REG - Hardide PLC - Proposed equity fundraising
21/02/2024 16:45
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RNS Number : 9890D Hardide PLC 21 February 2024
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, TO US PERSONS (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ("US
SECURITIES ACT")) OR, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION IN
APPENDIX I TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
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SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH INVITATION,
SOLICITATION, RECOMMENDATION, OFFER OR ADVICE WOULD BE UNLAWFUL OR TO ANY
PERSON TO WHOM IT IS OTHERWISE UNLAWFUL TO MAKE THE SAME. NO PUBLIC OFFERING
OF NEW ORDINARY SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTIONS. PLEASE SEE THE IMPORTANT INFORMATION IN APPENDIX I
TO THIS ANNOUNCEMENT. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY
INVESTMENT DECISION IN RESPECT OF HARDIDE PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX I WHICH CONTAINS THE
TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK 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.
21 February
2024
HARDIDE PLC
("Hardide", the "Group" or the "Company")
Proposed equity fundraising to raise a minimum of £0.87 million
Hardide plc (AIM: HDD), the developer and provider of advanced surface coating
technology, today announces its intention to conduct a fundraising to raise
gross proceeds of at least £0.87 million (the "Fundraising") through (i) a
placing (the "Placing") of a minimum 16,777,774 new ordinary shares ("Placing
Shares") of 4p each in the capital of the Company ("Ordinary Shares") to new
and existing institutional investors ("Placees") and (ii) a subscription for
2,555,554 new Ordinary Shares ("Subscription Shares") by certain directors of
the Company (and their associates) (the "Subscription").
The Placing is being made available to certain institutional investors but is
not available to the public and will be conducted by way of an accelerated
bookbuild ("Bookbuild") which will open immediately following release of this
Announcement in accordance with the terms and conditions set out in Appendix
I.
The Fundraising will be undertaken at a fixed issue price of 4.5 pence per new
Ordinary Share ("Issue Price"), which represents a discount of 21.7 per cent.
to the closing middle market price of 5.75 pence per Ordinary Share on 20
February 2024, being the last business day prior to this Announcement.
The Fundraising will be effected by way of a cashbox placing of new Ordinary
Shares for non-cash consideration, further details of which are set out below.
The cashbox placing structure is being used so as to enable the Fundraising to
complete as quickly as possible.
Transaction Summary:
· Hardide is conducting a conditional fundraising to raise a minimum of
£0.87 million (before expenses) through the proposed issue of a minimum
19,333,328 new Ordinary Shares.
· Certain directors of the Company and their associates intend to
conditionally subscribe for 2,555,554 new Ordinary Shares raising £115,000 in
aggregate.
· The Placing is being undertaken further to the Company's announcement
of 8 February 2024 and subsequently its publication of the Group's audited
Annual Report, which is now available on the Company's website
at https://hardide.com/investor-relations/hardide-annual-reports-and-documents/
(https://hardide.com/investor-relations/hardide-annual-reports-and-documents/)
to which the attention of potential investors is specifically drawn.
· The net proceeds of the Fundraising, which are expected to amount to
at least £0.75 million, will provide the Company with the resources needed to
meet the Group's working capital requirements and corporate costs, at
anticipated revenue levels, for the remainder of the financial year to 30
September 2024.
· Completion of the Fundraising is conditional, inter alia, upon
admission of the Placing Shares and Subscription Shares (together,
"Fundraising Shares") to trading on the AIM market of the London Stock
Exchange.
Details of the Fundraising and the background to and rationale for it are set
out further below.
Expected Timetable of Principal Events
Announcement of the Fundraising 21 February 2024
Close of Bookbuild and results of the Placing announced 21 February 2024
Admission and commencement of dealings in the Fundraising Shares on AIM 8:00 a.m. on 23 February 2024
( )
For further information:
Hardide plc
Andrew Magson, Non-Executive Chair Tel: +44 (0) 1869 353 830
Jackie Heddle, Communications Manager
Cavendish Capital Markets Limited - Nominated Adviser and Joint Broker Tel: +44 (0) 20 7220 0500
Henrik Persson / Abigail Kelly
Allenby Capital - Joint Broker Tel: +44 (0) 20 3328 5656
Tony Quirke / Joscelin Pinnington - Sales and Corporate Broking
Jeremy Porter / Dan Dearden-Williams - Corporate Finance
Notes:
Hardide develops, manufactures and applies advanced technology tungsten
carbide/tungsten metal matrix coatings to a wide range of engineering
components. Its patented technology is unique in combining, in one material, a
mix of toughness and resistance to abrasion, erosion and corrosion; together
with the ability to coat accurately interior surfaces and complex geometries.
The material is proven to offer dramatic improvements in component life,
particularly when applied to components that operate in very aggressive
environments. This results in cost savings through reduced downtime and
increased operational efficiency. Customers include leading companies
operating in oil and gas exploration and production, valve and pump
manufacturing, precision engineering and the aerospace industries.
www.hardide.com
References to times in this Announcement are to the time in London, UK unless
otherwise stated.
The times and dates set out in the Expected Timetable of Principal Events
above and mentioned throughout this Announcement may be adjusted by the
Company in which event the Company will make an appropriate announcement to a
Regulatory Information Service giving details of any revised times and dates
which will also be notified to the London Stock Exchange and, where
appropriate, Shareholders. Shareholders may not receive any further written
communication.
Attention is drawn to the section of this Announcement headed 'Important
Information' and the terms and conditions of the Placing (representing
important information for invited Placees only) in Appendix I to this
Announcement.
Further details of the Fundraising
Assuming gross proceeds of £0.87 million, the Fundraising will comprise the
issue of a minimum 16,777,774 new Ordinary Shares pursuant to the Placing and
2,555,554 new Ordinary Shares pursuant to the Subscription. The Subscription
is conditional on completion of the Placing and vice-versa.
Pursuant to a placing agreement dated 21 February 2024 between Cavendish,
Allenby and the Company (the "Placing Agreement"), Cavendish and Allenby have
conditionally agreed, as agents on behalf of the Company, to use their
respective reasonable endeavours to procure subscribers for the Placing
Shares.
Cavendish and Allenby are acting as joint bookrunners (the "Bookrunners") in
connection with the Placing. The Placing is subject to the terms and
conditions set out in Appendix I to this Announcement. The Bookrunners will
commence the Bookbuild in respect of the Placing immediately following the
release of this Announcement. The exact number of Placing Shares will be
determined at the close of the Bookbuild and will be announced as soon as
practicable thereafter.
The timing of the closing of the Bookbuild, the number of new Ordinary Shares
to be issued pursuant to the Placing and allocations among subscribers are at
the absolute discretion of the Bookrunners, in consultation with the
Company. A further announcement confirming the final details of the Placing
is expected to be made following the closing of the Bookbuild. The Bookrunners
reserve the right to close the Bookbuild without further notice. The Placing
is being undertaken on a reasonable endeavours basis and is not being
underwritten. The Subscription and the Placing are inter-conditional and
there can therefore be no certainty that the Fundraising will complete.
The Fundraising Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with each other and with the Existing Ordinary
Shares including, without limitation, the right to receive all dividends and
other distributions declared, made or paid on or after the date of issue.
Application will be made to the London Stock Exchange for the Fundraising
Shares to be admitted to trading on AIM ("Admission"). The Fundraising is
conditional upon, inter alia, (i) Admission becoming effective on or before
8.00 a.m. (London time) on 23 February 2024 or such later date as may be
agreed between the Bookrunners and the Company but, in any event, no later
than 8.00 a.m. (London time) on 8 March 2024, and (ii) the Placing Agreement
becoming unconditional in all respects (save for Admission) and not having
been terminated in accordance with its terms.
Settlement for the Placing Shares is expected to take place on or around 8.00
a.m. on 23 February 2024 (or such later date as may be agreed between
Cavendish, Allenby and the Company).
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing and the
further information relating to the Bookbuild described in Appendix I (which
forms part of this Announcement).
Background to and Rationale for the Fundraising
The Company announced its preliminary unaudited financial results for the year
ended 30 September 2023 on 8 February 2024 together with an update on trading
in the opening months of the current financial year to 30 September 2024 (the
"Results Announcement").
The Company subsequently published its audited Annual Report and Accounts for
the year ended 30 September 2023 (the "Annual Report") earlier today, which is
available to view on the Company's website,
at https://hardide.com/investor-relations/hardide-annual-reports-and-documents/
(https://hardide.com/investor-relations/hardide-annual-reports-and-documents/)
.
The Financial Review section of the Annual Report explains the following in
relation to going concern:
"The directors have adopted the going concern basis in preparing the financial
statements in the expectation that c.£0.75m (net of costs) of additional
equity finance will be raised shortly, and after assessing the principal risks
and considering the impact of various downside scenarios to the Group's base
case financial plans, including latest sales expectations and profit margins
for the period to March 2025.
The Board is continuing to seek a further £0.25m in debt finance to increase
financial headroom and resilience.
In light of the above, the Board expects the Group to have sufficient
financial and other resources to continue to operate as a going concern for
the foreseeable future, but in reaching that conclusion the Board is mindful
of the following key sensitivities which, should they occur, would cast
significant doubt on that conclusion:
1. There is a material shortfall in the anticipated c.£0.75m net
proceeds realised from the anticipated equity fundraise; or
2. Substantially all of the c.£0.75m net proceeds from the anticipated
equity fundraise are realised, the ongoing initiatives to secure c.£0.25m of
additional debt are not successful, and the Company does not achieve its base
case sales forecast by c.15% or more; or
3. Substantially all of the c.£0.75m net proceeds from the anticipated
equity fundraise are realised, the ongoing initiatives to secure c.£0.25m of
additional debt are successful, and the Company does not achieve its base case
sales forecast by c. 20% or more.
Accordingly, the Board has concluded that it remains appropriate to prepare
the financial statements on a going concern basis, but that this is subject to
material uncertainty as outlined above.
Further details are set out in Note 1 to the financial statements."
The Board is focused on driving an acceleration in revenue growth by further
commercialising the business under new leadership, as adoption of Hardide's
unique coating technology gains further traction across a diverse range of
end-use market applications. This includes recent volume business gained for
Airbus components; anticipated high volume coatings for consumable industrial
components sold direct to end users; coatings for industrial gas turbines; and
on-going developments in Alternative Energy, especially in the hydrogen
sector.
The Company has recently appointed Steve Paul as interim CEO to lead the
Company into its next stage of development. Steve, formerly of Praxair Surface
Technologies, has a track record of success in driving business development
and achieving performance improvement within the surface treatment sector. In
November 2023, Matt Hamblin was appointed to the Board as a Non-Executive
Director, he was previously CEO of Keronite, a coatings company with a number
of similarities to Hardide, where he grew the business into profitability
before leading its successful sale to a large international business. With the
combination of unique, patented and high performance coatings technology and
fresh commercial leadership, the Board remains confident in the Group's growth
prospects as detailed in the Results Announcement.
The net proceeds of the Fundraising, together with the Company's existing cash
resources and certain additional cost disciplines, will provide the Company
with the funds required to meet the Group's working capital requirements, and
corporate costs, at anticipated revenue levels, for the remainder of the
financial year to 30 September 2024. The Board are mindful that,
notwithstanding the Fundraising, the Company currently has depleted cash
reserves and the directors will continue to explore avenues for securing
further debt funding as a buffer against market conditions, to reassure
customers and to provide the flexibility to take advantage of investment
opportunities where it would be beneficial, in a disciplined fashion, to do
so.
While the Fundraising could be undertaken, in part, pursuant to existing
authorities of the Company to issue new Ordinary Shares on a non-pre-emptive
basis granted at the Company's annual general meeting held on 23 March 2023,
given these authorities will be exceeded in respect of those new Ordinary
Shares to be issued pursuant to the Placing, it has accordingly been
structured using a cashbox structure in order to ensure that the net proceeds
of the Placing are received by the Company as soon as possible. Ahead of the
release of this Announcement, the Board consulted with certain major
Shareholders who endorsed this strategy.
The Board considers the Fundraising to be in the best interests of the Company
and its Shareholders as a whole, and certain members of the Board intend to
participate in the Subscription raising £115,000 in aggregate.
Structure of the Placing
The Fundraising will be effected by way of a cashbox placing of new Ordinary
Shares for non-cash consideration. Cavendish will, pursuant to the
Subscription and Transfer Agreement, subscribe for redeemable preference
shares in a new Jersey-incorporated subsidiary of the Company ("JerseyCo") in
an amount equal to the net proceeds of the Placing. The Company will allot and
issue the Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer, pursuant to the Subscription and Transfer
Agreement, of the redeemable preference shares in JerseyCo that will be issued
to Cavendish. No Shareholder approval is required to effect the Fundraising.
Instead of receiving cash as consideration for the issue of the Placing
Shares, following completion of the Placing, the Company will own the entire
issued share capital of JerseyCo, whose only asset will be its cash reserves,
which will represent an amount approximately equal to the net proceeds of the
Placing. The Company will then be able to access those funds by redeeming the
redeemable preference shares it holds in JerseyCo.
Accordingly, by subscribing for Placing Shares under the Placing and
submitting a valid payment in respect thereof, each Placee instructs Cavendish
and Allenby (as the case may be) to hold such payment on their respective
behalves and: (i) to the extent of a successful application under the Placing,
to apply such payment solely to permit Cavendish to subscribe (as principal)
for redeemable preference shares in JerseyCo; and (ii) to the extent of an
unsuccessful application under the Placing, to return the relevant payment
without interest to the applicant.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole responsibility of, the
Company.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as Nominated Adviser,
broker and joint bookrunner to the Company in connection with the Placing. The
responsibilities of Cavendish as the Company's nominated adviser under the AIM
Rules and the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any director or
shareholder of the Company or any other person. Cavendish will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Cavendish or for providing advice to any other person
in connection with the Placing or any acquisition of shares in the Company.
Cavendish is not making any representation or warranty, express or implied, as
to the contents of this Announcement. Cavendish has not authorised the
contents of, or any part of, this Announcement, and no liability whatsoever is
accepted by Cavendish for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
Allenby Capital Limited ("Allenby"), which is authorised and regulated by the
FCA in the United Kingdom, is acting as broker and joint bookrunner to the
Company in connection with the Placing. Allenby will not be responsible to any
person other than the Company for providing the protections afforded to
clients of Allenby or for providing advice to any other person in connection
with the Placing or any acquisition of shares in the Company. Allenby is not
making any representation or warranty, express or implied, as to the contents
of this Announcement. Allenby has not authorised the contents of, or any part
of, this Announcement, and no liability whatsoever is accepted by Allenby for
the accuracy of any information or opinions contained in this Announcement or
for the omission of any material information.
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 to 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. In particular, the Fundraising Shares
have not been, and will not be, registered under the US Securities Act or
qualified for sale under the laws of any state of the United States or under
the applicable laws of any of Canada, Australia, Japan or the Republic of
South Africa, and may not be offered or sold in the United States or to, or
for the account or benefit of, US persons (as such term is defined in
Regulation S under the US Securities Act) or to any national, resident or
citizen of Canada, Australia, Japan or the Republic of South Africa.
The distribution or transmission of this Announcement and the offering of the
Fundraising Shares in certain jurisdictions other than the UK may be
restricted or prohibited by law or regulation. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or the possession or distribution of
this Announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In particular,
this Announcement may not be distributed, directly or indirectly, in or into a
Restricted Jurisdiction. Overseas Shareholders and any person (including,
without limitation, nominees and trustees), who have a contractual or other
legal obligation to forward this Announcement to a jurisdiction outside the UK
should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which include all
statements other than statements of historical fact including, without
limitation, those regarding the Company's financial position, 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 Company to be materially
different from the future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. 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.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that the 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.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Each investor or
prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
Announcement and publicly available information.
The Fundraising Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.
Appendix I to this Announcement sets out the terms and conditions of the
Placing. By participating in the Bookbuild, each person who is invited to and
who chooses to participate in the Placing by making or accepting an oral
and/or written legally binding offer to subscribe for Placing Shares will be
deemed to have read and understood this Announcement (including Appendix I) in
its entirety, to be making or accepting such offer on the terms and subject to
the conditions of the Placing set out in this Announcement and to be providing
the representations, warranties, undertakings, agreements and acknowledgements
contained in Appendix I.
The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the 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 FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance Requirements
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Cavendish and Allenby 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 Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together the "MiFID II Product Governance Requirements") and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, Cavendish and Allenby will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the 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
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM 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 THE PROSPECTUS REGULATION (EU)
2017/1129 AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") ("EU
QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED, AS
IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF,
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS
REGULATION") ("UK QUALIFIED INVESTORS") AND WHO ALSO (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) ARE PERSONS TO WHOM THE PLACING MAY
OTHERWISE LAWFULLY BE 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. BY
ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT, YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON. 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.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED
OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE PLACING SHARES
IS BEING MADE IN THE UNITED STATES. THE PLACING IS BEING MADE SOLELY OUTSIDE
THE UNITED STATES TO PERSONS IN OFFSHORE TRANSACTIONS (AS DEFINED IN
REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S")) MEETING THE
REQUIREMENTS OF REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED
STATES. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR WITHIN THE UNITED STATES, CANADA,
AUSTRALIA, NEW ZEALAND, 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 IN
OR INTO THE UNITED STATES OR USE THE UNITED STATES MAILS, DIRECTLY OR
INDIRECTLY, IN CONNECTION WITH THE PLACING.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
No action has been taken by the Company, Cavendish Capital Markets Limited
("Cavendish") or any Cavendish Affiliates or by Allenby Capital Limited
("Allenby") or any Allenby Affiliates or by any Hardide Affiliates (each as
defined below) that would permit an offer of the Placing Shares or possession
or distribution of this Announcement or any other publicity material relating
to such Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to inform
themselves about and to observe any such restrictions.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.
In the United Kingdom, this Announcement is being directed solely at persons
in circumstances in which section 21(1) of FSMA does not require the approval
of the relevant communication by an authorised person. The Placing Shares have
not been approved or disapproved by the US Securities and Exchange Commission,
any state securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States. The
relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, 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 Australia, Canada, Japan, 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 obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the Existing
Ordinary Shares have been bought or sold in the past cannot be relied upon as
a guide to future performance. Persons needing advice should consult an
independent financial adviser.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that the 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.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
By participating in the Bookbuild , each person who is invited to and who
chooses to participate in the Placing (a "Placee") by making or accepting an
oral and/or written legally binding offer to subscribe for Placing Shares will
be deemed to have read and understood this Announcement (including this
Appendix I) in its entirety, to be making such offer on the terms and subject
to the conditions of the Placing set out in this Announcement and to be
providing the representations, warranties, undertakings, agreements and
acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Cavendish and Allenby 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. 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 herein;
3. 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 Announcement; and
4. except as otherwise permitted by the Company and subject to
any available exemptions from
applicable securities laws, it (and any account referred to in paragraph 3
above) is outside the
United States acquiring the Placing Shares in offshore transactions as defined
in and in accordance with Regulation S under the US Securities Act.
The Company and Cavendish and Allenby will rely upon the truth and accuracy of
the foregoing representations, warranties, undertakings, acknowledgements and
agreements. Each Placee hereby agrees with Cavendish, Allenby and the Company
to be bound by these terms and conditions as being the terms and conditions
upon which Placing Shares will be issued. A Placee shall, without limitation,
become so bound if Cavendish confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it at the Issue Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this Announcement
and the announcement of the results of the Placing (the "Result of Placing
Announcement") (together, the "Placing Documents") and any information
publicly announced through a regulatory information service ("RIS") 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 or trade confirmation sent to Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents 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 Cavendish, Allenby or the Company or any
other person and none of Cavendish, Allenby, the Company nor any other person
acting on such person's behalf nor any of their respective affiliates has or
shall have any responsibility or liability for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of the Company
in accepting a participation in the Placing.
No Placee should consider any information in this Announcement to be legal,
financial, regulatory, tax or business advice. Each Placee should consult its
own legal advisor, tax advisor, financial advisor and business advisor for
legal, tax, business and financial 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
Cavendish and Allenby are acting as joint bookrunners and placing agents in
connection with the Placing and have entered into the Placing Agreement with
the Company under which, on the terms and subject to the conditions set out in
the Placing Agreement, Cavendish and Allenby, as agent for and on behalf of
the Company, have each agreed to use their respective reasonable endeavours to
procure placees for the Placing Shares. The Placing is not being underwritten
by Cavendish or Allenby or any other person.
The price per Ordinary Share at which the Placing Shares are to be placed is
4.5 pence per Placing Share and the final number of Placing Shares will be
decided at the close of the Bookbuild following the execution of the placing
terms by the Company, Allenby and Cavendish (the "Placing Results Agreement").
The timing of the closing of the book and allocations are at the discretion of
the Company, Cavendish and Allenby. Details of the number of Placing Shares
will be announced as soon as practicable after the close of the Bookbuild.
The issue of the Placing Shares is to be effected by way of a cashbox placing.
The Company will allot and issue the Placing Shares on a non-pre-emptive basis
to Placees in consideration for Cavendish transferring its holdings of
redeemable preference shares and ordinary subscriber shares in JerseyCo to the
Company. Accordingly, instead of receiving cash as consideration for the issue
of the Placing Shares, following completion of the Placing, the Company will
own the entire issued share capital of JerseyCo whose only asset will be its
cash reserves, which will represent an amount approximately equal to the net
proceeds of the Placing.
The Placing Shares will, when issued, be credited as fully paid up and will be
issued subject to the Company's articles of association and rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid on or in respect
of the Ordinary Shares after the date of issue of the Placing Shares, and will
on issue be free of all pre-emption rights, claims, liens, charges,
encumbrances and equities.
Bookbuild Process
Commencing immediately today, Cavendish and Allenby will be conducting the
Bookbuild in order to determine demand for participation in the Placing by
Placees. This Announcement gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. However, Cavendish, Allenby
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.
Participation in, and principal terms of, the Bookbuild
Cavendish and Allenby are acting as joint brokers and bookrunners to the
Placing, as agents for and on behalf of the Company, on the terms and subject
to the conditions of the Placing Agreement.
Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by Cavendish
or Allenby. Cavendish and Allenby as well as any Cavendish Affiliates and
Allenby Affiliates are entitled to participate as Placees in the Bookbuild.
The Bookbuild will establish the number of Placing Shares to be issued
pursuant to the Placing.
The book will open with immediate effect. The Bookbuild is expected to close
not later than 5:30pm on 22 February 2024 but may be closed at such earlier
or later time as Cavendish and Allenby may, in their absolute discretion
(after consultation with the Company), determine. The announcement containing
the results of the Bookbuild will be released following the close of the
Bookbuild.
A bid in the Bookbuild will be made on the terms and conditions contained in
this Appendix I and will be legally binding on the Placee on behalf of which
it is made and, except with Cavendish and Allenby's consent, will not be
capable of variation or revocation after the close of the Bookbuild.
A Placee who wishes to participate in the Bookbuild should communicate its bid
orally by telephone or in writing to their usual sales contact at Cavendish or
Allenby (as the case may be). Each bid should either state the number of
Placing Shares which the prospective Placee wishes to subscribe for or a fixed
monetary amount at, in either case, the Issue Price. If successful, Cavendish
and/or Allenby will re-contact and confirm orally or in writing to Placees
following the close of the Bookbuild the size of their respective allocations
and a contract note or trade confirmation will be despatched as soon as
possible thereafter. The oral or written confirmation of the size of
allocations by Cavendish or Allenby (as the case may be) will constitute an
irrevocable legally binding agreement in favour of the Company and Cavendish
and Allenby pursuant to which each such Placee will be required to accept the
number of Placing Shares allocated to the Placee at the Issue Price on the
terms and subject to the conditions set out herein and in accordance with the
Company's articles of association. Each Placee's allocation and commitment
will be evidenced by a contract note or trade confirmation issued to such
Placee by Cavendish or Allenby (as the case may be). The terms of this
Appendix I will be deemed incorporated in that contract note or trade
confirmation.
Cavendish and/or Allenby 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. Cavendish and Allenby also reserve the right not to accept
offers to subscribe for Placing Shares or to accept such offers in part rather
than in whole. The acceptance and, if applicable, scaling back of offers shall
be at the absolute discretion of Cavendish, Allenby and the Company.
Each Placee's obligations will be owed to the Company and to Cavendish and
Allenby. Following the oral confirmation referred to above, each Placee will
also have an immediate, separate, irrevocable and binding obligation, owed to
the Company, Cavendish and Allenby, as agents of the Company, to pay to
Cavendish and/or Allenby (or as each of them may respectively direct), in
cleared funds, an amount equal to the product of the Issue Price and the
number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of Cavendish, any holding
company of Cavendish, any subsidiary of Cavendish, any subsidiary of any such
holding company, any branch, affiliate or associated undertaking of any such
company nor any of their respective directors, agents, officers and employees
(each a "Cavendish Affiliate") nor any person acting on their behalf shall
have any responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, none of
Cavendish, any Cavendish Affiliate nor any person acting on their behalf shall
have any liability (including, to the extent legally permissible, any
fiduciary duties), in respect of its conduct of the Bookbuild or of such
alternative method of effecting the Placing as Cavendish may determine.
To the fullest extent permissible by law, none of Allenby, any holding company
of Allenby, any subsidiary of Allenby, any subsidiary of any such holding
company, any branch, affiliate or associated undertaking of any such company
nor any of their respective directors, agents, officers and employees (each an
"Allenby Affiliate") nor any person acting on their behalf shall have any
responsibility or liability to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, none of Allenby, any
Allenby Affiliate nor any person acting on their behalf shall have any
liability (including, to the extent legally permissible, any fiduciary
duties), in respect of its conduct of the Bookbuild or of such alternative
method of effecting the Placing as Allenby may determine.
The Placing Shares will be issued subject to the terms and conditions of this
Appendix I and each Placee's commitment to subscribe for Placing Shares on the
terms set out herein will continue notwithstanding any amendment that may in
future be made to the terms and conditions of the Placing and Placees will
have no right to be consulted or require that their consent be obtained with
respect to the Company's, Cavendish's or Allenby's conduct of the Placing.
All times and dates in this Announcement may be subject to amendment.
Cavendish or Allenby shall notify Placees and any person acting on behalf of a
Placee of any changes.
Persons who are invited to and who choose to participate in the Placing, 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 and to be
making such offer to acquire Placing Shares on the terms and conditions, and
to be providing the representations, warranties, acknowledgements and
undertakings, contained in this Appendix I.
In this Appendix I, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given and who has been
invited to participate in the Placing by Cavendish or Allenby.
All obligations of Cavendish and Allenby under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement including
without limitation those referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Cavendish and Allenby under the Placing Agreement are
conditional, amongst other things, on:
1. the placing results announcement being released
to an RIS by no later than 5.30 p.m. on the date following this Announcement
(or such other later time as Cavendish, Allenby and the Company may agree);
2. in the sole opinion of Cavendish and Allenby,
none of the warranties contained in the Placing Agreement being untrue and
inaccurate or misleading on the date of the Placing Agreement and at all times
during the period up to and including the date of Admission, in each case by
reference to such facts or circumstances then subsisting;
3. the Placing Shares and the Subscription Shares
having been allotted, conditional only on Admission, by no later than 5.00
p.m. on 23 February 2024 or such later time as may be agreed between the
Company, Cavendish and Allenby, not being later than 5.00 p.m. on 8 March
2024;
4. the performance by the Company of its
obligations under the Placing Agreement, the Option Agreement and the
Subscription and Transfer Agreement to the extent they fall to be performed
prior to Admission;
5. there not occurring, in the opinion of
Cavendish and Allenby (acting in good faith), a material adverse change, or
any development reasonably likely to involve a prospective material adverse
change, in or affecting the condition (financial, operational or legal) or in
the earnings, management, solvency, business prospects or financial prospects
of the Company or the Group, taken as a whole, whether or not arising in the
ordinary course of business and whether or not foreseeable at the date of the
Placing Agreement; and
6. Admission occurring not later than 8.00 a.m. on
or around 23 February 2024 or such later time and/or date as Cavendish and
Allenby may agree in writing with the Company (but in any event no later than
8.00 a.m. on 8 March 2024).
If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement, waived by Cavendish and Allenby), or
(b) the Placing Agreement is terminated in the circumstances specified below,
the Placing will lapse and each Placee's rights and obligations hereunder
shall cease and determine at such time and no claim may be made by a Placee in
respect thereof. None of Cavendish, Allenby, the Company, any Cavendish
Affiliate, any Allenby Affiliate nor any holding company of the Company, any
subsidiary of the Company, any subsidiary of any such holding company, any
branch, affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each a "Hardide
Affiliate") 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
it may make as to whether or not to waive or to extend the time and/or date
for the satisfaction of any condition in the Placing Agreement or in respect
of the Placing generally.
By participating in the Placing, each Placee agrees that Cavendish's and
Allenby's rights and obligations in respect of the Placing terminate, inter
alia, in the circumstances described below under "Right to terminate under the
Placing Agreement".
Right to terminate under the Placing Agreement
Cavendish and/or Allenby may, at any time before Admission and in its absolute
discretion, terminate the Placing Agreement with immediate effect if, amongst
other things:
1. there has been a breach of any of the warranties given in
the Placing Agreement by the Company or an event occurs or matter arises which
would render or be likely to render any of those warranties inaccurate in any
respect or misleading;
2. the Company has failed to or is unable to comply in all
material respects with any of its obligations under the Placing Agreement;
3. any of the conditions to the Placing Agreement, the Option
Agreement and/or the Subscription and Transfer Agreement has become incapable
of fulfilment before or has not been satisfied by the latest date/time
provided in the relevant agreement and has not been waived by Cavendish and
Allenby;
4. in the opinion of Cavendish and Allenby (acting in good
faith), there has been a material adverse change or certain force majeure
events have occurred which would or would be likely to prejudice the Company
or the Placing, or make the success of the Placing doubtful or make it
impracticable or inadvisable to proceed with the Placing, or render the
creation of a market in the ordinary share capital of the Company temporarily
or permanently impracticable; or
5. any statement contained in the Placing Documents is, or has
become, or has been discovered to be untrue, incorrect or misleading in any
material respect or any of the conditions to the Placing Agreement has become
incapable of fulfilment before or has not been satisfied by the latest
date/time provided in the agreement and has not been waived by Cavendish and
Allenby.
By participating in the Placing, each Placee agrees with Cavendish and Allenby
that the exercise by Cavendish or Allenby of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of Cavendish and Allenby and that neither Cavendish or Allenby need make any
reference to Placees in this regard and that, to the fullest extent permitted
by law, neither the Company, Cavendish, any Cavendish Affiliate, Allenby, any
Allenby Affiliate nor any Hardide Affiliate shall have any liability
whatsoever to Placees in connection with any such exercise or failure to so
exercise.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the delivery versus payment ("DVP")
mechanism, subject to certain exceptions. Cavendish and Allenby each reserves
the right to require settlement for and delivery of the Placing Shares to
Placees by such other means as they may deem necessary, including, without
limitation, if delivery or settlement is not possible or practicable within
the CREST system within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 21 February 2024
Settlement Date 23 February 2024
ISIN Code GB00BJJPX768
SEDOL BJJPX76
CREST ID for Cavendish 601/KLCLT
Each Placee allocated Placing Shares in the Placing will be sent either a
contract note or a trade confirmation stating the number of Placing Shares
allocated to it, the Issue Price, the aggregate amount owed by such Placee to
Cavendish or Allenby (as the case may be) and settlement instructions.
Placees should settle against the Cavendish CREST ID shown above. It is
expected that such contract note or trade confirmation will be despatched on
the expected trade date shown above. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated settlement
instructions which it has in place with Cavendish.
It is expected that settlement will take place on the Settlement Date shown
above on a DVP basis in accordance with the instructions set out in the
contract note or trade confirmation unless otherwise notified by Cavendish and
Allenby.
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 two percentage points above
the base rate of Barclays Bank Plc as determined by Cavendish.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Cavendish or Allenby (as the case may be) may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Cavendish's or Allenby's own account and profit, an
amount equal to the aggregate amount owed by the Placee plus any interest due.
The Placee will, however, remain liable for any shortfall below the aggregate
amount owed by such Placee and it may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the contract note or trade confirmation is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the 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 any
levy, stamp duty or stamp duty reserve tax. If there are any circumstances in
which any other stamp duty, stamp duty reserve tax or other similar taxes or
duties (including any interest and penalties relating thereto) is payable in
respect of the issue, allocation, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax
is payable in connection with any subsequent transfer of or agreement to
transfer Placing Shares), neither Cavendish, Allenby nor the Company shall be
responsible for the payment thereof. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and terms
By submitting a bid and/or participating in the Placing, each prospective
Placee (and any person acting on such Placee's behalf) irrevocably confirms,
represents, warrants, undertakes, acknowledges, understands and agrees (for
itself and for any such prospective Placee) (as the case may be) with
Cavendish and Allenby (in their capacity as joint bookrunners and agents of
the Company in respect of the Placing) and the Company, in each case as a
fundamental term of their application for Placing Shares, the following (save
where Cavendish or Allenby expressly agree in writing to the contrary):
1. it has read and understood this Announcement in its
entirety (including this Appendix I) and acknowledges that its participation
in the Placing and the issue of the Placing Shares will be governed by the
terms of this Announcement (including this Appendix I) and 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 the
Placing, the Company, the Placing Shares or otherwise other than the
information contained in the Placing Documents and the Publicly Available
Information;
2. no prospectus or offering document has been or will
be prepared in connection with the Placing and it has not received and will
not receive a prospectus or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares and none is required under the EU
Prospectus Regulation or the UK Prospectus Regulation;
3. to indemnify on an after-tax basis and hold harmless
each of the Company, Cavendish, Cavendish Affiliates, Allenby, Allenby
Affiliates and Hardide Affiliates and any person acting on their behalf from
any and all costs, losses, 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 in
this Announcement and further agrees that the provisions of this Announcement
shall survive after completion of the Placing;
4. the Placing Shares will be admitted to AIM and the
Company is therefore required to publish and has published certain business
and financial information in accordance with the AIM Rules and the UK version
of the Market Abuse Regulation (EU 596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and other
applicable laws and regulations (the "Exchange Information"), which includes
the Company's announcements and circulars published in the past 12 months, and
that the Placee is able to obtain or access this Exchange Information without
undue difficulty and is aware of and has reviewed the contents of the Exchange
Information;
5. none of Cavendish, any Cavendish Affiliate, Allenby,
any Allenby Affiliate or any person acting on their behalf has provided, and
will not provide, it with any material or information regarding the Placing
Shares or the Company; nor has it requested any of Cavendish, nor any
Cavendish Affiliate, Allenby or any Allenby Affiliate nor any person acting on
their behalf to provide it with any such material or information;
6. (i) none of Cavendish or any Cavendish Affiliate,
Allenby or any Allenby Affiliate or any person acting on behalf of any of them
is making any recommendations to it or advising it regarding the suitability
of any transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of Cavendish or Allenby and neither Cavendish nor Allenby has any
duties or responsibilities to it (or any person acting on behalf of a Placee)
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, agreements 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, and (ii) neither it nor, as the case may be, its
clients expect Cavendish or Allenby to have any duties or responsibilities to
it similar or comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook
of Rules and Guidance, and that neither Cavendish or Allenby is acting for it
or its clients, and that neither Cavendish nor Allenby will be responsible to
any person other than the Company for providing those protections afforded to
its clients;
7. the content of this Announcement, the Result of
Placing Announcement and the Publicly Available Information is exclusively the
responsibility of the Company and that none of Cavendish, nor any Cavendish
Affiliate, Allenby, any Allenby Affiliate nor any person acting on their
behalf will be responsible for or shall have any liability for any
information, representation or statement relating to the Company contained in
this Announcement or any information previously published by or on behalf of
the Company. None of Cavendish, nor any Cavendish Affiliate, Allenby, any
Allenby Affiliate nor any person acting on their behalf will be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants, undertakes and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing to subscribe for the Placing Shares is contained in this
Announcement, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares, and that it has relied
on its own investigation with respect to the Placing Shares and the Company in
connection with its decision to subscribe for the Placing Shares and
acknowledges that it is not relying on any other information whatsoever and in
particular it is not relying on any investigation that Cavendish, any
Cavendish Affiliate, Allenby, any Allenby Affiliate or any person acting on
their behalf may have conducted with respect to the Placing Shares or the
Company and none of such persons has made any representations to it, express
or implied, with respect thereto;
8. it has such 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 had sufficient time to consider and conduct its own
investigation in connection with its subscription for the Placing Shares,
including all tax, legal and other economic considerations and has relied upon
its own examination of, and due diligence on, the Company, and the terms of
the Placing, including the merits and risks involved;
9. unless paragraph 10 applies, it has neither received
nor relied on any inside information for the purposes of UK MAR and section 56
of the Criminal Justice Act 1993 (the "CJA") in relation to the Company or its
participation in the Placing;
10. if it has received any inside information (for the
purpose of UK MAR and section 56 of the CJA) in relation to the Company and
its securities in advance of the Placing, it has consented to receive inside
information for the purposes of UK MAR and the CJA and it acknowledges that it
was an insider or a person who has received a market sounding for the purpose
of such legislation and it confirms that it has not: (a) dealt (or attempted
to deal) in the securities of the Company (or cancelled or amended an order in
relation thereto); (b) encouraged, recommended or induced another person to
deal in the securities of the Company (or to cancel or amend an order in
relation thereto); or (c) unlawfully disclosed inside information to any
person, in each case, prior to the information being made publicly available;
11. it is not entitled to rely on any information
(including, without limitation, any information contained in any management
presentation given in relation to the Placing) other than that contained in
this Announcement (including this Appendix I) and any Exchange Information and
represents and warrants that it has not relied on any representations relating
to the Placing, the Placing Shares or the Company other than the information
contained in this Announcement or in any Exchange Information;
12. it has not relied on any information relating to the
Company contained in any research reports prepared by Cavendish or any
Cavendish Affiliate, Allenby or any Allenby Affiliate or any person acting on
their behalf and understands that (i) none of Cavendish, nor any Cavendish
Affiliate, Allenby, nor any Allenby Affiliate, nor any person acting on their
behalf has or shall have any liability for any public information relating to
the Company; (ii) none of Cavendish, nor any Cavendish Affiliate, Allenby or
any Allenby Affiliate, nor any person acting on their behalf has or shall have
any liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) none of Cavendish, nor any Cavendish
Affiliate, Allenby, nor any Allenby Affiliates, nor any person acting on their
behalf makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
13. (i) it is entitled to acquire the Placing Shares for
which it is subscribing under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such laws and
regulations and obtained all such governmental and other guarantees and other
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 I) which may be
required or necessary in connection with its subscription for Placing Shares
and its participation in the Placing and has complied with all other necessary
formalities in connection therewith; (iii) it has all necessary capacity and
authority to commit to a participation in the Placing and to perform its
obligations in relation thereto and will honour such obligations; (iv) it has
paid any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the Placing in any
territory; and (v) it has not taken any action which will or may result in the
Company, Cavendish or any Cavendish Affiliate, Allenby, any Allenby Affiliate
or Hardide Affiliate or any person acting on their behalf being in breach of
the legal and/or regulatory requirements of any territory in connection with
the Placing;
14. 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 (including electronic copies thereof),
to any person and represents that it has not redistributed, forwarded,
transferred, duplicated, or otherwise transmitted any such materials to any
person;
15. it understands that the Placing Shares have not been and
will not be registered under the US Securities Act or under the securities
laws of any state or other jurisdiction of the United States and are not being
offered or sold within the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
US Securities Act;
16. its acquisition of the Placing Shares has been or will
be made in an "offshore transaction" as defined in and pursuant to Regulation
S;
17. it will not offer or sell, directly or indirectly, any
of the Placing Shares in the United States except in accordance with
Regulation S or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act;
18. if it is a financial intermediary, as that term is used
in Article 5(1) of the UK Prospectus Regulation: (a) any 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 or to which the UK Prospectus Regulation otherwise applies
other than UK Qualified Investors or in circumstances in which the prior
consent of Cavendish and Allenby 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 UK 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;
19. if it is a financial intermediary, as that term is used
in Article 5(1) of the EU Prospectus Regulation: (i) the Placing Shares
acquired by it in the Placing have not been acquired on behalf of, nor have
they been acquired with a view to their offer or resale to, persons in any
member state of the EEA or to which the EU Prospectus Regulation otherwise
applies other than EU Qualified Investors or in circumstances in which the
prior consent of Cavendish and Allenby has been given to the offer or resale;
or (ii) where Placing Shares have been acquired by it on behalf of persons in
any member state of the EEA other than EU Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;
20. it has not offered or sold and will not offer or sell
any Placing Shares to the public in any member state of the EEA or the United
Kingdom except in circumstances falling within Article 1(4) of the EU
Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation which do
not result in any requirement for the publication of a prospectus pursuant to
Article 3 of the EU Prospectus Regulation or Article 3 of the UK Prospectus
Regulation;
21. it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of FSMA) relating to the Placing Shares in circumstances in which it is
permitted to do so pursuant to section 21 of FSMA and agrees that this
Announcement has not been approved by either of Cavendish or Allenby in its
capacity as an authorised person under section 21 of FSMA and it may not
therefore be subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
22. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving, the United Kingdom;
23. it has complied with its obligations: (i) under the CJA
and UK MAR; and (ii) in connection with the laws of all relevant
jurisdictions which apply to it and it has complied, and will fully comply,
with all such laws (including where applicable, the Criminal Justice Act 1988,
the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017) and that it is
not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act 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; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations ((i), (ii), (a)
and (b), together, the "Regulations") and rules and guidance on anti-money
laundering produced by the FCA and, if it is 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 is permitted to subscribe for Placing Shares in accordance with the laws of
all relevant jurisdictions which apply to it and it has complied, and will
fully comply, with all such laws (including where applicable, the
Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006, the
Counter-Terrorism Act 2008, the Proceeds of Crime Act 2002 (as amended) and
the Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017);
24. if in the United Kingdom, (a) it is a person having
professional experience in matters relating to investments who falls within
the definition of "investment professionals" in Article 19(5) of the Order, or
(b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations etc.") of the Order and (c) it is a UK
Qualified Investor and (d) it is a person to whom this Announcement may
otherwise lawfully be communicated;
25. in the case of a Relevant Person in a member state of
the EEA who acquires any Placing Shares pursuant to the Placing, it is an EU
Qualified Investor;
26. its participation in the Placing would not give rise to
an offer being required to be made by it or any person with whom it is acting
in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
27. it (and any person acting on its behalf) has the funds
to pay for the Placing Shares for which it has agreed to subscribe and it will
pay for the Placing Shares acquired by it in accordance with this Announcement
and with any contract note or trade confirmation sent to it by Cavendish or
Allenby (or on their behalf) in respect of its allocation of Placing Shares
and its participation in the Placing on the due time and date set out herein
against delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as Cavendish or
Allenby may, in their absolute discretion, determine 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;
28. none of Cavendish, nor any Cavendish Affiliate, Allenby,
nor any Allenby Affiliate nor any person acting on their behalf is making any
recommendations to it or advising it regarding the suitability or merits of
any transaction it may enter into in connection with the Placing, and
acknowledges that none of Cavendish, nor any Cavendish Affiliate, Allenby, nor
any Allenby Affiliate nor any person acting on their behalf has any duties or
responsibilities to it for providing advice in relation to the Placing or in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement or for the exercise or performance of any
of Cavendish's or Allenby's rights and obligations thereunder, including any
right to waive or vary any condition or exercise any termination right
contained therein;
29. (i) the person whom it specifies for registration as
holder of the Placing Shares will be (a) the Placee or (b) the Placee's
nominee, as the case may be, (ii) none of Cavendish, Allenby nor the Company
will be responsible for any liability to stamp duty or stamp duty reserve tax
or other similar taxes or duties imposed in any jurisdiction (including
interest and penalties relating thereto) resulting from a failure to observe
this requirement and (iii) the Placee and any person acting on its behalf
agrees to acquire the Placing Shares on the basis that the Placing Shares will
be allotted to the CREST stock account of Cavendish which will hold them as
settlement agent and as nominee for the Placee until settlement in accordance
with its standing settlement instructions with payment for the Placing Shares
being made simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
30. it irrevocably appoints any director of either Cavendish
or Allenby as its agent for the purposes 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 agreed to be
taken up by it under the Placing;
31. it is not a resident of any Restricted Jurisdiction and
acknowledges that the Placing Shares have not been and will not be registered
nor will a prospectus be cleared in respect of the Placing Shares under the
securities legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced, delivered or
transferred, directly or indirectly, within any Restricted Jurisdiction;
32. any person who confirms to Cavendish or Allenby on
behalf of a Placee an agreement to subscribe for Placing Shares and/or who
authorises Cavendish or Allenby to notify the Placee's name to the Company's
registrars, has authority to do so on behalf of the Placee;
33. the agreement to settle each Placee's subscription for
Placing Shares (and/or the subscription of a person for whom it is contracting
as agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to an acquisition by it and/or such person direct
from the Company of the Placing Shares in question. Such agreement assumes
that the Placing Shares are not being acquired in connection with arrangements
to issue depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the settlement
related to other dealings in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which none of the Company, Allenby nor
Cavendish will be responsible. If this is the case, the Placee should take its
own advice and notify Cavendish and Allenby accordingly;
34. 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 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;
35. when a Placee or any person acting on behalf of the
Placee is dealing with Cavendish or Allenby, any money held in an account with
Cavendish or Allenby 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. The 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 in accordance
with those client money rules and will be used by Cavendish or Allenby (as the
case may be) in the course of its business; and the Placee will rank only as a
general creditor of Cavendish or Allenby (as the case may be);
36. in order to ensure compliance with the Criminal Justice
Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act
2001, the Proceeds of Crime Act 2002 (as amended) the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 and, to the
extent applicable, any related or similar rules or regulations of any body
having jurisdiction in respect thereof and the Money Laundering Sourcebook of
the FCA, Cavendish, Allenby (in each case for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to Cavendish,
Allenby or the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be retained at
Cavendish's or Allenby's absolute discretion (as the case may be) or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Cavendish's, Allenby'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, Cavendish or Allenby (in each case, for itself and
as agent on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, Cavendish, Allenby and/or the Company
may, at its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the drawee's bank
from which they were originally debited;
37. the Company, Cavendish, Allenby and others will rely
upon the truth and accuracy of the foregoing representations, warranties,
agreements, undertakings and acknowledgements;
38. the basis of allocation will be determined by Cavendish,
Allenby and the Company at their absolute discretion and that the right is
reserved to reject in whole or in part and/or to scale back any participation
in the Placing;
39. 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;
40. it irrevocably authorises the Company, Allenby and
Cavendish to produce this Announcement pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
41. its commitment to subscribe for Placing Shares on the
terms set out herein will continue notwithstanding any amendment that may in
future be made to the terms 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 conduct of the Placing;
42. time is of the essence as regards its obligations under
this Appendix I;
43. 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 or Allenby (as the case may be);
44. it will be bound by the terms of the Company's articles
of association;
45. these terms and conditions in this Appendix I and all
documents into which this Appendix I 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 shares pursuant to the
Placing and/or any non-contractual obligations arising out of or in connection
with any such agreements will be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the courts of England and Wales in relation to any claim,
dispute or matter arising out of any such agreement or obligation, 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, Allenby 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;
46. it is acting as principal only in respect of the Placing
or, if it is acquiring the Placing Shares as a fiduciary or agent for one or
more investor accounts, it is duly authorised to do so and it has full power
and authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf of each
such account; and
47. its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances.
The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company, Allenby and Cavendish (for
their own benefit and, where relevant, the benefit of any Cavendish Affiliate,
Allenby Affiliate and/or Hardide Affiliate and any person acting on their
behalf) and are irrevocable.
No claim shall be made against the Company, Cavendish, any Cavendish
Affiliate, Allenby, any Allenby Affiliates, any Hardide Affiliate or any other
person acting on behalf of any of such persons by a Placee (or any other
person whether acting on behalf of a Placee or otherwise) to recover any
damage, cost, loss, charge or expense which it may suffer or incur by reason
of or arising from or in connection with the performance of its obligations
hereunder or otherwise howsoever in connection with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which none of the Company, Allenby nor
Cavendish will be responsible and the Placee to whom (or on behalf 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 stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on
an after-tax basis and to hold harmless the Company, Allenby and Cavendish in
the event that any of the Company or any Hardide Affiliate or Cavendish or
any Cavendish Affiliate or Allenby or any Allenby Affiliate has incurred any
such liability to stamp duty or stamp duty reserve tax.
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 UK 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.
All times and dates in this Announcement may be subject to amendment.
Cavendish and Allenby shall notify Placees and any person acting on behalf
of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither Cavendish nor Allenby owes any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
Cavendish, which is authorised and regulated in the United Kingdom by the FCA,
is acting for the Company and for no one else in connection with the Placing
and will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or Admission and will not
be responsible to anyone other than the Company for providing the protections
afforded to clients of Cavendish or for affording advice in relation to the
Placing or Admission, or any other matters referred to herein.
Allenby, which is authorised and regulated in the United Kingdom by the FCA,
is acting for the Company and for no one else in connection with the Placing
and will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or Admission and will not
be responsible to anyone other than the Company for providing the protections
afforded to clients of Allenby or for affording advice in relation to the
Placing or Admission, or any other matters referred to herein.
Each Placee and any person acting on behalf of a Placee acknowledges and
agrees that Cavendish or any Cavendish Affiliate and Allenby or any Allenby
Affiliate may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
The rights and remedies of Cavendish, Allenby and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to Cavendish and/or
Allenby and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned; and
3. such other "know your client" information as
Cavendish and/or Allenby may reasonably request.
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 not a guide to future performance, and persons
needing advice should consult an independent financial adviser.
Appendix II
DEFINITIONS
The following definitions (and each of those other expressions which are
defined elsewhere herein) apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the Placing Shares and the Subscription Shares to trading on AIM
becoming effective in accordance with the AIM Rules;
"AIM" AIM, the market of that name operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies, incorporating guidance notes, published and
amended from time to time by the London Stock Exchange;
"AIM Rules for Nominated Advisers" the AIM Rules for Nominated Advisers published by the London Stock Exchange as
amended from time to time;
"Allenby" Allenby Capital Limited;
"Announcement" this announcement including, but not limited to, Appendix I, this Appendix II
and the other information contained therein;
"Board" the board of directors of the Company;
"Bookbuild" the accelerated book building process to be undertaken by Cavendish and
Allenby in order to determine demand for participation in the Placing;
"Cavendish" Cavendish Capital Markets Limited;
"Company" or "Hardide" Hardide plc;
"CREST" or "CREST system" 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 (SI 2001/3755);
"EEA" the European Economic Area;
"EU" the European Union;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the 58,901,959 Ordinary Shares in issue at the date of this Announcement,
being the entire issued share capital of the Company prior to completion of
the Fundraising;
"FCA" the Financial Conduct Authority of the United Kingdom or any successor body or
bodies carrying out the functions currently carried out by the Financial
Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000 (as may be amended from time to
time);
"Fundraising Shares" together, the Placing Shares and the Subscription Shares;
"Issue Price" the fixed price payable per Fundraising Share, being 4.5 pence;
"JerseyCo" Project Harrier Ltd, a Jersey incorporated company (registered number:
153098);
"London Stock Exchange" London Stock Exchange plc;
"Nominated Adviser" has the meaning given to the expression "nominated adviser" in the AIM Rules;
"Ordinary Share" ordinary shares of £0.04 each in the capital of the Company;
"Option Agreement" the option agreement entered into on or around the date hereof between the
Company, JerseyCo and Cavendish;
"Placee" a person who is invited to and chooses to participate in the Placing by making
or accepting an offer to subscribe for Placing Shares;
"Placing" the placing of the Placing Shares at the Issue Price by Cavendish and Allenby
pursuant to the terms of the Placing Agreement;
"Placing Agreement" the agreement dated 21 February 2024 entered into between Cavendish, Allenby
and the Company;
"Placing Shares" the number of new Ordinary Shares that the Company will allot pursuant to the
Placing, as shall be determined by the Company in consultation with Cavendish
and Allenby;
"Regulatory Information Service" or "RIS" has the meaning given in the AIM Rules;
"Restricted Jurisdictions" the United States of America, Canada, Australia, New Zealand, Japan, the
Republic of South Africa or any other jurisdiction in which the release,
publication or distribution of this Announcement and/or an offer to sell or
issue or a solicitation of an offer to buy or subscribe for Placing Shares is
or would be unlawful;
"Shareholders" the holders of Ordinary Shares at the relevant time;
"Subscription and Transfer Agreement" the subscription and transfer agreement entered into on or around the date
hereof between JerseyCo, the Company and Cavendish;
"Subscription" the conditional subscription by certain directors of the Company and others of
the Subscription Shares at the Issue Price;
"Subscription Shares" the number of new Ordinary Shares that the Company will allot pursuant to the
Subscription;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof; and
"US Securities Act" the United States Securities Act of 1933, as amended.
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