REG - HSS Hire Group PLC - Result of Open Offer

HSS HireAnnouncement

04/12/2020 07:01

RNS Number : 5265H
  
HSS Hire Group PLC
  
04 December 2020
  
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE COMBINED PROSPECTUS AND CIRCULAR PUBLISHED BY THE COMPANY ON 16 NOVEMBER 2020.
4 December 2020
HSS Hire Group plc
("HSS Hire" or the "Company")
 
Result of Open Offer
HSS Hire announced on 26 October 2020 its intention to raise gross proceeds of up to c.£54.0 million by way of an Open Offer of up to £35.5 million and Firm Placing of £18.6 million (together with the Placing, being the "Capital Raise"). A combined circular and prospectus was published on 16 November 2020 setting out details of the Capital Raise (the "Prospectus").
Ahead of its General Meeting at 11.00 a.m. today, HSS Hire issues the following update in relation to the Open Offer. The Open Offer closed for acceptances at 11.00 a.m. on 3 December 2020 in accordance with its terms. The Company announces that it has received valid acceptances and excess applications from Qualifying Shareholders under the Open Offer in respect of 299,446,502 Open Offer Shares, representing 84.45 per cent. of the 354,598,212 Open Offer Shares available pursuant to the Open Offer. 
As announced on 16 November 2020, Numis Securities Limited ("Numis") will seek subscribers for the shares not taken up in the Open Offer (the "Placing") at a price of 10 pence per New Share. An announcement will be made in due course if any further shares are to be issued in connection with the Placing. The Placing will be conducted through an accelerated bookbuild process which will be launched immediately following this Announcement, in accordance with the terms and conditions of the Placing set out in the Appendix. The Placing is not underwritten.
The Capital Raise remains conditional on, among other things, the passing by the Company's shareholders of the Resolutions (as set out in the Notice of General Meeting contained within the Prospectus) at the General Meeting to be held at 11:00 a.m. today. The Company will announce the results of the General Meeting as soon as practicable after the meeting concludes. It is expected that Admission will become effective, and that dealings in the New Shares on the London Stock Exchange's Main Market for listed securities will commence, at 8.00 a.m. on 8 December 2020.
Directors' participation in the Open Offer
The following Directors participated in the Open Offer in the amounts set out below:



Name


Existing Shareholding


Number of New Shares acquired


Resulting Shareholding




Alan Peterson OBE


884,392


1,842,483


2,726,875




Steve Ashmore


313,479


653,081


966,560




Paul Quested


47,000


97,916


144,916




Amanda Burton


35,714


74,404


110,118




Doug Robertson


9,523


19,839


29,362



 
All capitalised terms used in this Announcement but not defined herein have the meaning given to them in the Prospectus. 
For further information, please contact:



HSS Hire Group plc


Tel: 020 3757 9248 




Steve Ashmore, Chief Executive Officer


Please email: Investors@hsshire.com




Paul Quested, Chief Financial Officer








Greig Thomas, Head of Group Finance


















Numis Securities 
Stuart Skinner
George Price
George Shiel


Tel: 020 7260 1000














Teneo


Tel: 07785 528363 / 07557 491860




Matt Thomlinson








Tom Davies







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. Upon the publication of this Announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.
The person responsible for releasing this Announcement is Daniel Joll, Company Secretary.
HSS Hire Group plc LEI: 2138004DGL1J6VQO6S92
Important notices
This Announcement has been issued by and is the sole responsibility of the Company. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this Announcement or on its accuracy or completeness. The information in this Announcement is subject to change. 
This Announcement is not a prospectus. Neither this Announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any New Shares referred to in this Announcement except on the basis of the information contained in the Prospectus. 
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raise. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Numis is authorised and regulated in the United Kingdom by the FCA. Numis is acting exclusively for the Company and is acting for no one else in connection with the Capital Raise and will not regard any other person as a client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Capital Raise or any other matter, transaction or arrangement referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Numis, nor any of its affiliates, directors, officers, employees or advisers, accepts any responsibility whatsoever for, or makes any 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 its behalf, in connection with the Company, the New Shares, the Capital Raise or Admission. Numis and its affiliates, directors, officers, employees and advisers accordingly disclaim to the fullest extent permitted by law any and all liability whatsoever, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this Announcement or any such statement.
Copies of the Prospectus are available on the Company's website at www.hsshiregroup.com. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement. The Prospectus provides further details of the New Shares being offered pursuant to the Capital Raise. 
This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.  No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted.
Information for Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("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 such 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 Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis 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.
Cautionary statement regarding forward-looking statements
This Announcement may include certain forward-looking statements, forecasts, estimates, projections and opinions ("Forward-looking Statements"). When used in this document, the words "anticipate", "believe", "estimate", "forecast", "expect", "intend", "plan", "project", "may", will" or "should" or, in each case, their negative or other variations or similar expressions, as they relate to the Group, its management or third parties, identify Forward-looking Statements. Forward-looking Statements include statements regarding the Group's business strategy, objectives, financial condition, results of operations and market data, as well as any other statements that are not historical facts. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Group's strategy), as well as assumptions made by the Directors and information currently available to the Company.
Although the Group considers that these beliefs and assumptions are reasonable, by their nature, Forward-looking Statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Company. These factors, risks, uncertainties and assumptions could cause actual outcomes and results to be materially different from those projected. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation is made or will be made that any Forward-looking Statements will be achieved or will prove to be correct. These factors, risks, assumptions and uncertainties expressly qualify all subsequent oral and written Forward-looking Statements attributable to the Group or persons acting on its behalf.
None of the Company, the Directors or Numis assumes any obligation to update any Forward-looking Statement and disclaims any obligation to update their view of any risks or uncertainties described herein or to publicly announce the result of any revisions to the Forward-looking Statements made in this document, except as required by law (including, for the avoidance of doubt, the Prospectus Regulation Rules, the Listing Rules and Disclosure Guidance and Transparency Rules).
In addition, this Announcement may contain information concerning the Group's industry and its market and business segments generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the industry, and the Group's market and business segments, will develop. These assumptions are based on information currently available to the Company. If any one or more of these assumptions turn out to be incorrect, actual market results may differ from those predicted. While the Company does not know what effect any such differences may have on the Group's business, if there are such differences, they could have a material adverse effect on the Group's future results of operations and financial condition.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT NOTICE ON THE PLACING FOR INVITED PLACEES ONLY
This Announcement has been issued by and is the sole responsibility of the Company. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this Announcement or on its accuracy or completeness. The information in this Announcement is subject to change.
The material set out herein is for information purposes only and should not be construed as, or form any part of, an offer or invitation of securities for sale, or any invitation to purchase or subscribe for securities in the United States or any other jurisdiction.
The distribution or publication of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. No action has been taken by the Company or Numis Securities Limited ("Numis") that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe, such restrictions.  Any failure to comply with these restrictions may constitute a violation of applicable law and regulation.
This Announcement and the information contained herein is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in, into or from Australia, Canada, Japan, the United States or any other jurisdiction where to do so would breach any applicable law or regulation.
Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions contained herein are for information purposes only and are directed only at and may only be communicated to: (a) persons in Member States who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, to Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) fall 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 in (a) or (b) together being referred to as "Relevant Persons").
This Announcement and the terms and conditions set out herein are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. 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.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; and no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada or Japan. Accordingly, subject to certain exceptions or unless an exemption under the relevant securities laws is applicable, the Placing Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into the Australia, Canada or Japan or any other jurisdiction outside the United Kingdom.
The Placing Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and, in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States.  No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted.
Numis is authorised and regulated in the United Kingdom by the FCA. Numis is acting exclusively for the Company as sponsor and placing agent in relation to the Placing and Admission and is acting for no one else in connection with the Placing and Admission and will not regard any other person as a client in relation to the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Placing and Admission or any other matter, transaction or arrangement referred to in this Announcement. The responsibilities of Numis as the Company's sponsor under the Listing Rules are owed solely to the FCA and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA  or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Numis, nor any of its affiliates, directors, officers, employees or advisers, accepts any responsibility whatsoever for, or makes any 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 its behalf, in connection with the Company, the Placing or Admission. Numis and its affiliates, directors, officers, employees and advisers accordingly disclaim to the fullest extent permitted by law any and all liability whatsoever, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this Announcement or any such statement.
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 Numis or by any of its affiliates (within the meaning of Rule 405 under the Securities Act ("Affiliates")), agents or any of such persons' directors, officers or employees or any other person as to the truth, accuracy, completeness or fairness of the written or oral information contained in this Announcement (or whether any information has been omitted from this Announcement) or made available to or publicly available to any interested party or its advisers and no liability whatsoever is accepted by Numis or any of its Affiliates, directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or otherwise arising in connection therewith and any liability therefor is expressly disclaimed.
The price of shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement or this Appendix should seek appropriate advice before taking any such action.
This Announcement is for information purposes only and does not itself constitute an offer for sale or subscription of any securities in the Company. Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an investment in Placing Shares.
Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain circumstances, the sum or percentage contained in this Announcement may not confirm exactly with the total figure given.
1.               DETAILS OF THE PLACING
1.1             Numis has entered into the Sponsor and Placing Agreement with the Company under which, subject to the terms and conditions contained therein, Numis, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.
1.2             The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared or made after the date of issue of the Placing Shares.
1.3             The Sponsor and Placing Agreement contains customary undertakings and warranties given by the Company to Numis including as to the accuracy of information contained in this Announcement, to matters relating to the Company (and the Group as a whole) and its business and a customary indemnity given by the Company to Numis in respect of liabilities arising out of or in connection with the Placing and Admission.
1.4             The Placing is conditional upon, amongst other things, Admission becoming effective and the Sponsor and Placing Agreement not being terminated in accordance with its terms (further details on the conditions of the Placing are set out in paragraph 4 below).
1.5             Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this Announcement (including the terms and conditions contained herein) and the Prospectus.
2.               ADMISSION
2.1             Applications will be made to the FCA and the London Stock Exchange respectively for admission of the Placing Shares to trading on (a) the premium listing segment of the Official List and (b) trading on London Stock Exchange's main market for listed securities.
2.2             It is expected that Admission will become effective at 8.00 am on 8 December 2020 and that dealings in the Placing Shares will commence at that time.
2.3             Admission is subject to the Sponsor and Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms.
3.               PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
3.1             Numis is acting as placing agent for the Company in connection with the Placing and Admission. Numis is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Numis or for providing advice in relation to the matters described in this Announcement.
3.2             This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. 
3.3             Participation in the Placing has only been made available to persons who may lawfully, and have been invited by Numis to, participate in it. Numis and its Affiliates are each entitled, but not obliged, to participate in the Placing as principal.
3.4             The placing price will be a fixed price of 10 pence per Placing Share.  No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.
3.5             Each prospective Placee's allocation of Placing Shares will be confirmed to prospective Placees orally by Numis or one of its affiliates, and a contract note will be dispatched as soon as practicable thereafter as evidence of such Placee's allocation and commitment.  The terms and conditions of this Appendix will be deemed incorporated into the contract note. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Numis to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. 
3.6             An offer to acquire Placing Shares, which has been communicated by a prospective Placee to Numis and which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of Numis.
3.7             Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Numis (as agent for the Company), to pay to it (or as it may direct) in cleared funds immediately on the settlement date in accordance with the registration and settlement requirements set out below an amount equal to the product of the Placing Price and such number of Placing Shares that such Placee has agreed to acquire and the Company has agreed to allot to it.
3.8             Settlement for all Placing Shares to be acquired pursuant to the Placing will be made at the same time, on the basis explained below under "Registration and Settlement".
3.9             All obligations of Numis under the Placing are subject to fulfilment or, where applicable, waiver 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 under the Sponsor and Placing Agreement".
3.10           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.
3.11           Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Numis shall not have any liability to the Placees for the failure of the Company to fulfil those obligations.
3.12           To the fullest extent permissible by law and applicable FCA rules, neither Numis nor any of its Affiliates shall have any liability (including, to the fullest extent permissible by law, any fiduciary duties) to Placees (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, neither Numis nor any of its Affiliates shall have any liability (including, to the fullest extent permissible by law, any fiduciary duties) in respect of Numis' conduct in effecting the Placing.
4.               CONDITIONS OF THE PLACING
4.1             Numis' obligations under the Sponsor and Placing Agreement in respect of the Placing Shares are conditional on:
4.1.1         the Company complying with its obligations in relation to the Open Offer; 
4.1.2         the Sponsor and Placing Agreement not having been terminated prior to Admission.
4.2             If: (i) any of the conditions contained in the Sponsor and Placing Agreement, including those described above, are not fulfilled or, where applicable, waived by Numis; or (ii) the Sponsor and Placing Agreement is terminated in accordance with its terms, the Placing will not proceed and each Placee's 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.  Numis may terminate the Sponsor and Placing Agreement in certain circumstances, details of which are set out in paragraph 5 below.
4.3             By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Sponsor and Placing Agreement" below and will not be capable of rescission or termination by it.
5.               TERMINATION OF THE SPONSOR AND PLACING AGREEMENT
5.1             Numis is entitled, at any time prior to Admission, to terminate the Sponsor and Placing Agreement by giving notice to the Company in certain circumstances, including (but not limited to) if:
5.1.1         in the opinion of Numis (acting reasonably and in good faith), the Company fails to comply with any of its obligations under the Sponsor and Placing Agreement and that failure is, in the opinion of Numis (acting reasonably and in good faith), material in the context of the Sponsor and Placing Agreement;
5.1.2         any warranty given by the Company to Numis is untrue, inaccurate or misleading if it were to be repeated at any time prior to Admission, to the extent that, in the opinion of Numis (acting reasonably and in good faith) such warranty being untrue, inaccurate or misleading would or would be likely to prejudice materially the Company or the Capital Raise;
5.1.3         there has been a breach of any warranty given by the Company to Numis;
5.1.4         a matter or circumstance has arisen which would be likely to give rise to a claim under the indemnity in the Sponsor and Placing Agreement which Numis (acting reasonably and in good faith), considers to be material in the context of the Group taken as a whole or the Capital Raise and Admission; or
5.1.5         there has occurred any material adverse change since the date of the Sponsor and Placing Agreement (whether or not foreseeable at the date of the Sponsor and Placing Agreement).
The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Sponsor and Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Numis of any right of termination or other discretion under the Sponsor and Placing Agreement shall be within the absolute discretion of Numis and that it need not make any reference to Placees and that neither it nor its Affiliates shall have any liability to Placees whatsoever in connection with any such exercise.  Placees will have no rights against Numis, the Company or any of their respective directors or employees (or Affiliates) under the Sponsor and Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
6.               REGISTRATION AND SETTLEMENT
6.1             Settlement of transactions in the Placing Shares (ISIN: GB00BVFD4645) following Admission will take place within CREST using the delivery versus payment mechanism, subject to certain exceptions. Numis reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in Numis' opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in such Placee's jurisdiction.
6.2             Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Numis.
6.3             The Company will deliver the Placing Shares to a CREST account operated by Numis as agent for the Company and Numis will enter its delivery (DEL) instruction into the CREST system. Numis will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
6.4             It is expected that settlement will take place on 8 December 2020 on the basis of the trade date for the Placing Shares being on, or shortly after, 4 December 2020 in accordance with the instructions set out in the contract note.
6.5             Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Numis.
6.6             Each Placee is deemed to agree that, if it does not comply with these obligations, Numis may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Numis' account and benefit (as agent of 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 Numis (as agent of the Company) for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and will be required to bear any stamp duty, stamp duty reserve tax or other stamp, issue, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties relating thereto) which may arise in any jurisdiction upon the sale of such Placee's Placing Shares on its behalf.  By communicating a bid for Placing Shares to Numis, each Placee confers on Numis all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Numis lawfully takes in pursuance of such sale.
6.7             If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation.
6.8             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. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Numis nor the Company shall be responsible for the payment thereof.
6.9             Placees are not entitled to receive any fee or commission in connection with the Placing.
7.               REPRESENTATIONS AND WARRANTIES
7.1             By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Company and Numis (in its capacity as placing agent of the Company in respect of the Placing), in each case as a fundamental term of its application for Placing Shares, that:
7.1.1         it has read and understood this Announcement and the Prospectus in its entirety and its subscription for the Placing Shares is subject to and based on the terms and conditions of the Placing as referred to and included in this Announcement and the Prospectus and undertakes not to redistribute or duplicate this Announcement or the Prospectus;
7.1.2         the Ordinary Shares are admitted to trading on London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with MAR and the rules and practices of London Stock Exchange and/or the FCA (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;
7.1.3         (i) it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current; (ii) none of Numis, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, or will provide it, with any material regarding the Placing Shares in addition to this Announcement or the Prospectus; and (iii) it has not requested  Numis, the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
7.1.4         the content of this Announcement is exclusively the responsibility of the Company and that neither Numis, nor any of its affiliates or any person acting on its behalf, has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
7.1.5         the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement, the Prospectus and any Exchange Information, such information being all it deems necessary to make an investment decision in respect of the Placing Shares, and that it has not received or relied on any information given or any representations, warranties or statements, express or implied, made by, Numis or the Company or any of their Affiliates or any person acting on behalf of any of them or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee) and neither Numis, nor the Company (or any of their respective Affiliates) will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Announcement, the Prospectus and any Exchange Information;
7.1.6         it has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold at such price as Numis determines;
7.1.7         (i) the Placing Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, and may not be offered, sold or transferred, directly or indirectly, into or within the United States absent registration under the Securities Act or an available exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and, in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States; (ii) the Placing Shares are being offered and sold pursuant to Regulation S under the Securities Act or in a transaction exempt from or not subject to the registration requirements of the Securities Act; and (iii) there is no present intention to register any of the Placing  Shares for sale or re-sale under the Securities Act and that no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares; 
7.1.8         it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is a person (or are persons) located outside the United States and is (or are) subscribing for Placing Shares only in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act; 
7.1.9         it is not acquiring Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of "general solicitation" or "general advertising" (within the meaning of Rule 502(c) of Regulation D of the Securities Act); 
7.1.10       it is acquiring the Placing Shares for investment purposes and is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
7.1.11       it: (i) is permitted to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) has fully complied, and will comply, with all such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
7.1.12       it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, Australia, Canada or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada or Japan and may not be offered, sold, taken up, delivered, transferred or acquired, directly or indirectly, within those jurisdictions;
7.1.13       it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business only;
7.1.14       it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so; (ii) it is and will remain liable to the Company and/or Numis for the performance of all of its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person); (iii) it is both an "authorised person" for the purposes of FSMA and a qualified investor acting as agent for such person; and (iv) such person is either (1) a FSMA qualified investor or (2) its "client" (as defined in section 86(2) of FSMA) that has engaged it to act as his agent on terms which enable it to make decisions concerning the Placing or any other offers or transferable securities on his behalf without reference to him
7.1.15       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 and it acknowledges and agrees that this Announcement has not been approved by Numis in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
7.1.16       it is aware of and acknowledges that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
7.1.17       it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any other Member State;
7.1.18       if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, it represents and warrants that: (i) the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State which has implemented the Prospectus Regulation other than Qualified Investors, or in circumstances in which the prior consent of Numis has been given to the offer or resale; or (ii) if Placing Shares will be acquired by it on behalf of persons in any Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
7.1.19       it is aware of and has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti‑Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (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;
7.1.20       in order to ensure compliance with the Regulations, Numis (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Numis or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Numis' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be withheld at Numis', or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Numis (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Numis and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
7.1.21       it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, with all applicable provisions of FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
7.1.22       except as set out in paragraph 7.1.23 below, it has neither received nor relied on any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Placing and is not purchasing Placing Shares on the basis of material non-public information;
7.1.23       if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
7.1.24       time is of the essence as regards its obligations under this Appendix;
7.1.25       the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it acquires Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty at the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability or in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
7.1.26       it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty, stamp duty reserve tax and all other stamp, issue, securities, transfer, registration, execution, documentary or other similar imposts, duties or taxes (including any interest, fines or penalties relating thereto), if any, payable in any jurisdiction on acquisition of any of the Placing Shares or the agreement to acquire the Placing Shares and acknowledges and agrees that none of Numis, the Company, any of their respective Affiliates or any person acting on behalf of them will be responsible for any such liabilities. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and Numis (and any of their respective Affiliates) on an after-tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Numis who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
7.1.27       neither of Numis, nor any of its Affiliates, nor any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
7.1.28       neither of Numis, nor any of its Affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Numis and that Numis has no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Sponsor and Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;
7.1.29       Numis may, and its Affiliates acting as an investor for its or their own account(s) may, acquire and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Numis and/or any of their respective Affiliates acting as an investor for its or their own account(s). Neither Numis nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
7.1.30       these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and all non-contractual or other obligations arising out of or in connection with them, 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 Numis in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
7.1.31       the Company and Numis and their respective Affiliates and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to Numis, on its own behalf and on behalf of the Company, and are irrevocable and it irrevocably authorises each of Numis and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
7.1.32       it irrevocably appoints any duly authorised officer of Numis as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;
7.1.33       it will indemnify on an after-tax basis and hold the Company, Numis 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, undertakings, agreements and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
7.1.34       that in making any decision to acquire the Placing Shares: (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; and (iii) it has relied upon its own examination, due diligence and analysis of the Company and its associates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, Numis, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
7.1.35       to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in this Announcement; and
7.1.36       its commitment to acquire Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.
7.2             The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to the Company and Numis (for itself and on behalf of the Company) and are irrevocable and shall not be capable of termination in any circumstances.
7.3             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 on a subscription for Placing Shares direct from the Company, such Placing Shares should be so registered free from any liability to UK stamp duty or stamp duty reserve tax.  This assumes that the warranty in paragraph 7.1.25 is true and correct. If that is not the case, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Numis 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 Numis in the event that any of the Company and/or Numis has incurred any such liability to UK stamp duty or stamp duty reserve tax. Each Placee should seek its own advice as to whether any such liability to UK stamp duty or stamp duty reserve tax arises and notify Numis accordingly.
7.4             The Company and Numis are not liable to bear any stamp duty, stamp duty reserve tax, or other stamp, issue, securities, transfer, registration, execution, documentary or other similar imposts, duties or taxes (including any interest, fines or penalties relating thereto) arising in any jurisdiction on a sale of Placing Shares subsequent to their acquisition by Placees.
7.5             In addition, Placees should note that they will be liable for any stamp duty, stamp duty reserve tax, and all other stamp, issue, securities, transfer, registration, execution, documentary or other similar imposts, duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
7.6             Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that Numis does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Sponsor and Placing Agreement.
7.7             Each Placee and any person acting on behalf of each Placee, acknowledges and agrees that Numis or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that Numis is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.
7.8             The rights and remedies of Numis and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
7.9             When a Placee or person acting on behalf of the Placee is dealing with Numis, any money held in an account with Numis on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges and agrees that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Numis' money in accordance with the client money rules and will be used by Numis in the course of its own business; and the Placee will rank only as a general creditor of Numis.
7.10           Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
7.11           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. 
7.12           All times and dates in this Announcement may be subject to amendment.  Numis shall notify the Placees and any person acting on behalf of a Placee of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
"Admission" means admission to (a) the premium listing segment of the Official List and (b) trading on the London Stock Exchange's main market for listed securities
"Announcement" means this announcement (including the Appendix to this announcement)
"CREST" means the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited
"EEA" means the European Economic Area
"FCA" means the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA
"FSMA" means the Financial Services and Markets Act of 2000 (as amended)
"Group" means the Company and its subsidiary undertakings and, where the context requires, its associated undertakings
"London Stock Exchange" means London Stock Exchange plc
"Member State" means a member state of the EEA
"New Shares" means the new Shares which the Company will allot and issue pursuant to the Placing, Open Offer, Firm Placing and Warrant Exercise
"Official List" means the Official List of the FCA
"Open Offer" means the conditional invitation to Qualifying Shareholders to subscribe for the New Shares at the Offer Price on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Application Form
"Open Offer Shares" means the 354,598,212 New Shares which may be issued pursuant to the Open Offer
"Ordinary Shares" means the ordinary shares of one penny each in the capital of the Company
"Placee" means any person who shall agree to subscribe for shares pursuant to the Placing
"Placing" means the placing by Numis, as agent of and on behalf of the Company, of any Open Offer Shares not subscribed for under the Open Offer, on the terms and subject to the conditions of the Sponsor and Placing Agreement and this Announcement
"Placing Price" means 10 pence per New Share
"Placing Shares" means the number of Open Offer Shares (if any) not subscribed for under the Open Offer and to be issued pursuant to the Placing
"Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129 and amendments thereto
"Regulation S" means Regulation S under the Securities Act
"Securities Act" means the United States Securities Act of 1933, as amended
"Sponsor and Placing Agreement" means the sponsor and placing agreement dated 16 November 2020 between the Company and Numis in respect of Numis' role as sponsor and placing agent to the Company in connection with the Capital Raise and Admission
"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland
"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia
 
 

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