Kape Technologies - Proposed Placing to raise US$110m to US$200m
13/09/2022 07:00
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RNS Number : 2382Z Kape Technologies PLC 13 September 2022
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, THE HONG KONG SPECIAL ADMINISTRATIVE
REGION OF THE PEOPLE'S REPUBLIC OF CHINA ("HONG KONG") OR IN OR INTO ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES
IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
NEW ZEALAND, HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR
QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION 2014/596/EU. IN ADDITION, MARKET SOUNDINGS WERE
TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
13 September 2022
Kape Technologies plc
("Kape", the "Group" or the "Company")
Proposed Placing to raise US$110m to US$200m
Retail Offer via PrimaryBid
Kape (AIM: KAPE), the digital privacy and security software business,
announces that it intends to raise gross proceeds of US$110 million to US$200
million by means of a placing to institutional investors (the "Placing"), and
an offer to retail investors via the PrimaryBid platform (the "Retail Offer"),
(together the Placing and the Retail Offer are the "Fundraising").
· Proposed Placing to raise gross proceeds of US$110 million to US$200
million at 265 pence per share (the "Placing Price") via the issue of new
ordinary shares of US$0.0001 each (the "Placing Shares"). The Placing Price
represents a discount of 4.6 per cent. to the 30-day volume weighted average
price of the Company's shares to 12 September 2022.
· The Placing will be conducted by way of a bookbuild (the "Bookbuild")
which will be launched immediately following the release of this announcement.
It is envisaged that the Bookbuild will close no later than 6.00 p.m. BST on
Thursday 15 September 2022.
· Unikmind has agreed to subscribe in the Placing for 35,478,149
Placing Shares at the Placing Price (equivalent to c. US$110 million at the
Placing Price).
· In addition to the Placing, retail investors will be offered the
opportunity to participate in the Fundraising through the PrimaryBid platform
pursuant to the Retail Offer. A separate announcement will be made by the
Company regarding the Retail Offer. It is anticipated that the Retail Offer
will open tomorrow, Wednesday 14 September 2022.
Reasons for the Fundraising
· Kape has grown both organically and via acquisitions, deploying over
US$1.25 billion of capital, successfully executing seven acquisitions over the
last five years, to become a leading player in the fast-growing digital
privacy market.
· With global scale, and a track record of successfully integrating and
growing businesses acquired, the Directors believe Kape has significant
opportunities to partner with other businesses operating in the digital
privacy market who can benefit from Kape's technology and leading market
position.
· Ongoing turbulent global market conditions have given rise to a
number of highly attractive potential acquisition opportunities at compelling
valuations which Kape believes could enhance the Group's offering.
· The Director's believe that the Fundraising, together with the
Group's strong free cash flow generation and existing debt facilities of
US$200 million, will significantly enhance Kape's ability to accelerate its
growth through acquisitions.
Kape has a proven M&A track record of successful integration
· Successfully executed and integrated seven acquisitions, enhancing
earnings
· Deployed over US$1.25 billion on M&A in five years
· Recent integration of ExpressVPN, acquired in December 2021,
represents a significant milestone, creating a global privacy platform
· Through a series of acquisitions, Kape has created one of the largest
privacy players in a growing global market:
o Substantial customer base and strong operations
o Profitable and cash generative
o Double digit organic growth
o Premium brands
Kape actively seeking to further expand both market and product reach
· Expand SaaS customer reach, broaden current suite of products and
accelerate go-to market strategy
· Strengthening the Group's balance sheet to fuel additional growth
Currently evaluating a significant pipeline of M&A opportunities
· Favourable market conditions for deal flow
· Buy and build strategy is central to Kape's growth strategy
Details of the Placing
Proposed Placing to raise gross proceeds of US$110 million to US$200 million
at the Placing Price. The Placing Price represents a discount of 4.6 per cent.
to the 30-day volume weighted average price of the Company's shares to 12
September 2022. The Placing will be conducted by way of the Bookbuild which
will be launched with immediate effect following this Announcement in
accordance with the terms and conditions set out in Appendix I. The Placing
Shares are not being made available to the public under the Placing. It is
envisaged that the Bookbuild will close no later than 6.00 p.m. BST on
Thursday 15 September 2022. The results of the Placing will be announced as
soon as practicable after the closing of the Bookbuild. The Placing is not
underwritten.
The Company's majority shareholder, Unikmind Holdings Limited ("Unikmind"),
has entered into an undertaking in favour of the Company (the "Subscription
Agreement") in which it has agreed to subscribe in the Placing for 35,478,149
Placing Shares at the Placing Price (equivalent to c. US$110 million at the
Placing Price based upon an exchange rate of US$1.17:£1.00).
In conjunction with the Placing, the Retail Offer will be made by the Company
on the PrimaryBid platform at the Placing Price. It is anticipated that the
Retail Offer will open tomorrow, Wednesday 14 September 2022.
In the event of excess demand, the Company reserves the right to increase the
size of the Placing in its sole discretion.
Certain of the Company's directors, and certain members of Kape staff, have
communicated their intention to participate in the Placing.
Shore Capital Stockbrokers Limited ("Shore Capital") and Stifel Nicolaus
Europe Limited ("Stifel") are acting as joint bookrunners in respect of the
Placing. Barak Capital Underwriting Ltd ("Barak") is acting as placing agent
in Israel in respect of the Placing.
To bid in the Bookbuild, Placees (as defined below) should communicate their
bid by telephone or in writing to their usual sales contact at Shore Capital
or Stifel, or at Barak for eligible persons based in Israel.
Planned Retail Offer
In conjunction with the Placing, the planned Retail Offer will provide both
new and existing retail investors with an opportunity to participate in the
Fundraising alongside institutional investors. A separate announcement will be
made regarding the Retail Offer and its terms. It is anticipated that the
Retail Offer will open tomorrow, Wednesday 14 September 2022. For the
avoidance of doubt, the Retail Offer is not part of the Placing.
General Meeting
The Company's existing share issuance authorities, reflecting customary
general annual authority limits, are insufficient to allow the issue of the
number of shares which, at the Placing Price, is required for the Placing and
the Retail Offer to raise the minimum gross proceeds of US$110 million. A
General Meeting will therefore be convened to seek shareholders' approval to
the allotment and issue of such shares. It is currently anticipated that the
General Meeting will be convened for 5 October 2022, and it is anticipated
that a circular (containing a notice of general meeting) will be issued on or
around 16 September 2022.
Admission of Shares
Application will be made for the Placing Shares and those shares to be issued
pursuant to the Retail Offer (together the "Fundraising Shares") to be
admitted to trading on the AIM market of London Stock Exchange plc
("Admission"). The Placing and Retail Offer are conditional upon, inter alia,
approval of shareholders being received at the General Meeting to the
allotment and issue of the Fundraising Shares, Admission becoming effective
and the placing agreement between the Company, Shore Capital, Stifel and Barak
not having been terminated. The Fundraising Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
Company's existing issued ordinary shares of US$0.0001 each ("Ordinary
Shares").
Related Party Transaction
Unikmind has entered into the Subscription Agreement in favour of the Company,
details of which are set out above. No underwriting or other fees are payable
to Unikmind under the Subscription Agreement.
Unikmind, as a substantial shareholder in the Company, is a related party, and
the entering into of the Subscription Agreement and Unikmind's associated
participation in the Placing are related party transactions under Rule 13 of
the AIM Rules for Companies (the "AIM Rules"). The independent directors of
Kape (in this instance being Don Elgie, Ido Erlichman, Oded Baskind, David
Cotterell and Martin Blair) consider, having consulted with the Company's
nominated adviser, Shore Capital and Corporate Limited, that the terms of the
Subscription Agreement and Unikmind's associated participation in the Placing
are fair and reasonable insofar as the Company's shareholders are concerned.
Enquiries:
Kape Technologies plc via Vigo Consulting
Ido Erlichman, Chief Executive Officer
Oded Baskind, Chief Financial Officer
Shore Capital (Nominated Adviser, Broker & Joint Bookrunner) +44 (0)20 7408 4090
Toby Gibbs / Mark Percy / James Thomas
Stifel Nicolaus Europe Limited (Joint Broker & Joint Bookrunner) +44 (0) 20 7710 7600
Alex Price / Brad Topchik / Alain Dobkin / Richard Short
Barak Capital (Placing Agent (Israel)) +972 74 7100 700
Tzvika Manes
Vigo Consulting (Financial Public Relations) +44 (0)20 7390 0237
Jeremy Garcia /Kendall Hill
kape@vigoconsulting.com (mailto:kape@vigoconsulting.com)
About Kape
Kape is a leading 'privacy-first' digital security software provider to
consumers. Through its range of privacy and security products, Kape focuses on
protecting consumers and their personal data as they go about their daily
digital lives.
Kape has c.7 million paying subscribers, supported by a team of over 1,000
people across ten locations worldwide. Kape has a proven track record of
revenue and EBITDA growth, underpinned by a strong business model which
leverages our digital marketing expertise.
Through its subscription-based platform, Kape has fast established a highly
scalable SaaS-based operating model, geared towards capitalising on the vast
global consumer digital privacy market.
www.kape.com
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IMPORTANT NOTICES
FORWARD LOOKING STATEMENTS
This announcement includes "forward-looking statements" which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Company's business strategy, plans and
objectives of management for future operations, or any statements proceeded
by, followed by or that include the words "targets", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "would", "could" or similar
expressions or negatives thereof. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors beyond the
Company's control that could cause the actual results, performance or
achievements of the Company to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Company's present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based, unless required to do so by applicable law or the AIM Rules.
US SECURITIES LAW
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
APPENDIX I
FURTHER DETAILS OF THE PLACING
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 OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA ("HONG KONG") OR IN OR INTO ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
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 ONLY AT: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY
THE JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE
EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND INCLUDES
ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "EU PROSPECTUS
REGULATION"); AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EU (WITHDRAWAL ACT) 2018 (THE "UK
PROSPECTUS REGULATION") AND WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED AND IN EACH CASE HAVE BEEN INVITED TO PARTICIPATE IN THE
PLACING BY A JOINT BOOKRUNNER; AND (C) IF IN HONG KONG, PERSONS WHO ARE A
PROFESSIONAL INVESTOR AS DEFINED IN THE SECURITEIS AND FUTURES ORDINANCE (CAP.
571 OF THE LAWS OF HONG KONG) (THE "SECURITIES AND FUTURES ORDINANCE") AND
RULES MADE THEREUNDER (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 QUALIFIED INVESTORS
(IN ANY MEMBER STATE OF THE EEA) OR RELEVANT PERSONS (IN THE UNITED KINGDOM).
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO QUALIFIED INVESTORS (IN
ANY MEMBER STATE OF THE EEA) OR RELEVANT PERSONS (IN THE UNITED KINGDOM) AND
WILL BE ENGAGED IN ONLY WITH QUALIFIED INVESTORS (IN ANY MEMBER STATE OF THE
EEA) OR RELEVANT PERSONS (IN THE UNITED KINGDOM).
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES)
COMES ARE REQUIRED BY THE COMPANY, SHORE CAPITAL, STIFEL AND BARAK 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 OF AMERICA. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES OF AMERICA.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER
TO BUY OR SUBSCRIBE FOR, ORDINARY SHARES TO ANY PERSON TO WHOM, OR IN ANY
JURISDICTION IN WHICH, SUCH OFFER OR SOLICITATION IS UNLAWFUL AND IS NOT FOR
DISTRIBUTION IN OR INTO AUSTRALIA. THE ORDINARY SHARES HAVE NOT BEEN, AND WILL
NOT BE, REGISTERED UNDER ANY APPLICABLE SECURITIES LAWS OF AUSTRALIA. SUBJECT
TO CERTAIN EXCEPTIONS, THE ORDINARY SHARES MAY NOT BE OFFERED FOR SALE OR
SUBSCRIPTION, OR SOLD OR SUBSCRIBED, DIRECTLY OR INDIRECTLY, WITHIN AUSTRALIA
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY NATIONAL, RESIDENT OR CITIZEN OF
AUSTRALIA.
NO PLACEMENT DOCUMENT, PROSPECTUS, PRODUCT DISCLOSURE STATEMENT OR OTHER
DISCLOSURE DOCUMENT HAS BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND
INVESTMENTS COMMISSION ("ASIC") IN RELATION TO THE OFFERING. THIS DOCUMENT
DOES NOT CONSTITUTE A PROSPECTUS, PRODUCT DISCLOSURE STATEMENT OR OTHER
DISCLOSURE DOCUMENT UNDER THE CORPORATIONS ACT 2001 (THE "CORPORATIONS ACT")
AND DOES NOT PURPORT TO INCLUDE THE INFORMATION REQUIRED FOR A PROSPECTUS,
PRODUCT DISCLOSURE STATEMENT OR OTHER DISCLOSURE DOCUMENT UNDER THE
CORPORATIONS ACT. TO THE EXTENT THIS DOCUMENT IS DISTRIBUTED IN AUSTRALIA, IT
IS DISTRIBUTED FOR INFORMATION PURPOSES ONLY.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO
SUBSCRIBE FOR, OR SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY, ORDINARY
SHARES TO ANY PERSON IN AUSTRALIA. ANY OFFER IN AUSTRALIA OF THE ORDINARY
SHARES MAY ONLY BE MADE TO PERSONS (THE "EXEMPT INVESTORS") WHO ARE
"SOPHISTICATED INVESTORS" (WITHIN THE MEANING OF SECTION 708(8) OF THE
CORPORATIONS ACT), "PROFESSIONAL INVESTORS" (WITHIN THE MEANING OF SECTION
708(11) OF THE CORPORATIONS ACT) OR OTHERWISE PURSUANT TO ONE OR MORE
EXCEPTIONS CONTAINED IN SECTION 708 OF THE CORPORATIONS ACT SO THAT IT IS
LAWFUL TO OFFER THE ORDINARY SHARES WITHOUT DISCLOSURE TO INVESTORS UNDER
CHAPTER 6D OF THE CORPORATIONS ACT.
THE ORDINARY SHARES APPLIED FOR BY EXEMPT INVESTORS IN AUSTRALIA MUST NOT BE
OFFERED FOR SALE IN AUSTRALIA FOR A PERIOD OF 12 MONTHS AFTER THE DATE OF
ALLOTMENT UNDER THE PLACING, EXCEPT IN CIRCUMSTANCES WHERE DISCLOSURE TO
INVESTORS UNDER CHAPTER 6D OF THE CORPORATIONS ACT WOULD NOT BE REQUIRED
PURSUANT TO AN EXEMPTION UNDER SECTION 708 OF THE CORPORATIONS ACT OR
OTHERWISE OR WHERE THE OFFER IS PURSUANT TO A DISCLOSURE DOCUMENT WHICH
COMPLIES WITH CHAPTER 6D OF THE CORPORATIONS ACT. ANY PERSON ACQUIRING
ORDINARY SHARES MUST OBSERVE SUCH AUSTRALIAN ON-SALE RESTRICTIONS.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE OFFERED TO INVESTORS IN
SWITZERLAND UNDER AN EXEMPTION TO PREPARE AND PUBLISH A PROSPECTUS PURSUANT TO
THE SWISS FINANCIAL SERVICES ACT ("FINSA"), BECAUSE THE SECURITIES ARE ONLY
OFFERED TO PROFESSIONAL INVESTORS AS DEFINED UNDER FINSA AND BECAUSE SUCH
SECURITIES WILL NOT BE ADMITTED TO TRADING ON ANY TRADING VENUE IN
SWITZERLAND. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS PURSUANT TO
FINSA AND NO SUCH PROSPECTUS HAS BEEN OR WILL BE PREPARED FOR OR IN CONNECTION
WITH THE OFFERING OF THE SECURITIES.
MEMBERS OF THE GENERAL PUBLIC IN ISRAEL ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE
ONLY ADDRESSED TO AND DIRECTED TO PERSONS IN ISRAEL WHO ARE LISTED IN THE
FIRST SCHEDULE OF THE ISRAELI SECURITIES LAW - 1968 ("RELEVANT ISRAELI
PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT SUCH RELEVANT ISRAELI
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE IN ISRAEL ONLY TO AND WILL BE ENGAGED IN ONLY WITH SUCH
RELEVANT ISRAELI PERSONS.
THIS ANNOUNCEMENT HAS NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN HONG
KONG AND IT HAS NOT BEEN, AND WILL NOT BE, REGISTERED AS A PROSPECTUS UNDER
THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF
THE LAWS OF HONG KONG, THE "CWUMPO"), NOR HAS IT BEEN AUTHORISED BY THE
SECURITIES AND FUTURES COMMISSION PURSUANT TO THE SECURITIES AND FUTURES
ORDINANCE. ACCORDINGLY, THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
OFFERED OR SOLD IN HONG KONG, BY MEANS OF ANY DOCUMENT OTHER THAN (I) TO
'PROFESSIONAL INVESTORS' (AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE
AND RULES MADE THEREUNDER) OR (II) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT
IN THE DOCUMENT BEING A 'PROSPECTUS' AS DEFINED IN THE CWUMPO OR WHICH DO NOT
CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE CWUMPO.
NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE PLACING SHARES HAS
BEEN OR WILL BE ISSUED, OR HAS BEEN OR WILL BE IN THE POSSESSION OF ANY PERSON
FOR THE PURPOSE OF ISSUE, IN HONG KONG OR ELSEWHERE THAT IS DIRECTED AT, OR
THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF
HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG
KONG) OTHER THAN WITH RESPECT TO PLACING SHARES THAT ARE OR ARE INTENDED TO BE
DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO PROFESSIONAL
INVESTORS (AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE AND RULES MADE
THEREUNDER). NO PERSON TO WHOM PLACING SHARES ARE ISSUED MAY SELL, OR OFFER TO
SELL, SUCH PLACING SHARES IN CIRCUMSTANCES THAT AMOUNT TO AN OFFER TO THE
PUBLIC IN HONG KONG WITHIN SIX MONTHS FOLLOWING THE DATE OF ISSUE OF SUCH
PLACING SHARES.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION
OF AN OFFER TO BUY OR SUBSCRIBE FOR PLACING SHARES IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL AND, IN PARTICULAR, IS NOT TO BE
FORWARDED, DISTRIBUTED, MAILED OR OTHERWISE TRANSMITTED IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, SUBJECT TO CERTAIN LIMITED
EXCEPTIONS. THIS DOCUMENT IS NOT TO BE FORWARDED, DISTRIBUTED, MAILED OR
OTHERWISE TRANSMITTED IN OR INTO AUSTRALIA AND ITS RESPECTIVE TERRITORIES AND
POSSESSIONS (TOGETHER, THE "PROHIBITED TERRITORY") OR TO ANY NATIONAL,
RESIDENT OR CITIZEN OF THE PROHIBITED TERRITORY OR TO ANY CORPORATION,
PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANISED UNDER THE LAWS THEREOF, OR TO
ANY PERSONS IN ANY OTHER COUNTRY OUTSIDE THE UK, WHERE SUCH DISTRIBUTION,
FORWARDING OR TRANSMISSION MAY LEAD TO A BREACH OF ANY LEGAL OR REGULATORY
REQUIREMENT. NO ACTION HAS BEEN TAKEN BY SHORE CAPITAL, STIFEL, BARAK, THE
COMPANY NOR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF
THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OR ANY OTHER
PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE
ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS RECEIVING THIS DOCUMENT ARE
REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
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 THE
PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND
INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING
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 Japanese Ministry of Finance or the
South African Reserve Bank; 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 Canada, Japan, New Zealand or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Canada, Japan, New Zealand, the
Republic of South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Sourcebook (the "UK Product Governance Requirements") and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of: (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in the FCA Handbook Conduct of Business
Sourcebook); and (ii) eligible for distribution through all distribution
channels as are permitted by 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 offer. In all circumstances the Joint Bookrunners and Barak
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 the
FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with end target market of: (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. In all
circumstances the Joint Bookrunners and Barak will only procure investors who
meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual 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 the Placing Parties (as defined below)
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 a Joint Bookrunner or Barak
confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the 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
Qualified Investor, Relevant Person or Relevant Israeli Person (in each case
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 has today entered into the Placing Agreement with Shore Capital
and Corporate Limited ("SCC") (the Company's Nominated Adviser), Shore Capital
Stockbrokers Limited ("SCS", together with SCC "Shore Capital") and Stifel
Nicolaus Europe Limited ("Stifel") (Stifel, together with SCS, the "Joint
Bookrunners" and, together with SCC the "Placing Parties") and Barak Capital
Underwriting Ltd ("Barak") as the Company's placing agent in respect of
the Israel element of the Placing only , under which the Joint Bookrunners
and Barak have, on the terms and subject to the conditions set out therein,
undertaken to use their reasonable endeavours to procure subscribers for the
Placing Shares. It is expected that the Placing will raise US$100 million to
US$200 million in gross proceeds. The Placing is not underwritten by the
Placing Parties. The Placing Shares are expected to be issued on or around 6
October 2022. The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank pari
passu in all respects with the existing Ordinary Shares, including the right
to receive all dividends and other distributions (if any) declared, made or
paid on or in respect of Ordinary Shares after the date of issue of the
Placing Shares.
The net proceeds raised through the Placing are intended to be used for the
purposes disclosed in this announcement.
The Placing Shares will trade on AIM under the trading symbol "KAPE" with
ISIN: IM00BQ8NYV14.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Admission for the Placing Shares is expected
to become effective and dealings in such shares are expected to commence at
8.00 a.m. on or around 6 October 2022 ("Admission"). In any event, the latest
date for Admission is 28 October 2022 (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 Placees or by
Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Placing are as follows:
1. The Joint Bookrunners and Barak are arranging the Placing as agents for,
and brokers to, the Company.
2. The Placing Price is 265 pence per Placing Share. The number of Placing
Shares to be issued will be determined by the Company (in consultation with
the Joint Bookrunners) following completion of a bookbuilding exercise by the
Joint Bookrunners and Barak (the "Bookbuild"). The results of the Bookbuild
will be released through a Regulatory Information Service following the
completion of the Bookbuild. The Joint Bookrunners and Barak shall be entitled
to effect the Placing by such alternative method to the Bookbuild as they may,
in their absolute discretion determine, following consultation with the
Company.
3. To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at Shore Capital or
Stifel or at Barak (for Relevant Israeli Persons). Each bid should state the
number of Placing Shares which the prospective Placee wishes to acquire at the
Placing Price. Bids may be scaled down or not accepted by the Joint
Bookrunners in their absolute discretion.
4. The Bookbuild is expected to close no later than 6:00 p.m. on 15
September 2022 but may be closed earlier or later at the discretion of the
Joint Bookrunners. The Joint Bookrunners and Barak may, in agreement with the
Company, accept bids received after the Bookbuild has closed.
5. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by the Joint
Bookrunners or Barak. The Joint Bookrunners and Barak are entitled (but under
no obligation) to participate in the Placing as principal.
6. Following the close of the Bookbuild for the Placing, each Placee's
allocation will be confirmed to Placees orally, or in writing (which can
include email), by a Joint Bookrunner or Barak and a trade confirmation or
contract note will be dispatched as soon as possible thereafter. The relevant
Joint Bookrunner's or Barak'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 the Joint Bookrunners, Barak 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 the relevant Joint Bookrunner's or
Barak's consent, such commitment will not be capable of variation or
revocation.
7. Each Placee's allocation will, unless otherwise agreed between the Placee
and the relevant Joint Bookrunner or Barak, be evidenced by a trade
confirmation or contract note issued to each such Placee by a Joint
Bookrunner. 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 the relevant Joint
Bookrunner's consent, will not be capable of variation or revocation from the
time at which it is issued.
8. Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Joint Bookrunner or Barak (as agent for the
Company), to pay to that Joint Bookrunner or Barak (or as that Joint
Bookrunner or Barak 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.
9. The allocation of the Placing Shares to Placees located in the United
States of America shall be conditional on the execution by each such Placee of
an investor representation letter (each an "Investor Representation Letter")
in the form provided to it.
10. Except as required by law or regulation, no press release or other
announcement will be made by the Placing Parties, Barak or the Company using
the name of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
12. All obligations of the Placing Parties and Barak under the Placing will
be subject to fulfilment of the conditions referred to below "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
Financial Conduct Authority and of other relevant regulatory bodies, none of
the Placing Parties or Barak nor any of their respective 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 the Placing Parties, Barak and their respective affiliates shall have no
liability to the Placees for the failure of the Company to fulfil those
obligations. In particular, none of the Placing Parties nor Barak nor any of
their respective affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Placing Parties'
or Barak's conduct of the Placing or of such alternative method of effecting
the Placing as the Placing Parties, Barak and the Company may determine.
Conditions of the Placing
The Placing Parties' and Barak's obligations under the Placing Agreement in
respect of, amongst other things, the Placing are conditional on, inter alia:
1. the release of this Announcement to a Regulatory Information Service by
no later than 4.45 p.m. on 13 September 2022;
2. application having been made by or on behalf of the Company for Admission
to the London Stock Exchange not later than 8.00 a.m. on 3 October 2022;
3. the publication of an announcement communicating the results of the
Placing not later than 4.45 p.m. on 16 September 2022 (or such other time
and/or date as agreed by the Company and the Joint Bookrunners);
4. the passing of the Resolutions at the General Meeting without any
amendment not approved by the Joint Bookrunners;
5. the delivery by the Company to the Placing Parties of certain documents
required under the Placing Agreement;
6. the Company having complied with its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
Admission;
7. none of the warranties given in the Placing Agreement being untrue,
inaccurate or misleading in any material respect at any time between the date
of the Placing Agreement and Admission, and no matter having arisen prior to
Admission which might reasonably render any of the warranties untrue or
inaccurate or misleading in any material respect if it was repeated as at
Admission;
8. the Subscription Agreement having been duly executed and not having been
terminated in accordance with its terms prior to the execution by the Placing
Parties and the Company of the Placing Results Agreement (as defined in the
Placing Agreement);
9. the allotment of the Placing Shares, conditional only upon admission of
such Ordinary Shares to trading on AIM, in accordance with the Placing
Agreement;
10. the Company and/or the Joint Bookrunners not having become aware of:
10.1 any new material factor, mistake or inaccuracy in relation to the
information contained in this Announcement having arisen such that the Company
is or may be required to issue a notification pursuant to Rule 11 of the AIM
Rules or which is otherwise material or required to make the statements in
this Announcement not misleading in any material respect;
10.2 any matter which is or might be material in the context of any
assumption or other matter relevant to any forecast or statement about the
prospects of the Company in this Announcement; or
10.3 any matter which indicates that a significant change or new matter in
respect of the Company has or might have occurred before Admission;
11. admission of the Placing Shares to trading on AIM becoming effective in
accordance with Rule 6 of Part 1 the AIM Rules not later than 8.00 a.m. on 6
October 2022 or such later date as may be agreed in writing between the
Company and the Joint Bookrunners, but in any event not later than 8.00 a.m.
on the Long Stop Date; and
12. the Placing Agreement not having been terminated by the Placing Parties.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Joint Bookrunners by the respective time or date where specified (or such
later time or date as the Joint Bookrunners may notify to the Company); (ii)
any of such conditions becomes incapable of being fulfilled; or (iii) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect thereof.
The Joint Bookrunners may, at their discretion and upon such terms as they
think fit, waive, or extend the period for, compliance by the Company with the
whole or any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
The Company shall not be obligated to allot any Placing Shares to any Placees
in the United States of America unless it has received an executed Investor
Representation Letter from each such Placee attesting to certain factual
representations, warranties and acknowledgements, in a form satisfactory to
the Company.
None of the Placing Parties, Barak, 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 (or any of them) may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any condition to the Placing nor for
any decision they may make as to the satisfaction of any condition or in
respect of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute discretion of the
Placing Parties and Barak.
Right to terminate the Placing Agreement
Each of the Placing Parties is entitled to terminate the Placing Agreement and
cease to participate in the Placing by giving notice to the Company in certain
circumstances, including, inter alia, if before Admission:
1. it shall have come to the notice of the Company or any Placing Party
that:
1.1 any statement contained in this announcement or certain other documents
is or has become untrue, incorrect or misleading, or there shall have occurred
any significant new factor relevant to any of the foregoing;
1.2 the Company has failed to comply with its obligations under FSMA, MAR,
the Isle of Man Companies Act 2006, the AIM Rules or the Prospectus Regulation
Rules;
1.3 there has been a breach of any of the Warranties or other obligations of
the Company under the Placing Agreement; or
1.4 there has been an event or matter on or after the date of the Placing
Agreement and before Admission which if it had occurred or arisen at an
earlier date would have rendered any of the Warranties (except for certain
warranties relating to the Target Group) untrue or incorrect,
and, such event would, in the opinion of any Placing Party, have a materially
adverse effect on the Placing;
2. any event or omission has occurred which in the opinion of any Placing
Party is or might reasonably be expected to be materially adverse to the
financial position or business or prospects of the Company or the Placing;
3. any change in national or international, financial, monetary, economic,
political or stock market conditions (including any suspension or material
limitation in the trading of securities generally on the London Stock
Exchange's market for listed securities or in commercial banking, securities
settlement or clearance services in the United Kingdom) has occurred which in
the opinion of any Placing Party is or might reasonably be expected to be
materially adverse to the Company or to the Placing; or
4. any incident of terrorism has occurred which in the opinion of any
Placing Party is or might reasonably be expected to be materially adverse to
the Company or the Placing or the outbreak of hostilities involving the United
Kingdom or the declaration by the United Kingdom of a national emergency or
war.
If any Placing Party ceases to participate in the Placing, the other Placing
Parties may, at their discretion and by notice to the Company, elect either to
continue with the Placing or to terminate the Placing Agreement. 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
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the
Placing Parties and Barak of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Placing Parties and Barak and that the Placing Parties and Barak need not make
any reference to Placees in this regard and that neither the Placing Parties,
Barak nor any of their affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will 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 or any other regulatory
authority in relation to the Placing, and 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 via 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, the Placing Parties or Barak or any other person
and none of the Placing Parties, Barak, 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 the Placing Parties, Barak, 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 any of the Placing Parties or Barak 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.
Lock-up Arrangements
The Company has agreed in the Placing Agreement that, between the date of the
Placing Agreement and 31 December 2022, it will not, without the prior
written consent of the Placing Parties (such consent not to be unreasonably
withhold or delayed), offer, issue, sell or otherwise dispose of (or announce
intention of doing so) any Ordinary Shares (or any interest therein or in
respect thereof) or any other securities exchangeable for or convertible into,
or carrying rights to acquire other shares of the Company, or enter into any
derivative transaction that has the economic effect of such sale, transfer or
disposition, whether settled in cash or otherwise, save for the allotment and
issue of Ordinary Shares pursuant to the Placing, obligations to issue shares
that have been previously announced and the grant and exercise of options or
the issue of Ordinary Shares pursuant to the exercise of options or warrants
pursuant to any employee incentive share schemes.
By participating in the Placing, Placees agree that the exercise by the
Placing Parties of any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the lock-up
provisions under the Placing Agreement shall be within the discretion of the
Placing Parties 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 Placing 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 the relevant Joint
Bookrunner or Barak in accordance with the standing CREST settlement
instructions which they have in place with such Joint Bookrunner or Barak.
Settlement of transactions in the Placing Shares following Admission will take
place within CREST provided that, subject to certain exceptions, the Placing
Parties and Barak reserve the right to require settlement for, and delivery
of, the Placing Shares (or a portion thereof) to Placees by such other means
that they may respectively deem 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 Placing Shares will be on 6 October 2022
unless otherwise notified by the Placing Parties and Admission is expected to
occur by 6 October 2022 or such later time as may be agreed between the
Company and the Joint Bookrunners, not being later than the Long Stop Date.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or electronic confirmation in
accordance with the standing arrangements in place with the relevant Joint
Bookrunner or Barak stating the number of Placing Shares to be allocated to it
at the Placing Price, the aggregate amount owed by such Placee to the relevant
Joint Bookrunner, Barak or the relevant sub-agent and settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions that it has in place with the
relevant Joint Bookrunner or Barak. It is expected that such contract note or
electronic confirmation will be despatched on or around 5 October 2022 and
that this will be the trade date.
The Company will deliver the Placing Shares to a CREST account operated by
the relevant Joint Bookrunner or Barak (as appropriate) or their respective
sub-agent, in each case, as agent for and on behalf of the Company and will
enter its delivery (DEL) instruction into the CREST system. 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. It is expected
that settlement will be on 6 October 2022 on a T + 1 basis in accordance
with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners and Barak may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Joint Bookrunners' or Barak's account and benefit
(as agent for the Company), an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will, however, remain
liable and shall indemnify the Joint Bookrunners and Barak on demand for any
shortfall below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax (together
with any interest or penalties) which may arise upon the sale of such Placing
Shares on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Joint Bookrunners and Barak (severally and not
jointly or jointly and severally) such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which any
of the Joint Bookrunners or Barak 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. None of the Placing Parties
nor the Company will be liable in any circumstances for the payment of stamp
duty, stamp duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to each of
the Placing Parties and Barak (in their capacity as agents of the Company) and
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, 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 the Placing Parties or Barak of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of the Placing Parties or Barak and the Placing Parties and Barak need not
have any reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any such right and
each Placee agrees that it has no rights against the Placing Parties, Barak 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 (together with any Investor
Representation Letter, if applicable) represent the whole and only agreement
between it, the Placing Parties, Barak 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 none of the
Company, the Placing Parties, Barak 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 of the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) if in a member
state of the EEA or the UK, it understands that (i) the Placing Shares to be
acquired by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in any member state of the EEA which has implemented the
Prospectus Regulation other than Qualified Investors (as such term is defined
in the EU Prospectus Regulation) in such member state of the EEA or to
Relevant Persons in the United Kingdom or in circumstances in which the prior
consent of the Joint Bookrunners and the Company has been given to the offer
or resale; or (ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or the UK other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation or UK Prospectus Regulation (as applicable) as having
been made to such persons;
7. that neither it nor, as the case may be, its clients expect the Placing
Parties or Barak to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book, and that the Placing
Parties and Barak are not acting for it or its clients, and that the Placing
Parties and Barak will not be responsible for providing the protections
afforded to customers of the Placing Parties or Barak 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 none of the Placing
Parties, Barak nor 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 the
Placing Parties, Barak, 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 none of the Placing Parties, Barak nor the Company nor any of their
respective affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of 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 it and the person(s), if any, for whose account or benefit it is
subscribing for the 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 of America;
13. that it and the person(s), if any, for whose account or benefit it is
subscribing for Placing Shares is, and at the time it subscribes for the
Placing Shares will be either (a) outside the United States of America and
acquiring the Placing Shares in an "offshore transaction" as defined in and
pursuant to Regulation S; or (b) if in the United States of America, a
qualified institutional buyer within the meaning of Rule 144A under the
Securities Act and will have duly executed an Investor Representation Letter
in a form provided to it;
14. that it is not a national or resident of Canada, Australia, New Zealand,
the Republic of South Africa or Japan or a corporation, partnership or other
entity organised under the laws of Canada, Australia, New Zealand, the
Republic of South Africa or Japan and that it will not offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Canada, Australia, New Zealand, the
Republic of South Africa or Japan 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 Canada, Australia, New Zealand, the
Republic South Africa or Japan;
15. 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;
16. 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 of America;
17. 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 the Joint Bookrunners and Barak may
in their discretion determine and without liability to such Placee;
18. 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, the Placing Parties or Barak 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;
19. 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;
20. 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 the relevant Placing Party or Barak;
21. that if in a member state of the EEA, it is a "Qualified Investor"
within the meaning of Article 2(e) of the EU Prospectus Regulation;
22. that if in the United Kingdom, it is a "Qualified Investor" within the
meaning of Article 2(e) of the UK Prospectus Regulation and is also 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;
23. that, unless otherwise agreed by the relevant Joint Bookrunner or Barak,
it is a qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
24. that, unless otherwise agreed by the relevant Joint Bookrunner or Barak,
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;
25. 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;
26. that any money held in an account with the relevant Joint Bookrunner,
Barak (or a nominee for any such person) on its behalf and/or any person
acting on its behalf will not be treated as client money within the meaning of
the rules and regulations of the FCA. Each Placee further acknowledges that
the money will not be subject to the protections conferred by the FCA's client
money rules. As a consequence, this money will not be segregated from the
relevant Joint Bookrunner's, Barak's (or a nominee for any such person's)
money in accordance with such client money rules and will be used by the
relevant Joint Bookrunner or Barak in the course of its own business and each
Placee will rank only as a general creditor of the relevant Joint Bookrunner
or Barak;
27. 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;
28. 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;
29. that if it has received any "inside information" as defined in the EU
Market Abuse Regulation as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR") about the Company or any
securities of the Company in advance of the Placing, it has not: (i) dealt (or
attempted to deal) in the securities of the Company; (ii) encouraged,
recommended, induced or required another person to deal in the securities of
the Company; or (iii) disclosed such information to any person except as
permitted by UK MAR, prior to the information being made publicly available;
30. 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;
31. that it appoints irrevocably any director of the relevant Joint
Bookrunner or of Barak 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;
32. 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, save as previously disclosed to the Placing
Parties;
33. that this Announcement does not constitute a securities recommendation
or financial product advice and that none of the Placing Parties, Barak, nor
the Company has considered its particular objectives, financial situation and
needs;
34. 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;
35. that it will indemnify and hold the Company and the Placing Parties,
Barak 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, the Placing Parties and Barak will rely on the truth
and accuracy of the confirmations, warranties, acknowledgements and
undertakings herein and, if any of the foregoing is or becomes no longer true
or accurate, the Placee shall promptly notify the Placing Parties, Barak and
the Company. All confirmations, warranties, acknowledgements and undertakings
given by the Placee, pursuant to this Announcement (including this Appendix)
are given to all Placing Parties, Barak and the Company and will survive
completion of the Placing and Admission;
36. that time shall be of the essence as regards its obligations pursuant to
this Appendix;
37. 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, the Placing Parties or Barak to provide any
legal, financial, tax or other advice to it;
38. that all dates and times in this Announcement (including this Appendix)
may be subject to amendment and that the Placing Parties or Barak shall notify
it of such amendments;
39. 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 the relevant
Placing Party or Barak such evidence, if any, as to the identity or location
or legal status of any person which the relevant Placing Party or Barak 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 the relevant Placing Party or Barak 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 the relevant Placing Party
or Barak may decide in its absolute discretion;
40. 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;
41. that, in relation to any Placees located in Australia, it is a
"wholesale investor" being a sophisticated or experienced investor meeting the
criteria in sections 708(8) or (10) of the Corporations Act 2001 (the
"Corporations Act") or a "professional investor" (as defined in the
Corporations Act) or does not otherwise require disclosure pursuant to one or
more exemptions contained in section 708 of the Corporations Act so that it is
lawful to offer the Placing Shares without disclosure to investors under
Chapter 6D of the Corporations Act;
42. that it is not acquiring the Placing Shares for the purposes of selling
or transferring them, or granting, issuing or transferring interests in, or
options or warrants over, them, within Australia within the period of 12
months after the date of allotment except in circumstances where disclosure to
investors under Chapter 6D of the Corporations Act would not be required
pursuant to an exemption under section 708 of the Corporations Act or
otherwise or where the offer is pursuant to a disclosure document which
complies with Chapter 6D of the Corporations Act;
43. that, in relation to any Placee located in Switzerland, it is a
professional investor as defined under FINSA;
44. that, in relation to any Placee located in Israel, it is a person who is
listed in the first schedule of the Israeli Securities Law - 1968;
45. that, in relation to any Placee located in Hong Kong, it is a
professional investor as defined under the Securities and Futures Ordinance
and rules made thereunder;
46. that, in relation to any Placee resident in Canada, it is purchasing,
or deemed to be purchasing, as principal and is an accredited investor, as
defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and is a permitted client, as
defined in National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations;
47. 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;
48. 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, the Placing Parties or Barak 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;
49. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to the
relevant Placing Party;
50. that neither the Placing Parties, Barak nor the Company owe any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;
51. that the Joint Bookrunners, Barak or any of their respective affiliates
may, at their absolute discretion, agree to become a Placee in respect of some
or all of the Placing Shares;
52. 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;
53. 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; and
54. that it will not acquire or subscribe for, or procure the acquisition or
subscription of, any new Ordinary Shares offered by the Company on or about
the date hereof on the PrimaryBid platform;
The Company, the Placing Parties, Barak 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 the Placing
Parties and Barak (for their own benefit and, where relevant, the benefit of
any person acting on their behalf) and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Placing Parties or Barak.
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 any of the Placing Parties or Barak
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, the Placing Parties and
Barak in the event that any of the Company and/or any of the Placing Parties
and/or Barak have incurred any such liability to UK stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own advice and
notify the Placing Parties and Barak accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
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 the Placing Parties or Barak or by any of their respective
affiliates or agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents 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 Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by 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, the
Placing Documents.
Pursuant to the General Data Protection Regulation as domesticated into UK law
by virtue of the European Union (Withdrawal) Act 2018 and implemented in the
UK by the Data Protection Act 2018 ("GDPR") the Company and/or the Placing
Parties may hold personal data (as defined in the GDPR) relating to past and
present shareholders. Personal data may be retained on record for a period
exceeding six years after it is no longer used. The Company and/or the Placing
Parties and/or Barak will only process such information for the purposes set
out below (collectively, the "Purposes"), being to: (a) process its personal
data to the extent and in such manner as is necessary for the performance of
their obligations under the contractual arrangements between them, including
as required by or in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money laundering checks
on it; (b) communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares; (c) provide
personal data to such third parties as the Company and/or the Placing Parties
and/or Barak may consider necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares or as the GDPR may
require, including to third parties outside the EEA; and (d) without
limitation, provide such personal data to their respective affiliates for
processing, notwithstanding that any such party may be outside the EEA; and
(e) process its personal data for the Company's and/or each Placing
Party's and/or Barak's internal administration.
By becoming registered as a holder of Placing Shares, each Placee acknowledges
and agrees that the processing by the Company and/or the Placing Parties
and/or Barak of any personal data relating to it in the manner described above
is undertaken for the purposes of: (a) performance of the contractual
arrangements between them; and (b) to comply with applicable legal
obligations. In providing the Company and/or the Placing Parties and/or Barak
with information, it hereby represents and warrants to each of them that it
has notified any data subject of the processing of their personal data
(including the details set out above) by the Company and/or the Placing
Parties and/or Barak and their respective affiliates and group companies, in
relation to the holding of, and using, their personal data for the Purposes.
Any individual whose personal information is held or processed by a data
controller: (a) has the right to ask for a copy of their personal information
held; (b) to ask for any inaccuracies to be corrected or for their personal
information to be erased; (c) object to the ways in which their information is
used, and ask for their information to stop being used or otherwise
restricted; and (d) ask for their personal information to be sent to them or
to a third party (as permitted by law). A data subject seeking to enforce
these rights should contact the relevant data controller. Individuals also
have the right to complain to the UK Information Commissioner's Office about
how their personal information has been handled.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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