REG - Inspiration Health - Proposed Placing and Subscription of £2.5m
26/06/2024 07:15
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RNS Number : 8666T Inspiration Healthcare Group PLC 26 June 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN AN INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON FOR THE SALE OR SUBSCRIPTION FOR THE SECURITIES IN INSPIRATION
HEALTHCARE GROUP PLC IN ANY JURISDICTION IN WHICH SUCH INVITATION,
SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION OR SALE WOULD BE UNLAWFUL
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT
AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN
MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS
ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION
RELATING TO THE COMPANY AND ITS SECURITIES.
Inspiration Healthcare Group plc
Proposed Placing and Subscription of £2.5m
Inspiration Healthcare Group plc (AIM: IHC) ("Inspiration Healthcare", the
"Company" or, together with its subsidiary undertakings, the "Group"), the
global medical technology company pioneering specialist neonatal intensive
care medical devices, today announces a proposed conditional placing of
17,321,430 new ordinary shares of 10 pence each ("Ordinary Shares") in the
capital of the Company (the "Placing Shares") at a price of 14 pence per
Placing Share (the "Issue Price") to raise gross proceeds of approximately
£2.4 million (the "Placing").
The Placing Shares represent approximately 25.4 per cent. of the existing
issued ordinary share capital of the Company (the "Existing Ordinary Shares")
and the Issue Price represents a discount of approximately 42.9 per cent. to
the closing mid-market price of 24.5 pence per Existing Ordinary Share on
25June 2024, being the latest practicable date prior to the publication of
this Announcement.
In addition, certain of the Directors and senior management, intend to
participate by way of a direct subscription with the Company of new Ordinary
Shares (the " Subscription" and together with the Placing, the "Fundraising").
It is intended that the Subscription will comprise approximately £75,000 in
aggregate through the issue of 535,712 new Ordinary Shares (the "Subscription
Shares") at the Issue Price.
It is intended that the Fundraising will result in the Company raising total
gross proceeds of £2.5 million.
RETAIL OFFER
The Company also intends to offer up to 3,571,428 new Ordinary Shares at the
Issue Price (the "Retail Shares") through the Winterflood Retail Access
platform ("WRAP") to raise up to £0.50 million of gross proceeds (the
"Retail Offer" and together with the Fundraising, the "Capital Raising"), to
provide qualifying retail investors in the United Kingdom with an opportunity
to participate alongside the Fundraising. A further announcement will be made
in due course regarding the Retail Offer and its terms. It is expected that
the Retail Offer will launch at 8.00 a.m. on 26 June 2024 and will be open for
applications up to 5.00 p.m. on 27 June 2024. The result of the Retail Offer
is expected to be announced by the Company on or around 27 June 2024. For the
avoidance of doubt, the Retail Offer is in addition to the Fundraising. The
Retail Offer may not be fully subscribed.
Capitalised terms used in this announcement (including the appendices) (this
"Announcement") have the meanings given to them in Appendix 3 to this
Announcement, unless the context provides otherwise.
Liberum Capital Limited ("Liberum") is acting as sole bookrunner (the "Sole
Bookrunner") in connection with the Placing. The Placing Shares are being
offered by way of an accelerated bookbuild (the "Bookbuild"), which will be
launched immediately following this Announcement, in accordance with the terms
and conditions set out in Appendix 3 to this Announcement. The Placing is
not being underwritten.
The timing of the closing of the Bookbuild and the allocation of Placing
Shares to be issued at the Issue Price are to be determined at the discretion
of the Company and the Sole Bookrunner.
A further announcement will be made following the close of the Bookbuild
confirming final details of the Fundraising.
HIGHLIGHTS
· Placing to raise gross proceeds of approximately £2.4 million
through the issue of an aggregate of 17,321,430 new Ordinary Shares at the
Issue Price.
· Intended Subscription to raise gross proceeds of approximately
£75,000 through the issue of an aggregate of 535,712 new Ordinary Shares at
the Issue Price.
· The net proceeds of the Fundraising (being approximately £2.3
million) are expected to be utilised to reduce net debt and provide additional
liquidity headroom.
· Conditional on completion of the Fundraising, the Company will be
able to make further draw downs of the full remaining undrawn amount of the
RCF without HSBC's consent, subject only to ongoing covenant compliance,
including a monthly minimum liquidity level of £1.5 million.
· The Capital Raising is conditional upon, among other things, the
resolutions (the "Resolutions") required to implement the Capital Raising
being duly passed by Shareholders at the general meeting proposed to be held
on 22 July 2024 (the "General Meeting").
· A circular, containing further details of the Capital Raising and the
notice of general meeting (the "Circular"), together with the proxy form, will
be posted to Shareholders in due course and will be made available on the
Company's website at www.inspirationhealthcaregroup.com
(http://www.inspirationhealthcaregroup.com) .
· The net proceeds of the Retail Offer will be used to further reduce
net debt.
For more information contact:
Inspiration Healthcare Group Plc Tel: +44 (0)330 175 0000
Roy Davis, Executive Chairman and Interim CEO
Alan Olby, Chief Financial Officer
Liberum Capital Limited (Nomad and Broker) Tel: 020 3100 2000
Phil Walker, Richard Lindley, Will King,
Joshua Borlant
Walbrook PR Ltd Tel: 020 7933 8780 or
inspirationhealthcare@walbrookpr.com
Anna Dunphy Mob: 07876 741 001
Stephanie Cuthbert Mob: 07796 794 663
Louis Ashe-Jepson Mob: 07747 515 393
ABOUT INSPIRATION HEALTHCARE
Inspiration Healthcare (AIM: IHC) designs, manufactures and markets pioneering
medical technology. Based in the UK, the Company specialises in neonatal
intensive care medical devices, which are addressing a critical need to help
to save the lives and improve the outcomes of patients, starting with the very
first breaths of life.
The Company has a broad portfolio of its own products and complementary
distributed products, for use in neonatal intensive care designed to support
even the most premature babies throughout their hospital stay. Its own branded
products range from highly sophisticated capital equipment such as ventilators
for life support through to single-use disposables.
The Company sells its products directly to hospitals and healthcare providers
in the UK and Ireland, where it also distributes a range of advanced medical
technologies for infusion therapy. In the rest of the world the Company has
an established network of distribution partners around the world giving access
to more than 75 countries.
The Company operates in the UK from its Manufacturing and Technology Centre in
Croydon, South London and in the USA from its facility in Melbourne, Florida.
Further information on Inspiration Healthcare can be found at
www.inspirationhealthcaregroup.com
BACKGROUND TO AND REASONS FOR THE TRANSACTION
As announced by the Company on 31 January 2024, a £3.5 million export order
that was due to be received before the 2024 financial year end was, and
continues to be, anticipated, albeit the Board expects to receive the order in
the financial year ending 31 January 2025. In expectation of the order, the
Company had deployed cash into working capital to fulfil the order and
consequently net debt was higher than anticipated at the period end and
continues to be so.
The Company was granted covenant waivers by its lender, HSBC Bank plc ("HSBC")
in respect of the 31 January 2024 and 30 April 2024 covenant test dates. For
the latest waiver granted by HSBC, alternate covenants were agreed until 31
January 2025 with HSBC's consent required for any further drawdowns on the
Revolving Credit Facility ("RCF").
In light of the outstanding export order and related covenant waiver and
conditions, the Company announced in its trading update on 1 May 2024 that it
was investigating alternate financing options.
As such, the Company is now seeking to raise approximately £2.5 million by
way of the Fundraising to reduce net debt and provide additional liquidity
headroom.
HSBC FACILITIES
The Company has a total of £15.0 million of debt facilities with HSBC, of
which £9.5 million was drawn at 17 June 2024, comprising:
· an RCF with HSBC of £10.0 million, of which £6.5 million was drawn;
and
· an invoice financing facility of £5.0 million, of which £3.0
million was drawn.
HSBC has agreed that, conditional on completion of the Fundraise, the Company
will be able to access the full RCF and therefore able to make further
drawdowns without HSBC's consent, subject to ongoing covenant compliance
including a monthly minimum liquidity level of £1.5 million. The EBITDA
covenants have been reset at a lower level up to and including the 31 January
2025 test dates in order to give the Company greater headroom.
BOARD CHANGES
Neil Campbell stepped down as CEO on 30 May 2024, becoming a Non-executive
Director and a consultant to the Company as a Global Advocate supporting key
relationships and business development opportunities.
Roy Davis became Executive Chairman and Interim CEO on 30 May 2024, having
joined the Board in January 2024. Roy brings a wealth of commercial experience
in medical devices companies and has a proven track record of successfully
scaling companies and delivering substantial value for shareholders. His
expertise includes delivering sales growth strategies, transforming business
operations, enhancing operational efficiency, and increasing productivity to
yield higher profits. He has held leadership positions at a number of
publicly quoted med tech companies, including as Non-Executive Chair at Medica
Group plc, a leading UK teleradiology company until its acquisition by IK
partners for £269 million in 2024. He was also CEO of Optos plc, a leading
retinal imaging device manufacturer from 2008 to 2016 until its sale to Nikon
for US$400 million in 2015 and CEO of Gyrus Group plc, a leader in minimally
invasive surgery and visualisation, until its acquisition by Olympus
Corporation in 2008 for US$1.9 billion.
RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
The Company announced through the Regulatory News Service earlier today its
unaudited preliminary results for the financial year ended 31 January 2024.
These are available at: https://inspirationhealthcaregroup.com/investors/rns/.
CURRENT TRADING AND OUTLOOK
While there have been challenges beyond the Company's control presented by
volatility in the international markets it serves, it continues to be robustly
positioned in a stable global long term growth sector with a best-in-class
product portfolio.
The Board is actively executing its growth strategy to increase its presence
in more stable markets, most notably North America, where the recent
acquisition of Airon provides a suite of complementary products and a
ready-made platform to grow. This strategic move not only aims to mitigate the
impact of short-term market volatility, but also will be a key growth driver
for the Company over the medium term.
The Board continues to review the Group's structure and operations to ensure
they support the cost effective implementation of the Group's strategy.
While revenues are expected to be second half weighted for the financial year
ending 31 January 2025, current trading and the revenue pipeline provide
confidence in meeting management's expectations.
DETAILS OF THE PLACING
The Company intends to raise gross proceeds of approximately £2.4 million by
means of the Placing. The Placing Shares will represent approximately 25.4 per
cent. of the Existing Ordinary Shares on 25 June 2024, the latest practicable
date prior to the publication of this Announcement.
The Sole Bookrunner's obligations under the Placing Agreement in respect of
the Placing are conditional, inter alia, upon:
(i) the Placing Agreement becoming unconditional in all respects
(save for any condition relating to Admission) and not having been terminated
in accordance with its terms prior to Admission;
(ii) the passing of the Resolutions at the General Meeting; and
(iii) Admission becoming effective by no later than 8.00 a.m. on 23
July 2024 (or such later time and/or date (being no later than 8.00 a.m. on
the Long Stop Date) as the Sole Bookrunner and the Company may agree).
If any of the conditions above are not satisfied, the Placing Shares will not
be issued.
The Placing Shares are not subject to clawback. The Placing is not being
underwritten.
The Placing Shares will be issued free of all liens, charges and encumbrances
and will, when issued, be fully paid, and rank pari passu in all respects with
the Existing Ordinary Shares, including the right to receive dividends and
other distributions declared, paid or made after the date of their issue.
Subject to, inter alia, the passing of the Resolutions, application will be
made to the London Stock Exchange, by means of the Application, for the
admission of the Placing Shares and the Subscription Shares to trading on AIM.
Admission is expected to occur and dealings are expected to commence in the
Placing Shares and the Subscription Shares at 8.00 a.m. on 23 July 2024. If
Admission does not occur, then the Company will not receive the relevant net
proceeds in respect of Admission and the Company may not be able to finance
the activities it intends to utilise the net proceeds of the Placing for, as
described in this Announcement, and may have to seek additional funding.
DETAILS OF THE SUBSCRIPTION
The Company intends to raise gross proceeds of approximately £75,000 by means
of the Subscription. The following Directors and senior management have
indicated an intention to subscribe for New Ordinary Shares in the following
amounts and pursuant to the Subscription Agreements, following this
announcement:
Director Existing beneficial shareholding New Ordinary Shares indicated will be subscribed for Shareholding on completion of the Capital Raising** Shareholding as a percentage of the Enlarged Issued Share Capital**
Roy Davis - 178,571 178,571 0.20%
Neil Campbell* 4,424,262 71,428* 4,495,690 5.01%
Liz Shanahan 35,000 142,857 177,857 0.20%
Simon Motley 4,111,628 107,142 4,218,770 4.71%
Laura Edwards - 35,714 35,714 0.04%
*To be gifted to his children
** assuming that the Subscribers commit to subscribe for New Ordinary Shares
as they have indicated
If the relevant Directors and senior management commit to subscribe for New
Ordinary Shares as they have indicated, the Subscription Shares will
represent approximately 0.79 per cent. of the Existing Ordinary Shares on 25
June 2024, the latest practicable date prior to the publication of this
Announcement.
USE OF PROCEEDS
The aggregate net proceeds after costs related to the Fundraising are expected
to be approximately £2.3 million. The net proceeds of the Fundraising will be
used to reduce net debt and will provide significant liquidity headroom.
The net proceeds of the Retail Offer will be used to further reduce net debt.
EFFECTS OF THE CAPITAL RAISING
Upon Admission, the Enlarged Issued Share Capital is expected to be 89,663,372
Ordinary Shares. The New Ordinary Shares will represent approximately 23.9 per
cent. of the Enlarged Issued Share Capital.
The Directors have concluded that proceeding with the Capital Raising is the
most suitable option available to the Company for raising additional funds
through the issue of the New Ordinary Shares and that issuing the New Ordinary
Shares at a discount is fair and reasonable so far as all existing
Shareholders are concerned. The Issue Price has been set by the Sole
Bookrunner, after consultation with the Company, following their assessment of
market conditions and following discussions with a number of institutional
investors.
GENERAL MEETING
At the annual general meeting of the Company held on 27 June 2023 (the "2023
AGM"), certain resolutions were passed by Shareholders which granted the
Directors the authority to allot, on a non-pre-emptive basis, Ordinary Shares
up to an aggregate nominal amount of £682,348 (being approximately 10 per
cent. of the issued share capital of the Company as at the date of the 2023
AGM).
Given the limit on the Company's allotment authorities, the Capital Raising
will only be implemented if the new shareholder authorities being sought
pursuant to the Resolutions are duly passed at the General Meeting.
Set out at the end of the Circular is the Notice of the General Meeting to be
held on 22 July 2024, at which the Resolutions will be proposed.
If any Resolution is not passed by the Shareholders at the General Meeting,
the Capital Raising will not proceed. The Resolutions can be summarised as
follows:
· Resolution 1 - this will be proposed as an ordinary resolution
(requiring a simple majority of votes in favour) and seeks the approval of
Shareholders to authorise the Directors to allot the New Ordinary Shares in
connection with the Capital Raising; and
· Resolution 2 - this will be proposed as a special resolution
(requiring the approval of at least 75 per cent. of the votes cast) and seeks
the approval of Shareholders to authorise the Directors to dis-apply
pre-emption rights in connection with the allotment of the New Ordinary Shares
in connection with the Capital Raising. This authority is being sought to
allow the Directors to issue New Ordinary Shares on a non pre-emptive basis in
connection with the Capital Raising.
IMPORTANT NOTICES
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. 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 the Sole Bookrunner nor any of their
respective associates, directors, officers or advisers undertakes any
obligation 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.
Liberum is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and is acting exclusively for the Company and no
one else in connection with the Placing or any other matters referred to in
this Announcement, and Liberum will not be responsible to anyone (including
any Placees) other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
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 the Sole Bookrunner or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Capital Raising will not
be admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
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, 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 paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The 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 Sole
Bookrunner 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
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in 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, the Sole Bookrunner 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 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Capital Raising 26 June 2024
Announcement of Retail Offer 26 June 2024
Fundraising Results Announcement 26 June 2024
Retail Offer Results Announcement 27 June 2024
Expected date of the Circular and of the posting of the Circular, Application 28 June 2024
Forms and Forms of Proxy
Latest time and date for receipt of completed Forms of Proxy and receipt of 19 July 2024
electronic proxy appointments via CREST
General Meeting 22 July 2024
Results of the General Meeting expected to be announced through a Regulatory 22 July 2024
Information Service
Expected date for Admission and commencement of dealings in the Placing Shares 8.00 a.m. on 23 July 2024
and any Subscription Shares
Expected date on which CREST accounts to be credited with Placing Shares and As soon as possible following Admission
Subscription Shares in uncertificated form
Expected date for despatch of definitive share certificates in respect of Within 14 days of Admission
Placing Shares and Subscription Shares to be issued in certificated form
Long Stop Date 8.00 a.m. on 23 August 2024
Notes:
(1) References to times in this Announcement are to London time (unless
otherwise stated).
(2) Each of the times and dates above are indicative only and are subject
to change. If any of the above times and/or dates change, the revised times
and/or dates will be notified by the Company to the Shareholders by
announcement through a Regulatory Information Service.
(3) Admission and the commencement of dealings in the New Ordinary Shares
on AIM are conditional on, inter alia, the passing of the Resolutions at the
General Meeting.
APPENDIX 2
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW OR REGULATION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED SOLELY AT PERSONS: IN THE UNITED KINGDOM WHO
ARE (A) "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) TO THE EXTENT THAT IT FORMS
PART OF ENGLISH LAW, INCLUDING AS RETAINED, AMENDED, EXTENDED, RE-ENACTED OR
OTHERWISE GIVEN EFFECT PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(AS AMENDED) AND REGULATIONS MADE UNDER THAT ACT (THE "UK PROSPECTUS
REGULATION"); AND (B) WHO ARE IN ADDITION: (I) "INVESTMENT PROFESSIONALS"
WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); AND (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
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY
AND LIBERUM TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
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 FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE 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, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF 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 DISPOSAL OF 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 Fundraising Shares have not been, nor will they
be, registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
South Africa. Accordingly, the Fundraising Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as it
forms part of English law ("MiFID II"); and (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, as it
forms part of English law (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 Fundraising Shares have been subject to a product approval
process, which has determined that the Fundraising Shares are: (i) compatible
with an end target market of: (a) retail investors; (b) investors who meet the
criteria of professional clients; and (c) eligible counterparties (each as
defined in MiFID II); and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Fundraising Shares may decline and
investors could lose all or part of their investment; the Fundraising Shares
offer no guaranteed income and no capital protection; and an investment in the
Fundraising 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 offer.
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
Fundraising Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Fundraising Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this Appendix
or this Announcement of which it forms part should seek appropriate advice
before taking any action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with Liberum and the Company to be bound by
these terms and conditions as being the terms and conditions upon which
Placing Shares will be issued or acquired. A Placee shall, without limitation,
become so bound if Liberum confirms orally or in writing 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 Placing Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has been invited
to participate in the Placing and on whose behalf a commitment to subscribe
for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Company and Liberum have entered into a Placing Agreement, under which
Liberum has, on the terms and subject to the conditions set out therein,
undertaken to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price. It is expected that the Placing will
raise £2,425,000 in gross proceeds. The Placing is not being underwritten by
Liberum or any other person and Liberum is not obliged to subscribe for any
Placing Shares or any other shares in the capital of the Company, nor is
Liberum under an absolute obligation to procure any person to subscribe for
any Placing Shares nor is any part of the Placing subject to clawback from the
Retail Offer.
The Placing Shares are expected to be issued on or around 23 July 2024. The
Placing Shares will, when issued, be subject to the articles of association of
the Company, be credited as fully paid and will rank pari passu in all
respects with the Existing 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.
The Placing Shares will trade on AIM under IHC with ISIN GB00BXDZL105.
Application for admission to trading of the Fundraising Shares
Application will be made to the London Stock Exchange for the Fundraising
Shares to be admitted to trading on AIM. Admission for the Fundraising Shares
is expected to become effective and dealings in such shares are expected to
commence at 8.00 a.m. on or around 23 July 2024 (the "Admission"). In any
event, the latest date for Admission is 23 August 2024 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to the Placees
or by the Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Placing are as follows:
1. Liberum is arranging the Placing as agent,
broker, nominated adviser and sole book runner for the Company. Liberum is
regulated by the FCA, is acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the matters described in this Announcement.
2. The number of Placing Shares to be issued will
be agreed between Liberum and the Company following completion of a book
building exercise by Liberum (the "Bookbuild"). The results of the Bookbuild
will be released through a Regulatory Information Service following the
completion of the Bookbuild.
3. The Bookbuild is expected to close no later
than 4:30 p.m. on 26 June 2024 but may be closed earlier or later at the
discretion of Liberum and Liberum may, in agreement with the Company, accept
bids received after the Bookbuild has closed.
4. Participation in the Placing is only available
to persons who are lawfully able to be, and have been, invited to participate
by Liberum. Liberum is entitled (but not obligated) to participate in the
Placing as principal.
5. To bid in the Bookbuild, prospective Placees
should communicate their bid by telephone to their usual sales contact at
Liberum. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Placing Price. Bids may be
scaled down by Liberum on the basis referred to paragraph 7 below.
6. Each Placee's allocation has been or will be
confirmed to the Placees orally, or in writing (which can include email), by
Liberum and a trade confirmation or contract note has been or will be
dispatched as soon as possible thereafter. Liberum's oral or written
confirmation will give rise to an irrevocable, legally binding commitment by
that person (who at that point becomes a Placee), in favour of Liberum and the
Company, under which it agrees to acquire by subscription the number of
Placing Shares allocated to it at the Placing Price and otherwise on the terms
and subject to the conditions set out in this Appendix and in accordance with
the Company's articles of association. Except with Liberum's prior written
consent, such commitment will not be capable of variation or revocation.
7. Subject to paragraphs 3 and 5 above, Liberum
may choose to accept or reject bids, either in whole or in part, on the basis
of allocations determined at their discretion (in consultation with the
Company) and may scale down any bids for this purpose on such basis as they
may determine. Liberum may also, notwithstanding paragraphs 3 and 5 above,
subject to the prior consent of the Company: (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid after that
time; and (ii) allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
8. Each Placee's allocation will, unless otherwise
agreed between the Placee and Liberum, be evidenced by a trade confirmation or
contract note issued to each such Placee by Liberum. The terms and conditions
of this Announcement (including this Appendix) will be deemed to be
incorporated in that trade confirmation, contract note or such other
confirmation and will be legally binding on the Placee on behalf of which it
is made and except with Liberum's prior written consent will not be capable of
variation or revocation from the time at which it is issued.
9. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to Liberum (as agent for the
Company), to pay to Liberum (or as Liberum may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to acquire and the Company has agreed to allot
and issue to that Placee.
10. Except as required by law or regulation, no press
release or other announcement will be made by Liberum 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 Liberum 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 under 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 Liberum nor any of its Affiliates 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. Each Placee acknowledges and agrees
that the Company is responsible for the allotment of the Placing Shares to the
Placees and Liberum and its Affiliates shall have no liability to the Placees
for the failure of the Company to fulfil those obligations. In particular,
neither Liberum nor any of its Affiliates shall have any liability (including
to the extent permissible by law, any fiduciary duties) in respect of
Liberum's conduct of the Placing.
CONDITIONS OF THE PLACING
Liberum's obligations under the Placing Agreement in respect of the Placing
are conditional on, inter alia:
15. the Placing Results Announcement having been
released by no later than 8.00 a.m. on the Business Day immediately following
the date of this Announcement (or such later date as the Company and Liberum
may agree);
16. none of the warranties or undertakings given in
the Placing Agreement being or having become untrue, inaccurate or misleading
at any time before Admission, and no fact or circumstance having arisen which
would constitute a breach of any of the warranties or undertakings given in
this Agreement on the dates on which they are given or which would constitute
a Specified Event;
17. the Placing Agreement not having been terminated
prior to Admission;
18. Admission occurring by not later than 8.00 a.m. on
23 July 2024 (or such later date as the Company and Liberum may agree, in any
event being not later than the Long Stop Date),
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived in
accordance with the Placing Agreement within the stated time periods (or such
later time or date as Liberum may notify to the Company (being not later than
the Long Stop Date)); or (ii) any of such conditions becomes incapable of
being fulfilled (subject to Liberum not exercising its rights to waive or
extend the time for fulfilment of such condition), 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.
Liberum may, in its absolute discretion waive or extend the time for
fulfilment of all or any condition contained in the Placing Agreement (to the
extent that Liberum is capable of waiving such condition) by notice in writing
to the Company save that such time shall not be extended beyond the Long Stop
Date.
For the avoidance of doubt, termination or withdrawal of the Subscription or
the Retail Offer shall not impact or prejudice the Placing. However,
termination or withdrawal of the Placing (by termination of the Placing
Agreement) will equally result in termination of the Retail Offer.
Neither Liberum, the Company nor any of their respective Affiliates 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 Liberum.
RIGHT TO TERMINATE THE PLACING AGREEMENT
Liberum is entitled to terminate the Placing Agreement at any time prior to
Admission by giving notice to the Company in the circumstances as set out
below:
1. any of the conditions contained in the Placing
Agreement which is not waived (if capable of waiver), is not satisfied or
becomes incapable, for any reason, of being satisfied or in the reasonable
opinion of Liberum is unlikely to be satisfied before Admission;
2. any of the warranties contained in the Placing
Agreement: (a) was not true or accurate, or was misleading when given or
deemed given; or (b) at any time if they were to be repeated or deemed
repeated (by reference to the facts and circumstances then existing) would no
longer be true and accurate, or would be misleading; or
3. any event has arisen which, in the opinion of
Liberum, acting in good faith, has given or could reasonably be expected to
give rise to a claim under any of the indemnities set out in the Placing
Agreement;
4. the Company has failed to comply with its
obligations under this Agreement, the Companies Act, FSMA, UK MAR, the AIM
Rules, the Takeover Code, the Financial Services Act 2012 or any other
applicable law or regulation which Liberum has, in good faith, deemed
material;
5. any statement contained in the Placing
Documents (as defined in the Placing Agreement) has become or been discovered
to be untrue, inaccurate or misleading in any material respect or it is
discovered that there has been an omission from the Placing Documents which
Liberum has, in good faith, deemed material;
6. there shall have been, occurred, happened or
come into effect any event or omission which (in the opinion of Liberum,
acting in good faith) materially and adversely affects the financial position
and/or prospects of the Group, or which (in the opinion of Liberum, acting in
good faith) is or will be or is likely to be materially prejudicial to the
Group or to materially and adversely affect the Group, the Placing or
Admission or to the subscription for the Placing Shares by the Placees;
7. there shall have occurred any outbreak of
hostilities on a political or military level, terrorist attack, or any
material adverse change in national or international financial, monetary,
economic, political, environmental, social or stock market conditions which
(in the opinion of Liberum, acting in good faith) is or will be or is likely
to be materially prejudicial to the Group or to the Placing or Admission;
8. there having occurred or, it being reasonably
likely that there will occur, a general moratorium on commercial banking
activities in London declared by the relevant authorities or a material
disruption in commercial banking or securities settlement or clearance
services in the United Kingdom;
9. the appointment of Liberum as agent, broker,
nominated adviser and sole book runner of the Company for the purposes of the
Placing is terminated for any reason; or
10. the Group's situation is such that Admission and
the Placing may (in the opinion of, Liberum acting in good faith) be
detrimental to the ordinary operation or reputation of AIM.
If the Placing Agreement is terminated prior to Admission then the Placing
will not occur.
The rights and obligations of the Placees will not be subject to termination
at any time or in any circumstances, other than set out in the section
entitled "Conditions of the Placing" above. By participating in the Placing,
the Placees agree that the exercise by Liberum of any right of termination or
other discretion under the Placing Agreement shall be within the absolute
discretion of Liberum and that Liberum need not make any reference to the
Placees in this regard and that neither Liberum nor any of its Affiliates
shall have any liability to the 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 be offered in such a way as to
require the publication of an admission document or prospectus in the United
Kingdom or any equivalent document 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 the Placees' commitments will be made solely on the
basis of the information contained in this Announcement (including this
Appendix) and the business and financial information that the Company is
required to publish in accordance with the AIM Rules (the "Exchange
Information") or has published through a Regulatory Information Service
("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 neither received
nor relied on any other information (other than the Exchange Information
and/or Publicly Available Information), representation, warranty, or statement
made by or on behalf of the Company or Liberum or any other person and neither
Liberum, 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 Liberum, 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 Liberum 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.
RESTRICTION ON FURTHER ISSUE OF SHARES
The Company has undertaken to Liberum that, the Company will not, except with
the prior written consent of Liberum, on or after the date of the Placing
Agreement and before the date falling 90 days after Admission or (if earlier)
the termination of Liberum's obligations under the Placing Agreement: (i)
issue, offer, pledge, sell, contract to sell, grant any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend or otherwise transfer or dispose of, directly or
indirectly, any Ordinary Shares (or any legal or beneficial interest therein
or right in respect thereof) or other shares (or any legal or beneficial
interest therein or right in respect thereof) in the capital of the Company or
any securities convertible into or exchangeable for Ordinary Shares or other
shares in the capital of the Company; or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of Ordinary Shares or other shares in the
capital of the Company, whether any such transaction described in (i) or (ii)
is to be settled by delivery of Ordinary Shares or other shares in the capital
of the Company or such other securities, in case or otherwise; or the issuance
of the Subscription Shares pursuant to the Subscription Agreement or the
issuance of the Retail Shares pursuant to the Retail Offer;
By participating in the Placing, Placees agree that the exercise by Liberum of
any power to grant consent to the undertaking by the Company of a transaction
which would otherwise be subject to the restrictive provisions on further
issuance under the Placing Agreement shall be within the absolute discretion
of Liberum and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Fundraising Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within the system
administered by Euroclear UK & International Limited ("CREST"). 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 Liberum in accordance
with the standing CREST settlement instructions which they have in place with
Liberum.
Settlement of transactions in the Placing Shares (ISIN: GB00BXDZL105)
following Admission will take place within CREST provided that, subject to
certain exceptions, Liberum reserves the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to the 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 of the Fundraising Shares will be on 23 July
2024 unless otherwise notified by Liberum and Admission is expected to occur
by 23 July 2024 or such later time as may be agreed between the Company and
Liberum, not being later than the Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Liberum may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for
Liberum'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 Liberum 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 Liberum such authorities and powers
necessary to carry out any such sale and agrees to ratify and confirm all
actions which Liberum 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 any 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 Liberum 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. The 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) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to Liberum
(for itself 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 or purchase of 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 the shares in the capital of the Company
are admitted to trading on AIM, and the Company is therefore required to
publish 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 that it is able to obtain or access such Exchange
Information without undue difficulty and is able to obtain access to such
information or comparable information concerning any other publicly traded
company without undue difficulty;
3. that its obligations are irrevocable and
legally binding and shall not be capable of rescission or termination by it in
any circumstances;
4. that the exercise by Liberum of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of Liberum and Liberum 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 Liberum or the Company, or any of their respective officers, directors
or employees, under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties Act) 1999;
5. that these terms and conditions represent the
whole and only agreement between it, Liberum 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, the Exchange Information 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, Liberum nor any of their respective officers, directors or employees
will have any liability for any such other information, representation or
warranty, express or implied;
6. 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
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 the United Kingdom other than
Qualified Investors or in circumstances in which the prior consent of Liberum
have been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in the United Kingdom other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
7. that neither it nor, as the case may be, its
clients expect Liberum 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 Sourcebook, and that Liberum is not
acting for it or its clients, and that Liberum will not be responsible for
providing the protections afforded to customers of Liberum or for providing
advice in respect of the transactions described herein;
8. 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 neither Liberum or the Company nor any of their respective
Affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available Information; nor
has it requested Liberum, 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;
9. 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;
10. that neither Liberum or 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 this Announcement or the Publicly Available Information;
11. that it and the person(s), if any, for whose
account or benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S;
12. that, unless specifically agreed with Liberum, 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 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 and it will not reoffer, resell, pledge or
otherwise transfer the Placing Shares except pursuant to an exemption from 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, the Republic of South Africa or a corporation,
partnership or other entity organised under the laws of Australia, Canada,
Japan or the Republic of South Africa and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the Placing
Shares in Australia, Canada, Japan, the Republic of South Africa or to or for
the benefit of any person resident in Australia, Canada, Japan or the Republic
of South Africa and each Placee acknowledges that the relevant exemptions are
not being obtained from the Securities Commission of any province of Canada,
that no document has been or will be lodged with, filed with or registered by
the Australian Securities and Investments Commission or Japanese Ministry of
Finance and that the Placing Shares are not being offered for sale and may not
be, directly or indirectly, offered, sold, transferred or delivered in or into
Australia, Canada, Japan or the Republic South Africa;
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;
16. that it (and any person acting on its behalf) will
make payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as
Liberum may in its discretion determine and without liability to such Placee;
17. 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 Liberum 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;
18. 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;
19. 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 this Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by Liberum;
20. that 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
(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;
21. that, unless otherwise agreed by Liberum, it is a
"qualified investor" (as defined in section 86(7) of FSMA);
22. that, unless otherwise agreed by Liberum, 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;
23. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA;
24. 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;
25. that any money held in an account with Liberum (or
its nominees) 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 Liberum (or its nominee) money in
accordance with such client money rules and will be used by Liberum in the
course of its own business and each Placee will rank only as a general
creditor of Liberum;
26. 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 Disclosure Guidance and Transparency
Rules published by the FCA;
27. 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;
28. that it will not deal or cause or permit any other
person to deal in all or any of the Placing Shares which it is subscribing for
and/or purchasing under the Placing unless and until Admission becomes
effective;
29. that it appoints irrevocably any director or duly
authorised officer of Liberum 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;
30. that, as far as it is aware it is not acting in
concert (within the meaning given in The City Code on Takeovers and Mergers)
with any other person in relation to the Company;
31. that this Announcement does not constitute a
securities recommendation or financial product advice and that neither Liberum
nor the Company has considered its particular objectives, financial situation
and needs;
32. 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;
33. that it will indemnify and hold the Company,
Liberum 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 Liberum 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 Liberum and the Company. All confirmations, warranties,
acknowledgements and undertakings given by the Placee, pursuant to this
Announcement (including this Appendix) are given to Liberum for itself and on
behalf of the Company and will survive completion of the Placing and
Admission;
34. that time shall be of the essence as regards
obligations pursuant to this Appendix;
35. 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
Liberum to provide any legal, financial, tax or other advice to it;
36. that all dates and times in this Announcement
(including this Appendix) may be subject to amendment and that Liberum shall
notify it of such amendments;
37. that: (i) it has complied with its obligations
under the Criminal Justice Act 1993, Part VIII of 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; 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; (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, 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 Liberum such evidence, if any, as to the identity or location or
legal status of any person which Liberum 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 Liberum 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 and/or purchased by it or at its
direction pursuant to the Placing being reduced to such number, or to nil, as
Liberum may decide in its absolute discretion;
38. that it will not make any offer to the public of
those Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA pursuant to
Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);
39. 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 stockbroker 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;
40. that it acknowledges that the Placing is
conditional upon, amongst other things, the passing of the Resolutions to be
set out in the Notice of General Meeting granting the directors of the Company
the authority to allot and issue relevant securities and therefore that
Admission may not occur;
41. 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 Liberum 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;
42. 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 Liberum;
43. that Liberum owes no fiduciary or other duties to
any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
44. that Liberum or any of its respective Affiliates
may, at their absolute discretion, agree to become a Placee in respect of some
or all of the Placing Shares;
45. that no prospectus, admission document or other
offering document has been or will be prepared in connection with the Placing
and it has not received and will not receive a prospectus, admission document
or other offering document in connection with the Placing or the Placing
Shares; and
46. 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, Liberum 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 Liberum for themselves
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 Liberum.
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 Liberum 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 Liberum in the event that any of the Company and/or
Liberum 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 Liberum accordingly.
In addition, the 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.
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 Liberum 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.
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
Act the Companies Act 2006, as may be amended from time to time
Admission the admission of the Fundraising Shares issued pursuant to the Fundraising to
trading on AIM becoming effective in accordance with the AIM Rules
AIM the market of that name operated by the London Stock Exchange
AIM Application the application made by the Company to the London Stock Exchange for Admission
in the form required by the AIM Rules
AIM Rules the AIM Rules for Companies published by the London Stock Exchange governing
admission to and trading on AIM, as may be amended from time to time
Announcement means this announcement (including the Appendix to this announcement)
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
Capital Raising the Placing, Subscription and Retail Offer
certificated or in certificated form the description of a share or security which is not in uncertificated form
(that is, not in CREST)
Circular the circular to be sent to the shareholders of the Company containing, inter
alia, information relating to the Fundraising and which also incorporates a
notice convening the General Meeting;
Company Inspiration Healthcare Group Plc, a company incorporated in England and Wales
with company number 03587944 and having its registered office at Unit 7/8
Commerce Park, Commerce Way, Croydon, England, CR0 4YL
CREST the relevant systems for the paperless settlement of trades in securities and
the holding of uncertificated securities operated by Euroclear in accordance
with the CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including
(i) any enactment or subordinate legislation which amends or supersedes those
regulations and (ii) any applicable rules made under those regulations for the
time being in force
Euroclear Euroclear UK & International Limited, the operator of CREST
Existing Shares the ordinary shares of 68,234,802 each in the capital of the Company in issue
as at the date of this Announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as amended from time to time,
including any regulations made pursuant thereto
Fundraising together the Placing, the Subscription and the Retail Offer
Fundraising Shares the Placing Shares, Subscription Shares and Retail Offer Shares
General Meeting the general meeting of the Company to be convened on 22 July 2024 at which the
Resolutions will be proposed, notice of which will be set out at the end of
the Circular
Group the Company, together with its subsidiaries and subsidiary undertakings from
time to time
HSBC HSBC Bank plc
ISIN International Securities Identification Number
Liberum Liberum Capital Limited, a company incorporated in England and Wales with
company number 05912554 and having its registered office at Ropemaker Place,
Level 12, 25 Ropemaker Street London EC2Y 9LY, acting as the Company's broker
in relation to the Placing
Notice of General Meeting the notice of General Meeting to be set out at the end of the Circular
Ordinary Shares ordinary shares of £0.10 each in the capital of the Company
Placees persons who agree to subscribe for Placing Shares at the Placing Price
Placing the conditional placing of the Placing Shares on the terms and subject to the
condition of the Placing Agreement
Placing Agreement the Placing Agreement dated 26 June 2024 between: (1) the Company; and (2)
Liberum relating to the Placing
Placing Price £0.14 per Placing Share
Placing Results Announcement the regulatory announcement in the agreed form, to be issued through the
Regulatory Information Service, giving details of the results of the Placing
together with the number of Placing Shares and the Placing Price
Placing Shares the 17,321,430 new Ordinary Shares proposed to be allotted and issued by the
Company to Placees
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA, as amended from time to time
Regulation S Regulation S promulgated under the Securities Act
Regulatory Information Service means a regulatory information service as defined in the glossary of terms in
the AIM Rules
Resolutions the resolutions to be proposed at the General Meeting as set out in the Notice
of General Meeting
Retail Investors means certain retail shareholders of the Company who agree conditionally to
subscribe for Retail Shares in the Retail Offer
Retail Offer means the conditional offer by the Company of the Retail Shares at the Placing
Price to Retail Investors, through a platform operated by Winterflood
Retail Shares up to 3,571,428 new Ordinary Shares to be issued by the Company to Retail
Investors at the Placing Price pursuant to the Retail Offer
Securities Act the US Securities Act of 1933, as amended
Specified Event an event occurring or matter arising on or after the date of the Placing
Agreement and before the date of Admission which, if it had occurred before
the date of the Placing Agreement, would have rendered any of the warranties
and undertakings contained in the Placing Agreement untrue, incorrect or
misleading
Subscribers persons procured by the Company who in entering into a Subscription Agreement
commit to subscribe for the Subscription Shares at the Placing Price
Subscription proposed subscription by Roy Davis, Neil Campbell, Liz Shanahan, Simon Motley
and Laura Edwards for new Ordinary Shares at the Placing Price
Subscription Agreement the agreements to be entered into between the Company and each of the
Subscribers, pursuant to which the Subscribers agree to purchase the
Subscription Shares
Subscription Shares the 535,712 new Ordinary Shares proposed to be allotted and issued by the
Company to Subscribers
UK MAR the EU Market Abuse Regulation (Regulation (EU) 596/2014) law to the extent
that it forms part of English law, including as retained, amended, extended,
re-enacted or otherwise given effect pursuant to the European Union
(Withdrawal) Act 2018 (as amended) and regulations made under that Act
UK Prospectus Regulation the EU Prospectus Regulation (Regulation (EU) 2017/1129) to the extent that it
forms part of English law, including as retained, amended, extended,
re-enacted or otherwise given effect pursuant to the European Union
(Withdrawal) Act 2018 (as amended) and regulations made under that Act
Winterflood Winterflood Securities Limited
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