REG - Harland & Wolff - Placing and PrimaryBid Offer
22/11/2021 17:45
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RNS Number : 1838T Harland & Wolff Group Holdings PLC 22 November 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA),
CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes of the UK
version of Article 7 of Regulation (EU) 596/2014 ("MAR"). In addition,
market soundings (as defined in MAR) were taken in respect of the Placing with
the result that certain persons became aware of inside information (as defined
in MAR), as permitted by MAR. This inside information is set out in this
announcement. Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.
22 November 2021
Harland & Wolff Group Holdings plc
("Harland & Wolff" or the "Company")
Proposed Placing to raise a minimum of £6.0 million by way of accelerated
bookbuild
Proposed PrimaryBid Offer to raise up to an additional £1.5 million
&
Notice of General Meeting
Harland & Wolff Group Holdings plc (AIM: HARL), the UK quoted company
focused on strategic infrastructure projects and physical asset lifecycle
management, announces its intention to raise an expected minimum of £6.0
million (before expenses) by way of a placing of a minimum of 30,000,000 new
Ordinary Shares at a price of 20 pence per share to existing and new
investors (the "Placing"), as well as a PrimaryBid Offer of up to £1.5
million at a price of 20 pence per share. The Placing is being undertaken
via an accelerated bookbuild and the result of the Placing and the PrimaryBid
Offer are expected to be announced on or around 23 November 2021.
The Placing is being conducted in two tranches. The First Placing will utilise
the Company's existing authorities to allot shares and disapply pre-emption
rights granted at the general meeting held on 24 May 2021, whilst the Second
Placing and PrimaryBid Offer will be subject to the approval of Shareholders
to allot the Second Placing Shares and the PrimaryBid Offer Shares at the
General Meeting. A circular (the "Circular") containing further details of the
Fundraising and the General Meeting to be held on 10 December 2021 is being
posted to Shareholders on or around 24 November 2021 and will be available to
view on the Company's website.
Capitalised terms not otherwise defined in the text of this Announcement have
the meaning given to them in the section headed "Definitions" below.
Transaction Highlights:
o Placing to raise an expected minimum of £6.0 million (before
expenses) in two tranches, the First Placing of approximately £3.9 million
and the Second Placing of an expected minimum of approximately £2.1million.
o PrimaryBid Offer of up to 7,500,000 Ordinary Shares at the Issue
Price to raise up to £1.5 million (before expenses).
o The net proceeds from the Fundraising will be used to facilitate
delivery of existing and expected contracts and secure further higher value
contracts in the Company's pipeline, as well as to:
§ satisfy the performance bonds for expected near term contracts;
§ provide for further capital expenditure across the Group; and
§ additional working capital to support enlarged business activities.
John Wood, Group CEO of Harland & Wolff comments:
"With the world having gone through a tumultuous 2021 and gradually emerging
out of the Covid-19 pandemic, we are bullish about Harland & Wolff's
future growth trajectory. The investment of time, resources and capital into
our four sites over the last 18 months has provided us with a strong
launch-pad for high growth in 2022 and beyond. All our sites are now fully
operational and bringing in revenues. As we move into an anticipated
annualised cash breakeven position towards the end of 2021, there is now a
clear path to profitability in 2022. Furthermore, a cash generative position
would facilitate securing corporate debt to supplement our working capital
requirements and support growth in the business. Finally, I wish to thank all
our shareholders who have been supporting us through this journey and warmly
welcome our new institutional investors who will be joining the Harland
family."
For further information, please visit www.harland-wolff.com or contact:
Harland & Wolff Group Holdings plc +44 (0)20 3900 2122
John Wood, Chief Executive Officer investor@harland-wolff.com (mailto:investor@harland-wolff.com)
Seena Shah, Head of Marketing & Communications media@harland-wolff.com (mailto:media@harland-wolff.com)
Cenkos Securities plc (Nominated Adviser & Broker) +44 (0)20 7397 8900
Stephen Keys / Callum Davidson / Dan Hodkinson (Corporate Finance)
Michael Johnson (Sales)
INTRODUCTION
The Company announces a conditional placing to raise an expected minimum of
£6.0 million (before expenses) by way of the issue of an expected minimum of
30,000,000 Placing Shares in two tranches at the Issue Price. The Placing will
be conducted by way of an accelerated bookbuild process which will be launched
immediately following this Announcement, in accordance with the terms and
conditions set out in the Appendix to this Announcement. The bookbuild is
expected to close on 23 November 2021. A further announcement will be made in
due course, confirming the final quantum and number of shares to be raised
pursuant to the Placing once the bookbuild is closed. Cenkos is acting as sole
bookrunner in connection with the Placing.
In addition to the Placing, in order to provide other existing and new
potential retail Shareholders with an opportunity to participate in the
Fundraising, the Company will shortly launch the PrimaryBid Offer, which
allows certain investors to participate in the Fundraising by subscribing for
new Ordinary Shares via PrimaryBid.com. A further announcement in relation to
the PrimaryBid Offer will be made very shortly.
The Second Placing and the PrimaryBid Offer are conditional, inter alia, upon
the Shareholders approving the Resolution numbered 1 on the Notice of Meeting
at the General Meeting. Accordingly, the Company gives notice of the General
Meeting to be held at 11.00 a.m. on 10 December 2021 at the offices of
Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT, at which the
Resolutions will be proposed.
The purpose of this Announcement and the
Circular is, amongst other things, to explain the background to and reasons for the
Fundraising and to explain why the Board believes that it will promote the growth and
success of the Company for the benefit of the Shareholders as a whole, and to seek Shareholder approval
for the passing of the Resolutions at the General Meeting.
BACKGROUND TO AND REASONS FOR THE PLACING AND PRIMARYBID OFFER
Harland & Wolff Group Holdings plc is an AIM quoted infrastructure
operator engaged in the development and operation of strategic maritime assets
across the United Kingdom. Its primary activities include the operation of UK
based shipyards under the Harland & Wolff brand: ship repair, ship
conversion, internal projects, offshore, fabrication (vessels and blocks) and
recycling, across defence, cruise & ferry, energy, commercial shipping and
the renewables sectors. Having acquired four strategic infrastructure sites
across the UK, with facilities in Belfast, Appledore, Methil & Arnish, the
Group possesses a large fabrication footprint across 256 acres, capable of
servicing a variety of contracts across its five markets of operation. The
Directors believe that Harland & Wolff is now ideally positioned to become
one of the leading operators of strategic shipyards and fabrication facilities
in Europe.
In addition to these sites operating under the Harland & Wolff brand, the
Company also has an investment in its subsidiary, Islandmagee Energy Limited
("Islandmagee Energy"), which owns a salt cavern gas storage project with the
potential for, subject to development and regulatory approval, hydrogen
storage. The Company attributes significant value potential from its strategic
stake in Islandmagee Energy, and the recently announced issuance of the full
marine licence opens up the opportunity for the Company to actively engage
with a number of institutions to invest at the project level and raise the
necessary funds for the build of the project. Demand for hydrogen storage is
growing and accordingly, so is interest in the project, which is viewed as a
means of assisting the transition from natural gas to hydrogen in order to
meet the UK's net zero ambitions. The Company has taken preliminary and
informal market soundings on the basis of which management estimates the value
of the Company's stake in the project to be between £35 million and £50
million.
Over the past two years, the Company has increased revenues from zero in 2019
to a targeted £30 million for the 17-month period ending 31 December 2021*,
bolstered by the Phase 1 of its contract won earlier this year with Saipem UK
Limited ("Saipem"), a renewable energy project, won earlier this year, as well
as other smaller contracts. Based on current works and near term pipeline,
management believe that the Group will be cashflow break even by end 2021 and
EBITDA positive in 2022.
The Company's current order-book, which represents total value of agreed
contracts underway or to be completed, has grown from zero in 2019 to £28
million currently and is projected by management to rise to £90 million
during 2022, meaning that the Directors are confident that the Company will
achieve revenue of £70-£75 million in financial year 2022. The Company
intends to keep this momentum building and to convert key renewables, defence
and commercial fabrication contracts in the coming months and years. The
Company operates in a multi-billion pound market and management have
identified total revenue opportunities over the next five years of up to
£1.49 billion. When applying the Company's recent win ratio, together with
the invitations to tender already received, management believes that
approximately £800 million of contracts could be secured by 2026** and the
Company is targeting annual turnover of £250m turnover within five years.
*17-month period reflects previously announced change in accounting reference
date.
**estimates are management's assumptions based on an industry used weighted
pipeline model. These figures are not intended to represent a financial
forecast.
In May 2021, the Company completed an equity financing, the net proceeds of
which were used, inter-alia, to provide a performance bond for the first phase
of the Company's major jacket fabrication contract with Saipem, worth £26.5
million, as well as provide necessary capital expenditure for key site
improvements and ongoing working capital. Over the past few months, the
Company has invested in its sites in preparation to carry out existing and
anticipated future contracts. A total of £10 million has been deployed in
capital expenditure since 2019 across the Group, materially increasing the
asset values across the sites to an estimated £22 million. The Company is
accelerating works on the Saipem project with a view to completing fabrication
of the eight jackets by April of 2022 at the Company's Methil site. On other
sites, the Company also recently announced that it had been awarded a contract
for the fabrication of four suction piles at Arnish. Whilst this contract is
smaller the Board believes that this key win validates the Company's strategy
of mobilising its Arnish facility into a state of operational preparedness for
the wider renewables sector in the UK. Furthermore, at H&W's Belfast
Repair Dock, the Company expects to welcome six vessels for repair during
December 2021 and its order book is increasing for ferry works into 2022.
On 11 November 2021, the Company announced its first fabrication contract win
for Harland & Wolff's Appledore Shipyard. The contract, worth in excess
of £2 million is for the for the fabrication of a steel pontoon, which is set
to replace the existing Royal National Lifeboat Institution ("RNLI") Tower
Lifeboat Station based under Waterloo Bridge on the north bank of the Thames.
Steel has been ordered for the recently announced barge and execution under
the contract has begun earlier than scheduled.
The Company also recently announced an MoU between H&W, Navantia and
Windar. This MoU is expected to be converted into a formal joint venture
shortly with the consortium bidding for large fixed and floating wind projects
in the UK and Europe. Significant growth is expected in the floating wind
turbine market, which requires large scale fabrication capacity and much
larger load out capacities in contrast to fixed wind structures. The Directors
believe that the consortium is well placed to successfully bid for these large
projects, given the depth of experience that each partner carries and the
fabrication / loadout capacity that H&W possesses across four
sites.
Alongside implementing site improvements and carrying out works on Saipem
(phase 1) and other existing contracts, management are progressing
negotiations on its near-term contract pipeline and continuing to identify
longer term revenue opportunities.
Within the defence sector, as recently announced by the Company, H&W is
currently building its defence pipeline of projects with a number of bids due
to be evaluated and submitted over the course of Q4'21 and Q1'22. Currently,
the Company is focussed on the FSS Programme which is in the Commercial
Procurement Phase that is expected to last for another eight months. The
Company is actively engaged with the Ministry of Defence (MoD) on a number of
programmes along with the Company's joint venture partner, Navantia. The
combined offering of H&W's physical capacity and capability as well as
Navantia's deep expertise within defence related ship-building has been
welcomed by the MoD, as they seek to encourage new entrants into this market.
As widely reported, the HMS Quorn (M55 Minehunter) is currently in a
competitive tendering process for a complete refurbishment package prior to
its sale to the Lithuanian Navy. Amongst other bidders, the Harland &
Wolff-Navantia consortium is bidding to win this contract. The Company has
also submitted its bid to welcome the Queen Elizabeth Class Carriers (QEC)
over a 10-year period commencing 2023 onwards. The Company believes that it is
in a strong position with the MoD given its dock size, capacity and
capabilities to service these aircraft carriers. The Company expects an award
decision on the QEC in Q1'22. Finally, the Company is actively involved in
advanced negotiations with other prime contractors to pick up sub-contract
work for ongoing defence programmes. The Company has successfully cleared
technical, physical and commercial due diligence and is now in the process of
negotiating scopes of works in a series of sub-contracts, announcements of
which will be made as and when these sub-contracts are formally executed.
Furthermore, within the renewables space, the Company is shortly expecting to
submit a formal response to an Invitation To Tender for the fabrication of
another eight jackets in connection with an ongoing offshore wind farm
project, with the client having a call option for a further eight to be
fabricated.
Given the progress that Harland & Wolff has made, the Company is now in a
position to have access to debt and has received term sheets for facilities in
the range of £30 million to £75 million, which are currently under
negotiation. Whilst the level of coupon expected would initially be in the
mid-teens, the coupon would be expected to reduce by approximately half as the
Company becomes cashflow positive, which the directors expect to occur in the
first quarter of 2022. The Company will continue to negotiate for more
favourable terms and it is pleasing to note that these facilities could be
entered into at short notice.
Use of Proceeds
The net proceeds from the Placing, expected to be a minimum of approximately
£5.6 million, will be used as follows:
· A minimum of £1.4 million for the recruitment of
additional technical expertise across the Group, which would be required in
order to deliver the expected existing and new contract wins detailed above,
and other higher value contracts in the Company's pipeline. Specifically, the
Group is seeking to recruit naval architects, design engineers, procurement
experts, bid managers and writers. The Company is also seeking to appoint a
head of commercial operations. The Directors believe that the addition of
these personnel will increase the Group's ability to secure and execute
contracts;
· A minimum of £1.4 million to provide necessary
performance bonds for expected near term contracts;
· A minimum of £0.7 for further capital
expenditure across the Group; and
· A minimum of £2.1 million for ongoing working
capital.
Any proceeds raised from the PrimaryBid Offer will be used for further capital
expenditure and working capital to facilitate execution of the Company's
pipeline of contract opportunities.
DETAILS OF THE PLACING AND THE PLACING AGREEMENT
On 22 November 2021, the Company entered into a Placing Agreement with
Cenkos under which Cenkos has agreed to use its reasonable endeavours to
procure Placees for the Placing Shares at the Issue Price. The Placing has not
been underwritten.
The Issue Price represents a discount of approximately 27.9 per cent. to the
closing mid-market price on AIM of 27.75 pence per Ordinary Share on 19
November 2021, being the last dealing day prior to the announcement of the
Placing and PrimaryBid Offer.
The Placing is being conducted in two tranches. The First Placing will utilise
the Company's existing
authorities to allot shares and for the disapplication of pre-emption rights granted at the general meeting
held on 24 May 2021,
whilst the Second Placing will be subject to the approval of Shareholders to allot the Second Placing Shares
and to disapply pre-emption rights in respect of such allotment at the General Meeting.
The first tranche of the Placing is expected to raise a total of approximately
£3.9 million (before expenses) by the issue of 19,403,667 new Ordinary Shares
(being the First Placing Shares) at the Issue Price. The First Placing is
conditional upon, inter alia, First Admission becoming effective at 8.00 a.m.
on 26 November 2021 (or such later date as the Company and Cenkos may agree,
being not later than 8.00 a.m. on 31 December 2021). The First Placing is not
conditional on completion of the Second Placing occurring so there is a
possibility that the First Placing may complete and the First Placing Shares
are issued but that the Second Placing does not complete.
The second tranche of the Placing is expected to raise a minimum of
approximately £2.1 million (before expenses) by the issue of a minimum of
10,596,333 new Ordinary Shares (being the Second Placing Shares) at the Issue
Price. The Second Placing is conditional upon, inter alia, First Admission
becoming effective. In addition, the Second Placing is conditional, inter
alia, on Second Admission becoming effective at 8.00 a.m. on 13 December 2021
(or such later date as the Company and Cenkos may agree, being not later than
8.00 a.m. on 31 December 2021).
The Issue Price was determined having regard to market conditions at the time
the Placing Agreement was entered into. The closing mid-market price on AIM on
the trading day prior to the entry into the Placing Agreement was 27.75 pence
and the Issue Price represents a 27.9 per cent. discount to this.
The Placing Agreement contains, inter alia, customary undertakings and warranties given by the Company
in favour of Cenkos as to the accuracy of information contained in this Announcement and other matters relating
to the Company. Cenkos may terminate the Placing Agreement in specified
circumstances prior to
Admission, including, inter alia, for material breach of the Placing Agreement by the Company or of any
other warranties contained in it and in the event of a force majeure event occurring.
The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with the
Existing Ordinary Shares, including the right to receive dividends and other distributions declared on or after
the date on which they are issued.
It is expected that CREST accounts will be credited on the relevant day of
Admission and that share certificates (where applicable) will be dispatched
within 10 Business Days of each Admission.
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. It is anticipated that First Admission will
become effective and that dealings in the First Placing Shares will commence
at 8.00 a.m. on 26 November 2021 and that Second Admission will become
effective and dealings in the Second Placing Shares and PrimaryBid Shares will
commence at 8.00 a.m. on 13 December 2021.
DETAILS OF THE PRIMARYBID OFFER
Under the PrimaryBid Offer, the Company is seeking to raise up to £1.5 million (before expenses) through the issue of up to 7,500,000 new Ordinary Shares at the Issue Price. The PrimaryBid Offer has not been underwritten.
The PrimaryBid Offer will allow investors to participate in the Fundraising by subscribing via PrimaryBid.com
The PrimaryBid Offer remains conditional on the Second Placing being or
becoming wholly unconditional.
Application will be made for the PrimaryBid Shares to be admitted to trading
on AIM and it is anticipated that dealings in the PrimaryBid Shares will
commence at 8.00 a.m. on 13 December 2021. The PrimaryBid Shares will be free
of all liens, charges and encumbrances and will, when issued and fully paid,
rank pari passu, in all respects with the Existing Ordinary Shares including
the right to receive dividends and other distributions declared following
Second Admission.
The PrimaryBid Offer will be closed on 23 November 2021 although may close
earlier if it is oversubscribed.
The Company is relying on an available exemption against the need to publish a
prospectus approved by the FCA.
A further announcement will be made shortly by the Company regarding further
details of the PrimaryBid Offer and how investors may participate.
Investors should make their own investigations into the merits of an
investment in the Company.
It should be noted that a subscription for PrimaryBid Shares and investment in
the Company carries a number of risks. Investors should consider the risk
factors set out on PrimaryBid.com before making a decision to subscribe for
PrimaryBid Shares. Investors should take independent advice from a person
experienced in advising on investments in securities such as the PrimaryBid
Shares if they are in any doubt.
GENERAL MEETING AND THE RESOLUTIONS
Set out at the end of the Circular, expected to be published on or
around 24 November 2021, will be
a notice convening a General Meeting of the Company to be held
at 11.00 a.m. on 10 December 2021 at the offices of Fieldfisher LLP,
Riverbank House, 2 Swan Lane, London EC4R 3TT
at which the Resolutions will be put to the Company's Shareholders. In
particular, the Resolutions to be proposed at the General Meeting will be as follows:
Resolution 1 - Authority to allot the Second Placing Shares and the PrimaryBid Shares and disapplication
of pre-emption rights
Resolution 1 will be proposed as a special resolution of the Company. The Directors will be seeking authority
in accordance with section 551 of the Act to allot the
New Shares (being the maximum required
for the purposes of issuing the Second Placing Shares and the PrimaryBid
Shares) and for such shares to be allotted on a non-pre-emptive basis in
accordance with section 571 of the Act.
Resolution 2 - Directors' authority to allot shares
Resolution 2 will be
an ordinary resolution authorising the Directors to allot relevant securities, in addition to the
Second Placing Shares and the PrimaryBid Shares. If granted, Resolution 2
provides sufficient authority following the Placing and the PrimaryBid Offer
to allot additional Ordinary Shares. The Resolution will be specifically
proposed to enable the Directors to have the flexibility to
grow the Company in an appropriate manner.
Resolution 3 - Disapplication of pre-emption rights
Resolution 3 will be a special resolution to renew the Directors' powers to
allot shares for cash without first offering them to existing shareholders,
pro-rata to their existing holdings.
The Directors consider that it is in the interests of the Company, in
certain circumstances, for the Directors to have a limited ability to allot shares for cash without having first
to offer them to existing shareholders.
The authorities to be sought pursuant to Resolutions 2 and 3 will be
consistent with the levels approved at the general meeting of the Company in
May 2021 and are expected to expire on the earlier of the date falling 15
months from the date of the passing of such resolution and the annual general
meeting of the Company to be held in 2022 (unless renewed, varied or revoked
by the Company prior to or on that date). The Directors consider that it is
prudent and desirable that the Company be granted these authorities.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
PRINCIPAL EVENT 2021
Announcement of the Fundraising 22 November
Announcement of the Result of the of the Placing and the PrimaryBid Offer 23 November
Date of publication of the Circular 24 November
First Admission effective and dealings in the First Placing Shares expected to 8.00 a.m. on 26 November
commence on AIM
CREST accounts credited in respect of the First Placing Shares to be held in 26 November
uncertificated form (subject to First Admission)
Where applicable, expected date for dispatch of definitive share certificates Within 10 Business Days following First Admission
for First Placing Shares to be held in certificated form
Latest time and date for CREST proxy appointment or receipt of forms of proxy 11.00 a.m. 8 December
General Meeting 11.00 a.m. on 10 December
Second Admission effective and dealings in the Second Placing Shares and 8.00 a.m. on 13 December
PrimaryBid Shares expected to commence on AIM
CREST accounts to be credited for Second Placing Shares and PrimaryBid Shares 13 December
to be held in uncertificated form (subject to Second Admission)
Where applicable, expected date for dispatch of definitive share Within 10 Business Days following Second Admission
certificates for Second Placing Shares and PrimaryBid Shares to be held in
certificated form
DEFINITIONS
In this Announcement, the following expressions shall have the following meanings, unless the context otherwise
requires:
"Act" the Companies Act 2006 (as amended)
"Admission" in respect of the New Shares means First Admission and/or Second Admission (as
the context requires)
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies as published and amended from time to time by the
London Stock Exchange
"Articles" the articles of association of the Company (as amended from time to time)
"Board" or "Directors" the directors of the Company
"Business Days" any day on which banks in London are open for business (excluding Saturdays,
Sundays and public holidays)
"Cenkos" or "Nominated Adviser" or "Broker" Cenkos Securities plc, as the Company's nominated adviser and broker
"certificated" or "in certificated form" where an Ordinary Share is not in uncertificated form (i.e. not in CREST)
"Company" or "Harland & Wolff" or "H&W" Harland and Wolff Group Holdings plc, a company incorporated in England and
Wales with company number 06409712 whose registered office is at Riverbank
House, 2 Swan Lane, London EC4R 3TT
"CREST" the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear UK & International
Limited in accordance with the CREST Regulations
"Existing Ordinary Shares" the 121,690,349 Ordinary Shares in issue as at the date of the Circular
"FCA" the Financial Conduct Authority of the United Kingdom
"First Admission" admission of the First Placing Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules which is expected to take place at
8.00 a.m. on 26 November 2021
"First Placing" the placing by Cenkos on behalf of the Company of the First Placing Shares at
the Issue Price pursuant to the terms of the Placing Agreement
"First Placing Shares" up to 19,403,667 new Ordinary Shares which may be conditionally placed by
Cenkos with Placees pursuant to the First Placing
"Fundraising" together, the Placing and the PrimaryBid Offer
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"FSS Programme" the UK Ministry of Defence's Fleet Solid Support Programme
"General Meeting" or "GM" the general meeting of the Company to be convened for 11.00 a.m. on 10
December 2021 notice of which will be set out at the end of the Circular
"Group" the Company and its subsidiaries from time to time
"Issue Price" 20 pence per New Share
"London Stock Exchange" London Stock Exchange plc
"New Shares" the Placing Shares and the PrimaryBid Shares
"Notice of Meeting" the notice convening the General Meeting which will be set out at the end of
the Circular
"Ordinary Shares" ordinary shares of 1 penny each in the Company
"Placees" those persons who conditionally agree to subscribe for Placing Shares
"Placing" together, the First Placing and the Second Placing
"Placing Agreement" the conditional agreement dated 22 November 2021 between the Company and
Cenkos relating to the Placing
"Placing Shares" the First Placing Shares and/or the Second Placing Shares (as the context
requires)
"PrimaryBid" PrimaryBid Limited, a company incorporated in England and Wales with
registered number 08092575 and having its registered office at 21 Albermarle
Street, London, W1S 4BS
"PrimaryBid Offer" the placing by the Company of the PrimaryBid Shares with PrimaryBid's UK
retail clients at the Issue Price
"PrimaryBid Shares" up to 7,500,000 new Ordinary Shares to be issued by the Company and subscribed
for pursuant to the PrimaryBid Offer
"Resolutions" the resolutions to be set out in the Notice of Meeting
"Second Admission" admission of the Second Placing Shares and the PrimaryBid Shares to trading on
AIM becoming effective in accordance with Rule 6 of the AIM Rules which is
expected to take place at 8.00 a.m. on 13 December 2021
"Second Placing" the placing by Cenkos on behalf of the Company of the Second Placing Shares at
the Issue Price pursuant to the terms of the Placing Agreement
"Second Placing Shares" the new Ordinary Shares which have may be conditionally placed by Cenkos with
Placees pursuant to the Second Placing, expected to be a minimum of 10,596,333
new Ordinary Shares
"Securities Act" the U.S. Securities Act of 1933, as amended
"Shareholders" holders of Existing Ordinary Shares
"United Kingdom' or "UK' the United Kingdom of Great Britain and Northern Ireland
"£" UK pounds sterling, being the lawful currency of the United Kingdom
Important Notices
This Announcement is not an offer to sell or a solicitation of any offer to
buy the Placing Shares in the United States, Australia, Canada, New Zealand or
the Republic of South Africa, Japan, or in any other jurisdiction where such
offer or sale would be unlawful.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
This communication is only addressed to, and directed at, persons in member
states of the European Economic Area who are "qualified investors" within the
meaning of Article 2(e) of the Prospectus Regulation ("Qualified
Investors"). For the purposes of this provision, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129. In the United Kingdom, this
communication is being distributed only to, and is directed only at,
"qualified investors" (as defined in the UK version of the Prospectus
Regulation, which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 (as amended from time to time)): (i) who have
professional experience in matters relating to investments who fall within the
definition of "investment professional" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"), or (ii) who are high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2) of the Order, and (iii) other persons to whom it may
otherwise lawfully be communicated (all such persons together being referred
to as "relevant persons"). Any investment or investment activity to which
this communication relates is available only to and will only be engaged in
with such persons. This communication must not be acted on or relied on in any
member state of the European Economic Area who are not Qualified Investors or
in the United Kingdom by persons who are not relevant persons.
The merits or suitability of any securities must be independently determined
by the recipient on the basis of its own investigation and evaluation of the
proposed investment. Any such determination should involve, among other
things, an assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.
This Announcement may not be used in making any investment decision. This
Announcement does not contain sufficient information to support an investment
decision and investors should ensure that they obtain all available relevant
information before making any investment. This Announcement does not
constitute and may not be construed as an offer to sell, or an invitation to
purchase or otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of investment
advice by any party. No information in this Announcement should be construed
as providing financial, investment or other professional advice and each
prospective investor should consult its own legal, business, tax and other
advisers in evaluating the investment opportunity. No reliance may be placed
for any purposes whatsoever on this Announcement or its completeness.
Nothing in this Announcement constitutes investment advice and any
recommendations that may be contained herein have not been based upon a
consideration of the investment objectives, financial situation or particular
needs of any specific recipient.
The information and opinions contained in this Announcement are provided as at
the date of the Announcement and are subject to change and no representation
or warranty, express or implied, is or will be made in relation to the
accuracy or completeness of the information contained herein and no
responsibility, obligation or liability or duty (whether direct or indirect,
in contract, tort or otherwise) is or will be accepted by the Company, Cenkos
or any of their respective affiliates or by any of their respective officers,
employees or agents in relation to it. No reliance may be placed for any
purpose whatsoever on the information or opinions contained in this
Announcement or on its completeness, accuracy or fairness. This Announcement
has not been approved by any competent regulatory or supervisory authority.
Potential investors should be aware that any investment in the Company is
speculative, involves a high degree of risk, and could result in the loss of
all or substantially all of their investment. Results can be positively or
negatively affected by market conditions beyond the control of the Company or
any other person. There may be other additional risks, uncertainties and
factors that could cause the results or returns generated by the Company to be
materially lower than anticipated. Past performance cannot be relied on as a
guide to future performance.
The information in this Announcement may include forward-looking statements,
which are based on the current expectations and projections about future
events and in certain cases can be identified by the use of terms such as
"may", "will", "should", "expect", "anticipate", "project", "estimate",
"intend", "continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are subject to
risks, uncertainties and assumptions about the Company, including, among other
things, the development of its business, trends in its operating industry, and
future capital expenditures and acquisitions. In light of these risks,
uncertainties and assumptions, the events in the forward-looking statements
may not occur.
Both the Company and Cenkos and their respective affiliates and their
respective officers, employees and agents expressly disclaim any and all
liability which may be based on this Announcement and any errors therein or
omissions therefrom.
No representation or warranty is given to the achievement or reasonableness of
future projections, management targets, estimates, prospects or returns, if
any. Any views contained herein are based on financial, economic, market and
other conditions prevailing as at the date of this Announcement. The
information contained in this Announcement will not be updated.
This Announcement does not constitute or form part of, and should not be
construed as, any offer or invitation or inducement for sale, transfer or
subscription of, or any solicitation of any offer or invitation to buy or
subscribe for or to underwrite, any share in the Company or to engage in
investment activity (as defined by the Financial Services and Markets Act
2000) in any jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with, any
contract or investment decision whatsoever, in any jurisdiction. This
Announcement does not constitute a recommendation regarding any securities.
Cenkos, which is authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser and broker to the Company and for no one else,
including any recipient of this Announcement, in connection with the Placing
and other matters referred to in this Announcement and will not be responsible
to anyone other than the Company for providing the protections afforded to
clients of Cenkos or for affording advice in relation to the Placing or any
other matter referred to in this Announcement. Cenkos has not authorised the
contents of, or any part of, this Announcement and no liability whatsoever is
accepted by Cenkos nor does it make any representation or warranty, express or
implied, for the accuracy of any information or opinions contained in this
Announcement or for the omission of any information. Cenkos expressly
disclaims all and any responsibility or liability whether arising in tort,
contract or otherwise which it might otherwise have in respect of this
Announcement. The responsibilities of Cenkos as the Company's nominated
adviser and broker under the AIM Rules and the AIM Rules for Nominated
Advisers are owed to the London Stock Exchange solely and are not owed to the
Company or to any director, shareholder or any other person in respect of such
person's decision to acquire Ordinary Shares in reliance on any part of this
Announcement or otherwise.
Information for Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local
implementing measures and/or (d) (where applicable to UK investors or UK
firms) the relevant provisions of the UK MiFID Laws (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 Product Governance Requirements) may otherwise have with
respect thereto, the Ordinary Shares have been subject to a product approval
process, which has determined that such securities are: (i) compatible with an
end target market of investors who meet the criteria of retail and
professional clients and eligible counterparties, each as defined in Directive
2014/65/EU or the UK MiFID Laws, as applicable; and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU or the UK MiFID Laws, as applicable (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in Ordinary Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Cenkos will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Directive 2014/65/EU or the UK MiFID Laws, as applicable; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the New Ordinary
Shares pursuant to the Placing and/or PrimaryBid Offer.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.
"UK MiFID Laws" (i) the Financial Services and
Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI
2017/701), The Data Reporting Services Regulations 2017 (SI 2017/699) and the
Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)
Order 2017 (SI 2017/488), and any other implementing measure which operated to
transpose EU MiFID II into UK law before 31 January 2020 (as amended and
supplemented from time to time); and
(ii) the UK version of Regulation (EU) No 600/2014 of the European Parliament,
which is part of UK law by virtue of the European Union (Withdrawal) Act 2018,
as amended and supplemented from time to time.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
THE UNITED STATES.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND THE REPUBLIC OF SOUTH AFRICA, (SUBJECT
TO CERTAIN LIMITED EXCEPTIONS) THE UNITED STATES OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE PLACING AND
ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, CENKOS
SECURITIES PLC ("CENKOS") OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS,
CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS THAT WOULD PERMIT AN OFFER OF
THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY
OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY
JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN THE UK.
PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY
THE COMPANY AND CENKOS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT (A)
PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("EU QUALIFIED
INVESTORS"), AND (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED
IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION ("UK QUALIFIED INVESTORS") WHO
ALSO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS
TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT
WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO AND
DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR THE
PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES. THE PLACING
SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR
UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF,
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, RESOLD, TRANSFERRED 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 US SECURITIES ACT. THE
PLACING SHARES HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR ANY 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 THE CONTENTS OF THIS ANNOUNCEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED
STATES.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR
SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL. 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, NEW ZEALAND 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, NEW ZEALAND, 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.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE,
"FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS
"BELIEVES", "ESTIMATES", "PLANS", "PROJECTS", "ANTICIPATES", "EXPECTS",
"INTENDS", "MAY", "WILL" OR "SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR
OTHER VARIATIONS OR COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS
INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS REGARDING THE
DIRECTORS' CURRENT INTENTIONS, BELIEFS OR EXPECTATIONS CONCERNING, AMONG OTHER
THINGS, THE COMPANY'S RESULTS OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY,
PROSPECTS, GROWTH, STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE
SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND
ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS, GROWTH STRATEGY AND
LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE ASSUMPTIONS TO BE REASONABLE
BASED UPON INFORMATION CURRENTLY AVAILABLE, THEY MAY PROVE TO BE INCORRECT.
SAVE AS REQUIRED BY LAW OR BY THE AIM RULES THE COMPANY UNDERTAKES NO
OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE
DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY AND IS AND WILL
BE THE SOLE RESPONSIBILITY OF THE COMPANY. NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO
RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY CENKOS OR ANY OF ITS
ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES,
OFFICERS OR ANY OTHER PERSON AS TO OR IN RELATION TO THE ACCURACY OR
COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL INFORMATION
MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY PLACEE, ANY PERSON ACTING ON
SUCH PLACEE'S BEHALF OR ANY OF THEIR RESPECTIVE ADVISERS, AND ANY LIABILITY
THEREFOR IS EXPRESSLY DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in, the Placing
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in this Appendix.
No commission will be paid to Placees or by Placees in respect of any Placing
Shares, unless otherwise agreed by Cenkos in writing.
Details of the Placing Agreement and the Placing Shares
Cenkos acting as broker (the "Broker") has entered into a placing ("Placing
Agreement") with the Company pursuant to which, on the terms and subject to
the conditions set out in such Placing Agreement, Cenkos, as agent for and on
behalf of the Company, has agreed to use its reasonable endeavours to
procure Placees for the Placing Shares at the Issue Price (as defined below).
The Placing is not being underwritten. The price at which the Placing Shares
are to be placed will be 20 pence per Ordinary Share (the "Issue Price"). The
final number of Placing Shares will be decided at the close of the Bookbuild.
The timing of the closing of the book and allocations are at the discretion of
the Company and the Broker. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the Bookbuild.
The Placing Shares will, when issued, be subject to the articles of
association of the Company and credited as fully paid and will rank pari
passu in all respects with the existing issued Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of the
Placing Shares.
The Placing Agreement contains certain undertakings, representations,
warranties and indemnities given by the Company for the benefit of
Cenkos. Cenkos has absolute discretion as to whether or not to bring an
action against the Company for breach of these undertakings, warranties and
indemnities.
Cenkos has the right to terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Applications for Admissions
The Placing is being conducted in two tranches (respectively the "First
Placing" and the "Second Placing"). The First Placing will utilise the
Company's existing shareholder authorities to allot and issue new Ordinary
Shares on a non-pre-emptive basis for cash. The First Placing Shares will be
allotted and issued pursuant to the Placing and are expected to be admitted to
trading on AIM on 26 November 2021 ("First Admission").
Subject to the passing of the Resolutions, the Second Placing Shares will be
allotted and issued pursuant to the Placing and are expected to be admitted to
trading on AIM on 13 December 2021 ("Second Admission").
Applications have been, or will be made to the London Stock Exchange for the
admission of the First Placing Shares the Second Placing Shares and the
PrimaryBid Offer Shares to trading on AIM (together, "Admissions").
First Admission is conditional, inter alia, upon the Placing Agreement not
having been terminated and becoming unconditional in respect of the First
Placing Shares. Second Admission of the Second Placing Shares is also
conditional, inter alia, upon the passing of the Resolutions by the
Shareholders at the General Meeting to be held at 11:00 a.m. on 10 December
2021 and upon the Placing Agreement not having been terminated and becoming
unconditional in respect of the Second Placing Shares.
Principal terms of the Placing
Cenkos is acting as broker to the Placing, as agent for and on behalf of the
Company. Cenkos, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority ("FCA"), is acting exclusively for the Company
and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of Cenkos or for providing
advice in relation to the matters described in this Announcement.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited by Cenkos to participate. Cenkos and any of its
affiliates are entitled to participate in the Placing as principal.
Cenkos is proceeding with the Bookbuild for the purpose of assessing the
demand from institutional and other investors for subscribing for Placing
Shares at the Issue Price and the Company then issuing the Placing Shares
under the Placing to raise approximately £3.9 million for the Company under
the First Placing and an expected minimum of approximately £2.1 million for
the Company under the Second Placing, in each case before expenses. The
exact number of Placing Shares to be allocated and issued to each Placee shall
be determined by the Broker (in consultation with the Company) following
completion of the Bookbuild. The Broker will commence the Bookbuild today
and it is expected to close on 23 November 2021 but may be closed earlier or
later at the Broker's discretion. Completion of the Bookbuild is at the
discretion of the Company and there is no guarantee that the Bookbuild will be
completed. The Broker may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed. The number of Placing Shares will be
announced on a Regulatory Information Service following completion of the
Bookbuild.
Each Placee's allocation of Placing Shares will be communicated orally or by
email by the Broker to the relevant Placee. That oral or email confirmation
will give rise to an irrevocable, legally binding commitment by such Placee,
in favour of the Broker and the Company, under which it agrees to acquire the
number of Placing Shares allocated to it at the Issue Price and otherwise on
the terms and subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with the
Broker's consent, such commitment will not be capable of variation,
revocation, termination or rescission at either the time of such oral
confirmation or any time thereafter.
The Issue Price shall be payable to the Broker by all Placees in accordance
with the terms of this Appendix.
Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the Broker (as agent for the Company), to pay to it (or as
it may direct) in cleared funds an amount equal to the product of the Issue
Price and the number of Placing Shares such Placee has agreed to acquire and
that the Company has agreed to allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made on the basis explained
below under "Registration and Settlement".
All obligations of the Broker under the Placing will be subject to fulfilment
of the conditions referred to below under "Conditions of the Placing" and to
the Placing not being terminated on the basis referred to below under
"Termination of the Placing".
By participating in the Placing, each Placee will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and/or set out in the Placing Agreement and will not otherwise
be capable of rescission or termination by the Placee.
To the fullest extent permissible by law and applicable FCA rules, none of (a)
the Broker, (b) any of the Broker's affiliates, agents, directors, officers,
employees or consultants, (c) to the extent not contained within (a) or (b),
any person connected with the Broker (as defined in the FSMA) ((b) and (c)
being together "affiliates" and individually an "affiliate" of the Broker or
(d) any person acting on behalf of the Broker, shall have any liability
(including, to the extent permissible by law, any fiduciary duties) to any
Placee or to any other person whether acting on behalf of a Placee or
otherwise. In particular, neither the Broker nor any of its respective
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of their conduct of the Placing or of
such alternative method of effecting the Placing as the Broker and the Company
may agree.
Registration and Settlement
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the Broker in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cenkos (acting as settlement
agent).
Settlement of transactions in the Placing Shares (ISIN: GB00BLPJ1272) will
take place within the CREST system, subject to certain exceptions.
Settlement through CREST with respect to the Placing Shares will be on a
delivery versus payment basis unless otherwise notified by the Broker and it
is expected to occur at 8.00 a.m. on 26 November 2021 with respect to the
First Placing Shares and at 8.00 a.m. on 13 December 2021 with respect to the
Second Placing Shares.
In the event of any difficulties or delays in the admission of the Placing
Shares to CREST or the use of CREST in relation to the Placing, the Company
and Cenkos may agree that the Placing Shares should be issued in certificated
form.
Cenkos also reserves the right to require settlement for the Placing Shares,
and to deliver the Placing Shares to Placees, by such other means as it deems
necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in a
Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
prevailing LIBOR as determined by the Broker.
Each Placee is deemed to agree that if it does not comply with these
obligations, Cenkos may sell any or all of their Placing Shares on their
behalf and retain from the proceeds, for Cenkos' account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent and
insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or a nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, 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 or agreement to transfer Placing
Shares), the Company shall not be responsible for payment thereof.
Conditions of the First Placing and Second Placing
The First Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its terms.
The First Placing is conditional upon, inter alia:
1. the performance by the Company of its obligations
under the Placing Agreement insofar as the same fall to be performed or
satisfied on or prior to First Admission;
2. the Placing Agreement having become unconditional
in all respects (save insofar as any conditions relate to the Second Placing)
and not having been terminated in accordance with its terms prior to First
Admission; and
3. First Admission becoming effective not later than
8.00 a.m. on 26 November 2021 or such later time and/or date as the Company
and Cenkos may agree, being not later than 8.00 a.m. on 9 December 2021.
The Second Placing is conditional upon, inter alia:
1. First Admission having become effective as set out
above;
2. the performance by the Company of its obligations
under the Placing Agreement insofar as the same fall to be performed or
satisfied on or prior to Second Admission;
3. the Placing Agreement not having been terminated in
accordance with its terms prior to Second Admission;
4. the General Meeting having taken place on the date
set out in the Notice, no adjournment of the General Meeting having occurred
without the prior written consent of the Broker and the Resolution numbered 1
in the Notice having been passed thereat by the requisite majority without
amendment; and
5. Second Admission occurring not later than 8.00 am
on 13 December 2021 (or such later time or date as the Brokers may agree with
the Company, in any event being no later than 27 December 2021),
(all conditions to the obligations of the Broker included in the Placing
Agreement in respect of First Admission and Second Admission (and either or
both of them as the context requires) being together, the "Conditions").
If any of the Conditions set out in the Placing Agreement are not fulfilled
or, where permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the Company and the
Broker may agree), or the Placing Agreement is terminated in accordance with
the circumstances described under "Termination of the Placing" below, the
First Placing and/or the Second Placing will lapse and each Placee's rights
and obligations shall cease and terminate at such time in respect of the First
Placing and/or the Second Placing (as applicable), all monies received from a
Placee pursuant to the First Placing and/or the Second Placing (as applicable)
shall be returned to such Placee without interest, at the risk of the relevant
Placee, and each Placee agrees that no claim can be made by or on behalf of
the Placee (or any person on whose behalf the Placee is acting) in respect
thereof. The First Placing and First Admission is not conditional upon the
Second Placing or Second Admission becoming effective and it is therefore
possible that Placees receive Placing Shares pursuant to the First Placing but
not the Second Placing Shares if Second Admission does not occur.
Certain Conditions may be waived in whole or in part by the Broker in its
absolute discretion and the Broker may also agree in writing with the Company
to extend the time for satisfaction of any condition. Any such extension or
waiver will not affect Placees' commitments as set out in this Appendix.
The Broker may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither the Broker, the Company nor any of their respective affiliates,
agents, consultants, directors, employees or officers shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision any of them may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing, each Placee agrees that any such decision is
within the absolute discretion of the Broker.
Termination of the Placing
The Broker may terminate its obligations under the Placing Agreement, in
accordance with its terms, at any time prior to First Admission and/or at any
time prior to Second Admission if, inter alia:
1. any statement contained in this Announcement or the
Circular has become or been discovered to be untrue, inaccurate or misleading
in any material respect or that there has been a material omission therefrom;
2. any warranty given in the Placing Agreement was,
when given, untrue, inaccurate or has ceased to be, true, accurate or not
misleading, in any respect that the Broker considers (acting reasonably) to be
material in the context of the Placing;
3. the Company has failed or is unable to comply with
its obligations under the Placing Agreement, in any respect that the Broker
considers (acting reasonably) to be material in the context of the Placing;
4. on the occurrence of certain material adverse
change or force majeure events which, in any such case, in the opinion of the
Broker, acting in good faith, would or would be likely to prejudice materially
the Company or the Placing.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time, all monies
received from a Placee pursuant to the Placing shall be returned to such
Placee without interest, at the risk of the relevant Placee, and each Placee
agrees that no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof, provided that if any
such termination occurs following First Admission, the First Placing will have
become effective and the Placees will have received Placing Shares pursuant to
the First Placing and accordingly no monies paid by a Placee in relation to
First Placing Shares will be returned to them.
By participating in the Placing, each Placee agrees with the Company and the
Broker that the exercise by the Company, or the Broker, of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or the Broker and that
neither the Company nor the Broker need make any reference to such Placee and
that none of the Broker, the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
No admission document or prospectus
No offering document, admission document or prospectus will be made available
in connection with the matters contained or referred to in this Announcement
and no such document is required to be published, in accordance with
Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by the
European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation"). Placees' commitments will be made solely on the basis of the
information contained in this Announcement and subject to any further terms
set forth in the contract note to be sent to individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person acting on such
Placee's behalf irrevocably confirms, acknowledges, agrees, represents,
undertakes, and warrants with the Broker that (save where the Broker
expressly agrees in writing to the contrary):
1. it has read and understood this Announcement
in its entirety and it agrees and acknowledges that the issue and
acquisition of the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements, undertakings and other information contained in this Appendix and
that it has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or otherwise,
other than the information contained in this Announcement;
2. it is a Relevant Person and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of its business;
3. in the case of a Relevant Person in the United
Kingdom who acquires any Placing Shares pursuant to the Placing:
a. it is a UK Qualified Investor; and
b. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Regulation 5(1) of the UK Prospectus
Regulation:
i. the Placing Shares acquired by it in the Placing will not be acquired on
a non-discretionary basis on behalf of, nor will they be acquired with a view
to their offer or resale (i) to persons in the United Kingdom other than UK
Qualified Investors or (ii) to persons in any Relevant Member State other than
EU Qualified Investors or (iii) in circumstances in which the prior consent of
the Brokers 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; or
iii. where Placing Shares have been acquired by it on behalf of persons,
other than EU Qualified Investors, in any Relevant Member State, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;
4. in the case of a Relevant Person in a Relevant
Member State who acquires any Placing Shares pursuant to the Placing:
a. it is an EU Qualified Investor; and
b. in the case of any Placing Shares acquired by it as
a financial intermediary, as that term is used in Regulation 5 of the EU
Prospectus Regulation:
i. the Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale (i) to persons in the United
Kingdom other than UK Qualified Investors or (ii) to persons in any Relevant
Member State other than EU Qualified Investors or (iii) in circumstances in
which the prior consent of the Brokers 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; or
iii. where Placing Shares have been acquired by it on
behalf of persons, other than EU Qualified Investors, in any Relevant Member
State, the offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
5. it is not, and any person who it is acting on behalf
of is not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of, the United
States (or any State or territory thereof), Australia, Canada, Japan, New
Zealand or the Republic of South Africa, and it acknowledges and agrees that
the Placing Shares have not been and will not be registered or otherwise
qualified under the securities legislation of the United States (or any State
or territory thereof), Australia, Canada, Japan, New Zealand or the Republic
of South Africa and may not be offered, sold or acquired, directly or
indirectly, within those jurisdictions;
6. it acknowledges that no action has been or will be
taken by any of the Company, the Broker or any person acting on their behalf
that would, or is intended to, permit a public offer of the Placing Shares or
in any country or jurisdiction where any such action for that purpose is
required. In addition, the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares under the securities laws of Australia, Canada, Japan,
New Zealand or the Republic of South Africa and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within Australia, Canada, Japan, New
Zealand or the Republic of South Africa or in any country or jurisdiction
where any such action for that purpose is required;
7. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing, in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
8. it is purchasing the Placing Shares for investment
purposes and not with a view to distribution or resale, directly or
indirectly, in or into the United States or otherwise in violation of the
United States securities laws, and it will not reoffer, resell, pledge or
otherwise transfer the Placing Shares except (a) outside the United States in
an "offshore transaction" complying with the provisions of Regulation S to a
person outside the United States and not known by the transferor to be a US
Person or acting for the account or benefit of a US Person, by pre-arrangement
or otherwise; or (b) to the Company or a subsidiary thereof;
9. it understands that the Placing Shares have not been
and will not be registered under the US Securities Act or with any state or
other jurisdiction of the United States and may not be reoffered or resold
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. It understands that the
Company has no intention to register the Placing Shares with the SEC or with
any state securities commission and the Company is under no obligation to
assist it in obtaining or complying with any exemption from registration;
10. it and the beneficial owner of the Placing Shares is, and
at the time the Placing Shares are acquired will be, outside the United States
and acquiring the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S under the US Securities Act;
11. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the US Securities Act;
12. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person.
13. it and/or each person on whose behalf it is participating (i) is
entitled to acquire Placing Shares pursuant to the Placing under the laws and
regulations of all relevant jurisdictions; (ii) has fully observed such laws
and regulations; and (iii) has the capacity and has obtained all requisite
authorities and consents (including, without limitation, in the case of a
person acting on behalf of a Placee, all requisite authorities and consents to
agree to the terms set out or referred to in this Appendix) under those laws
or otherwise and has complied with all necessary formalities to enable it to
enter into the transactions and make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contemplated hereby
and to perform and honour its obligations in relation thereto on its own
behalf (and in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this Appendix and
does so make the acknowledgements, agreements, indemnities, representations,
undertakings and warranties contained in this Announcement on its own behalf
(and in the case of a person acting on behalf of a Placee on behalf of that
Placee); and (v) is and will remain liable to the Company and the Broker for
the performance of all its obligations as a Placee in the Placing (whether or
not it is acting on behalf of another person);
14. unless otherwise agreed in writing with the Broker, it is acquiring the
Placing Shares for its own account or if it is acquiring the Placing Shares on
behalf of another person it confirms that it exercises sole investment
discretion in relation to such other person's affairs and, in particular, if
it is a pension fund or investment company it is aware of and acknowledges it
is required to comply with all applicable laws and regulations with respect to
its acquisition of Placing Shares;
15. it understands (or if acting on behalf of another person, such person
has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix;
16. it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or other
offering document: (i) is required under the EU Prospectus Regulation, the UK
Prospectus Regulation or the Prospectus Regulation Rules; or (ii) has been or
will be prepared in connection with the Placing;
17. the Ordinary Shares are admitted to trading on AIM, and that the
Company is therefore required to publish certain information in accordance
with the AIM Rules, which includes a description of the Placing and the
PrimaryBid Offer (the "AIM Information"), and that it is able to obtain or
access the AIM Information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
18. it has made its own assessment of the Company, the Placing Shares and
the terms of the Placing and has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. It has not relied on (i) any investigation
that the Broker or any person acting on the Broker's behalf may have conducted
with respect to the Company, the Placing or the Placing Shares; or (ii) any
other information given or any other representations, statements or warranties
made at any time by any person in connection with the Admissions, the Company,
the Placing, the Placing Shares or otherwise;
19. none of the Broker, the Company nor any of their respective affiliates,
agents, consultants, directors, employees, officers or any person acting on
behalf of any of them has provided, nor will provide, it with any material
regarding the Placing Shares or the Company or any other person in addition to
the information in this Announcement; nor has it requested either of the
Broker, the Company, any of their respective affiliates, agents, consultants,
employees, directors or officers or any person acting on behalf of any of them
to provide it with any such information;
20. the content of this Announcement has been prepared by and is exclusively
the responsibility of the Company. Neither the Broker nor any persons acting
on behalf of it are responsible for or has or shall have any liability for any
information, representation, warranty or statement, written or oral relating
to the Company and either contained in this Announcement or previously or
concurrently published by or on behalf of the Company. The Broker will not
be liable for any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement, the AIM Information or otherwise. None of the Broker, the
Company, nor any of their respective affiliates, agents, consultants,
directors, employees or officers has made any representation or warranty to
the Placee, express or implied, with respect to the Company, the Placing or
the Placing Shares or the accuracy, completeness or adequacy of the
information in this Announcement or the AIM Information. Nothing in this
Appendix shall exclude any liability of any person for fraudulent
misrepresentation;
21. the only information on which it is entitled to rely and on which it has
relied in committing to subscribe for the Placing Shares is contained in this
Announcement. It has satisfied itself that such information is still current
and is all that it deems necessary to make an investment decision in respect
of the Placing Shares;
22. it has the funds available to pay for the Placing Shares which it has
agreed to acquire and acknowledges, agrees and undertakes that it will make
payment to the Broker for the Placing Shares allocated to it in accordance
with the terms and conditions of this Announcement on the due times and dates
set out in this Announcement or the relevant contract note, failing which the
relevant Placing Shares may be placed with others on such terms as the Broker
may, in its absolute discretion, determine without liability to the Placee and
it will remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required to bear
any stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
23. it, or the person specified by it for registration as a holder of the
Placing Shares, will be responsible for any liability to stamp duty or stamp
duty reserve tax payable on the acquisition of any of the Placing Shares or
the agreement to subscribe for the Placing Shares and shall indemnify the
Company and each of the Broker in respect of the same on the basis that the
Placing Shares will be allotted to a CREST stock account of the Broker who
will hold them as nominee on behalf of such Placee (or the person specified by
it for registration as holder of the Placing Shares) until settlement with it
in accordance with its standing settlement instructions;
24. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that no instrument under
which it subscribes for Placing Shares (whether as principal, agent or
nominee) would be subject to stamp duty or stamp duty reserve tax at the
increased rates referred to in those sections and that it, or the person
specified by it for registration as holder of the Placing Shares, is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
25. it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to Placing Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that the Broker has not approved this Announcement 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;
26. it has complied and it will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares
(including all relevant provisions of the FSMA and UK MAR in respect of
anything done in, from or otherwise involving the United Kingdom);
27. none of the Broker, the Company, any of their respective affiliates,
agents, consultants, directors, employees or officers or any person acting on
behalf of any of them are making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing nor providing advice in relation to the Placing nor in
respect of any acknowledgements, agreements, indemnities, representations,
undertakings or warranties contained in the Placing Agreement nor the exercise
or performance of the Broker's rights and obligations thereunder, including
any rights to waive or vary any conditions or exercise any termination
right. Its participation in the Placing is on the basis that it is not and
will not be a client of the Broker and the Broker has no duties or
responsibilities to it for providing the protections afforded to its clients
or customers under the rules of the FCA, and any payment by it will not be
treated as client money governed by the rules of the FCA;
28. the Broker and each of its respective affiliates, each acting as an
investor for its or their own account(s), may, in accordance with applicable
legal and regulatory provisions, bid or subscribe for and/or purchase Placing
Shares and, in that capacity, may retain, purchase, offer to sell or otherwise
deal for its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, the Broker and/or any of its affiliates, acting as an investor for
its or their own account(s). Neither the Broker nor the Company intends to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
29. it will not make any offer to the public of the Placing Shares and it
has not offered or sold and will not offer or sell any Placing Shares to
persons in the United Kingdom or anywhere in the EEA prior to the expiry of a
period of twelve months from Second Admission (or First Admission if Second
Admission does not occur), except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purpose of their business or otherwise in circumstances
which have not resulted and which will not result in an offer to the public in
the United Kingdom for the purposes of section 85(1) of the FSMA or the
Prospectus Regulation Rules or an offer to the public in any Relevant Member
State within the meaning of the EU Prospectus Regulation;
30. it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism
Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act
2001 and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (together, the "Regulations") and,
if making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party as
required by the Regulations;
31. it is aware of the obligations regarding insider dealing in the Criminal
Justice Act 1993, market abuse under the UK MAR and the Proceeds of Crime Act
2002 and confirms that it has and will continue to comply with those
obligations;
32. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting this
invitation to participate in the Placing;
33. if it has received any 'inside information' (for the purposes of the UK
MAR and section 56 of the Criminal Justice Act 1993) in relation to the
Company and its securities, it confirms that it has received such information
within the market soundings regime provided for in article 11 of the UK MAR
and associated delegated regulations and it has not: (i) dealt (or attempted
to deal) in the securities of the Company or cancelled or amended a dealing in
the securities of the Company; (ii) encouraged, recommended or induced another
person to deal in the securities of the Company or cancelled or amended a
dealing in the securities of the Company; or (iii) unlawfully disclosed inside
information to any person, prior to the information being made publicly
available;
34. in order to ensure compliance with the Regulations, the Broker, for
itself and as agent on behalf of the Company or the Company's registrars may,
in its absolute discretion, require verification of the identity of any
Placee. Pending the provision to the Broker or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at the Broker's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at the Broker'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, the Broker, for itself and as agent on behalf of the
Company, or the Company's registrars has not received evidence satisfactory to
it, the Broker and/or the Company may, at their absolute discretion,
terminate their commitment in respect of the Placing, in which event the
monies payable on acceptance of allotment will, if already paid, be returned
without interest, at the risk of the relevant Placee, to the account of the
drawee's bank from which they were originally debited;
35. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the contract note will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's or
Broker's conduct of the Placing;
36. 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
relied upon its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing, including the
merits and risks involved;
37. it irrevocably appoints any duly authorised officer of the Broker as its
agent for the purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares for which it agrees to subscribe
upon the terms of this Announcement;
38. the Company, the Broker and others (including each of their respective
affiliates, agents, directors, officers or employees) will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements
and agreements, which are given to the Broker on its own behalf and on behalf
of the Company and are irrevocable, and agrees that if any of the
representations and agreements deemed to have been made by it by its
subscription for Placing Shares are no longer accurate, it shall promptly
notify the Company and the Broker;
39. time is of the essence as regards its obligations under this Appendix;
40. any document that is to be sent to it in connection with the Placing
will be sent at its risk and may be sent to it at any address provided by it
to the Broker; and
41. the terms and conditions in this Appendix and all documents into which
this Appendix is incorporated by reference or otherwise validly forms a part
and/or any agreements entered into pursuant to these terms and conditions and
all agreements to acquire Placing Shares pursuant to the Placing will be
governed by and construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any claim, dispute
or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or the Broker in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after-tax basis and hold the
Company, the Broker and each of their respective affiliates, agents,
consultants, directors, employees and officers harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of any of the
acknowledgements, agreements, representations, undertakings and warranties
given by the Placee (and any person acting on such Placee's behalf) in this
Appendix or incurred by the Broker, the Company or any of their respective
affiliates, agents, consultants, directors, employees or officers arising from
the performance of the Placee's obligations as set out in this Announcement,
and further agrees that the provisions of this Appendix shall survive
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, directly by the
Company. Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor the Broker shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and should notify the Broker accordingly.
In addition, Placees should note that they will be liable for any capital duty
or gains, 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 whether within or outside the
United Kingdom by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing Shares and each
Placee, or the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such stamp, registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and penalties
(if applicable), forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Broker in the event that either the Company
and/or the Broker have incurred any such liability to such taxes or duties.
The acknowledgements, representations, undertakings and warranties contained
in this Appendix are given to the Broker for itself and as agent on behalf of
the Company and are irrevocable and will survive completion of the Placing.
Each Placee and any person acting on behalf of the Placee acknowledges that
the Broker does not owe any fiduciary or other duties to any Placee in respect
of any acknowledgements, agreements, indemnities, representations,
undertakings or warranties in the Placing Agreement.
When a Placee or any person acting on behalf of the Placee is dealing with the
Broker, any money held in an account with the Broker on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under FSMA. Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules.
References to time in this Announcement are to London time, unless otherwise
stated. All times and dates in this Announcement may be subject to
amendment.
No statement in this Announcement is intended to be a profit forecast, and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
The price of Placing 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 Placing Shares. Past performance is no guide to future
performance, and persons needing advice should consult an independent
financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any market or other stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
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