise than in accordance with any legal
or regulatory obligation to do so;
42.
a) it has complied with and will continue to comply with its
obligations: (i) under the Criminal Justice Act 1993, Part VIII of FSMA, and
the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018);
and (ii) in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and the
Money Laundering Sourcebook of the FCA and any other applicable law; and
b) it is not a person: (i) with whom transactions are prohibited under
the United States Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury; (ii) named
on the Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (iii) subject to financial sanctions
imposed pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and it has obtained all governmental and
other consents (if any) which may be required for the purpose of, or as a
consequence of, such subscription or purchase, and it will provide promptly to
Dowgate or the Company such evidence, if any, as to the identity or location
or legal status of any person (including in relation to the beneficial
ownership of any underlying investor) which Dowgate or the Company may request
from it in connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise or any other
information as may be required to comply with legal or regulatory requirements
(including in particular under the Regulations)) in the form and manner
requested by Dowgate or the Company on the basis that any failure by it to do
so may result in the number of Placing Shares that are to be purchased by it
or at its direction pursuant to the Placing being reduced to such number, or
to nil, as Dowgate may decide at their sole discretion;
43. in order to ensure compliance with the Regulations, Dowgate (for
themselves and as agent on behalf of the Company), the Company or the
Company's registrars may, in their absolute discretion, require verification
of its identity or location or legal status or nationality. Pending the
provision to Dowgate, the Company or the Company's registrars, as applicable,
of evidence of identity, location, legal status or nationality (as the case
may be) definitive certificates in respect of the Placing Shares may be
retained at Dowgate's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at Dowgate's,
the Company's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity, location, legal status or nationality in the form and manner
requested, Dowgate (for themselves and as agent on behalf of the Company), the
Company or the Company's registrars have not received evidence satisfactory to
them, either Dowgate 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 (subject to any legal or regulatory restrictions);
44. acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the contract note 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
Dowgate's conduct of the Placing;
45. 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 and
confirms 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;
46. it irrevocably appoints any duly authorised officer of Dowgate 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 for upon the terms of this Announcement;
47. the Company, Dowgate and others (including each of their
respective affiliates, agents, directors, officers and employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to Dowgate on its own behalf
and on behalf of the Company, and to the Company, and are irrevocable;
48. 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;
49. time is of the essence as regards its obligations under this
Appendix;
50. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to Dowgate;
51. the Placing Shares will be issued subject to the terms and
conditions of this Appendix, and the obligation to subscribe is legally
binding on the Placee on behalf of which it is made and except with Dowgate's
consent will not be capable of variation or revocation after the time at which
it is submitted; and
52. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to these
terms and conditions and all agreements to acquire Placing Shares pursuant to
the Placing will be governed by and construed in accordance with English law
and it submits to the exclusive jurisdiction of the English courts in relation
to any claim, dispute or matter arising out of such contract except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with interest chargeable thereon) may be taken by the
Company and/or Dowgate 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, Dowgate and each of
their respective affiliates, agents, directors, officers and employees
(together "Indemnified Persons") 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
Dowgate, the Company or each of their respective affiliates, agents,
directors, officers or employees arising from any breach 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 representations, warranties, acknowledgements and undertakings contained
in this Appendix are given by the Placee (and any person acting on such
Placee's behalf) to Dowgate for themselves and on behalf of the Company, and
to the Company, and to their respective affiliates and are irrevocable.
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 or
transfer to Placees, or such persons as they nominate as their agents, direct
by the Company. Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Dowgate 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 Dowgate 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 Dowgate in the event that either
the Company or Dowgate have incurred any such liability to such taxes or
duties.
Dowgate is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing, and Dowgate will not be responsible to anyone (including any Placees
and any person acting on any Placee's behalf) other than the Company for
providing the protections afforded to their clients or for providing
advice in relation to the Placing or any other matters referred to in this
Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
Dowgate do not owe any fiduciary or other duties to any Placee or to any other
person (except the Company) 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 Dowgate may (at its absolute discretion and without any obligation
to do the same) satisfy their obligations to procure Placees by themselves
agreeing to become Placees 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
Dowgate, any money held in an account with Dowgate on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject to
the protections conferred by the FCA's client money rules: as a consequence,
this money will not be segregated from Dowgate's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment. Placees
will be notified of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected or received from them may go down
as well as up and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future performance,
and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
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