REG - Hercules Site Svcs - Proposed Placing, Subscription and Secondary Sale
06/09/2024 09:00
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RNS Number : 2318D Hercules Site Services PLC 06 September 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDIX DO NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR
DISPOSE OF ANY SECURITIES IN HERCULES SITE SERVICES PLC OR ANY OTHER ENTITY IN
ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION,
SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT
DECISION IN RESPECT OF HERCULES SITE SERVICES PLC.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.
Hercules Site Services plc
("Hercules" or the "Company")
Proposed Placing and Subscription to raise approximately £8 million
and
Proposed secondary sale of existing shares of £3 million
Hercules Site Services plc (AIM: HERC), a leading technology enabled labour
supply company for the UK infrastructure sector, is pleased to announce a
proposed placing and subscription for 16,197,213 new ordinary shares of 0.1p
each ("Ordinary Shares") in the capital of the Company at a price of 49.50p
(the "Offer Price") to raise gross proceeds of approximately £8 million (the
"Fundraising").
The Company intends to raise approximately £6 million by way of a placing of
12,156,809 new Ordinary Shares ("Placing Shares") to institutional and other
investors (the "Placing") at the Offer Price and £2 million via a
subscription for 4,040,404 new Ordinary Shares from a new strategic investor,
Wasdell Packaging Limited, a company majority owned and controlled by Martin
Tedham (the "Subscription") at the Offer Price.
The Company also announces that it expects Hercules Real Estate Limited
("HRE"), a company controlled by Brusk Korkmaz, CEO of Hercules, and his wife,
will following this announcement ("Announcement") sell 6,060,606 existing
Ordinary Shares at the Offer Price (the "Secondary Sale") to Wasdell Packaging
Limited. Following the Secondary Sale and completion of the Fundraising, HRE
is expected to have a 45% holding in Hercules which will continue to ensure
close alignment with shareholders.
Fundraise Highlights
· The Company intends to use the net proceeds of the proposed Placing
and Subscription ("Fundraise") to strengthen its balance sheet to allow it to
take advantage of the many opportunities it is seeing in the UK infrastructure
and construction sector to grow its business both organically and via
selective acquisitions
· A proposed Placing of 12,156,809 Ordinary Shares ("Placing Shares")
at the Offer Price to raise gross proceeds of £6,017,621
· A proposed Subscription of 4,040,404 Ordinary Shares at the Offer
Price (the "Subscription Shares") to raise gross proceeds of £2,000,000
· A proposed Secondary Sale of 6,060,606 existing Ordinary Shares by
HRE at the Offer Price, thereby bringing a new significant shareholder onto
the register and, in conjunction with the Fundraise, reducing the CEO's
interest in Ordinary Shares to below 50%
· The Placing will be effected by way of a bookbuild (the "Bookbuild").
The Bookbuild will open immediately following release of this announcement. A
further announcement confirming closing of the Bookbuild and the number of
Placing Shares to be issued pursuant to the Placing is expected to be made in
due course, together with the closure of the Secondary Sale
· The Placing and Subscription are being undertaken in two tranches as
the Company has insufficient authorities to issue all of the Placing Shares
and Subscription Shares. The Company plans to utilise the shareholder
authorities it does have to issue 8,803,943 of the Placing Shares ("First
Placing Shares") and 2,926,055 of the Subscription Shares ("First Subscription
Shares"). The remaining Ordinary Share expected to be issued pursuant to the
Fundraising are conditional upon the Company obtaining new shareholder
authorities at a general meeting of shareholders of the Company ("General
Meeting"). The Company expects to publish a circular calling a General Meeting
to obtain these authorities in the week commencing 9 September 2024
("Circular"). Following the General Meeting the Company expects to issue the
remaining 3,352,866 Placing Shares ("Second Placing Shares") and 1,114,349
remaining Subscription Shares ("Second Subscription Shares") and expects to
admit these shares shortly after the General meeting
· The Offer Price of 49.5p equates to the closing mid-market price on 5
September 2024, being the latest practicable date prior to the date and time
of this Announcement
· Neither the Placing, Subscription, nor the Secondary Sale are
underwritten
· It is proposed that Martin Tedham, majority shareholder and
controller of Wasdell Packaging Limited, will join the Company as a
Non-Executive Director
· The Placing has been arranged by SP Angel Corporate Finance LLP ("SP
Angel") and Cavendish Capital Markets Limited ("Cavendish") (the "Joint
Bookrunners" or "Brokers") as Joint Bookrunners in accordance with the terms
and conditions set out in the appendix ("Appendix") to this Announcement
Details of the Secondary Sale
· Subject to completion of the Secondary Sale, the Placing, and
Subscription, HRE's anticipated holding will be 45%, which the Board believes
represents a step towards a more appropriate level of shareholding for the CEO
and founder of a public company. In line with Brusk Korkmaz's ongoing
commitment to the long-term future of Hercules, he continues to be
well-incentivised to drive future growth as his interests remain closely
aligned with shareholders of the Company
· Brusk Korkmaz founded the Company in 2008 and over the subsequent 16
years grew the business to its current position where the most recently
reported annual revenues, being the year ended 30 September 2023, of the group
where £84.7m with an adjusted EBITDA of £4.1m. Brusk also led the Company
through its listing on the AIM Market in February 2022
The Placing is subject to the terms and conditions set out in the Appendix to
this Announcement.
Brusk Korkmaz, Chief Executive Officer, commented:
"We are very pleased to be raising these funds which will mean the Company is
in a strong position to execute on a range of compelling opportunities we are
seeing in the UK infrastructure and construction sector as we build on the
track record of year-on-year growth we have established since listing."
Additional Information on the Subscription
The Subscription is expected to take place in two tranches, with the First
Subscription Shares utilising the Company's existing shareholder authorities
to issue new shares on a non-pre-emptive basis for cash (the "First
Subscription") and the second tranche of up to 1,114,349 new Ordinary Shares
(the "Second Subscription Shares") to be issued subject to new shareholder
approvals to be sought at the General Meeting (the "Second Subscription").
The First Subscription is conditional on admission of the First Subscription
Shares to trading on the AIM Market ("Admission") occurring on or before 8.00
a.m. on 10 September (or such later date and/or time as SP Angel, Cavendish
and the Company may agree, being no later than 8.00 a.m. on 17 September
2024).
The Second Subscription is conditional (amongst other things) on the passing
of the resolutions proposed at the General Meeting ("Resolutions") and
Admission of the Second Subscription Shares ("Second Admission") occurring on
or before 8.00 a.m. on the second business day following the passing of the
Resolutions at the General Meeting (or such later date and/or time as SP
Angel, Cavendish and the Company may agree, being no later than 8.00 a.m. on
31 October 2024).
Additional Information on the Placing
The Placing is expected to take place in two tranches, with the first tranche
of up to 8,803,943 new Ordinary Shares utilising the Company's existing
shareholder authorities to issue new shares on a non-pre-emptive basis for
cash (the "First Placing"). The second tranche of up to 3,352,866 new Ordinary
Shares (the "Second Placing Shares") to be issued subject to new shareholder
approvals to be sought at the General Meeting (the "Second Placing").
The Bookbuild will determine final demand for and participation in the
Placing. The Bookbuild is expected to close not later than 11.00 a.m. (London
time) today but may be closed at such earlier or later time as the Joint
Bookrunners, in their absolute discretion (following consultation with the
Company), determine.
The final number of Placing Shares to be issued pursuant to the Placing will
be determined by the Company and the Joint Bookrunners following closure of
the Bookbuild. The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares in the
capital of the Company.
Details of the result of the Placing will be announced as soon as practicable
after closure of the Bookbuild. Attention is drawn to the detailed terms and
conditions of the Placing described in the Appendix (which forms part of this
Announcement). By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will be deemed
to have read and understood this announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to the
conditions in it, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
Issue of Equity and Admission
The First Placing is conditional (amongst other things) on the Placing
Agreement not having been terminated and Admission of the First Placing Shares
("First Admission") occurring on or before 8.00 a.m. on 10 September (or such
later date and/or time as SP Angel, Cavendish and the Company may agree, being
no later than 8.00 a.m. on 17 September 2024).
The Second Placing is conditional (amongst other things) on the Placing
Agreement not having been terminated, the passing of the Resolutions at the
General Meeting and Second Admission occurring on or before 8.00 a.m. on the
second business day following the passing of the Resolutions at the General
Meeting (or such later date and/or time as SP Angel, Cavendish and the Company
may agree, being no later than 8.00 a.m. on 31 October 2024).
Attention is drawn to the section headed 'Important Information' in this
Announcement and the terms and conditions of the Placing (representing
important information for Placees only) in the Appendix to this Announcement.
For further information and enquiries, please contact:
Hercules Site Services plc c/o SEC Newgate
Brusk Korkmaz (CEO)
Paul Wheatcroft (CFO)
SP Angel (Nominated Adviser and Joint Broker) +44 (0) 20 3470 0470
Matthew Johnson / Adam Cowl / Charlie Bouverat (Corporate Finance)
Grant Barker / Rob Rees (Sales and Broking)
Cavendish Capital Markets Limited (Joint Broker) +44 (0) 20 7397 8900
Adrian Hadden / Charlie Combe / George Budd (Sales and Broking)
SEC Newgate (Financial Communications) +44 (0) 20 3757 6882
Elisabeth Cowell / Ian Silvera / Matthew Elliott Hercules@secnewgate.co.uk
IMPORTANT NOTICES
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. 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", "forecasts", "plans", "prepares",
"anticipates", "projects", "expects", "intends", "may", "will", "seeks",
"should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places throughout
this Announcement and include statements regarding the Company's and the
Directors' intentions, beliefs or current expectations concerning, amongst
other things, the Company's prospects, growth and strategy, planned work at
the Company's projects and the expected results of such work, mineral grades
and mineral reserve and resource estimates. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor SP Angel nor Cavendish nor any of their respective associates, directors,
officers or advisers shall be obliged to update such statements. Comparisons
of results for current and any prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such,
and should only be viewed as historical data.
SP Angel, which is authorised and regulated in the United Kingdom by the
FCA, is acting as nominated adviser and joint broker exclusively for the
Company and no one else in connection with the contents of this Announcement
and will not regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the contents of this Announcement
nor will it be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
contents of this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on SP Angel by the Financial
Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder, SP Angel accepts no responsibility whatsoever, and
makes no representation or warranty, express or implied, as to the contents of
this Announcement including its accuracy, completeness or verification or for
any other statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the future. SP Angel
accordingly disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such
statement. The responsibilities of SP Angel as the Company's Nominated Adviser
under the AIM Rules for Companies ("AIM Rules") and the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any director or shareholder of the Company or any
other person, in respect of its decision to acquire shares in the capital of
the Company in reliance on any part of this Announcement, or otherwise.
Cavendish, which is authorised and regulated in the United Kingdom by the FCA,
is acting as joint broker exclusively for the Company and no one else in
connection with the Placing and the contents of this Announcement and will not
regard any other person (whether or not a recipient of this Announcement) as
its client in relation to the Placing nor will it be responsible to anyone
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Cavendish by FSMA or the regulatory regime established thereunder,
Cavendish accepts no responsibility whatsoever, and makes no representation or
warranty, express or implied, as to the contents of this Announcement
including its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the contents of this
Announcement, whether as to the past or the future. Cavendish accordingly
disclaims all and any liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above), which it might otherwise have in
respect of the contents of this Announcement or any such statement.
The Placing Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares have not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or sold
in the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or to, or for the account or benefit of, any national, resident
or citizen of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from 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, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of Canada, Australia, 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 Canada, Australia, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national, resident or
citizen of Australia, Japan, New Zealand or the Republic of South
Africa or to any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States,
the United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under the EU Prospectus Regulation, or the UK
Prospectus Regulation, (as the case may be) from the requirement to produce a
prospectus. This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. The
price of securities 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 securities. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent financial
adviser.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.
This Announcement and the terms and conditions set out herein are for
information purposes only and are directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and disposing of
investments (as principal or agent) for the purposes of their business and who
have professional experience in matters relating to investments and who are:
(a) in Member States of the European Economic Area, Qualified Investors as
defined in article 2(e) of the Prospectus Regulation (Regulation (EU)
2017/1129) as amended from time to time; and (b) in the United
Kingdom, Qualified Investors as defined in article 2(e) of the Prospectus
Regulation (Regulation (EU) 2017/1129) which forms part of domestic UK law
pursuant to the European Union (Withdrawal) Act 2018 (acting as principal or
in circumstances to which section 86(2) of FSMA applies) who are persons who
(i) have professional experience in matters relating to investments falling
within the definition of "investment professionals" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of the Order;
or (iii) are persons to whom it may otherwise be lawfully communicated; (all
such persons together being referred to as relevant persons").
This Announcement and the terms and conditions set out herein 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 and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
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 either SP Angel or Cavendish or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
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.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process by SP Angel and
Cavendish, which has determined that such securities are: (i) compatible with
an end target market of investors who meet the criteria of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of
Business Sourcebook; and (ii) eligible for distribution through all permitted
distribution channels (the "UK Target Market Assessment"). Notwithstanding
the UK Target Market Assessment, distributors should note that: (a) the price
of the Placing Shares may decline and investors could lose all or part of
their investment; (b) the Placing Shares offer no guaranteed income and no
capital protection; and (c) an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the UK
Target Market Assessment, the Brokers will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Company's 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,
the Joint Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX
Terms and conditions of the Placing
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO
PUBLIC OFFERING OF THE PLACING SHARES WILL BE MADE. THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA AND ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS
ANNOUNCEMENT REFERRED TO AS "EEA QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE
2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM
TIME TO TIME (THE "EU PROSPECTUS REGULATION"); AND/OR (B) IN THE UNITED
KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS
ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE
2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) WHICH FORMS PART
OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"UK PROSPECTUS REGULATION") (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO
WHICH SECTION 86(2) OF FSMA APPLIES) WHO ARE (I) "INVESTMENT PROFESSIONALS"
WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL
PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON
THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT
ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT
PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
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 JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN 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 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS
PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR 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. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND
THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
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 or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, Japan, New Zealand, or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse
Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue
of the European Union (Withdrawal) Act 2018 (as amended) were taken in
respect of the Placing, with the result that certain persons became aware of
inside information, as permitted by UK MAR. That inside information is set
out in this announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons
that received inside information in a market sounding are no longer in
possession of inside information relating to the Company and its securities.
These terms and conditions apply to persons making an offer to acquire Placing
Shares and should be read in their entirety. Each participant in the Placing
("Placee") hereby agrees with each of the Brokers and the Company to be bound
by these terms and conditions. A Placee shall, without limitation, become so
bound if the relevant Broker confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Offer Price and otherwise on the terms and conditions set out in
this Announcement and, to the fullest extent permitted by law, will be deemed
to have agreed not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
SP Angel, Cavendish and the Company have entered into the Placing Agreement,
under which SP Angel and Cavendish have, on the terms and subject to the
conditions set out therein, undertaken to use their respective reasonable
endeavours to procure subscribers for the Placing Shares at the Offer Price.
The Placing is not being underwritten by SP Angel or Cavendish or any other
person.
The number of the Placing Shares will be determined following completion of
the Placing. The timing of the closing of the Placing and the number and
allocation of Placing Shares to Placees and as between the tranches of the
Placing, are at the discretion of the Brokers, following consultation with the
Company. Allocations will be confirmed orally or by email by the relevant
Broker following the close of the Placing. The Commitment of Placees will be
evidenced by two contract notes (the "Contract Notes") issued to such Placee
by the relevant Broker with one Contact Note relating to the First Placing
Shares and with one Contact Note relating to the Second Placing Shares. The
terms of this Appendix will be deemed incorporated in those Contract Notes. A
further announcement confirming these details will then be made as soon as
practicable following completion of the Placing.
The Placing Shares will, when issued, be subject to the Articles of
Association of the Company ("Articles"), will be credited as fully paid and
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of Ordinary Shares after the date of issue of
the Placing Shares.
Application for admission to trading on AIM
An application has been made to the London Stock Exchange for admission to
trading on AIM of the First Placing Shares and First Subscription Shares
("First Application"). It is expected that settlement of the First Placing
Shares and First Admission will become effective at 8.00 a.m. on 10
September 2024 and that dealings in the First Placing Shares and First
Subscription Shares will commence at that time.
An application will be made to the London Stock Exchange for admission to
trading on AIM of the Second Placing Shares and Second Subscription Shares
("Second Application"). It is expected that settlement of the Second Placing
Shares and Second Admission will become effective at 8.00 a.m. on the second
business day following the passing of the Resolutions at the General Meeting
that dealings in the Second Placing Shares and Second Subscription Shares will
commence at that time.
Placing
The Brokers will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Offer Price. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Brokers and the Company shall be entitled to effect the Placing by such
alternative method to the Placing as they may, in their discretion, determine.
The principal terms of the Placing are as follows:
1. SP Angel and Cavendish are arranging the Placing as agents
for, and joint broker of, the Company.
2. Participation in the Placing is only available to persons
who are lawfully able to be, and have been, invited to participate by SP Angel
or Cavendish.
3. The bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Offer Price, which will be determined by
the Brokers, in consultation with the Company, following completion of the
Placing. The results of the Placing, including the number of Placing Shares,
will be announced on a Regulatory Information Service following completion
of the Placing.
4. To bid in the Placing, prospective Placees should
communicate their bid by telephone to their usual contact at the relevant
Broker. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe. Bids may be scaled down by the Brokers
on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Placing will be at the
discretion of the Brokers
6. Allocations of the Placing Shares to Placees will be
determined by the Brokers following consultation with the Company. Each
Placee's allocation will be confirmed to Placees orally, or by email, by the
relevant Broker following the close of the Placing and a trade confirmation
and the Contract Note will be dispatched as soon as possible thereafter. Oral
or emailed confirmation from the relevant Broker will give rise to an
irrevocable, legally binding commitment by that person (who at that point
becomes a Placee), in favour of the relevant Broker and the Company, under
which it agrees to acquire by subscription the number of Placing Shares
allocated to it at the Offer Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the Articles.
Except with consent of both Brokers, such commitment will not be capable of
variation or revocation.
7. The Company will make a further announcement following the
close of the Placing detailing the results of the Placing and the number of
Placing Shares to be issued at the Offer Price.
8. Subject to paragraphs 4 and 5 above, the Broker may choose
not to accept bids and/or to accept bids, either in whole or in part, on the
basis of allocations determined at its discretion (after consultation with the
Company) and may scale down any bids for this purpose on such basis as it may
determine.
9. A bid in the Placing will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and will be
legally binding on the Placee on behalf of which it is made and, except with
the Brokers consent, will not be capable of variation or revocation from the
time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by either the Brokers or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the same time,
on the basis explained below under "Registration and Settlement".
12. All obligations of the Brokers 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 "Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law and the applicable
rules of the FCA, neither SP Angel, nor Cavendish, nor the Company, nor any of
their respective affiliates, agents, directors, officers or employees shall
have any liability to Placees (or to any other person whether acting on behalf
of a Placee or otherwise whether or not a recipient of these terms and
conditions) in respect of the Placing. In particular, neither SP Angel, nor
Cavendish, nor the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of the Brokers'
conduct of the Placing or of such alternative method of effecting the Placing
as the Brokers and the Company may determine.
15. The Placing is not subject to any minimum fundraising and no
element of the Placing is underwritten by either of the Brokers or any other
person.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Brokers' obligations under the Placing Agreement in respect of the First
Admission are conditional on, inter alia:
1. the Announcement being released through a Regulatory
Information Service (as defined in the AIM Rules) by no later than 5.00 pm on
6 September 2024 or such later time and/or date agreed between the Company and
the Brokers;
2. the announcement by the Company of the completion of the
Bookbuild in respect of the Placing being released through a Regulatory
Information Service (as defined in the AIM Rules) by no later than 5.00 pm on
the day of the release of the Announcement or such later time and/or date
agreed between the Company and the Brokers;
3. the First Application and all other documents required to be
submitted with the First Application, together with payment for the relevant
AIM fee (as defined in the AIM Rules) payable to the London Stock Exchange,
being delivered to the London Stock Exchange not later than 4.00 pm on 9
September 2024 or such later time and/or date agreed between the Company and
the Brokers;
4. the Company having fully performed its obligations under this
Agreement to the extent that such obligations fall to be performed prior to
First Admission;
5. none of the warranties in the Placing Agreement
("Warranties") being untrue or inaccurate in any material respect or
misleading at any time between the date of this Agreement and First Admission
and no fact or circumstance having arisen which would render any of the
Warranties untrue or inaccurate in any material respect or misleading if it
was repeated as at any time up to First Admission by reference to such facts
or circumstances;
6. the obligations of the Brokers not being terminated before
First Admission under the Placing Agreement;
7. the Brokers having received, in terms satisfactory to them,
legally binding confirmations on the basis of set out in this Announcement
from Placees at the Offer Price in respect of all Placing Shares;
8. a meeting of the Board taking place to approve, amongst other
things, the Placing, the Subscription, the Secondary Sale and (subject only to
First Admission) the allotment of the First Subscription Shares and the First
Placing Shares;
9. the delivery by the Company to the Brokers of certain
documents listed in the Placing Agreement at agreed times;
10. First Admission taking place no later than 8.00 am on 10
September 2024 (as agreed with the Brokers) or such later time as may be
agreed between the Company and the Brokers not being later than 8.00 am on the
17 September 2024 ("First Long Stop Date");
11. the delivery by the Company to the Brokers of a duly executed
warranty certificate no later than 4.00 pm on the Business Day prior to the
date on which First Admission occurs;
12. the Brokers (acting reasonably) being satisfied that, at least
two Business Day prior to the intended date for First Admission, the Company
has received, in immediately available cleared funds free from Encumbrances,
all sums payable to it by Wasdell pursuant to the agreement between the
Company and Wasdell relating to the Subscription;
13. the Brokers (acting reasonably) being satisfied that, at least
two Business Day prior to the intended date for First Admission, the sale and
purchase agreement in relation to the Secondary Sale between Hercules Real
Estate Limited and Wasdell ("Sale and Purchase Agreement") has been completed
or the solicitors for Hercules Real Estate Limited have received the funds
free from encumbrances, all sums payable to them by Wasdell pursuant to the
Sale and Purchase Agreement; and
14. between the date of the Placing Agreement and immediately prior
to First Admission, the Subscription Agreement and the Sale and Purchase
Agreement each being valid, subsisting, in full force and effect, free from
Encumbrances, and all conditions applicable to either the Subscription
Agreement or the Sale and Purchase Agreement that are required to have been
fulfilled as at immediately prior to First Admission (other than the
occurrence of First Admission) having been fulfilled and, as at immediately
prior to First Admission, there not having been or occurred any event that
constitutes a default under either the Subscription Agreement or the Sale and
Purchase Agreement, neither the Subscription Agreement nor the Sale and
Purchase Agreement having been lapsed or been breached, amended or terminated
by any of the parties thereto and there being no event in existence which
could provide a right of termination, rescission or nullification of either
the Subscription Agreement or the Sale and Purchase Agreement.
The Brokers' obligations under the Placing Agreement in respect of the Second
Admission are conditional on, inter alia:
1. the First Admission having occurred;
2. the Circular having been sent out to the Company's
shareholders entitled to receive it by first class post by no later than 13
September 2024 or such later time and/or date agreed between the Company and
the Brokers;
3. the passing at the General Meeting of the Resolutions by the
requisite majority under the Companies Act 2006 and such Resolutions remaining
in full force and effect as at Second Admission;
4. the Second Application and all other documents required to be
submitted with the Second Application, together with payment for the relevant
AIM fee (as defined in the AIM Rules) payable to the London Stock Exchange,
being delivered to the London Stock Exchange not later than 8.00 am on 11
October 2024 or such later time and/or date agreed between the Company and the
Brokers;
5. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be performed
prior to Second Admission;
6. none of the Warranties being untrue or inaccurate in any
material respect or misleading at any time between the date of this Agreement
and Second Admission and no fact or circumstance having arisen which would
render any of the Warranties untrue or inaccurate in any material respect or
misleading if it was repeated as at any time up to Second Admission by
reference to such facts or circumstances;
7. the obligations of the Brokers not being terminated before
Second Admission under the Placing Agreement;
8. a meeting of the Board taking place to approve, (subject to
Second Admission and Resolutions being passed at the General Meeting ) the
allotment of the Second Subscription Shares and the Second Placing Shares;
9. the delivery by the Company to the Brokers of certain
documents listed in the Pacing Agreement;
10. Second Admission taking place no later than 8.00 am on the
second business day following the passing of the Resolutions at the General
Meeting (as agreed with the Brokers) or such later time as may be agreed
between the Company and the Brokers not being later than 8.00 am on the 18
October 2024 ("Second Long Stop Date");
11. the delivery by the Company to the Brokers of a duly executed
warranty certificate no later than 4.00 pm on the Business Day prior to the
date on which Second Admission occurs;
12. the Brokers (acting reasonably) being satisfied that, at least
two Business Day prior to the intended date for Second Admission, the Company
has received, in immediately available cleared funds free from encumbrances,
all sums for the Second Subscription Shares payable to it by Wasdell pursuant
to the Subscription Agreement or that the Company's solicitors are holding
pursuant to an undertaking cleared funds payable by Wasdell for the Second
Subscription Shares;
13. between the date of this Agreement and immediately prior to
Second Admission, the Subscription Agreement being valid, subsisting, in full
force and effect, free from Encumbrances, and all conditions applicable to the
Subscription Agreement that are required to have been fulfilled as at
immediately prior to Second Admission (other than the occurrence of Second
Admission) having been fulfilled and, as at immediately prior to Second
Admission, there not having been or occurred any event that constitutes a
default under the Subscription Agreement, the Subscription Agreement having
not been lapsed or been breached, amended or terminated by any of the parties
thereto and there being no event in existence which could provide a right of
termination, rescission or nullification of the Subscription Agreement.
If: (i) any of the conditions in respect of the First Admission contained in
the Placing Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Brokers by the respective time or date where
specified (or such later time or date as the Brokers may notify to the
Company, being not later than the First Long Stop Date; (ii) any of the
conditions in respect of the Second Admission contained in the Placing
Agreement, including those described above, are not fulfilled or (where
applicable) waived by the Brokers by the respective time or date where
specified (or such later time or date as the Brokers may notify to the
Company, being not later than the Second Long Stop Date; (iii) any of such
conditions becomes incapable of being fulfilled; or (iv) the Placing Agreement
is terminated in the circumstances specified below, the Placing will not
proceed and the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each Placee agrees
that no claim can be made by the Placee in respect thereof.
The Brokers may, at its discretion and upon such terms as it thinks fit,
waive, or extend the period for (subject to the First Long Stop Date and the
Second Long Stop Date), compliance by the Company with the whole or any part
of any of the Company's obligations in relation to the conditions in the
Placing Agreement, save that the conditions relating to either First Admission
or Second Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither SP Angel, nor Cavendish nor the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they 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 they 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 Brokers.
Right to terminate the Placing Agreement
The Brokers are entitled, at any time before Second Admission, to terminate
the Placing Agreement by giving notice to the Company in certain
circumstances, including, inter alia:
1. there has been a breach of any Warranty, and where a materiality
threshold is not specified in such Warranty such breach is material;
2. any Warranty would be untrue, inaccurate (in each case where a
materiality threshold is not specified in such Warranty, in any material
respect) or misleading if it were to be repeated at any time prior to First
Admission or Second Admission (as the case maybe);
3. any statement in the Placing Documents (as defined in the Placing
Agreement) has become, or an omission in the Placing Documents results in them
being, untrue, inaccurate in any material respect or misleading;
4. either of the First Application or Second Application is withdrawn or
refused by the London Stock Exchange;
5. a Material Adverse Change (as defined in the Placing Agreement) has
occurred after entry into of the Placing Agreement (whether or not foreseeable
at the date of the Placing Agreement);
6. the London Stock Exchange, the FCA, or any authority in any
jurisdiction launches or threatens to launch an investigation into the affairs
of the Group (as defined in the Placing Agreement) or the trading of the
Ordinary Shares, or either the SP Angel or Cavendish ceases to be the
Company's nominated adviser or the Company's broker (as the case may be) or
notice is otherwise given by SP Angel pursuant to the Nominated Adviser
Agreement (as defined in the Placing Agreement) to terminate their appointment
as the Company's nominated adviser;
7. there has been a material breach of any of the warranties,
undertakings, indemnities, covenants, agreements or other obligations on the
part of any party to the Subscription Agreement or the Sale and Purchase
Agreement or any matter, fact, circumstance or event has arisen or occurred
after entry into of the Subscription Agreement which, had it arisen or
occurred prior to entry into the Subscription Agreement, would constitute such
a breach or any party to the Subscription Agreement has become entitled to
terminate or rescind the Subscription Agreement;
8. the Subscription Agreement or the Sale and Purchase Agreement being
terminated or rescinded, or is otherwise not capable of being completed;
9. the Subscription Agreement or the Sale and Purchase Agreement ceases
to be valid, subsisting, in full force and effect and free from Encumbrances,
rights of pre-emption and all other third party rights; or
10. any condition applicable to the Subscription Agreement or the Sale and
Purchase Agreement that is required to have been complied with or fulfilled
has not been complied with or fulfilled.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by either of
the Brokers of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the relevant Brokers and
that the Brokers need not make any reference to Placees in this regard and
that neither of the Brokers nor any of its respective affiliates shall have
any liability to Placees whatsoever in connection with any such exercise or
failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or prospectus has
been or will be submitted to be approved by the FCA or the London Stock
Exchange in relation to the Placing or the Placing Shares, and
Placees' commitments will be made solely on the basis of the information
contained in the Announcement (including this Appendix) and the information in
the public domain ("Publicly Available Information"). Each Placee, by
accepting a participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has not relied on any other information (other than the Publicly
Available Information), representation, warranty, or statement made by or on
behalf of the Company, SP Angel or Cavendish or any other person and neither
of the Brokers, the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been authorised by
either of the Brokers, the Company or their respective officers, directors,
employees or agents. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the Company nor
the Brokers are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the First Placing, each Placee allocated First Placing
Shares in the First Placing will be sent a Contract Note in accordance with
the standing arrangements in place with the relevant Broker, stating the
number of First Placing Shares allocated to it at the Offer Price, the
aggregate amount owed by such Placee (in pounds sterling) and a form of
confirmation in relation to settlement instructions.
Following closure of the Second Placing, each Placee allocated Second Placing
Shares in the Second Placing will be sent a Contract Note in accordance with
the standing arrangements in place with the relevant Broker, stating the
number of Second Placing Shares allocated to it at the Offer Price, the
aggregate amount owed by such Placee (in pounds sterling) and a form of
confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the relevant
Broker in accordance with the standing CREST settlement instructions which
they have in place with the relevant Broker.
Settlement of transactions in the First Placing Shares (ISIN: GB00BPVBVZ82)
will follow Frist Admission and settlement of transactions in the Second
Placing Shares will follow Second Admission will take place within CREST
provided that, subject to certain exceptions, the Brokers reserves the right
to require settlement for, and delivery of, the Placing Shares (or a portion
thereof) to Placees by such other means that it deems necessary if delivery or
settlement is not possible or practicable within CREST within the timetable
set out in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will take place in accordance with the
instructions set out in the Contract Note.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing Bank of England base rate as determined
by the relevant Broker.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Brokers may sell any or all of the Placing Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for the
relevant Broker's account and benefit (as agent for the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify the relevant
Broker on demand for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on the relevant Broker such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the relevant Broker lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither of the Brokers nor
the Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Broker for themselves and on behalf of the Company:
1. that it has read and understood this announcement,
including this Appendix, in its entirety and that its subscription for Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to redistribute or
duplicate this announcement;
2. that its obligations are irrevocable and legally binding
and shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by the Brokers of any right or discretion
under the Placing Agreement shall be within the absolute discretion of the
relevant Broker, and the relevant Broker need not have any reference to it and
shall have no liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees that it has
no rights against the relevant Broker or the Company, or any of their
respective officers, directors, employees agents or advisers, under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
4. that these terms and conditions represent the whole and
only agreement between it, the relevant Broker and the Company in relation to
its participation in the Placing and supersedes any previous agreement between
any of such parties in relation to such participation. Accordingly, each
Placee, in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company, nor either of
the Brokers, nor any of their respective officers, directors or employees will
have any liability for any such other information, representation or warranty,
express or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (i)
the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Member State of the European Economic Area which has
implemented the EU Prospectus Regulation or the UK, respectively, other
than EEA Qualified Investors or UK Qualified Investors (as the case may
be) or in circumstances in which the prior consent of WHI has been given to
the offer or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA, or the UK respectively,
other than EEA Qualified Investors or UK Qualified Investors (as the case may
be), the offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation or the UK Prospectus Regulation as having been made to
such persons;
6. that neither it nor, as the case may be, its clients expect
either of the Brokers to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book, and that neither of the
Brokers is acting for it or its clients, and that neither of the Brokers will
be responsible for providing the protections afforded to customers of the
relevant Broker or for providing advice in respect of the transactions
described herein;
7. that it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and that
it shall not be entitled to rely upon any material regarding the Placing
Shares or the Company (if any) that either of the Brokers or the Company or
any of their respective affiliates, agents, directors, officers or employees
or any person acting on behalf of any of them has provided, other than the
information in this Announcement and the Publicly Available Information; nor
has it requested any of the Brokers, the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
8. that it is: (i) located outside the United States and is
not a US Person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the Placing Shares
only in "offshore transactions" as defined in and pursuant to Regulation S,
and (ii) it is not subscribing for and/or purchasing Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S or by
means of any form of "general solicitation" or "general advertising" as such
terms are defined in Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities legislation of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States and accordingly the Placing Shares may not
be offered, sold, pledged, resold, transferred, delivered or distributed into
or within the United States except in compliance with the registration
requirements of the Securities Act and applicable state securities
requirements or pursuant to exemptions therefrom;
10. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the Placing Shares
is contained in this announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
11. that neither of the Brokers, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;
12. that, unless specifically agreed with both Brokers, it is not
and was not acting on a non-discretionary basis for the account or benefit of
a person located within the United States or any US Person at the time the
undertaking to subscribe for and/or purchase Placing Shares was given and it
is not acquiring Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares into the United States or to any US Person and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and otherwise in accordance with any
applicable securities laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada,
Japan, New Zealand, the Republic of South Africa or a corporation, partnership
or other entity organised under the laws of Australia, Canada, Japan, New
Zealand, the Republic of South Africa and that it will not (unless an
exemption under the relevant securities laws is applicable) offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the Placing
Shares in Australia, Canada, Japan, New Zealand or the Republic of South
Africa or to or for the benefit of any person resident in Australia, Canada,
Japan, New Zealand, the Republic of South Africa and each Placee
acknowledges that the relevant clearances or exemptions are not being obtained
from the Securities Commission of any province or territory of Canada, that
no prospectus has been or will be lodged with, filed with or registered by the
Australian Securities and Investments Commission, the Canadian Securities
Administrators, the Japanese Ministry of Finance, the Securities Commission
of New Zealand or the South African Reserve Bank and that the Placing Shares
are not being offered for sale and may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, the Republic of South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be unlawful;
14. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is unlawful to
make or accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not, directly or
indirectly, distribute, forward, transfer or otherwise transmit, any
presentation or offering materials concerning the Placing or the Placing
Shares to any persons within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and other
consents which may be required thereunder or otherwise and complied with all
necessary formalities and that it has not taken any action which will or may
result in the Company or either of the Brokers or any of their respective
directors, officers, employees or agents acting in breach of any regulatory or
legal requirements of any territory in connection with the Placing or its
acceptance;
17. that it has obtained all necessary consents and authorities to
enable it to give its commitment to subscribe for and/or purchase the Placing
Shares and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account: (a) to
acquire the Placing Shares for each managed account; (b) to make on its behalf
the representations, warranties, acknowledgements, undertakings and agreements
in this Appendix and the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by the Brokers;
19. that if in the United Kingdom it is a UK Qualified Investor
(acting as principal or in circumstances to which section 86(2) of FSMA
applies) and a person who has professional experience in matters relating to
investments and it is either: (a) a person of a kind described in paragraph 5
of Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
20. if in a member state of the EEA, it is a EEA Qualified
Investor; and, if in Switzerland, represents and warrants that it is entitled
to subscribe the Placing Shares under the laws and regulations of Switzerland
without the need for a prospectus or offering memorandum or the taking of any
other action on the part of the Company or either of the Brokers, and that its
subscription of the Placing Shares will not result in the Company, either of
the Brokers, their respective Affiliates (as defined in the Placing Agreement)
or any person acting on their behalf being in breach of the legal and/or
regulatory requirements of Switzerland or any canton or other sub-division
thereof;
21. that, unless otherwise agreed by the Brokers, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
22. that it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
23. that any money held in an account with the relevant Broker (or
its nominee) on its behalf and/or any person acting on its behalf will not be
treated as client money within the meaning of the rules and regulations of the
FCA. Each Placee further acknowledges that the money will not be subject to
the protections conferred by the FCA's client money rules. As a consequence,
this money will not be segregated from the Broker's (or its nominee's) money
in accordance with such client money rules and will be used by the Broker in
the course of its own business and each Placee will rank only as a general
creditor of the relevant Broker;
24. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its Ordinary
Shares in accordance with the requirements of Chapter 5 of the Disclosure
Guidance and Transparency Rules of the FCA;
25. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70 respectively
or subsections (2) and (3) of section 93 or subsection (1) of section 96 of
the Finance Act 1986;
26. that it will not deal or cause or permit any other person to
deal in all or any of the First Placing Shares which it is subscribing for
under the Placing unless and until First Admission becomes effective;
27. that it will not deal or cause or permit any other person to
deal in all or any of the Second Placing Shares which it is subscribing for
under the Placing unless and until Second Admission becomes effective;
28. that it appoints irrevocably any director of either of the
Brokers as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary to enable
it to be registered as the holder of the Placing Shares;
29. that the Announcement does not constitute a securities
recommendation or financial product advice and that neither of the Brokers nor
the Company has considered its particular objectives, financial situation and
needs;
30. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares and is aware that it may be required to bear, and it, and any accounts
for which it may be acting, are able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing;
31. that it will indemnify and hold the Company and each of the
Brokers and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising
out of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the Company and each of the Brokers will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or accurate,
the Placee shall promptly notify the Brokers and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee, pursuant to this Announcement (including this Appendix) are given to
each of the Brokers for itself and on behalf of the Company and will survive
completion of the Placing and Second Admission;
32. that time shall be of the essence as regards obligations
pursuant to this Appendix;
33. that it is responsible for obtaining any legal, financial, tax
and other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or either of the Brokers to
provide any legal, financial, tax or other advice to it;
34. that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that the relevant Broker shall
notify it of such amendments;
35. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, FSMA and UK MAR, (ii) in connection with money
laundering and terrorist financing, it has complied with its obligations under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (information on the Payer) Regulations 2017 (as
amended) and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having jurisdiction in
respect thereof and the Money Laundering Sourcebook of the FCA and (iii) it
is not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury or the United States Department of
State; (b) named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the European
Union or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to the relevant Broker such evidence, if any, as to the identity or
location or legal status of any person which the Brokers may request from it
in connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by relevant Broker on the basis that any failure by it to do
so may result in the number of Placing Shares that are to be subscribed for by
it or at its direction pursuant to the Placing being reduced to such number,
or to nil, as relevant Broker may decide in its absolute discretion;
36. that it will not make any offer to the public within the
meaning of the EU Prospectus Regulation or the UK Prospectus Regulation of
those Placing Shares to be subscribed for and/or purchased by it;
37. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its own account
as principal or for a discretionary account or accounts (as to which it has
the authority to make the statements set out herein) for investment purposes
only and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client stock, broker or fund manager it confirms that in
purchasing the Placing Shares it is acting under the terms of one or more
discretionary mandates granted to it by private clients and it is not acting
on an execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;
38. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards 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 relevant Broker in any jurisdiction in which the relevant
Placee is incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
39. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an address notified
to the relevant Broker;
40. that neither Broker owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
41. that either Broker may, in its absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares;
42. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and will not
receive a prospectus or other offering document in connection with the Placing
or the Placing Shares;
43. undertakes that it (and any person acting on its behalf) will
make payment in respect of the Placing Shares allocated to it in accordance
with this Appendix on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as the
relevant Broker may in its sole discretion determine and without liability to
such Placee, who will remain liable for any amount by which the net proceeds
of such sale falls short of the product of the Offer Price and the number of
Placing Shares allocated to it and may be required to bear any stamp duty,
stamp duty reserve tax or other similar taxes (together with any interest or
penalties) which may arise upon the sale of such Placee's Placing Shares;
44. that its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares which it will be entitled, and required, to
acquire, and that the relevant Broker and/or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum; and
45. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of this
Announcement, it has not: (i) dealt in the securities of the Company; (ii)
encouraged, required, recommended or induced another person to deal in the
securities of the Company; or (iii) disclosed such information to any person,
prior to such information being made publicly available.
The Company, the Brokers and their respective affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to each of the Brokers for
itself and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Brokers.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for 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 subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor either of the Brokers will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Brokers in the event
that any of the Company and/or either of the Brokers have incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Brokers accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
All times and dates in this announcement (including the Appendices) may be
subject to amendment. The relevant Broker shall notify the Placees and any
person acting on behalf of the Placees of any changes.
This announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either of the Brokers or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed. Nothing in this announcement shall be
effective to limit or exclude any liability for fraud or which, by law or
regulator, cannot otherwise be so limited or excluded.
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