REG - Kitwave Group PLC - Capital Raising of up to £31.5 million
24/09/2024 17:00
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RNS Number : 4930F Kitwave Group PLC 24 September 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, 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 ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN KITWAVE GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF KITWAVE GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
24 September 2024
Kitwave Group plc
Acquisition of Creed Catering Supplies Limited
Proposed Placing to raise £31 million
Retail Offer of up to £0.5 million
Kitwave Group plc (AIM: KITW) ("Kitwave", the "Company" and, together with its
subsidiary undertakings, the "Group"), the delivered wholesale business, is
pleased to announce that Kitwave Limited, a subsidiary of the Company, has
agreed to acquire the entire issued share capital of Creed Catering Supplies
Limited ("Creed") from the shareholders of Creed, a leading independent food
wholesaler in the South of England (the "Acquisition"). The initial
consideration payable for the Acquisition is £60.0 million in cash, with up
to a further £10.0 million in cash payable over two years dependent on
certain performance targets being achieved. The consideration is payable in
cash with the initial consideration being financed from an increase in the
Company's banking facilities and from the Capital Raising (as defined below).
The Acquisition is conditional upon the Capital Raising (as defined below) and
the Company will make a separate announcement, in due course, to confirm the
Acquisition status. Completion of the Acquisition ("Completion"), is expected
to occur on or around 27 September 2024, following settlement of the Capital
Raising and conditions being met under the banking facilities.
In order to part finance the initial consideration payable under the
Acquisition, the Company proposes to place 10,163,934 new ordinary shares of
one penny each ("Ordinary Shares") in the capital of the Company (the "Placing
Shares") at a price of 305 pence per Placing Share (the "Issue Price") with
certain institutional and other investors to raise approximately £31.0
million (before expenses) (the "Placing"). The Placing is not conditional upon
the completion of the Acquisition.
Canaccord Genuity Limited ("Canaccord Genuity") is acting as nominated
adviser, sole bookrunner and sole broker in connection with the Capital
Raising. Canaccord Genuity will commence a bookbuilding process in respect of
the Placing immediately following the publication of this Announcement (the
"Bookbuilding Process"). The Placing is being underwritten as to settlement
risk only by Canaccord Genuity.
The Placing will be effected pursuant to the Company's existing shareholder
authorities and therefore is not conditional upon approval by the Company's
shareholders. However, the Board is supportive of the Pre-Emption Group
guidance that encourages companies to consider the inclusion of retail
shareholders when issuing shares non-pre-emptively. The Company therefore
intends to carry out a separate offer (the "Retail Offer") of up to 163,934
new Ordinary Shares (the "Retail Offer Shares" and, together with the Placing
Shares, the "New Ordinary Shares") at the Issue Price to be conducted by
PrimaryBid Limited ("PrimaryBid") on its behalf. A separate announcement will
be made in due course regarding the Retail Offer and its terms. For the
avoidance of doubt, the Retail Offer is not part of the Placing.
It is intended that the Placing and the Retail Offer (together, the "Capital
Raising") will result in the Company raising total gross proceeds of up to
approximately £31.5 million.
A placing agreement has been entered into today between the Company and the
Canaccord Genuity in connection with the Placing (the "Placing Agreement").
The terms and conditions of the Placing are set out in the Appendix (the
"Appendix") to this announcement (such announcement and the Appendix together
being this "Announcement"). The Retail Offer is not subject to the terms and
conditions set out in the Appendix, and instead a separate announcement will
be made shortly regarding the Retail Offer and its terms.
Acquisition highlights
● Creed is a leading independent family-owned Foodservice
Wholesaler, with a range of customers within the leisure, hospitality,
education and the care sectors.
● The Acquisition has an enterprise value of £70.0
million, representing an EV/LTM(1) EBITDA (pre IFRS16) multiple of
approximately 6.9x (approximately 6.4x ex cash acquired). The initial
consideration is £60.0 million, plus a two year earn out structure with
maximum annual payments of £5.0 million.
● Additional consideration of £1.16 million is expected
to be payable under a locked-box mechanism to account for current levels of
working capital in Creed. Accordingly, the maximum consideration payable for
the Acquisition is £71.16 million.
● Creed recorded LTM May 2024 revenues of £130.2 million,
EBITDA of £10.2 million and adjusted operating profit of £8.3 million(2).
Creed reported an audited revenue of £124.2 million, operating profit of
£7.8 million, profit before tax of £7.8 million and net assets of £13.4
million for the financial year ended 31 December 2023 (being the date of the
last filed audited accounts of Creed).
● The Company has agreed to guarantee the obligations of
Kitwave Limited in connection with the Acquisition.
● The Directors believe that the Acquisition has
compelling strategic rationale for the Group, including:
o expected delivery of a significant earnings enhancement;
o a significant increase in the financial scale, with the enlarged Group
expected to achieve pro forma(3) revenue of over £800 million, adjusted
EBITDA of £55 million and adjusted operating profit of £42 million;
o geographic expansion, with tangible buying, operational and financial
synergies; and
o the creation of a fully integrated national delivery network enabling
future organic and acquisitive growth opportunities.
Capital Raising highlights
● Placing to raise £31.0 million (before expenses)
through the issue of 10,163,934 Placing Shares at 305 pence per new Ordinary
Share.
● Retail Offer to raise up to £0.5 million (before
expenses) through the issue of up to 163,934 Retail Offer Shares at 305 pence
per new Ordinary Share.
● The Issue Price represents a discount of approximately
3.9 per cent. to the closing middle market price of 317.5 pence per Ordinary
Share on 23 September 2024, being the latest practicable date prior to the
publication of this Announcement.
● The New Ordinary Shares (assuming full take up of the
New Ordinary Shares pursuant to the Capital Raising) will represent
approximately 14.7 per cent. of the existing issued share capital of the
Company (the "Existing Ordinary Shares").
● The final number of Placing Shares to be placed will be
determined by Canaccord Genuity, in consultation with the Company, at the
close of the Bookbuilding Process and the result will be announced as soon as
practicable thereafter. The timing for the close of the Bookbuilding Process
and the allocation of the Placing Shares will be determined together by
Canaccord Genuity and the Company.
● The Capital Raising is not conditional on approval by
the Company's shareholders ("Shareholders").
● The Placing is subject to the terms and conditions set
out in the Appendix to this Announcement. The Appendix forms part of this
Announcement.
1. Last twelve months to May 2024 ("LTM")
2. Based on Creed management accounts (pre IFRS adjustments) for the last 12
months to May 2024, including vendor due diligence adjustment for
non-recurring shareholder costs and run rate of current expenses.
3. Pro forma 12 months to October 2024 based on consensus market expectations
for Kitwave for the 12 months ending October 2024, plus the LTM as set out in
note 2 above. The current consensus market expectations for Kitwave for the 12
months ending October 2024 are £673.4 million of revenue, £44.7 million of
adjusted EBITDA and £33.8 million of adjusted operating profit. Adjusted for
exceptional (income) / expenses and share based payment expenses.
Ben Maxted, Chief Executive Officer of Kitwave, commented:
"Creed has an exceptional heritage and is one of the UK's leading foodservice
wholesalers, so we are delighted to have reached this agreement which will
extend our Foodservice division.
"Strategically, Creed will significantly expand our geographical presence,
bridging our operations in the North and South and creating a fully integrated
national delivery network. In line with our buy and build strategy, Creed is
also expected to significantly enhance the Group's earnings along with
providing material buying, operational and financial synergies.
"We are looking forward to working with Creed's dedicated and experienced team
and excited to see our Foodservice division continue to go from strength to
strength."
For further information please contact:
Kitwave Group plc Tel: +44 (0) 191 259 2277
Ben Maxted, Chief Executive Officer
David Brind, Chief Financial Officer
www.kitwave.co.uk (http://www.kitwave.co.uk)
Canaccord Genuity Limited Tel: +44 (0) 20 7523 8150
(NOMAD, Sole Broker and Sole Bookrunner)
Bobbie Hilliam
Harry Pardoe
Alex Aylen
Sam Lucas
Yellow Jersey PR Tel: +44 (0) 20 3004 9512
(Financial media and PR)
Charles Goodwin
Shivantha Thambirajah
Bessie Elliot
Acquisition of Creed Catering Supplies Limited and proposed Capital Raising
Information on Creed
Founded in 1972, Creed is one of the UK's leading foodservice wholesalers. The
business is headquartered in Cheltenham with operations in Gloucestershire,
Buckinghamshire and Derbyshire.
Creed has built up a loyal customer base across a variety of sectors including
destination leisure and hospitality, care and education, many of which Creed
has held decade-long relationships. In the financial year ended December 2023,
the top five customers of Creed accounted for approximately 43 per cent. of
revenue.
Creed is a founding member of the Country Range buying group, of which Kitwave
is also a member, from which it sources approximately 50 per cent. of its
products, with the remaining products sourced from national manufacturers,
craft producers and its own butchers and produce range.
Creed recorded LTM May 2024 revenues of £130.2 million, EBITDA of £10.2
million and adjusted operating profit of £8.3 million(4). Creed reported an
audited revenue of £124.2 million, operating profit of £7.8 million, profit
before tax of £7.8 million and net assets of £13.4 million for the financial
year ended 31 December 2023 (being the date of the last filed audited accounts
of Creed). As at 31 May 2024, Creed had unaudited net assets of £15.8 million
including freehold land and buildings of £3.4 million and net cash of £1.5
million.
Strategic rationale for the Acquisition
The Directors believe that the Acquisition has strong strategic rationale for
the Group due to the following reasons:
High-quality management
Creed has long serving entrepreneurial management who share Kitwave's ambition
to grow a national foodservice business of scale.
Geographic expansion
Creed's delivery network footprint compliments Kitwave's existing foodservice
and wider tri temperature network. The Acquisition allows Kitwave to create a
fully integrated national delivery network, while creating further
opportunities to organically grow the enlarged foodservice business.
Financial synergies and opportunities
The Acquisition is expected to deliver financial synergies of not less than
£1.0 million through logistical synergies, improved purchasing power and
identified cost savings.
Enhance further organic growth opportunities
The enlarged national infrastructure, with integrated delivery model, that
Creed brings to Kitwave is expected to bring further organic revenue
opportunities to the enlarged Group.
Financial scale
The enlarged Group based on the LTM Creed management accounts to 31 May 2024
(pre IFRS adjustments)(4) and the financial expectations for Kitwave for the
year ending 31 October 2024(5) would have a combined revenue of over £800
million and adjusted operating profit of over £42 million. Creed will
significantly increase the scale of Kitwave's food service division, therefore
moving forwards the enlarged Group is expected to achieve enhanced operating
margins compared to the past performance of Kitwave on a standalone basis.
Principal terms of the Acquisition
On 24 September 2024, the Group entered into a sale and purchase agreement to
acquire the entire issued share capital of Creed (the "Sale Agreement"). The
consideration for sale comprises £60.0 million in cash, with up to a further
£10.0 million in cash payable over two years dependent on certain performance
targets being achieved. Additional consideration of £1.16 million is expected
to be payable under a locked-box mechanism to account for current levels of
working capital in Creed. Accordingly, the maximum consideration payable for
the Acquisition is £71.16 million.
The Sale Agreement is conditional upon the Company being in receipt of the net
proceeds of the Capital Raising and having met certain conditions precedent
under the Group's banking facilities. The Sale Agreement provides for certain
circumstances whereby the Group may terminate it prior to Completion.
The Sale Agreement contains customary warranties, undertakings and restrictive
covenants for a transaction of this nature.
Completion is expected to occur on or around 27 September 2024, following
settlement of the Capital Raising and the conditions within the Sale Agreement
being met.
In the unlikely event that the Sale Agreement is terminated before Completion,
the Company will retain the net proceeds of the Capital Raising for the
Group's general working capital purposes and/or to finance other acquisition
and investment opportunities that may arise.
Financing of the Acquisition
The initial cash consideration payable under the Acquisition is being financed
by £29.0 million from the Group's banking facilities, with the balance via
the Capital Raising. The Group has in place a Revolving Credit Facility (the
"RCF") and a Confidential Invoice Discounting Facility (the "CID" and together
with the RCF, the "Facilities"). Current drawdown limits on the RCF and the
CID are £20.0 million and £38.0 million respectively.
As part of the Acquisition, the Group will be increasing the draw down limit
on the RCF to £40.0 million and the CID to £55.0 million. The RCF will be
fully drawn on Completion. The CID facility will be drawn as required with the
Group's debtor book being available to draw as part of Completion.
The covenants in the Facilities will remain unchanged as follows:
· Adjusted leverage: net debt (including IFRS 16 lease liabilities) not
to exceed three times the LTM EBITDA. It should be noted that this covenant
allows for the inclusion of pro forma profitability for any acquired Group
companies during the period.
· Interest cover: EBITDA to net finance charges shall not be less than
four times.
Both Facilities will have a four year term, with an ability to extend for one
year thereafter.
The enlarged Group is expected to have average leverage below 2.5x on a pro
forma basis in the financial year ending 31 October 2025, falling to less than
2.0x as at 31 October 2025 (under 1.5x leverage on an ex IFRS16 basis).
Current trading
As announced by the Company on 3 September 2024, the Group remains confident
of delivering financial results in line with consensus market expectations for
the full year ending 31 October 2024(5).
The Company's board of directors (the "Directors" or the "Board") has a
progressive dividend policy that has the intention to pay a total annual
dividend of between 40 per cent. and 50 per cent. of profit after tax. The
Company has historically stated that in years where the Group incurs higher
cash outflows through its investment activity in merger and acquisitions or
infrastructure capital expenditure, the aggregate annual dividend is likely to
be at the lower end of the range. For those years where there is no investment
the annual dividend is likely to be at the higher end of the range.
Due to the Acquisition occurring at the end of the Group's financial year,
Creed's contribution to the enlarged Group's performance for the 12 month
period ending 31 October 2024 will be limited on a reported basis. Further,
the Group will have to recognise the costs of the Acquisition which will
impact the reported profit after tax during the current financial year.
The Board is committed to a progressive dividend and believes it is valued by
both retail and institutional investors. As a consequence the Board recognises
that for the financial year ending 31 October 2024 the Group may pay a total
annual dividend marginally above 50 per cent. of its reported profit after tax
for the financial year in order to maintain the Company's track record since
its IPO of paying a progressive dividend. Further details on the dividend for
the current financial year will be contained in the final financial results of
the Group for the 12 month period ending 31 October 2024 upon publication.
Details of the Capital Raising
Placing
The Company is proposing to raise up to £31.0 million (before commissions,
fees and expenses) by means of the Placing. The Placing Shares will represent
approximately 14.5 per cent. of the Existing Ordinary Shares. The aggregate
net proceeds after costs related to the Placing are expected to be
approximately £29.5 million.
The Appendix sets out further information relating to the Bookbuilding Process
and the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral, electronic or written offer to
acquire Placing Shares, will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be making such
offer on the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, acknowledgements and undertakings
contained in the Appendix.
Canaccord Genuity will commence the Bookbuilding Process immediately following
the publication of this Announcement. The number of Placing Shares to be
issued will be determined at the close of the Bookbuilding Process.
The Company acknowledges that it is seeking to issue new Ordinary Shares in
excess of 10 per cent. of its existing issued ordinary share capital on a
non-pre-emptive basis, in line with its existing authorities. The Board has
chosen this structure to minimise costs and reduce the time to completion of
the Placing, as well as incorporating a Retail Offer alongside the
non-pre-emptive issue to broaden participation in the Capital Raising as a
whole.
The book will open with immediate effect following this Announcement. The
timing of the closing of the Bookbuilding Process and allocations are at the
absolute discretion of Canaccord Genuity and the Company. Details of the
number of Placing Shares will be announced as soon as practicable after the
close of the Bookbuilding Process. The Placing is being underwritten as to
settlement risk only by Canaccord Genuity.
Stephen Smith, Non-Executive Chairman, and Gerard Murray, Non-Executive
Director, intend to participate in the Placing.
Retail Offer (to be conducted via PrimaryBid)
In addition to the Placing, the Board is supportive of the Pre-Emption Group
guidance that encourages companies to consider the inclusion of retail
shareholders when issuing shares non-pre-emptively, the Company therefore
intends to undertake an offer of up to £0.5 million, to be made via the
PrimaryBid platform.
The Company intends to carry out the Retail Offer on the terms to be set out
in a separate announcement to be made by the Company in due course. The Retail
Offer is conditional upon, amongst other things, Admission becoming effective
on or before 8.00 a.m. on 27 September 2024 (or such later time and/or date as
Canaccord Genuity may agree with the Company, being not later than 8.00 a.m.
on 14 October 2024). The Retail Offer may not be fully subscribed and is not
being underwritten. For the avoidance of doubt, the Retail Offer is not part
of the Placing.
Admission, settlement and CREST
Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for admission of the New Ordinary Shares to trading on the AIM
market ("AIM") of the London Stock Exchange ("Admission"). It is expected that
Admission will take place on or before 8.00 a.m. on 27 September 2024 and that
dealings in the New Ordinary Shares on AIM will commence at the same time.
The Placing is conditional upon Admission becoming effective and upon the
Placing Agreement between the Company and Canaccord Genuity not being
terminated in accordance with its terms.
The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.
Following Admission, assuming the full take up of the New Ordinary Shares
pursuant to the Capital Raising, the Company will have 80,438,979 Ordinary
Shares in issue, which would represent an increase of approximately 14.7 per
cent. of the existing issued ordinary share capital of the Company.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
The person responsible for arranging the release of this Announcement on
behalf of the Company is David Brind, Chief Financial Officer of the Company.
4. Based on Creed management accounts (pre IFRS adjustments) for the last 12
months ("LTM") to May 2024, including vendor due diligence adjustment for
non-recurring shareholder costs and run rate of current expenses.
5. The current consensus market expectations for Kitwave for the 12 months
ending October 2024 are £673.4 million of revenue, £44.7 million of adjusted
EBITDA and £33.8 million of adjusted operating profit.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN KITWAVE GROUP PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES. THE NEW
ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE
IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN
OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
New Ordinary Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Canaccord Genuity or any of their
respective affiliates, agents, directors, officers, consultants, partners or
employees ("Representatives") that would permit an offer of the New Ordinary
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Canaccord
Genuity to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the New Ordinary Shares is being made in any such jurisdiction.
All offers of the New Ordinary Shares in the United Kingdom or the EEA will be
made pursuant to an exemption from the requirement to produce a prospectus
under the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate. In the United Kingdom, this Announcement is being directed solely
at persons in circumstances in which section 21(1) of the Financial Services
and Markets Act 2000 (as amended) does not require the approval of the
relevant communication by an authorised person.
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States. The relevant clearances have not been,
nor will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained from
the South African Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the New Ordinary Shares; and the New Ordinary
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 the
United States, Australia, Canada, the Republic of South Africa or Japan.
Accordingly, the New Ordinary Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside the United
Kingdom or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral, electronic or written and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this Announcement in
its entirety, to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in the Appendix. Members of the public are not eligible to take part
in the Placing and no public offering of Placing Shares is being or will be
made.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of the
Company speak only as of the date they are made. Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.
Canaccord Genuity Limited 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 Bookbuilding Process and the
Capital Raising, and Canaccord Genuity 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
Bookbuilding Process or the Capital Raising or any other matters referred to
in this Announcement.
Canaccord Genuity's responsibilities as the Company's nominated adviser under
the AIM Rules for Nominated Advisers are owed solely to the Exchange and are
not owed to the Company or to any director of the Company or to any other
person.
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 Canaccord Genuity or by any of its Representatives 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 Placing Shares to be issued pursuant to the Placing 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 Chapter 3 of the FCA Handbook Product 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 New
Ordinary Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target market
of investors who meet the criteria of retail 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 New Ordinary Shares may decline and investors
could lose all or part of their investment; (b) the New Ordinary Shares offer
no guaranteed income and no capital protection; and (c) an investment in the
New Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, Canaccord Genuity
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 New Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary 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 New Ordinary Shares have been subject to a product approval
process, which has determined that the New Ordinary 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 "EU Target Market
Assessment"). Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New Ordinary Shares
offer no guaranteed income and no capital protection; and an investment in the
New Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, Canaccord
Genuity 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 New Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN KITWAVE GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE
"US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF
THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Canaccord Genuity or any of its Representatives
that would permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material relating to
such Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company and Canaccord Genuity to inform themselves about and to observe
any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.
In the United Kingdom, this Announcement is being directed solely at persons
in circumstances in which section 21(1) of the Financial Services and Markets
Act 2000 (as amended) (the "FSMA") does not require the approval of the
relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained from the South
African Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Bookbuilding Process and the Placing, each Placee will
be deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Canaccord Genuity and the Company that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business; and
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) 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 Canaccord Genuity
has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in the United Kingdom other than 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; and
3. in the case of a Relevant Person in a member state of the
EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the
Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(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 a Relevant State other than Qualified Investors
or in circumstances in which the prior consent of Canaccord Genuity has been
given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in a Relevant State other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons; and
4. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement; and
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix; and
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and any account
referred to in paragraph 4 above) is outside of the United States acquiring
the Placing Shares in offshore transactions as defined in and in accordance
with Regulation S under the Securities Act; and
7. the Company and Canaccord Genuity will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements
and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of (i) the information contained in this
Announcement, (ii) any information publicly announced through a Regulatory
Information Service (as defined in the AIM Rules for Companies (the "AIM
Rules")) by or on behalf of the Company on or prior to the date of this
Announcement and (iii) the business and financial information that the Company
is required to publish in accordance with the AIM Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014 as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
MAR") (together, the "Publicly Available Information") and subject to any
further terms set out in the contract note, electronic trade confirmation or
other (oral or written) confirmation to be sent to individual Placees.
Each Placee, by participating 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 information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of Canaccord Genuity or the Company or any other person and none
of Canaccord Genuity, the Company nor any other person acting on such person's
behalf nor any of their respective Representatives has or shall have any
liability for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. 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. No Placee should consider any information in
this Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Canaccord Genuity has today entered into a Placing agreement (the "Placing
Agreement") with the Company under which, on the terms and subject to the
conditions set out in the Placing Agreement, Canaccord Genuity, as agent for
and on behalf of the Company, has agreed to use its reasonable endeavours to
procure Placees for the Placing Shares. In accordance with the terms of the
Placing Agreement, subject to the execution of the Results Agreement (as
defined in the Placing Agreement) setting out the final number of Placing
Shares, if Placees fail to take up their allocation of Placing Shares at the
Issue Price, Canaccord Genuity agrees to take up such shares and the Company
agrees to allot and issue such shares to Canaccord Genuity, at the Issue Price
and on the terms set out in the Placing Agreement.
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 Ordinary Shares in the capital of the
Company, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Existing Ordinary Shares after the
date of issue of the Placing Shares.
Lock-up
As part of the Placing, the Company has agreed that it will not for a period
of 90 days after (but including) Admission, directly or indirectly, issue,
offer, sell, lend, pledge, contract to sell or issue, grant any option, right
or warrant to purchase or otherwise dispose of any Ordinary Shares (or any
interest therein or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to receive
Ordinary Shares or any substantially similar securities or otherwise enter
into any transaction (including derivative transaction) directly or
indirectly, permanently or temporarily, to dispose of any Ordinary Shares or
undertake any other transaction with the same economic effect as any of the
foregoing or announce an offering of Ordinary Shares or any interest therein
or to announce publicly any intention to enter into any transaction described
above. This agreement is subject to certain customary exceptions and does not
prevent the grant or exercise of options under any of the Company's existing
share incentives and share option schemes, or following Admission the issue by
the Company of any Ordinary Shares upon the exercise of any right or option or
the conversion of a security already in existence.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00 a.m. on 27
September 2024 and that dealings in the Placing Shares on AIM will commence at
the same time.
The Bookbuilding Process
Canaccord Genuity will commence the Bookbuilding Process to determine demand
for participation in the Placing by Placees immediately following the
publication of this Announcement. 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.
Canaccord Genuity and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuilding Process as they may, in their sole
discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1. Canaccord Genuity is acting as bookrunner to the Placing, as agent for and on behalf of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Canaccord Genuity to
participate. Canaccord Genuity and any of its affiliates are entitled to enter
bids in the Bookbuilding Process.
3. The price per Placing Share (the "Issue Price") is fixed at
305 pence and is payable to Canaccord Genuity (as agent for the Company) by
all Placees whose bids are successful. The number of Placing Shares will be
agreed between Canaccord Genuity and the Company following completion of the
Bookbuilding Process. The number of Placing Shares will be announced by the
Company (such announcement being the "Placing Results Announcement") following
the completion of the Bookbuilding Process and the entry into the Placing
Agreement by the Company and Canaccord Genuity.
4. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or email to their usual sales contact at
Canaccord Genuity. Each bid should state the number of Placing Shares which a
Placee wishes to acquire at the Issue Price. Bids may be scaled down by
Canaccord Genuity on the basis referred to in paragraph 9 below. Canaccord
Genuity is arranging the Placing as agent of the Company.
5. The Bookbuilding Process is expected to close on 24
September 2024 subject to the agreement of Canaccord Genuity and the Company.
Canaccord Genuity may, in agreement with the Company, accept bids that are
received after the Bookbuilding Process has closed. The Company reserves the
right (upon agreement of Canaccord Genuity) to reduce or seek to increase the
amount to be raised pursuant to the Placing, in its discretion.
6. Each Placee's allocation will be determined by Canaccord
Genuity in its discretion following consultation with the Company and will be
confirmed to Placees either orally or by email by Canaccord Genuity. Canaccord
Genuity may choose to accept bids, either in whole or in part, on the basis of
allocations determined at its absolute discretion, in consultation with the
Company, and may scale down any bids for this purpose on the basis referred to
in paragraph 9 below.
7. The Company will release the Placing Results Announcement
following the close of the Bookbuilding Process detailing the aggregate number
of the Placing Shares to be issued.
8. Each Placee's allocation and commitment will be evidenced
by a contract note, electronic trade confirmation or other (oral or written)
confirmation issued to such Placee by Canaccord Genuity. The terms of this
Appendix will be deemed incorporated in that contract note, electronic trade
confirmation or other (oral or written) confirmation.
9. Subject to paragraphs 4, 5 and 6 above, Canaccord Genuity
may choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion and may scale down any bids for this
purpose on such basis as it may determine or be directed. Canaccord Genuity
may also, notwithstanding paragraphs 4, 5 and 6 above, subject to the prior
consent of the Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
10. A bid in the Bookbuilding Process will be made on the terms
and subject to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with Canaccord Genuity's
consent will not be capable of variation or revocation after the time at which
it is submitted. Following Canaccord Genuity's oral or written confirmation of
each Placee's allocation and commitment to acquire Placing Shares, each Placee
will have an immediate, separate, irrevocable and binding obligation, owed to
Canaccord Genuity (as agent for the Company), to pay to it (or as it may
direct) in cleared funds an amount equal to the product of Issue 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.
11. Except as required by law or regulation, no press release or
other announcement will be made by Canaccord Genuity 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.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
13. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated on the
basis referred to below under "Termination of the Placing".
14. By participating in the Bookbuilding Process, each Placee
will agree 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.
15. To the fullest extent permissible by law and applicable FCA
rules and regulations, neither:
(a) Canaccord Genuity;
(b) any of its Representatives; nor
(c) to the extent not contained within (a) or (b), any person
connected with Canaccord Genuity as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of Canaccord Genuity),
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither Canaccord Genuity nor any of
its affiliates shall have any liability (including, to the extent permissible
by law, any fiduciary duties) in respect of Canaccord Genuity's conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
Canaccord Genuity and the Company may agree. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the Placing Shares
to the Placees and Canaccord Genuity shall have no liability to the Placees
for any failure by the Company to fulfil those obligations.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note, electronic trade confirmation or other (oral or written)
confirmation which will confirm the number of Placing Shares allocated to
them, the Issue Price and the aggregate amount owed by them to Canaccord
Genuity.
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 Canaccord Genuity
in accordance with either the standing CREST or certificated settlement
instructions which they have in place with Canaccord Genuity.
Settlement of transactions in the Placing Shares (ISIN: GB00BNYKB709)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to occur on 27
September 2024 (the "Settlement Date") in accordance with the contract note,
electronic trade confirmation or other (oral or written) confirmation.
Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing Shares to CREST
or the use of CREST in relation to the Placing, the Company and Canaccord
Genuity may agree that the Placing Shares should be issued in certificated
form. Canaccord Genuity reserves the right to require settlement for the
Placing Shares, and to deliver the Placing Shares to Placees, by such other
means as it deems necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 3 percentage points above the
prevailing base rate of Barclays Bank plc as determined by Canaccord Genuity.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Canaccord Genuity: 805
Expected trade date: 25 September 2024
Settlement date: 27 September 2024
ISIN code for the Placing Shares: GB00BNYKB709
Deadline for Placees to input instructions into CREST: 12.00 p.m. on 26 September 2024
Each Placee is deemed to agree that, if it does not comply with these
obligations, Canaccord Genuity may sell any or all of the Placing Shares
allocated to that Placee on their behalf and retain from the proceeds, for
Canaccord Genuity's own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the Issue Price and for any
stamp duty or stamp duty reserve tax (together with any interest or penalties)
imposed in any jurisdiction which may arise upon the sale of such Placing
Shares on its behalf. By communicating a bid for Placing Shares, such Placee
confers on Canaccord Genuity all such authorities and powers necessary to
carry out such sale and agrees to ratify and confirm all actions which
Canaccord Genuity lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note,
electronic trade confirmation or other (oral or written) 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
United Kingdom stamp duty or stamp duty reserve tax. If there are any
circumstances in which any United Kingdom stamp duty or stamp duty reserve tax
or other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment, issue,
sale, transfer or delivery of the Placing Shares (or, for the avoidance of
doubt, if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer or agreement to transfer Placing Shares), the
Company shall not be responsible for payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Canaccord Genuity under the Placing Agreement are, and the
Placing is, conditional upon, inter alia:
(a) none of the representations, warranties and undertakings on the part of the Company contained in the Placing Agreement being untrue, inaccurate or misleading at the applicable time (being the date on which the Placing Agreement is signed and Admission), by reference to the facts and circumstances then subsisting;
(b) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;
(c) the Company and Canaccord Genuity agreeing the final number of Placing Shares and executing the Results Agreement no later than 5.00 p.m. on the date of this Announcement (or such later time and/or date as Canaccord Genuity may agree with the Company);
(d) the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
(e) Admission having become effective at or before 8.00 a.m. on 27 September 2024 or such later time as Canaccord Genuity may agree with the Company (not being later than 8.00 a.m. on 14 October 2024),
(all conditions to the obligations of Canaccord Genuity included in the
Placing Agreement being together, the "Conditions").
If any of the Conditions are not fulfilled or, where permitted, waived by
Canaccord Genuity in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company and Canaccord
Genuity may agree), or the Placing Agreement is terminated in accordance with
its terms, the Placing will lapse and the Placees' rights and obligations
shall cease and terminate at such time and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose behalf the
Placee is acting) in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees that its
rights and obligations cease and terminate only in the circumstances described
above and under "Termination of the Placing" below and will not be capable of
rescission or termination by it.
Canaccord Genuity may, in its absolute discretion and upon such terms as it
thinks fit, waive fulfilment of all or any of the Conditions in whole or in
part, or extend the time provided for fulfilment of one or more Conditions,
save that certain Conditions including the condition relating to Admission
referred to above may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix.
Canaccord Genuity may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Canaccord Genuity nor any of its affiliates nor the Company shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision any of them may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision any of them
may make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Canaccord Genuity.
Termination of the Placing
Canaccord Genuity may, in its absolute discretion, by notice to the Company,
terminate the Placing Agreement at any time up to Admission if, inter alia, in
the opinion of Canaccord Genuity:
(a) there has been a breach of the warranties given to it;
(b) there has, been a material adverse change;
(c) any statement contained in this Announcement, the Placing Results Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become or has been discovered to be untrue or inaccurate in any respect or misleading in any respect; or
(d) there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Bookbuilding Process, each Placee agrees with the
Company and Canaccord Genuity that the exercise by the Company or Canaccord
Genuity of any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Company or Canaccord Genuity or for agreement between the Company and
Canaccord Genuity (as the case may be) and that neither the Company nor
Canaccord Genuity need make any reference to such Placee and that none of the
Company, Canaccord Genuity nor any of their respective Representatives shall
have any liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any such
exercise. Each Placee further agrees that they will have no rights against
Canaccord Genuity, the Company or any of their respective directors or
employees under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by Canaccord Genuity of a
contract note, electronic trade confirmation or other (oral or written)
confirmation confirming each Placee's allocation and commitment in the
Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee (and any person
acting on such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) with
the Company and Canaccord Genuity (in its capacity as bookrunner and Placing
agent of the Company in respect of the Placing) that (save where Canaccord
Genuity expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
2. it has not received and will not receive a prospectus or
other offering document in connection with the Placing and acknowledges that
no prospectus or other offering document:
(a) is required under the UK Prospectus Regulation or other
applicable law; and
(b) has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and
that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for the Companies (the
"AIM Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014 as it
applies in the United Kingdom as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR")), 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 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;
4. 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 Canaccord Genuity nor the Company nor any of their respective
Representatives nor 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 Canaccord Genuity,
the Company, any of their respective Representatives or any person acting on
behalf of any of them to provide it with any such information;
5. neither Canaccord Genuity nor any person acting on behalf
of it nor any of its Representatives has or shall have any liability for any
Publicly Available Information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;
6.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire 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 the
information in this Announcement and the Publicly Available Information;
(b) neither Canaccord Genuity, nor the Company (nor any of their
respective Representatives) have made any representation or warranty to it,
express or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly Available
Information, nor will it provide any material or information regarding the
Company, the Placing or the Placing Shares;
(c) it has conducted its own investigation of the Company, the
Placing (including its terms and conditions) and the Placing Shares, satisfied
itself that the information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that Canaccord
Genuity or any person acting on its behalf may have conducted with respect to
the Company, the Placing or the Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company and that neither Canaccord Genuity nor any persons acting on its
behalf nor any of their respective Representatives is responsible for or has
or shall have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or the
Publicly Available Information nor will they be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in this Announcement, the
Publicly Available Information or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent misrepresentation;
8. neither it nor the beneficial owner of the Placing Shares
is, nor will, at the time the Placing Shares are acquired, be a resident of
the United States, Australia, Canada, the Republic of South Africa or Japan;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be cleared or approved in respect of any of the
Placing Shares under the securities laws of the United States, or any state or
other jurisdiction of the United States, Australia, Canada, the Republic of
South Africa or Japan and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, the Republic of South Africa or
Japan or in any country or jurisdiction where any such action for that purpose
is required;
10. it may be asked to disclose in writing or orally to
Canaccord Genuity: (i) if he or she is an individual, his or her nationality;
or (ii) if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
11. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it will pay
the total amount in accordance with the terms of this Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other Placees or sold at such price as Canaccord Genuity
determines;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has the capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and will honour
such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and complied
with all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto and, in
particular, if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
13. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a resident
of, or with an address in, or subject to the laws of, the United States,
Australia, Canada, the Republic of South Africa or Japan, and it acknowledges
and agrees that the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United States,
Australia, Canada, the Republic of South Africa or Japan and may not be
offered, sold, or acquired, directly or indirectly, within those
jurisdictions;
14. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the United States
and acquiring the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S under the Securities Act;
15. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be offered, sold
or resold in or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
16. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act;
17. it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) of the Securities Act and will be subject to
restrictions on resale and transfer subject to certain exceptions under US
law;
(b) no representation is made as to the availability of the
exemption provided by Rule 144 of the Securities Act for resales or transfers
of Placing Shares; and
(c) it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons (as
defined in the Securities Act);
18. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the
Securities Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
19. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
20. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated, definitive
form and acknowledges and agrees that the Placing Shares may, to the extent
they are delivered in certificated form, bear a legend to the following effect
unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
21. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those terms are
defined in Regulation D under the Securities Act) or any "directed selling
efforts" (as such term is defined in Regulation S under the Securities Act);
22. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in the Placing
and it has made such investigation and has consulted its own independent
advisers or otherwise has satisfied itself concerning, without limitation, the
effects of United States federal, state and local income tax laws and foreign
tax laws generally;
23. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
24. none of Canaccord Genuity, the Company nor any of their
respective Representatives nor any person acting on behalf of any of them is
making any recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of Canaccord Genuity and that Canaccord Genuity has no duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any Conditions or
exercise any termination right;
25. it will make payment to Canaccord Genuity for the Placing
Shares allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
Canaccord Genuity determines in its absolute discretion without liability to
the Placee and it will remain liable for any shortfall below the net proceeds
of such sale and the Placing proceeds of such Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
26. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that the Company may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
27. no action has been or will be taken by any of the Company,
Canaccord Genuity or any person acting on behalf of the Company or Canaccord
Genuity that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where any such
action for that purpose is required;
28. the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that Canaccord Genuity and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and Canaccord Genuity in respect of the same on the
basis that the Placing Shares will be allotted to a CREST stock account of
Canaccord Genuity or transferred to a CREST stock account of Canaccord Genuity
who will hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
29. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
30. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article 19(5) and/or
49(2) of the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
31. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a Relevant State prior to
the expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an
offer to the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
32. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it
is within a Relevant State, it is a Qualified Investor as defined in Article
2(e) of the EU Prospectus Regulation;
33. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to Placing Shares in circumstances in which section 21(1) of
the FSMA does not require approval of the communication by an authorised
person and it acknowledges and agrees that this Announcement has not been
approved by Canaccord Genuity in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion by an
authorised person;
34. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all relevant provisions of the FSMA and the UK MAR
in respect of anything done in, from or otherwise involving the United
Kingdom);
35. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in the United Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of Canaccord Genuity has been given to
each proposed offer or resale;
36. if in the United Kingdom, unless otherwise agreed by
Canaccord Genuity, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and
not with a view to resale or distribution;
37. if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it warrants that
it has received such information within the market soundings regime provided
for in Article 11 of UK MAR and has not:
(a) dealt (or attempted to deal) in the securities of the
Company or cancelled or amended a dealing in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order concerning the
Company's securities; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
38. Canaccord Genuity and its affiliates, acting as an investor
for its or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing Shares, any
other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, Canaccord Genuity and/or any of its affiliates acting as an
investor for its or their own account(s). Neither Canaccord Genuity nor the
Company intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory obligation to do so;
39. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations");
(b) is not a person:
(i) with whom transactions are prohibited under the US 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;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(together with the Money Laundering Regulations, 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 Canaccord
Genuity such evidence, if any, as to the identity or location or legal status
of any person which it may request from it in connection with the Placing (for
the purpose of complying with the 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 Canaccord Genuity on the basis
that any failure by it to do so may result in the number of Placing Shares
that are to be acquired by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as Canaccord Genuity may decide at
its sole discretion;
40. in order to ensure compliance with the Regulations,
Canaccord Genuity (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Canaccord Genuity or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Canaccord Genuity's absolute
discretion or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Canaccord Genuity's or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity Canaccord Genuity (for
itself and as agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either Canaccord Genuity and/or
the Company may, at its absolute discretion, terminate its commitment in
respect of the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to the account
of the drawee's bank from which they were originally debited;
41. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it is acting in
concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
42. any money held in an account with Canaccord Genuity on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the relevant rules and
regulations of the FCA made under the FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from Canaccord
Genuity's money in accordance with the client money rules and will be used by
Canaccord Genuity's in the course of its business; and the Placee will rank
only as a general creditor of Canaccord Genuity;
43. Canaccord Genuity may choose to invoke the CASS Delivery
Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client
Assets Sourcebook) with regard to settlement of funds, in connection with the
Placing, should it see fit;
44. neither it nor, as the case may be, its clients expect
Canaccord Genuity to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and "suitability"
imposed by the COBS, and that Canaccord Genuity is not acting for it or its
clients, and that Canaccord Genuity will not be responsible for providing the
protections afforded to clients of Canaccord Genuity or for providing advice
in respect of the transactions described in this Announcement;
45. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the contract note, the
electronic trade confirmation or other (oral or written) confirmation will
continue notwithstanding any amendment that may in future be made to the terms
and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or Canaccord Genuity's conduct of the Placing;
46. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
47. it irrevocably appoints any duly authorised officer of
Canaccord Genuity as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares for
which it agrees to acquire upon the terms of this Announcement;
48. the Company, Canaccord Genuity and others (including each of
their respective Representatives) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements, which
are given to Canaccord Genuity on its own behalf and on behalf of the Company
and are irrevocable;
49. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for one or more
investor accounts, it:
(a) is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
(b) will remain liable to the Company and Canaccord Genuity for
the performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
50. subject to acquiring any Placing Shares, it will be bound by
the terms of the articles of association of the Company;
51. time is of the essence as regards its obligations under this
Appendix;
52. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to Canaccord Genuity;
53. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
54. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to these
terms and conditions and all agreements to acquire Placing Shares pursuant to
the Bookbuilding Process and/or the Placing and all non-contractual or other
obligations arising out of or in connection with them, will be governed by and
construed in accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim, dispute or matter
arising out of such contract (including any dispute regarding the existence,
validity or termination or such contract or relating to any non-contractual or
other obligation arising out of or in connection with such contract), except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with interest chargeable thereon) may be taken by
the Company or Canaccord Genuity in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Canaccord Genuity
and each of their respective Representatives 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 given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by
Canaccord Genuity, the Company or each of their respective Representatives
arising from the performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this Appendix shall
survive after the completion of the Placing.
The rights and remedies of Canaccord Genuity and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Canaccord Genuity shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and they should notify Canaccord
Genuity accordingly. In addition, Placees should note that they will be liable
for any capital duty, 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 United
Kingdom by them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and each Placee,
or the Placee's nominee, in respect of whom (or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Canaccord Genuity in the
event that either the Company and/or Canaccord Genuity have incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Canaccord Genuity for itself and on behalf of
the Company and are irrevocable.
Canaccord Genuity Limited 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 Bookbuilding Process and the
Capital Raising, and Canaccord Genuity 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
Bookbuilding Process or the Capital Raising or any other matters referred to
in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
Canaccord Genuity does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Canaccord Genuity may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Canaccord Genuity, any money held in an account with Canaccord Genuity on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the relevant rules and
regulations of the FCA made under the FSMA. Each Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence this money will not be segregated from Canaccord
Genuity's money in accordance with the client money rules and will be held by
it under a banking relationship and not as trustee.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment. Placees
will be notified of any changes.
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 Placing Shares to be issued pursuant to the Placing 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.
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