REG - LifeSafe Holdings - Proposed Fundraising
14/05/2024 16:45
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RNS Number : 4204O LifeSafe Holdings PLC 14 May 2024
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14 May 2024
LifeSafe Holdings plc
("LifeSafe", the "Group", or the "Company")
Proposed Fundraising to raise up to £2.0 million
Key features of the Fundraising
· Proposed equity fundraising of up to £2.0 million comprising of
a placing to raise approximately £1.6 million, direct subscriptions to raise
approximately £0.1 million, and retail offer to raise up to a further £0.3
million
· Placing to be conducted by way of an accelerated bookbuild ("ABB")
launching immediately following this Announcement
· Retail Offer to be launched following the close of the ABB on the
Bookbuild platform
· Net proceeds of the Fundraise will ensure the Company has
sufficient working capital to meet its existing and future liabilities, as
well as to permit the Board to advance business development and leverage
market position
· Issue Price of 10 pence per Fundraising Share
· Management to provide an investor presentation at 5.00 p.m. on 15
May 2024
· A General Meeting of the Company's Shareholders will take place
on 30 May 2024
· A circular to shareholders (the "Circular") will be posted to
Shareholders and made available on the Company's website in due course
· Zeus is acting as Nominated Adviser and sole broker and
bookrunner on the Placing
LifeSafe Holdings plc (AIM:LIFS), a fire safety technology business with
innovative fire extinguishing fluids and fire safety products, announces a
fundraising to raise up to £2.0 million (before expenses) at a price of 10
pence per new Ordinary Share from new and existing Shareholders (the "Issue
Price").
The Fundraising will comprise of:
i. raising gross proceeds of up to approximately £1.6 million
through a placing (the "Placing") of 16,050,000 new Ordinary Shares (the
"Placing Shares") at a price of 10 pence per share (the "Issue Price")
ii. raising gross proceeds of approximately £0.1 million through a
direct subscription (the "Subscription") of 950,000 new Ordinary Shares (the
"Subscription Shares") at the Issue Price, and
iii. an offer to retail investors via the BookBuild platform to
raise gross proceeds of up to £0.3 million (the "Retail Offer") at the Issue
Price.
The Issue Price represents a discount of approximately 32 per cent. to the
30-day volume weighted average price ("VWAP") to 13 May 2024 of 14.7 pence per
Ordinary Share and 39 per cent. to the closing share price of 16.25 pence per
Ordinary Share on 13 May 2024, being the last practicable date prior to
announcement of the Fundraising.
Further announcements will be made shortly in connection with the Retail Offer
and its terms. The Placing and Subscription are not conditional upon the
Retail Offer and for the avoidance of doubt, the Retail Offer is not part of
the Placing nor the Subscription.
The Placing will be conducted by way of an ABB which will commence immediately
following this Announcement. The Placing is subject to the terms and
conditions set out in the Appendix of this Announcement (the "Terms and
Conditions").
Zeus Capital Limited ("Zeus") is acting as sole broker in relation to the
Placing. A placing agreement has been entered into today between the Company
and Zeus in connection with the Placing (the "Placing Agreement").
The Fundraising is required to ensure the Company has sufficient working
capital to meet its existing and future liabilities as and when they fall due,
as well as to permit the Board to advance business development and leverage
market position, accelerating the Company's move to profitability. The
Fundraising will also support product development.
The Fundraising is conditional upon, inter alia, the approval by the
Shareholders of the Resolutions to be proposed at the General Meeting to be
held at LifeSafe Holdings plc, Basepoint Business Centre, Isidore Road,
Bromsgrove Enterprise Park, Bromsgrove, B60 3ET at 10.00 a.m. on 30 May 2024.
A circular, containing further details of the Fundraising, Notice of General
Meeting and proxy form (together the "Circular") will be posted to
Shareholders today and will be made available on the Company's website at
https://www.lifesafeholdingsplc.com/ (https://www.lifesafeholdingsplc.com/o) .
If the conditions relating to the issue of the Placing Shares are not
satisfied or the Placing Agreement is terminated in accordance with its terms,
the Placing Shares will not be issued, and the Company will not receive the
associated placing monies. In this scenario, the Retail Offer and the
Subscription will similarly not proceed.
Applications will be made to the London Stock Exchange for the admission of
the Placing Shares, Subscription Shares and Retail Offer Shares to be admitted
to trading on AIM. It is currently expected that Admission will become
effective, and that dealings in the respective shares will commence on AIM, on
or around 31 May 2024. The Fundraising Shares, when issued, will be fully
paid and will rank pari passu in all respects with the Existing Ordinary
Shares.
Investor Presentation
The Company will provide a live presentation and Q&A for investors and any
other interested parties via Teams at 5.00 p.m. on 15 May 2024.
Interested parties can register for the presentation for free at
info@lifesafetechnologies.com (mailto:info@lifesafetechnologies.com) .
Information on LifeSafe
LifeSafe is a fire safety technology business specialising in the development
of effective, novel and eco-friendly fire extinguishing fluids and products
capable of extinguishing and preventing multiple types of fire. The Company
has developed a market-disrupting range of fire safety protection products
across consumer, wholesale and industrial sectors.
LifeSafe pioneered the concept of compact and easy-to-use fire extinguishers
with its first D2C product; the 'StaySafe 5-in-1' launched in 2021 which
became Amazon Prime's top-selling fire extinguisher within the first month of
launch in the UK and, subsequently, its 'StaySafe All-in-1' in 2023.
As set out further below, LifeSafe has been developing industrials-focused
fluids in recent years with the support of industrial partners, including its
Thermal Runaway Fluid (TRF), Pre-Trauma Fluid (PTF), Wild-Fire Pro Fluid and
Multi-Purpose Fluid.
The Company has made considerable operational and strategic progress in the
last 12 months. It has made a number of announcements as a result of
accelerating the development of its strong pipeline of innovative new products
and fluid derivatives in response to industry demand.
Consumer and wholesale market
The Company's principal consumer product is the StaySafe All-in-1 fire
extinguisher, launched in the UK in April 2023. The StaySafe All-in-1 is
specifically designed to tackle ten different types of fire using a variant of
the Company's core eco-friendly patented fluid, FER1000, and replacing the
Company's successful debut product, the StaySafe 5-in-1.
The types of fire which can be extinguished using a single bottle include
lithium-ion batteries, bio-ethanol, motor oil, bio-diesel, diesel, E5 and E10
petrol, electrical, textiles, timber/wood and cooking oil.
The StaySafe All-in-1 has since launched in the US in July 2023 and with the
Screwfix chain in September 2023. The Board consider the market opportunity
for these products to be significant, noting that 83 per cent. of homes in the
UK do not have a fire extinguisher; fundamentally, the Directors believe that
every home should have a StaySafe All-in-1 extinguisher. The Company also
notes its high product ratings on Amazon, supported by the 4.8 'Excellent'
Trustpilot score for customer/company satisfaction alongside customer
testimonials which are all contributing in building its brand recognition.
These products are sold direct to consumers through e-commerce and online
sales channels, with significant revenue growth in the last two years,
especially in the US.
Having invested heavily in marketing and successfully establishing the
LifeSafe brand, the Company has recently evolved its US strategy to sell
through a reseller model. This collaboration yields notably higher gross
margins for LifeSafe, who maintain control over pricing and brand identity.
As the reseller is responsible for the advertising costs, bundling the
StaySafe All-in-1 with its complementary products, the Company expects to save
around $1.0 million per annum in US advertising overheads compared to 2023.
Industrial market
The Company's fluorine free derivatives of its existing fluids have been
developed in response to European legislation which, from July 2025, will ban
the use of fire-fighting foam containing perfluorooctanoic acid ("PFOA"). This
follows similar legislation in North America and Australia. The global
extinguisher market is valued at £9.1 billion per year (Source: Grandview
Research) representing a significant opportunity for LifeSafe.
All LifeSafe's new fluids are PFAS / fluorine free and the Company is
continuing to develop a range of products with the support of industry leaders
within the fire industry, to take advantage of potentially significant new and
incremental revenue opportunities.
Such products include:
Thermal Runaway Fluid ("TRF") - designed to permanently extinguish and prevent
the re-ignition of lithium fires and has been engineered to remove the heat
from the lithium fire, therefore making the battery safer post trauma. The TRF
fluid has been independently tested against competition currently in the
market and deemed more effective by a major $3 billion turnover leader in the
fire industry.
Pre-Trauma Fluid ("PTF") - a unique, non-conductive coolant fluid designed
specifically to prevent thermal runaway in battery packs which can be caused
by overheating, overcharging or damage. This product aims to address the
increased threat of fire in lithium battery-powered machinery across various
sectors and potential routes to market would be via suppression systems
companies or lithium-ion battery manufacturers.
In Q1 2024, the Company received its first purchase orders of industrial
fluids for testing and certification purposes. The orders for PTF and TRF have
come through the recently announced partnerships with Reacton and Lingjack for
use, respectively, in testing in Reacton's suppression system and in
Lingjack's range of fire extinguishers and fixed suppression systems.
WildFire Pro ("W-FP") - a non-toxic and fluorine-free wildfire fluid
engineered to suppress, extinguish and prevent the spread of devastating
wildfires. In Australia, the annual wildfire operations expenses for the New
South Wales (NSW) Rural Fire Service were $217 million in 2016 and $268
million in 2017. W-FP has been developed based on parameters supplied by an
industry leader and, based on tests carried out by the Company, when
pre-treatment is applied, the non-toxic residue of the fire retardant remains
effective for over 14 days post-water evaporation. This product is expected to
launch in 2025, subject to certification approval.
Key Strategic Partnerships - industrials
Under the strategic partnership agreement with Wormald Fire & Security,
LifeSafe will supply its TRF fire extinguishing fluid in Australia to Wormald
for use in their range of fire safety equipment. In addition to the expected
revenue benefits from the distribution of the Company's fluids, Wormald has
provided LifeSafe with introductions and expertise in helping to access other
geographies and market sectors.
In December 2023, Lifesafe announced a development partnership and
collaboration agreement with Xerotech, one of the fastest growing battery
manufacturers in Europe, which will support the development and application
methods of the TRF and PTF products.
LifeSafe has entered into a contract and partnership agreement with Trinity
Fire & Security Systems ("Trinity"), a c.£60 million turnover business
with over 2,000 customers across the UK. Trinity provides fire safety
equipment and services across multiple sectors to customers including the
Ministry of Defence, the NHS, IKEA, Mitie, CBRE, John Lewis, Selfridges and
Heathrow Airport. LifeSafe intends to supply Trinity with 6L cannisters
featuring Multi-Purpose Fluid on an exclusive UK basis with sales of c.£1.3
million estimated over three years.
IP portfolio
LifeSafe products are protected both through patents as well as trade
know-how. The Company currently has one patent formally granted in the UK with
pending patent applications for eight further fluid derivations across the UK
and internationally.
The chemical composition of LifeSafe's fire extinguishing fluid and its
sophisticated manufacturing processes are managed and controlled in house.
Trading update and outlook
The strong performance observed in FY23 reflects the Company's consistent
success across its key consumer sales channels. Furthermore, the Board
believes that the Company's ongoing product development augurs well for future
growth and market expansion.
Revenue for FY23 increased by 46% to £5.9 million (FY22: £4.0 million) due
to the continued commercialisation of the Company's fire extinguishing fluid.
This is in line with the updated guidance. The growth was driven primarily in
the North American market with the launch of the StaySafe All-in-1 in the US
in July 2023. The Company's updated product range in the UK and the US
demonstrates its commitment to reaching a broader customer base and
capitalising on market potential.
Gross profit increased to £3.4 million, representing gross margin of 57.6%,
in line with FY22 (FY22: 57.0%). However, underlying LBITDA increased slightly
to £1.4 million (FY22: £1.3 million) as overheads at £4.8 million were
significantly higher due to growing digital marketing costs and increased
logistics costs to meet growth in demand (FY22: £3.6 million in overheads).
The Board currently estimates that the R&D tax credit receivable by the
Company with regard to FY23, will be approximately £45,000.
In terms of its balance sheet, net assets of the Group as at 31 December 2023
totalled £1.4 million, a reduction of approximately £0.3 million (31
December 2022: £1.7 million). This was primarily due to an increase in
intangible assets of £0.3 million, offset by current assets of circa £1.8
million, being approximately £0.5 million lower than prior year (£2.3
million).
As at 31 December 2023, the Company had cash of £0.4 million which included
£375,000 of committed fundraise proceeds received in January 2024. The
Company received the delayed VAT refund of £0.3 million in Q1 FY24.
Shareholders should note that the figures above in respect of FY23 are
unaudited whereas the 2022 numbers are derived from the Company's audited
financial statements for the year ended 31 December 2022.
In the Board's opinion, the Company's continued commercial success, reinforced
by revenue performance, recent product launches, and profit outlook, positions
it favourably for future growth and profitability in the coming years.
Furthermore, the Board anticipates news flow in the coming months including:
· Certification approvals in the UK;
· Global partnership announcement with a major $3 billion turnover
group;
· Partnership announcement with a major Australian business; and
· Announcement of new downstream client for Reacton utilising
LifeSafe's fluid.
However, the Company remains heavily working capital constrained, which has
impacted its ability to progress its commercial strategies as fast as it might
otherwise have liked. Cash is currently being managed very carefully, and the
Company has a number of overdue creditor payments, which, if the proposed
Fundraise is not completed, or other alternate financing secured, will leave
the Company in significant financial difficulties.
Background to and reasons for the Fundraise
As set out above, the Company's commercial opportunities continue to progress,
and the Board believes that the current business pipeline is more focused, not
only on its existing direct to consumer products, but also in the new
wholesale and industrial thermal runaway, pre-trauma and wildfire products.
The Board is confident that revenue will grow as a result of new product
development together with expansion into new territories. It expects the
operating result to improve through increased gross margin and reduced digital
advertising and logistics costs as a result of the new US reseller
relationship.
However, the Company remains heavily working capital constrained and is
therefore seeking to raise funds to strengthen the Company's current balance
sheet and provide necessary working capital to permit the Board to advance
business development and leverage market position, accelerating the Company's
move to profitability. This Fundraising will also support product development.
If the Company fails to complete this Fundraising, it would need to seek
urgent alternative financing. However, there can be no guarantee that the
Company will be able to obtain any alternative financing, and even if
available would, in the opinion of the Directors, be on worse terms than the
Fundraising.
Information on the Fundraise
Placing
The Placing will be conducted by Zeus on behalf of the Company in accordance
with the Terms and Conditions. The Placing will be conducted by way of an ABB
which will commence immediately following this Announcement. The Placing is
subject to the Terms and Conditions. The number of Placing Shares will be
determined by Zeus and the Company, and will be confirmed orally or by email
following the close of the ABB. The Placing Shares, when issued, will be fully
paid and will rank pari passu in all respects with the existing Ordinary
Shares.
It is expected that the ABB will close on 14 May 2024. However, the timing of
the closing of the ABB and allocations are at the absolute discretion of Zeus
and the Company. Details of the results of the Placing will be announced as
soon as practicable after the close of the ABB. The Placing is not being
underwritten.
This announcement should be read in its entirety. Investors' attention is
drawn to the detailed Terms and Conditions of the Placing. By choosing to
participate in the Placing and by making an oral and legally binding offer to
acquire Placing Shares, investors will be deemed to have read and understood
this announcement in its entirety (including the appendices) and to be making
such offer on the terms and subject to the conditions of the Placing contained
here, and to be providing the representations, warranties and acknowledgements
contained in the Terms and Conditions.
The Placing is conditional, amongst other things, upon: (a) the Resolutions
set out in the Notice of General Meeting being approved by Shareholders: (b)
the Placing Agreement becoming unconditional in all respects save for
Admission and not having been terminated in accordance with its terms; and (c)
Admission of the Placing Shares becoming effective on or before 8.00 a.m. on
31 May 2024, or such later date as the Company and Zeus may agree (being no
later than 8.00 a.m. on 14 June 2024).
The Company received advance assurance on 7 March 2022 from HMRC that it is a
qualifying company for the purposes of the Enterprise Investment Scheme ("EIS
Advance Assurance"). The Company currently expects to satisfy the relevant
conditions for the issue of the EIS/VCT Placing Shares to be eligible for EIS
Relief and should be regarded as a qualifying holding for a VCT. The Directors
are not aware of any subsequent change in the qualifying conditions or the
Company's circumstances that would prevent the EIS/VCT Placing Shares from
being eligible for EIS and VCT investments, neither the Directors nor the
Company give any representation, warranty or undertaking that relief will be
available in respect of the EIS/VCT Placing Shares nor is any representation,
warranty or undertaking given that the Company will continue to conduct its
activities in a way that qualifies for, or preserves, its eligibility status.
HMRC does not consider VCT advance assurance applications where the details of
the potential qualifying holding are not given.
Subscription
Certain investors have indicated their intention to subscribe directly with
the Company for Subscription Shares.
The Subscription Shares will be subscribed for directly by the Subscribers at
the Issue Price. The Subscription will remain conditional, among other things,
upon (a) the Resolutions set out in the Notice of General Meeting being
approved by the Shareholders, (b) the Placing Agreement becoming unconditional
in all respects save for Admission and not having been terminated in
accordance with its terms, and (c) Admission becoming effective by no later
than 8.00 a.m. on 31 May 2024 (or such later date as the parties may agree,
not being later than 14 June 2024).
Retail Offer
The Company values its Shareholder base and believes that it is appropriate to
provide its eligible existing retail Shareholders in the United Kingdom the
opportunity to participate in the Retail Offer. The Retail Offer will allow
existing retail Shareholders to participate in the Placing by subscribing for
Retail Shares at the Issue Price.
The Company is proposing to raise up to an additional £0.3 million (before
expenses) by way of a retail offer to its existing shareholders via the
Bookbuild Platform (the "Retail Offer") of up to 3,000,000 new Ordinary Shares
at the Issue Price following the close of the ABB.
Further information on how existing Shareholders can participate in the Retail
Offer will be contained in the Retail Offer Announcement.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Zeus has conditionally agreed
to use its reasonable endeavours, as agent for the Company, to procure
subscribers for the Placing Shares at the Issue Price. The Placing Agreement
contains customary warranties from the Company in favour of Zeus in relation
to, amongst other things, the accuracy of the information in this document and
other matters relating to the Company and its business. In addition, the
Company has agreed to indemnify Zeus and its associates in relation to certain
liabilities it and its associates may incur in respect of the Fundraising.
Zeus has the right to terminate the Placing Agreement in certain circumstances
prior to Admission, in particular, in the event of a breach of the warranties
given in the Placing Agreement which Zeus considers to be material, breach by
the Company of any of its material obligations under the Placing Agreement,
the occurrence of a force majeure event, or a material adverse change
affecting, amongst other things, the Placing or dealings in the Fundraising
Shares in the secondary market.
Related Party Transactions
Dominic Berger, Executive Chairman, and Gavin Cornelius, Chief Innovation
Officer, intend to subscribe for Fundraising Shares, which will constitute a
related party transaction under the AIM Rules for Companies.
General Meeting
The Company's existing shareholder authorities do not give the Directors the
authority necessary to allot the Fundraising Shares. Accordingly, the Board
will seek the approval of Shareholders to provide the authority to allot
Fundraising Shares in respect of the Fundraising. The General Meeting will be
held at LifeSafe Holdings plc, Basepoint Business Centre, Isidore Road,
Bromsgrove Enterprise Park, Bromsgrove, B60 3ET at 10.00 a.m. on 30 May 2024,
further details of which, will be set out in the Circular to Shareholders to
be posted to Shareholders on 14 May 2024.
For further information please contact:
LifeSafe Holdings plc
Dominic Berger, Chairman info@lifesafetechnologies.com (mailto:info@lifesafetechnologies.com)
Neil Smith, Chief Executive Officer
Mike Stilwell, Chief Financial Officer
Zeus (Nominated Adviser & Broker) Tel: +44 (0) 203 829 5000
David Foreman, Alexandra Campbell-Harris (Investment Banking)
Alice Lane (Corporate Broking)
Expected Timetable of Principal Events
2024
Announcement of the Placing 14 May 2024
Publication of the Circular and Form of Proxy 14 May 2024
Latest time and date for receipt of Form of Proxy 10.00 a.m. on 28 May 2024
General Meeting 10.00 a.m. on 30 May 2024
Results of the General Meeting Announced 30 May 2024
Admission 8.00 a.m. on 31 May 2024
CREST accounts credited with Fundraising Shares in uncertificated form 8.00 a.m. on 31 May 2024
Dispatch of share certificates in respect of the Fundraising Shares to be Within 10 days of Admission Date(3)
issued in certificated form
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by the Company to Shareholders by
announcement through a regulatory information service.
2. All of the above times refer to London time unless otherwise
stated.
3. The admission and commencement of dealings in the Fundraising
Shares on AIM are conditional on, inter alia, the passing of the Resolutions
at the General Meeting.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY
SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction in which such release, publication or distribution would be
unlawful ("Restricted Territory") or distributed to any individual outside a
Restrictive Territory who is a resident thereof.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "US Securities Act"),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities laws of
Australia, Canada, the Republic of South Africa, Japan, or any state, province
or territory thereof or any other jurisdiction outside the United Kingdom,
except pursuant to an applicable exemption from the registration requirements
and in compliance with any applicable securities laws of any state, province
or other jurisdiction of Australia, Canada, the Republic of South Africa or
Japan (as the case may be).
No public offering of the Placing Shares is being made in Australia, Canada,
the Republic of South Africa or Japan or elsewhere.
No action has been taken by the Company or Zeus or any of their respective
affiliates, or any of its or their respective directors, officers, partners,
employees, advisers and/or agents (collectively, "Representatives") that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other publicity material relating to such Placing Shares
in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing any part of
this Announcement must satisfy themselves that it is lawful to do so.
No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such offering document or prospectus is required to be
published by the Company.
Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by any of these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place specific reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company and Zeus expressly disclaims any obligation
or undertaking to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise unless required to do
so by applicable law or regulation.
Zeus, which is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom, is acting as nominated adviser, sole
broker and sole bookrunner exclusively for the Company and no one else in
connection with the Placing and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the Placing
and will not be responsible to anyone other than the Company in connection
with the Placing or for providing the protections afforded to their clients
or for giving advice in relation to the Placing or any other matter referred
to in this Announcement. The responsibilities of Zeus, as nominated adviser,
are owed solely to London Stock Exchange plc and are not owed to the Company
or to any director or any other person and accordingly no duty of care is
accepted in relation to them. No representation or warranty, express or
implied, is made by Zeus as to, and no liability whatsoever is accepted by
Zeus in respect of, any of the contents of this Announcement (without limiting
the statutory rights of any person to whom this Announcement is issued).
This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Zeus (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and Markets Act
2000, as amended ("FSMA") or the regulatory regime established thereunder)
and/or by any of its affiliates and/or any of its Representatives as to, or in
relation to, the accuracy, adequacy, fairness or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or their respective advisers or any
other statement made or purported to be made by or on behalf of Zeus and/or
any of its affiliates and/or by any of its Representatives in connection with
the Company, the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefor is expressly
disclaimed. No representation or warranty, express or implied, is made by Zeus
and/or any of its affiliates and/or any of its Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of the
information or opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any interested
party or their respective advisers, and any liability therefor is expressly
disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Recipients of this
Announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities can go
down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation from the requirement to produce a prospectus.
This Announcement is being distributed and communicated to persons in the
United Kingdom only in circumstances in which section 21(1) of FSMA does not
apply.
The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each Placee will be deemed to have
read and understood this Announcement (including the Appendix) in its
entirety, to be participating in the Placing and making an offer to acquire
and acquiring Placing Shares on the terms and subject to the conditions set
out in the Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
the Appendix to this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
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. THE
TERMS AND CONDITIONS SET OUT HEREIN (THE "TERMS AND CONDITIONS") ARE FOR
INFORMATION ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION, WHO (A) FALL WITHIN
ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B)
FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; (2) IF IN MEMBER STATES OF THE EEA,
"QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION; OR (3) PERSONS TO WHOM THEY MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE
TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH
ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE 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 DOCUMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES. 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 UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
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 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.
The distribution of these Terms and Conditions 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, Zeus or any of their respective
affiliates and/or any of their respective Representatives that would permit an
offer of the Placing Shares or possession or distribution of these Terms and
Conditions 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 these Terms and Conditions come are
required by the Company and Zeus to inform themselves about and to observe any
such restrictions, for which such persons shall be solely responsible.
The Terms and Conditions or any part of them are for information purposes only
and do 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 (including its territories and possessions, any state of
the United States and the District of Columbia), 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.
In the United Kingdom, these Terms and Conditions are 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 apply.
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 these Terms and Conditions, the Announcement or the Circular. 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 for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of 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 Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction in which such
offer, sale, re-sale or delivery would be unlawful.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements 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 Placing Shares have been subject to a product
approval process which has determined that the Placing Shares are: (i)
compatible with an end target market of: (A) retail investors; (B) investors
who meet the criteria of professional clients; and (C) eligible counterparties
(each as defined in MiFID II (as defined below)); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. Furthermore, it
is noted that, notwithstanding the UK Target Market Assessment, Zeus will only
procure investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the UK Target Market Assessment
does not constitute an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook, or a recommendation to any investor or group of investors
to invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process which has determined that the
Placing Shares are: (i) compatible with an end target market of: (A) retail
investors; (B) investors who meet the criteria of professional clients; and
(C) eligible counterparties (each as defined in MiFID II); and (ii) eligible
for distribution through all distribution channels as are permitted by MiFID
II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, Zeus 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 an assessment of suitability or appropriateness for the
purposes of MiFID II, or a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of these Terms
and Conditions (or any part of them) should seek appropriate advice before
taking any action.
The Terms and Conditions should be read in their entirety.
Introduction
These Terms and Conditions apply to persons making an offer to acquire Placing
Shares under the Placing. Each Placee which confirms its agreement to Zeus to
subscribe for Placing Shares under the Placing hereby agrees with Zeus and the
Company that it will be bound by these Terms and Conditions and will be deemed
to have accepted them in full.
The Company and Zeus may require any Placee to agree to such further terms
and/or conditions and/or give such additional warranties and/or
representations as they (in their absolute discretion) see fit and/or may
require any such Placee to execute a separate placing letter to enable a
Placee to participate in the Placing.
By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation or (ii) email
correspondence, in either case between representatives of Zeus and the
relevant Placee (a "Recorded Commitment")), each Placee will be deemed to have
read and understood these Terms and Conditions in their entirety, to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in these Terms and Conditions, and to be irrevocably
offering to participate and acquire Placing Shares on these Terms and
Conditions. Such offer shall be deemed to be accepted, and a Placee shall
become bound to acquire Placing Shares, when Zeus confirms to such Placee its
allocation of Placing Shares. Upon being notified of its allocation of
Placing Shares, a Placee shall be contractually committed to acquire the
number of Placing Shares allocated to it at the Issue Price.
Each Placee irrevocably represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Company and Zeus that:
1. it is a Relevant Person and that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. 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 these Terms and Conditions;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) and agrees to
comply with the resale and transfer restrictions set out in these Terms and
Conditions; and
4. 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 2 above) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.
No prospectus or other offering document
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 (i)
the FCA or (ii) any competent authority of any Relevant Member State, in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of the information contained in this Announcement and
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 these Terms and Conditions (the
"Publicly Available Information") and subject to any further terms set forth
in writing in any contract note sent to an individual Placee.
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 Zeus or the Company or any other person and none of Zeus, the
Company nor any other person acting on such person's behalf nor any of their
respective affiliates 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 or these Terms
and Conditions to be legal, tax, business or other advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Zeus has entered into the Placing Agreement with the Company under which, on
the terms and subject to the conditions set out in the Placing Agreement,
Zeus, as agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares at the Issue
Price. The Placing is not being underwritten by Zeus.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid in respect of such Ordinary Shares after the date of issue of the
Placing Shares.
Application for admission to trading
Application(s) 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 the Admission Date and that
dealings in the Placing Shares on AIM will commence at the same time.
Principal terms of the Placing
1. Zeus is acting as nominated adviser, broker and bookrunner
to the Placing, as agent for and on behalf of the Company.
2. Participation in the Placing is by invitation only and will
only be available to persons who may lawfully be, and are, invited by Zeus to
participate. Zeus and any of its affiliates are entitled to participate in
the Placing as principal.
3. Each Placee's allocation will be confirmed to Placees
orally, or in writing (which can include email), by Zeus and a trade
confirmation or contract note will be dispatched as soon as possible
thereafter. Zeus' oral or written confirmation will give rise to an immediate,
irrevocable, legally binding commitment by that Placee, in favour of Zeus and
the Company, under which it agrees to acquire by subscription the number of
Placing Shares allocated to it at the Issue Price and otherwise on these Terms
and Conditions. Except with the consent of Zeus, such commitment will not be
capable of variation or revocation.
4. The Issue Price is payable to Zeus (as agent for the
Company) by all Placees.
5. Each Placee's allocation and whether such Placee
participates in the Placing will be determined by Zeus in its reasonable
discretion following consultation with the Company and will be confirmed by
Zeus.
6. Each Placee's commitment will be confirmed in and evidenced
by a Recorded Commitment. These Terms and Conditions will be deemed
incorporated into the contract which is entered into by way of a Recorded
Commitment and will be legally binding on the relevant Placee(s) on behalf of
whom the commitment is made with effect from the end of the Recorded
Commitment and, except with Zeus' prior written consent, will not be capable
of variation or revocation after such time. Without prejudice to the
foregoing, a contract note recording each Placee's commitment will be sent to
them following the Recorded Commitment. These Terms and Conditions shall be
deemed incorporated into any such contract note.
7. Each Placee will confirm the maximum number of Placing
Shares it is willing to acquire in a Recorded Commitment. Once they have made
a Recorded Commitment, each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to Zeus (as agent for the Company),
to pay to it (or as it may direct) in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares such Placee has
agreed to acquire.
8. Zeus reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing is
oversubscribed. Zeus also reserves the right not to accept offers to subscribe
for Placing Shares or to accept such offers in part rather than in whole. The
acceptance and, if applicable, scaling back of offers shall be at the absolute
discretion of Zeus.
9. Any Placees who are existing shareholders of the Company
undertake that they shall vote in favour of each of the Resolutions to be
proposed at the General Meeting.
10. Except as required by law or regulation, no press release or
other announcement will be made by Zeus or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(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".
12. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law and applicable FCA
rules, neither:
(a) Zeus;
(b) any of its affiliates, agents, advisers, directors,
officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with Zeus as defined in the FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of Zeus),
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 Zeus nor any of its
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of Zeus' conduct of the Placing or of
such alternative method of effecting the Placing as Zeus and the Company may
agree.
Registration and settlement
By participating in the Placing, 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 Zeus in accordance with either the standing CREST or
certificated settlement instructions which they have in place with Zeus.
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Settlement
through CREST will be on a delivery versus payment basis ("DVP") unless
otherwise notified by Zeus and is expected to occur on the Admission
Settlement Date.
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 Zeus may agree that the Placing Shares (or any of them) should be
issued in certificated form. Zeus reserves the right to require settlement
for any of the Placing Shares, and to deliver any of the Placing Shares to any
Placees, by such other means as they deem necessary if delivery or settlement
to any Placee 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 or
before 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 prevailing base rate of Barclays Bank plc as
determined by Zeus.
Each Placee is deemed to agree that if it does not comply with these
obligations, Zeus may sell any or all of their Placing Shares on their behalf
and retain from the proceeds, for Zeus' 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) which may arise upon the sale of its Placing Shares on
its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, any relevant contract note 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. 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 Zeus under the Placing Agreement are, and the Placing of
the Placing Shares is, conditional upon, inter alia:
(a) the Resolutions being passed at the General Meeting;
(b) the warranties and undertakings contained in the Placing
Agreement ("Warranties") being true, accurate in all material respects and not
misleading when made on the date of the Placing Agreement and at Admission by
reference to the facts and circumstances subsisting at that time;
(c) Zeus not having exercised its right to terminate the Placing
Agreement; and
(d) Admission having become effective on the Admission Date.
Once Admission has occurred, no party to the Placing Agreement shall be able
to terminate any part of the Placing Agreement which relates to Admission
and/or the placing, allotment or issue of the Placing Shares.
All conditions to the obligations of Zeus included in the Placing Agreement
are together referred to in these Terms and Conditions as the "conditions".
If any of the conditions is not fulfilled or, where permitted, waived in
accordance with the Placing Agreement within the stated time periods (or such
later time and/or date as the Company and Zeus may agree), or the Placing
Agreement is terminated in accordance with its terms, the Placing (or such
part of it as may then remain to be completed) will lapse and the Placee's
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 Placing, 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.
Zeus may, in its absolute discretion and upon such terms as it thinks fit,
waive fulfilment of all or any of the conditions in the Placing Agreement
which are capable of waiver, in whole or in part, or extend the time provided
for fulfilment of one or more conditions, save that certain conditions
(including as regards the Placing Shares, the condition relating to Admission
referred to in paragraph (d) above) may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in these Terms and
Conditions.
Zeus may terminate the Placing Agreement in certain circumstances, details of
which are set out below.
Neither Zeus nor the Company nor any of their respective affiliates nor any of
their respective Representatives 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 (or any part thereof) nor for any decision any of them may make as to
the satisfaction of any condition or in respect of the Placing generally (or
any part thereof) and by participating in the Placing each Placee agrees that
any such decision is within the absolute discretion of Zeus.
Termination of the Placing
Zeus may, in its absolute discretion, by notice to the Company, terminate the
Placing Agreement at any time up to Admission if, inter alia:
(a) any statement contained in the Announcement, the investor
presentation relating to the Fundraising or the Circular (the "Placing
Documents") has become untrue, incorrect in any material respect or misleading
or any matter has arisen which would, if the Placing Documents were issued at
that time, constitute a material omission from the Placing Documents or any of
them;
(b) any of the Warranties was untrue, inaccurate in any material
respect or misleading when made and/or that any of the Warranties has ceased
to be true or accurate in any material respect or has become misleading at any
time prior to Admission, in each case by reference to the facts and
circumstances subsisting at that time;
(c) any matter has arisen giving an entitlement on the part of
any indemnified person to make a claim under the indemnity contained in the
Placing Agreement;
(d) the Company has not complied or cannot comply with any of
its obligations under the Placing Agreement or otherwise relating to the
Placing and Admission (to the extent that such obligations fall to be complied
with prior to Admission); or
(e) there has been a force majeure event which in the reasonable
opinion of Zeus, is, will or may be materially adverse to the Group or to the
successful outcome of the Placing.
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 these Terms and Conditions shall cease and terminate at such time and no
claim can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and Zeus
that the exercise by the Company or Zeus 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 Zeus or for agreement between the
Company and Zeus (as the case may be) and that neither the Company nor Zeus
need make any reference to such Placee and that none of the Company, Zeus nor
any of their respective affiliates 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.
By agreeing with Zeus as agent of the Company to subscribe for Placing Shares
under the Placing, a Placee (and any person acting on a Placee's behalf) will
irrevocably acknowledge and confirm and warrant and undertake to, and agree
with, each of the Company and Zeus, in each case as a fundamental term of such
Placee's application for Placing Shares and of the Company's obligation to
allot and/or issue any Placing Shares to it or at its direction, that its
rights and obligations in respect of the Placing (or any part of it) will
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 in any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and
agrees (for itself and for any such prospective Placee) that (save where Zeus
expressly agrees in writing to the contrary):
1. it has read and understood these Terms and Conditions in
their 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 a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus or other
offering document:
(a) is required under any applicable law; and
(b) has been or will be prepared in connection with the Placing,
and, in particular, that the Subscription and Retail Offer referred to in the
Announcement and the Circular relating thereto are separate from the Placing
and do not form part of any offer or agreement concerning the Placing and/or
any Placing Shares;
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 and the Market Abuse
Regulation (EU Regulation No. 596/2014) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("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
the terms of the Placing and has relied on its own investigation of the
business, financial position and other aspects of the Company in accepting a
participation in the Placing and neither Zeus nor the Company nor any of their
respective affiliates 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 the Announcement and these Terms and
Conditions or the Publicly Available Information; nor has it requested Zeus,
the Company, any of their respective affiliates, any of their respective
Representatives or any person acting on behalf of any of them to provide it
with any such information;
5. neither Zeus nor any person acting on behalf of it nor any
of their respective affiliates nor any of their respective Representatives has
or shall have any liability for any Publicly Available Information, or any
representation relating to the Company, provided that nothing in these Terms
and Conditions excludes the liability of any person for any fraudulent
misrepresentation made by that person;
6.
(a) the only information 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 this Announcement and the
Publicly Available Information;
(b) neither Zeus nor any of its affiliates 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 Placing Documents or
the Publicly Available Information;
(c) it has conducted its own investigation of the Company, the
Placing 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 Zeus 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 the Announcement and the other Publicly
Available Information as well as any information made available (in written or
oral form) in presentations or as part of roadshow discussions with investors
relating to the Company (the "Information") has been prepared by and is
exclusively the responsibility of the Company and that neither Zeus nor any
persons acting on its behalf is responsible for or has or shall have any
liability for any such Information, representation, warranty or statement
relating to the Company contained therein nor will they be liable for any
Placee's decision to participate in the Placing based on any Information or
any representation, warranty or statement contained therein or otherwise.
Nothing in these Terms and Conditions shall exclude any liability of any
person for fraudulent misrepresentation;
8. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges and agrees that it will pay
the total subscription amount in accordance with these Terms and Conditions by
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 Zeus
determines;
9. 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 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 these Terms and Conditions) 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;
10. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of the
Prospectus Regulation and Regulation 5(1) of the UK Prospectus Regulation:
(a) 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 in circumstances where either the Prospectus Regulation or the
UK Prospectus Regulation applies to, persons in any Relevant Member State or
in the UK other than Qualified Investors (as defined under the Prospectus
Regulation or the UK Prospectus Regulation respectively) in circumstances in
which the prior consent of Zeus has not been given to the offer or resale; or
(b) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or in the UK other than EU or UK
Qualified Investors (as defined under the Prospectus Regulation or the UK
Prospectus Regulation respectively), the offer of those Placing Shares to it
is not treated under the Prospectus Regulation or the EU Prospectus Regulation
as having been made to such persons;
11. 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 have an address in, or be subject to the laws of, 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 Australia, Canada, the Republic of South
Africa or Japan and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
12. 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;
13. 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;
14. 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;
15. 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 all other applicable jurisdictions;
16. 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;
17. 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 will, to the extent
they are delivered in certificated form, bear a legend to the following effect
unless agreed otherwise with the Company and Zeus:
"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, DIRECTLY OR INDIRECTLY, WITHIN, INTO
OR FROM THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) 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";
18. 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 the Securities Act) or any "directed selling efforts" (as such term
is defined in Regulation S under the Securities Act);
19. it will not distribute, forward, transfer or otherwise
transmit these Terms and Conditions and/or the Announcement or any part of
them, 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;
20. none of Zeus, its affiliates or 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 Zeus and that Zeus 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;
21. it will make payment to Zeus for the Placing Shares
allocated to it in accordance with these Terms and Conditions on or by the
specified time (being the Admission Settlement Date), failing which the
relevant Placing Shares may be placed with others on such terms as Zeus
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 these Terms and
Conditions) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
22. 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 Zeus 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;
23. no action has been or will be taken by any of the Company,
Zeus or any person acting on behalf of the Company or Zeus 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;
24. 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;
25. neither Zeus or the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax payable on the acquisition
of the Placing Shares. 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 Zeus in respect of the same on the basis that the
Placing Shares will be allotted to a CREST stock account of Zeus or
transferred to a CREST stock account of Zeus who will hold them as nominee on
behalf of the Placee until settlement in accordance with its standing
settlement instructions with it;
26. 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, or the person
specified by it for registration as holder of Placing Shares, is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
27. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its ordinary
shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;
28. as far as it is aware it is not acting in concert (within
the meaning given in The City Code on Takeovers and Mergers) with any other
person in relation to the Company, save as previously disclosed to Zeus;
29. 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;
30. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA;
31. 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 neither these Terms and Conditions
nor the Announcement has been approved by Zeus 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;
32. it has complied and it will comply with all applicable laws
in any jurisdiction with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the United
Kingdom);
33. 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, any person save in circumstances in
which the express prior written consent of Zeus has been given to the offer or
resale;
34. if it has received any inside information (for the purposes
of the MAR and/or section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of the
Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
35. neither of Zeus, nor the Company nor any of their respective
affiliates nor any of their respective Representatives nor any person acting
on behalf of Zeus or its affiliates or its Representatives nor any person
acting on behalf of any of them is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the Placing
nor in respect of any representations, warranties, acknowledgements,
agreements, undertakings, or indemnities contained in the Placing Agreement
nor the exercise or performance of any of Zeus' rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right;
36. Zeus 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 the Announcement and/or these Terms
and Conditions 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, Zeus and/or any of its affiliates
acting as an investor for its or their own account(s). Neither of Zeus 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;
37. it:
(a) has complied, and will comply, with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017;
(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,
(all such statutes, rules and regulations referred to in this paragraph 37
together, the "Regulations") and if making payment on behalf of a third party,
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and it 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 Zeus such evidence, if any, as to the identity or location or
legal status of any person which they 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 Zeus 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 Zeus may decide at its discretion;
38. in order to ensure compliance with the Regulations, Zeus
(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 Zeus or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at Zeus' absolute discretion or, where appropriate, delivery
of the Placing Shares to it in uncertificated form may be delayed at Zeus' or
the Company's registrars', as the case may be, absolute discretion. If within
a reasonable time after a request for verification of identity Zeus (for
itself and as agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either Zeus 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;
39. its commitment to acquire Placing Shares on these Terms and
Conditions 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 Zeus' conduct of the Placing;
40. 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;
41. it irrevocably appoints any duly authorised officer of Zeus
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 which it agrees to
acquire upon the these Terms and Conditions;
42. the Company, Zeus and others (including each of their
respective affiliates and their respective Representatives) will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to Zeus on its own behalf and
on behalf of the Company and are irrevocable;
43. 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 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;
44. time is of the essence as regards its obligations under
these Terms and Conditions;
45. 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 Zeus;
46. the Placing Shares will be issued subject to these Terms and
Conditions; and
47. these Terms and Conditions and all documents into which
these Terms and Conditions are incorporated by reference or of which they
otherwise validly form a part and/or any agreements entered into pursuant to
these Terms and Conditions and all agreements to acquire Placing Shares
pursuant to the Placing 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 (contractual or otherwise) or matter 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 Zeus 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, Zeus and each of
their respective affiliates and 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 these
Terms and Conditions or incurred by Zeus, the Company or any of their
respective affiliates and their respective Representatives arising from the
performance of the Placee's obligations as set out in these Terms and
Conditions, and further agrees that the provisions of these Terms and
Conditions shall survive after the completion of the Placing.
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, directly 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 Zeus 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 Zeus 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 Zeus in the event that either of the
Company and/or Zeus have incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in these Terms and Conditions are given to Zeus for itself and on behalf of
the Company and are irrevocable.
Zeus is authorised and regulated by the FCA and is acting exclusively for the
Company and no one else in connection with the Placing, and Zeus will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in these Terms and
Conditions.
Each Placee and any person acting on behalf of the Placee acknowledges that
Zeus 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.
The provisions of these Terms and Conditions may be varied, waived or modified
as regards specific Placees or on a general basis by Zeus provided always that
such variation, waiver or modification is not materially prejudicial to the
interests of the Company.
In the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these Terms and Conditions are to each of such Placees and such
joint Placees' liability is joint and several.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Zeus may (at its absolute discretion) satisfy their obligations to
procure Placees by themselves 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
Zeus, any money held in an account with Zeus 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 the Zeus' money in accordance with the client
money rules and will be held by it under a banking relationship and not as
trustee.
In these Terms and Conditions any words following the terms "including",
"include", "in particular", "for example" or any similar expression shall be
construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
References to time in these Terms and Conditions are to London time, unless
otherwise stated.
All times and dates and certain other information in these Terms and
Conditions and in the Announcement may be subject to amendment and/or
updating. Placees will be notified of any material changes.
No statement in the Announcement or these Terms and Conditions is intended to
be a profit forecast or estimate, and no statement in the Announcement or
these Terms and Conditions 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 AIM.
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,
these Terms and Conditions.
DEFINITIONS
The following definitions apply to these Terms and Conditions:
Admission admission of the Fundraising Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
Admission Date 8.00 a.m. on 31 May 2024 or such later time as Zeus may agree with the Company
but in any event no later than 8.00 a.m. on the Long Stop Date;
Admission Settlement Date the date the settlement of transactions in the Fundraising Shares following
Admission will take place within the CREST system (subject to certain
exceptions) which is expected to occur on 31 May 2024;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by the London Stock Exchange;
Announcement the announcement regarding the Fundraising, including these Terms and
Conditions;
Bookbuild or Bookbuild Platform the online platform through which the Retail Offer is being conducted;
certificated or in certificated form refers to an Ordinary Share which is not in uncertificated form (that is, not
in CREST)
Circular the Company's circular to Shareholders to be published on or about 14 May 2024
relating to the Fundraising and incorporating the Notice of General Meeting;
Company LifeSafe Holdings plc registered in England and Wales under number 09770600
whose registered office is at 1 Sopwith Crescent, Wickford, Essex, England,
SS11 8YU;
CREST the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear;
EIS the Enterprise Investment Scheme whose rules are contained in Part 5 of the
Income Tax Act 2007 (income tax) and sections 150A to 150C of, and Schedule 5B
to, the Taxation and Chargeable Gains Act 1992 (capital gains tax);
Euroclear Euroclear UK & International Limited;
FSMA the Financial Services and Markets Act 2000, as amended;
Fundraising the Placing, the Subscription and the Retail Offer;
Fundraising Shares together, the Placing Shares, the Retail Offer Shares and the Subscription
Shares
General Meeting the general meeting of Shareholders to be held at 10:00 a.m. on 30 May 2024 at
LifeSafe Holdings plc, Basepoint Business Centre, Isidore Road, Bromsgrove
Enterprise Park, Bromsgrove, B60 3ET (or any reconvened meeting following
adjournment of the general meeting);
Intermediaries any financial intermediaries that are appointed by Zeus as the "Retail Offer
Coordinator" in connection with the Retail Offer;
Issue Price 10 pence per Fundraising Share;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 14 June 2024;
MAR the Market Abuse Regulation (EU/596/2014) as it forms part of the domestic law
of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as
amended from time to time);
Notice of General Meeting the notice of the General Meeting contained within the Circular;
Ordinary Shares ordinary shares of £0.01 each in the capital of the Company;
Placees the persons with whom Placing Shares are placed pursuant to the Placing;
Placing the conditional placing of the Placing Shares by Zeus on behalf of the Company
at the Issue Price, in accordance with the Placing Agreement;
Placing Agreement the conditional placing agreement dated 14 May 2024 relating to the Placing of
the Placing Shares between the Company and Zeus;
Placing Shares the new Ordinary Shares which are to be issued by the Company pursuant to the
Placing;
Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017;
Regulation S Regulation S under the Securities Act;
Relevant Member State a member state of the European Economic Area which has implemented the
Prospectus Regulation;
Representatives directors, officers, partners, employees, advisers and/or agents;
Resolutions the resolutions contained in the Notice of General Meeting;
Retail Investors existing shareholders of the Company who are resident in the United Kingdom
and are a customer of an Intermediary who agree conditionally to subscribe for
Retail Offer Shares in the Retail Offer;
Retail Offer the proposed offer of the Retail Offer Shares to Retail Investors through
Intermediaries via the Bookbuild Platform;
Retail Offer Shares the new Ordinary Shares to be issued by the Company at the Issue Price
pursuant to the Retail Offer;
Shareholders holders of Ordinary Shares;
Subscribers persons who agree to subscribe for Subscription Shares pursuant to
Subscription Agreements;
Subscription the subscription by the Subscribers directly with the Company for Subscription
Shares pursuant to the Subscription Agreements;
Subscription Agreements the agreements entered into between the Company and the Subscribers pursuant
to which the Subscribers will agree to subscribe for the Subscription Shares
at the Issue Price;
Subscription Shares in aggregate, certain new Ordinary Shares proposed to be issued by the Company
to the Subscribers pursuant to the Subscription;
UK Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017, as it forms part of the law of England and Wales by virtue of
section 3 of the European Union (Withdrawal) Act 2018 and as modified by or
under domestic law;
uncertificated or in uncertificated form recorded on a register of securities maintained by Euroclear in accordance
with the CREST Regulations as being in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST;
United States or US the United States of America, its territories and possessions, any state of
the United States and the District of Columbia;
VCT or Venture Capital Trust a company which is, or which is seeking to become, approved as a venture
capital trust under the provisions of Part 6 of the ITA;
Zeus Zeus Capital Limited, registered in England and Wales under number 04417845
whose registered office is at 82 King Street, Manchester, M2 4WQ (together
with its affiliates).
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