REG - LifeSafe Holdings - Proposed Placing and Subscription
21/12/2023 07:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231221:nRSU5276Xa&default-theme=true
RNS Number : 5276X LifeSafe Holdings PLC 21 December 2023
THE INFORMATION IN THIS ANNOUNCEMENT, WHICH INCLUDES CERTAIN INFORMATION DRAWN
FROM PUBLIC SOURCES, DOES NOT PURPORT TO BE COMPREHENSIVE AND HAS NOT BEEN
INDEPENDENTLY VERIFIED. THIS ANNOUNCEMENT CONTAINS STATEMENTS THAT ARE, OR MAY
BE DEEMED, FORWARD-LOOKING STATEMENTS, WHICH RELATE, INTER ALIA, TO THE
COMPANY'S PROPOSED STRATEGY, PLANS AND OBJECTIVES. SUCH FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT
FACTORS BEYOND THE CONTROL OF THE COMPANY (INCLUDING BUT NOT LIMITED TO FUTURE
MARKET CONDITIONS, LEGISLATIVE AND REGULATORY CHANGES, THE ACTIONS OF
GOVERNMENTAL REGULATORS AND CHANGES IN THE POLITICAL, SOCIAL OR ECONOMIC
FRAMEWORK IN WHICH THE COMPANY OPERATES) THAT COULD CAUSE THE ACTUAL
PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM
SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE
PERFORMANCE AND INVOLVE RISKS, UNCERTAINTIES, OUTCOMES AND ASSUMPTIONS WHICH
ARE DIFFICULT TO PREDICT, QUALIFY AND/OR QUANTIFY. SUCH FORWARD-LOOKING
STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE COMPANY'S PRESENT
AND FUTURE STRATEGIES. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE
DATE OF THIS ANNOUNCEMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN TO REFLECT ANY NEW INFORMATION AND/OR CHANGE IN
EVENTS, CONDITIONS, AND/OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE
BASED, UNLESS REQUIRED TO DO SO BY LAW, THE AIM RULES OR ANY APPROPRIATE
REGULATORY AUTHORITY.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT
NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN
CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY
OF THOSE JURISDICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAW OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED
STATES. THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, DELIVERED OR 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 COMPANY DOES NOT INTEND
TO REGISTER ANY PORTION OF THE PLACING IN THE UNITED STATES OR TO CONDUCT A
PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
WH IRELAND LIMITED ("WH IRELAND"), WHICH IS AUTHORISED AND REGULATED IN THE
UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY, IS ACTING FOR THE COMPANY
AND FOR NO-ONE ELSE IN CONNECTION WITH THE PLACING, AND WH IRELAND WILL NOT BE
RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS
AFFORDED TO ITS CUSTOMERS OR FOR PROVIDING ADVICE TO ANY OTHER PERSON IN
RELATION TO THE PLACING OR ANY OTHER MATTER REFERRED TO HEREIN.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON
WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON
THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY
EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
LifeSafe Holdings plc
("LifeSafe" or the "Company")
Proposed Placing to raise approximately £370,000
Proposed Share Subscription to raise approximately £30,000
LifeSafe Holdings plc, a fire safety technology business with innovative fire
extinguishing fluids and fire safety products, announces its intention to
raise gross proceeds of up to, in aggregate, approximately £370,000 by means
of a placing of new Ordinary Shares ("Placing Shares") to certain
institutional and other investors (the "Placing") at a price of 16 pence per
share (the "Placing Price").
The Placing Price represents a discount of approximately 22 per cent. to the
Closing Price on AIM of 20.5 pence per Ordinary Share on 20 December 2023,
being the latest practicable business day prior to the publication of this
Announcement.
In addition to the Placing, certain investors procured by the Company are
expected to subscribe for new Ordinary Shares at the Placing Price pursuant to
subscription agreements proposed to be entered into directly with the Company
(the "Share Subscription"). The Share Subscription is proposing to raise
£30,000 (before expenses) through the issue of 187,500 new Ordinary Shares at
the Placing Price ("Subscription Shares").
The Placing is being conducted in two tranches with the second tranche of
Placing Shares being issued on a delayed settlement and admission. The Placing
Shares will be issued fully paid and will rank pari passu in all respects with
the Company's existing Ordinary Shares.
The Placing element is to be conducted by way of an accelerated bookbuild
process which will commence immediately following this Announcement and will
be subject to the terms and conditions set out in Appendix I to this
Announcement.
WH Ireland Limited ("WH Ireland") is acting as broker in relation to the
Placing. A placing agreement has been entered into today between the Company
and WH Ireland in connection with the Placing (the "Placing Agreement").
A further announcement confirming the closing of the Placing and the number of
new Ordinary Shares to be issued pursuant to the Placing and Share
Subscription is expected to be made in due course.
Placing Highlights
· Two tranche fundraising by way of the Placing to raise, in aggregate,
up to approximately £370,000 (before expenses) through the issue of, in
aggregate, up to 2,312,500 new Ordinary Shares at the Placing Price.
· Placing element to be conducted via an accelerated bookbuild process
launching today.
· Share Subscription at the Placing Price to raise approximately
£30,000 (before expenses) to be completed at the same time as the Placing.
· The Placing Shares and Subscription Shares, assuming full take-up of
the Placing and Share Subscription, will represent approximately 9.0 per cent.
of the Enlarged Issued Share Capital.
· The net proceeds of the Placing will be utilised by the Company to
finance, until the second quarter of 2024, both the shortfall in working
capital caused by the Group's performance in 2023, and the additional resource
required for the new wholesale and industrial products.
· The final number of Placing Shares will be agreed by WH Ireland and
the Company at the close of the Bookbuild, and the result of the Placing will
be announced as soon as practicable thereafter.
· The timing for the close of the Bookbuild and allocation of the
Placing Shares shall be at the discretion of WH Ireland, in agreement with the
Company. The Placing is not underwritten.
· The Appendix I to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the Placing.
Background to and reasons for the Placing
The Board is refining the Group's strategy in order to accelerate the
Company's move to profitability in the light of the increased advertising and
logistics costs and revenue slippage which were announced on 29 November 2023,
notwithstanding early signs of a significantly higher return on advertising
spend pursuant to a new digital advertising approach in the first week of
December.
The Board has nonetheless resolved to increase the Group's focus on higher
margin business, not only in its existing direct to consumer products, but
also in its new wholesale and industrial thermal runaway, pre-trauma and
wildfire products.
As a result, it anticipates that 2024 growth in revenues, albeit at higher
margins, will be in excess of 10 per cent. compared to 2023 but lower than
previously projected. These projections currently include only minimal
contributions from the Company's new wholesale and industrial products. Having
already achieved reductions primarily in supply chain and logistics costs, the
Board anticipates that the Group will be approaching EBITDA breakeven in the
year ending 31 December 2024.
The purpose of this fund raising is to finance, until the second quarter of
2024, the shortfall in working capital caused by the Group's performance in
2023 and a delayed HMRC VAT refund of £350,000 forecast to be received by the
end of February 2024, and to commit resource to the new wholesale and
industrial products.
The Placing
The Placing comprises a proposed placing of new Ordinary Shares to be effected
in two tranches. The Company intends to issue, in aggregate, up to 1,729,875
new Ordinary Shares (the "First Placing Shares"), to raise gross proceeds of
approximately £276,780, to participants in the Placing. The First Placing
Shares are expected to be admitted to trading on AIM on or around 29 December
2023.
The Company intends to issue up to a further 582,625 new Ordinary Shares (the
"Second Placing Shares"), to raise gross proceeds of approximately a further
£93,220. The Second Placing Shares are expected to be admitted to trading on
AIM on or around 16 January 2024.
WH Ireland Limited is acting as bookrunner in connection with the Placing ("WH
Ireland" or the "Bookrunner"). The First Placing Shares and Second Placing
Shares are being offered by way of an accelerated bookbuild (the "Accelerated
Bookbuild"), which will be launched immediately following this Announcement,
in accordance with the terms and conditions set out in Appendix I to this
Announcement.
Admission of the First Placing Shares (the "First Admission") is conditional,
inter alia, upon the First Admission becoming effective and the placing
agreement dated 20 December 2023 between the Company and the Bookrunner (the
"Placing Agreement") not having been terminated and becoming unconditional in
respect of the First Placing Shares.
Admission of the Second Placing Shares (the "Second Admission") is,
conditional, inter alia, on the Second Admission becoming effective, the
Placing Agreement not having been terminated and becoming unconditional.
The issue of the First Placing Shares is not conditional on issue of the
Second Placing Shares. The issue of the First Placing Shares will not be
affected by any or all of the Second Placing failing to complete for any
reason.
In connection with the Placing, the Company has entered into the Placing
Agreement with WH Ireland which contains certain customary warranties given by
the Company with respect to the Company's business and customary indemnities
given by the Company in respect of liabilities arising out of or in connection
with the Placing.
The Placing is conditional, amongst other things, on:
· admission of the First Placing Shares becoming effective by no later
than 8.00 a.m. on 29 December 2023 and admission of the Second Placing Shares
becoming effective by no later than 8.00 a.m. on 16 January 2024 (or such
later time(s) and / or date(s) as the Company and the Bookrunner shall agree,
not being later than 31 January 2024);
· the delivery by the Company to the Bookrunner of certain documents
required under the Placing Agreement, on signing and at both the First
Admission and Second Admission;
· the Company having fully performed its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
admission of the First Placing Shares or the Second Placing Shares as
applicable; and
· the Placing Agreement not having been terminated by the Bookrunner in
accordance with its terms.
For the avoidance of doubt, if the Placing Agreement between the Company and
WH Ireland is terminated prior to First Admission then the Placing will not
occur. If, however, the Placing Agreement is terminated following First
Admission but prior to Second Admission then Second Admission will not occur
but Placees' obligations will remain fully effective in respect of the first
tranche of placing shares and First Admission.
The Placing Shares, assuming full take-up pursuant to the Placing, will
represent approximately 8.3 per cent. of the Company's Enlarged Issued Share
Capital.
WH Ireland is acting as agent for the Company and has agreed to use its
reasonable endeavours to place approximately 2,312,500 Placing Shares at the
Placing Price with new and existing investors. The final number of Placing
Shares will be agreed between WH Ireland and the Company at the close of the
Bookbuild and the result will be announced as soon as practicable thereafter.
The timing for the close of the Bookbuild and allocation of the Placing Shares
shall be at the discretion of WH Ireland, in agreement with the Company. The
Placing is not underwritten. The Appendix I to this Announcement (which forms
part of this Announcement) contains the detailed terms and conditions of the
Placing. In connection with the Placing, the Company has entered into a
Placing Agreement with WH Ireland, which contains customary warranties given
by the Company with respect to the Company's business and customary
indemnities given by the Company in respect of liabilities arising out of or
in connection with the Placing.
The timing of the closure of the Placing and the allocation of the Placing
Shares to be issued at the Placing Price are to be determined at the
discretion of the Company and the Bookrunner.
Admission to trading
Application will be made to the London Stock Exchange for admission of the
First Placing Shares and Subscription Shares to trading on AIM. It is expected
that admission will become effective and dealings in the First Placing Shares
and Subscription Shares commence at 8.00 a.m. on or around 29 December 2023.
Following admission of the First Placing Shares and Subscription Shares, the
total issued ordinary share capital of the Company will comprise 27,293,358
Ordinary Shares with voting rights. This figure may be used by shareholders in
the Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company's share capital.
A further announcement will be made following the closure of the Placing,
confirming final details of the Placing.
Application will also be made to the London Stock Exchange for admission of
the Second Placing Shares to trading on AIM. It is expected that admission
will become effective and dealings in the Second Placing Shares commence at
8.00 a.m. on or around 16 January 2024.
Following admission of the Second Placing Shares, the total issued ordinary
share capital of the Company is expected to comprise 27,875,983 Ordinary
Shares with voting rights (assuming full take up of the Second Placing
Shares). This figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company's share capital.
The Placing is not being underwritten and the Placing is not conditional on a
minimum amount being raised.
This Announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014, as amended, as it forms part of the domestic law of
the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as
amended ("MAR"). In addition, market soundings (as defined in MAR) were taken
in respect of the Placing with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in possession
of such inside information relating to the Company and its securities.
For further enquiries:
LifeSafe Holdings plc Via FTI Consulting
Dominic Berger, Chairman info@lifesafetechnologies.com
Neil Smith, Chief Executive Officer
Mike Stilwell, Chief Financial Officer
WH Ireland Limited (Nominated Adviser & Broker) Tel: +44 (0) 20 7220 1666
Chris Fielding
Darshan Patel
Isaac Hooper
FTI Consulting (Financial Communications) Tel: +44 (0) 20 3727 1000
Tom Hufton LifeSafe@fticonsulting.com
Harriet Jackson
Liam Gerrard
Additional Information
Details of the Placing Agreement and the Placing Shares
Pursuant to the Placing Agreement, the Bookrunner, as agent for the Company,
has conditionally agreed to use reasonable endeavours to procure subscribers
at the Placing Price for the Placing Shares.
The Bookrunner intends to conditionally place the Placing Shares with certain
institutional and other investors at the Placing Price.
The Placing is being conducted in two tranches on a non-pre-emptive basis. The
Company intends to raise gross proceeds of approximately £370,000 pursuant to
the Placing. The Company intends to issue up to 1,729,875 First Placing
Shares, to raise gross proceeds of approximately £276,780, and up to 582,625
Second Placing Shares, to raise gross proceeds of approximately £93,220,
pursuant to the Company's pre-existing share capital authorities to allot
equity securities granted at the Company's general meeting held on 22 August
2023. The First Placing Shares are expected to be admitted to trading on AIM
on or around 29 December 2023, the Second Placing Shares are expected to be
admitted to trading on AIM on or around 16 January 2024 (or such later date
and/or time as the Bookrunner and the Company may agree, being no later than
8.00 a.m. on 31 January 2024).
Admission of the First Placing Shares is conditional, inter alia, upon the
First Admission becoming effective and the Placing Agreement not having been
terminated and becoming unconditional in respect of the First Placing
Shares. Admission of the Second Placing Shares is also conditional, inter
alia, upon the Second Admission becoming effective and the Placing Agreement
not having been terminated.
In the event that the Conditions have not been fulfilled prior to the Second
Admission Long Stop Date, then the Second Placing will not complete and the
funds from the Second Placing will not be received.
It should be noted that First Admission is not conditional upon Second
Admission. However, Second Admission is conditional on First Admission.
The Second Placing is conditional upon (amongst other things) the Placing
Agreement not having been terminated and Second Admission occurring on or
around 16 January 2024 (or such later date and/or time as the Bookrunner and
the Company may agree, being no later than 8.00 a.m. on 31 January 2024).
The Bookrunner has the right to terminate the Placing Agreement in certain
circumstances prior to First Admission, or after First Admission but before
Second Admission in respect of the Second Placing Shares, including (but not
limited to): in the event that there is a breach of any of the warranties set
out in the Placing Agreement or in the event of certain changes or
developments which, in the opinion of the Bank, acting in good faith, would
or would be reasonably likely to prejudice materially the Placing or Admission
in general, or would or would be reasonably likely to make it impracticable or
inadvisable to proceed with the Placing and Admission, or render the
creation of a market in the ordinary share capital of the Company temporarily
or permanently impracticable. If this termination right is exercised or if the
conditionality in the Placing Agreement is not satisfied, the Placing will not
proceed.
For the avoidance of doubt, if the Placing Agreement between the Company and
WH Ireland is terminated prior to First Admission then the Placing will not
occur. If the Placing Agreement is terminated following First Admission but
prior to Second Admission then Second Admission will not occur but Placees'
obligations will remain fully effective in respect of the First Placing Shares
and First Admission.
The Placing Shares are not subject to clawback. The Placing is not being
underwritten. The Placing is not conditional on a minimum amount being raised.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, will be credited as fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions (if any) declared, made or
paid on or in respect of Ordinary Shares after the date of issue of the
Placing Shares.
The Placing Shares will trade on AIM under LIFS with ISIN GB00BP83Y473.
Further details of the Share Subscription
Pursuant to the Share Subscription, certain investors are subscribing directly
with the Company for the Subscription Shares at the Placing Price.
The Share Subscription is conditional upon (amongst other things) the Placing
Agreement not having been terminated and First Admission occurring on or
before 8.00 a.m. on 29 December 2023 (or such later date and/or time as the
Bookrunner and the Company may agree, being no later than 8.00 a.m. on 31
January 2024).
Placing and Subscription Shares
The Placing Shares and Subscription Shares, when issued, will be fully paid
and will rank pari passu in all respects with the Existing Ordinary Shares in
issue, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
Applications will be made to London Stock Exchange for admission of the First
Placing Shares, Second Placing Shares and the Subscription Shares to trading
on AIM.
It is expected that First Admission will take place on or around 8.00 a.m. on
29 December 2023 and that dealings in the First Placing Shares and
Subscription Shares on AIM will commence at the same time.
It is expected that Second Admission will take place on or around 16 January
2024 and that dealings in the Second Placing Shares on AIM will commence at
the same time.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY WH IRELAND,
("EU QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION 2017/1129 (THE "EU PROSPECTUS REGULATION"); AND (B) IN THE UNITED
KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; OR (III) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE EU PROSPECTUS REGULATION, AS IT FORMS PART OF UK LAW AS RETAINED
EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS");
AND (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE
FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT
STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR
DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES
AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY
NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the 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, Japan or the Republic of
South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II"); (b) the UK's implementation
of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA; 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 UK
MiFID II); and (ii) eligible for distribution through all distribution
channels as are permitted by UK MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (such term to have
the same meaning as in the MiFID II Product Governance Requirements) should
note that: the price of the Placing Shares may decline and investors could
lose all or part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of UK
MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
this Announcement of which it forms part should seek appropriate advice before
taking any action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with WH Ireland and the Company to be bound
by these terms and conditions as being the terms and conditions upon which
Placing Shares will be issued or acquired. A Placee shall, without limitation,
become so bound if WH Ireland confirms to such Placee its allocation of
Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has committed to
subscribe for or acquire Placing Shares or on whose behalf a commitment to
subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Bookrunner and the Company have entered into a Placing Agreement, under
which the Bookrunner has, on the terms and subject to the conditions set out
therein, undertaken to use its reasonable endeavours to procure subscribers
for Placing Shares at the Placing Price. The Placing is not being underwritten
by the Bookrunner or any other person.
The number of Placing Shares will be determined following completion of the
Bookbuild as set out in this Announcement. The timing of the closing of the
Bookbuild, the number of Placing Shares and allocations are at the discretion
of the Bookrunner, following consultation with the Company. Allocations will
be confirmed orally or by email by the Bookrunner following the close of the
Bookbuild. A further announcement confirming these details will then be made
as soon as practicable following completion of the Bookbuild.
Placees are referred to these terms and conditions and this Announcement
containing details of, inter alia, the Placing. These terms and conditions and
this Announcement have been prepared and issued by the Company, and are the
sole responsibility of the Company.
The Placing Shares will, when issued, be subject to the Constitution, will be
credited as fully paid and rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of Ordinary
Shares after the date of issue of the Placing Shares.
Subject to Admission, the Placing Shares will trade on AIM under the trading
symbol "LIFS" and with ISIN GB00BP83Y473.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading
on AIM of the First Placing Shares. It is expected that settlement of any such
shares and First Admission will become effective on or around 8.00 a.m. on 29
December 2023 and that dealings in the First Placing Shares will commence at
that time.
Application will be made to the London Stock Exchange for admission to trading
on AIM of the Second Placing Shares. It is expected that settlement of any
such shares and Second Admission will become effective on or around 8.00 a.m.
on 16 January 2024 and that dealings in the Second Placing Shares will
commence at that time.
Bookbuild
WH Ireland will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Placing Price. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
WH Ireland and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing are as follows:
1 By participating in the Placing, Placees will be
deemed to have read and understood this Announcement and these terms and
conditions in their entirety and to be participating and making an offer for
any Placing Shares on these terms and conditions, and to be providing the
acknowledgements, confirmations, undertakings, representations, warranties,
indemnities, and agreements, contained in these terms and conditions.
2 WH Ireland is arranging the Placing as agent for,
and broker to, the Company.
3 Participation in the Placing is only available to
persons who are lawfully able to, and have been invited to participate by WH
Ireland. WH Ireland is entitled to participate in the Placing as principal.
4 The Bookbuild will establish the number of Placing
Shares to be issued at the Placing Price, which will be agreed between WH
Ireland and the Company following completion of the Bookbuild. The number of
Placing Shares will be announced on a Regulatory Information Service following
the completion of the Bookbuild.
5 To bid in the Bookbuild, Placees should
communicate their bid by telephone to their usual contact at WH Ireland. Each
bid should state the number of Placing Shares which the prospective Placee
wishes to subscribe for or purchase at the Placing Price. Bids may be scaled
down by WH Ireland on the basis referred to in paragraph 9 below.
6 The timing of the closing of the Bookbuild will be
at the discretion of WH Ireland. The Company reserves the right to reduce or
seek to increase the amount to be raised pursuant to the Placing, in its
absolute discretion. WH Ireland may, in agreement with the Company, accept
offers to subscribe for Placing Shares that are received after the Bookbuild
has closed.
7 Each Placee's allocation will be confirmed to
Placees orally, or by email, by WH Ireland, following the close of the
Bookbuild and a trade confirmation or contract note will be dispatched as soon
as possible thereafter. WH Ireland's oral or emailed confirmation will give
rise to an irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of WH Ireland and the Company, under which
it agrees to acquire by subscription the number of Placing Shares allocated to
it at the Placing Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the Company's
articles of association. Except with WH Ireland's consent, such commitment
will not be capable of variation or revocation.
8 The Company will make a further announcement
following the close of the Bookbuild detailing the total number of Placing
Shares to be issued at the Placing Price.
9 Subject to paragraphs 5 and 6 above, WH Ireland
may choose not to accept bids and/or to accept bids, either in whole or in
part, on the basis of allocations determined at its discretion (after
agreement with the Company) and may scale down any bids for this purpose on
such basis as it may determine. WH Ireland may also, notwithstanding
paragraphs 5 and 6 above, subject to the prior consent of the Company,
allocate Placing Shares after the time of any initial allocation to any person
submitting a bid after that time.
10 A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made and except
with WH Ireland's consent will not be capable of variation or revocation from
the time at which it is submitted.
11 Except as required by law or regulation, no press
release or other announcement will be made by WH Ireland or the Company using
the name of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee's prior written consent.
12 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the same time,
on the basis explained below under "Registration and Settlement".
13 All obligations of WH Ireland under the Placing will be
subject to fulfilment of the conditions referred to below "Conditions of the
Placing" and to the Placing not being terminated on the basis referred to
below under "Right to terminate under the Placing Agreement".
14 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 following the close of the Bookbuild.
15 To the fullest extent permissible by law and the
applicable rules of the FCA, none of WH Ireland nor any of their affiliates
shall have any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise whether or not a recipient of these terms and
conditions) in respect of the Placing. Each Placee acknowledges and agrees
that the Company is responsible for the allotment of the Placing Shares to the
Placees and WH Ireland and their affiliates shall have no liability to the
Placees for the failure of the Company to fulfil those obligations. In
particular, none of WH Ireland nor any of their affiliates shall have any
liability (including to the extent permissible by law, any fiduciary duties)
in respect of WH Ireland's conduct of the Placing.
16 No commissions are payable to Placees in respect of the
Placing.
17 For the avoidance of doubt, if the Placing Agreement
between the Company and WH Ireland is terminated prior to First Admission then
the Placing will not occur. If the Placing Agreement is terminated following
First Admission but prior to Second Admission, then Second Admission will not
occur but Placees' obligations will remain fully effective in respect of the
First Placing Shares and First Admission.
Conditions of the Placing
WH Ireland's obligations under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:
1 the application and all other documents required
to be submitted with the application being delivered to the London Stock
Exchange when due;
2 the delivery by the Company to WH Ireland of
certain documents required under the Placing Agreement;
3 the publication of an announcement announcing the
results of the Placing through a Regulatory Information Service by no later
than 5.00 p.m. on 21 December 2023 (or such later time and/or date as may be
agreed between the Company and WH Ireland);
4 the Company having fully performed its obligations
under the Placing Agreement to the extent that such obligations fall to be
performed on or prior to First Admission and/or Second Admission;
5 none of the warranties given in the Placing
Agreement being untrue or inaccurate or misleading in any respect at any time
between the date of the Placing Agreement and First Admission and/or Second
Admission as appropriate;
6 in relation to the First Admission, the issue and
allotment of the First Placing Shares, conditional only upon First Admission;
7 in relation to the First Admission, First
Admission occurring by no later than 8.00 a.m. (London time) on 29 December
2023 (or such later time and/or date as may be agreed between the Company and
WH Ireland);
8 in relation to the Second Admission, the issue and
allotment of the Second Placing Shares, conditional only upon Second
Admission;
9 in relation to the Second Admission, Second
Admission occurring by no later than 8.00 a.m. (London time) on 16 January
2024 (or such later time and/or date as may be agreed between the Company and
WH Ireland); and
10 the Placing Agreement not having been terminated by WH
Ireland. If the Placing Agreement is terminated prior to First Admission then
the Placing will not occur. If the Placing Agreement is terminated following
First Admission but prior to Second Admission, then Second Admission will not
occur but Placees' obligations will remain fully effective in respect of the
First Placing Shares and First Admission.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by WH
Ireland by the respective time or date where specified (or such later time or
date as WH Ireland and the Company may agree not being later than 8.00 a.m. on
the Long Stop Date); (ii) any of such conditions becomes incapable of being
fulfilled; or (iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, and each Placee
agrees that no claim can be made by the Placee in respect thereof. WH Ireland
may, at its discretion and upon such terms as it thinks fit, waive, or extend
the period for, compliance by the Company with the whole or any part of any of
the Company's obligations in relation to the conditions in the Placing
Agreement save that the condition relating to First Admission taking place by
the Long Stop Date may not be waived nor extended. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
If First Admission takes place but (i) any of the conditions contained in the
Placing Agreement in relation to the Second Placing Shares are not fulfilled
or waived by WH Ireland by the respective time or date where specified, (ii)
any of such conditions becomes incapable of being fulfilled or (iii) the
Placing Agreement is terminated in the circumstances specified below following
First Admission but prior to Second Admission, the Second Placing will not
proceed and the Placee's rights and obligations hereunder in relation to the
Second Placing Shares shall cease and terminate at such time, all monies
received from a Placee pursuant to the Second Placing shall be returned to
such Placee without interest, at the risk of the relevant Placee and each
Placee agrees that no claim can be made by the Placee in respect thereof (but
Placees' obligations will remain fully effective in respect of the First
Placing Shares and First Admission).
Neither WH Ireland, the Company nor any of their respective affiliates shall
have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of WH Ireland.
The Bookrunner may, at its discretion and upon such terms as it thinks fit,
waive, or extend the period for (subject to the Long Stop Date), compliance by
the Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the conditions
relating to First Admission and Second Admission taking place may not be
waived. Any such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
Right to terminate the Placing Agreement
WH Ireland is entitled, at any time before First Admission and/or Second
Admission, to terminate the Placing Agreement by giving notice to the Company
in certain circumstances, including, inter alia, if before First Admission
and/or Second Admission:
1 any statement contained in the Placing Documents (as defined in
the Placing Agreement) has become or been discovered to be untrue,
inaccurate in any material respect or misleading in any material respect or
any matter which is material has arisen which would, if the First Placing or
as applicable the Second Placing were made at that time, constitute an
omission therefrom;
2 any of the Warranties (as defined in the Placing Agreement) was,
when given, untrue, inaccurate or misleading in any material respect;
3 any of the Conditions (as defined in the Placing Agreement and to
the extent not waived) is not satisfied or becomes incapable, for any reason,
of being satisfied or in the opinion of WH Ireland is unlikely to be satisfied
before First Admission or Second Admission (as applicable);
4 the Company, in the good faith and reasonable opinion of the WH
Ireland, has failed to comply with any of its material obligations under the
Placing Agreement or has materially breached the Placing Agreement;
5 the Company commits a material breach of the rules and regulations
of the FCA and/or London Stock Exchange and/or the AIM Rules or any other
applicable law;
6 WH Ireland is not satisfied that it can continue to advise the
Company or that it cannot co-operate with any of the Company's actions or
inactions without defaulting on any of its responsibilities under the City
Code on Takeovers and Mergers, FSMA (as defined in the Placing Agreement), the
Criminal Justice Act 1993, the rules and regulations of the FCA (as defined in
the Placing Agreement), MAR (as defined in the Placing Agreement), the London
Stock Exchange, AIM regulation (including the AIM Rules) or any other
applicable law or regulation;
7 If there occurs:
a. any change, or development involving a prospective change, in
national or international, military, diplomatic, monetary, economic,
political, financial, industrial or market conditions or exchange rates or
exchange controls, or any incident of terrorism or outbreak or escalation of
hostilities or any declaration by the UK of a national emergency or war or any
other calamity or crisis; or
b. a suspension of trading in securities generally on the London Stock
Exchange or New York Stock Exchange; or
c. there has occurred a suspension or cancellation by the London Stock
Exchange of trading in the Company's securities; or
d. there has occurred, in WH Ireland's opinion, acting in good faith, a
material adverse change in the business of the Company or in the financial or
trading position or prospects of the Company or the Company that does not
affect a similar business in the same sector; or
e. a declaration of a banking moratorium in London or any material
disruption to commercial banking or securities settlement or clearance
services in the United Kingdom,
which, in the opinion of WH Ireland, acting in good faith, would or would be
reasonably likely to prejudice materially the Placing or Admission in general,
or would or would be reasonably likely to make it impracticable or inadvisable
to proceed with the Placing and Admission, or render the creation of a
market in the ordinary share capital of the Company temporarily or permanently
impracticable.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by WH Ireland
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of WH Ireland and that WH Ireland need
not make any reference to Placees in this regard and that neither WH Ireland
nor any of their respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of an admission document or prospectus in the United
Kingdom or any equivalent document in any other jurisdiction. No offering
document, admission document or prospectus has been or will be submitted to be
approved by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based on the
Company's Publicly Available Information taken together with the information
contained in this Announcement (including this Appendix) released by the
Company today and the business and financial information that the Company is
required to publish in accordance with the AIM Rules (the "Exchange
Information") by or on behalf of the Company on or prior to the date of this
Announcement. Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is exclusively
the responsibility of the Company and confirms that it has neither received
nor relied on any other information (other than the Exchange Information),
representation, warranty, or statement made by or on behalf of the Company or
WH Ireland or any other person and neither WH Ireland, the Company nor any
other person will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement
which the Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be relied upon as
having been authorised by WH Ireland, the Company or their respective
officers, directors, employees or agents. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing.
Neither the Company nor WH Ireland is making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing Shares by
such Placee under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement (including
this Appendix) to be legal, tax or business advice. Each Placee should consult
its own solicitor, tax adviser and financial adviser for independent legal,
tax and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note, electronic trade confirmation or other (oral or written)
confirmation which will confirm the number of Placing Shares allocated to
them, the Placing Price and the aggregate amount owed by them to WH Ireland.
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 WH Ireland in
accordance with either the standing CREST or certificated settlement
instructions which WH Ireland have in place.
Unless otherwise agreed by WH Ireland, settlement of transactions in the
Placing Shares (ISIN: GB00BP83Y473) following First Admission and Second
Admission will take place within the CREST system, subject to certain
exceptions. Settlement through CREST is expected to occur on or around 29
December 2023 for First Placing Shares (the "First Placing Settlement Date")
and on or around 16 January 2024 for Second Placing Shares (the "Second
Placing Settlement Date") in accordance with the contract note, electronic
trade confirmation or other (oral or written) confirmation. Settlement will be
on a delivery versus payment basis. However, in the event of any difficulties
or delays in the admission of the Placing Shares to CREST or the use of CREST
in relation to the Placing, the Company and WH Ireland may agree that the
Placing Shares should be issued in certificated form. WH Ireland reserves
the right to require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as it deems necessary if
delivery or settlement to Placees is not practicable within the CREST system
or would not be consistent with regulatory requirements in the jurisdiction in
which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 3 percentage points above the
prevailing base rate of Barclays Bank plc as determined by WH Ireland.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of WH Ireland: 601
Expected trade time & date: at or around 08.00 a.m. on 29 December 2023
First Placing Settlement Date: 29 December 2023
Second Placing Settlement Date: 16 January 2024
ISIN code for the Placing Shares: GB00BP83Y473
Each Placee is deemed to agree that, if it does not comply with these
obligations, WH Ireland may sell any or all of the Placing Shares allocated to
that Placee on their behalf and retain from the proceeds, for WH Ireland's own
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the Placing Price and for any stamp duty or
stamp duty reserve tax (together with any interest or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placing Shares on its
behalf. By communicating a bid for Placing Shares, such Placee confers on WH
Ireland all such authorities and powers necessary to carry out such sale and
agrees to ratify and confirm all actions which WH Ireland lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note,
electronic trade confirmation or other (oral or written) confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. If there are any
circumstances in which any United Kingdom stamp duty or stamp duty reserve tax
or other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment, issue,
sale, transfer or delivery of the Placing Shares (or, for the avoidance of
doubt, if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer or agreement to transfer Placing Shares), the
Company shall not be responsible for payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By submitting a bid and/or participating in the Placing, each Placee (and any
person acting on such Placee's behalf) makes the following representations,
warranties, acknowledgements, agreements and undertakings (as the case may be)
to WH Ireland (for itself and on behalf of the Company):
1 that it has read and understood this Announcement,
including this Appendix, in its entirety and that its participation in the
Placing and its subscription for Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement or any materials
concerning the Placing;
2 that its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it in any
circumstances;
3 that the exercise by WH Ireland of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of WH Ireland and WH Ireland need not have any reference to it and shall have
no liability to it whatsoever in connection with any decision to exercise or
not to exercise any such right and each Placee agrees that it has no rights
against WH Ireland or the Company, or any of their respective officers,
directors or employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
4 that these terms and conditions represent the
whole and only agreement between it, WH Ireland and the Company in relation to
its participation in the Placing and supersedes any previous agreement between
any of such parties in relation to such participation. Accordingly, each
Placee, in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Exchange Information, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares. Each Placee agrees that neither the Company, WH Ireland nor any of
their respective officers, directors or employees will have any liability for
any such other information, representation or warranty, express or implied;
5 if within the United Kingdom, that in the case of
any Placing Shares acquired by it as a financial intermediary, as that term is
used in Article 5(1) of the UK Prospectus Regulation, (i) the Placing Shares
acquired by it in the Placing have not been acquired on a non-discretionary
basis on behalf of, nor have they been acquired with a view to their offer or
resale to, persons in the United Kingdom or to which the UK Prospectus
Regulation otherwise applies other than to UK Qualified Investors or in
circumstances in which the prior consent of WH Ireland has been given to the
offer or resale;
6 if within the EEA, that in the case of any Placing
Shares acquired by it as a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation, the Placing Shares acquired by
it in the Placing have not been acquired on a non-discretionary basis on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in a member state of the EEA or to which the EU Prospectus
Regulation otherwise applies other than to EU Qualified Investors or in
circumstances in which the prior consent of WH Ireland has been given to the
offer or resale;
7 that neither it nor, as the case may be, its
clients expect WH Ireland to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book, and that
WH Ireland is not acting for it or its clients, and that WH Ireland will not
be responsible for providing the protections afforded to customers of WH
Ireland or for providing advice in respect of the transactions described
herein;
8 that it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing and has relied on its
own investigation of the business, financial or other position of the Company
in accepting a participation in the Placing and neither any of WH Ireland nor
the Company nor any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company or any other person other than the information in this
Announcement, the Presentation or the Publicly Available Information; nor has
it requested any of WH Ireland, the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
9 that it is, unless otherwise agreed in writing
with WH Ireland: (i) located outside the United States and is not a US person
as defined in Regulation S under the Securities Act ("Regulation S") and is
subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
10 that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities legislation of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States and that, subject to certain exceptions, the
Placing Shares may not be offered, sold, pledged, resold, transferred,
delivered or distributed into or within the United States;
11 that the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company and that neither WH
Ireland, nor any person acting on its behalf has or shall have any liability
for any information, representation or statement contained in this
Announcement or any information previously published by or on behalf of the
Company and will not be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement contained in
this Announcement or otherwise;
12 that the only information on which it is entitled to
rely on and on which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement and 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 Publicly Available Information;
13 that none of WH Ireland or the Company or any of their
respective affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;
14 that, unless specifically agreed with WH Ireland, it is
not and was not acting on a non- discretionary basis for the account or
benefit of a person located within the United States at the time the
undertaking to subscribe for and/or purchase Placing Shares was given and it
is not acquiring Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares into the United States and it will not reoffer, resell, pledge or
otherwise transfer the Placing Shares except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
15 that it is not a national or resident of Canada,
Australia, the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, the Republic of
South Africa or Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in Canada,
Australia, the Republic of South Africa or Japan or to or for the benefit of
any person resident in Canada, Australia, the Republic of South Africa or
Japan and each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered by the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance or the South African Reserve Bank and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly, offered, sold,
transferred or delivered in or into Canada, Australia, the Republic South
Africa or Japan; that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is unlawful to
make or accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
16 that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not, directly or
indirectly, distribute, forward, transfer or otherwise transmit, any
presentation or offering materials concerning the Placing or the Placing
Shares to any persons within the United States or to any US persons (as that
term is defined in Regulation S);
17 that it is entitled to subscribe for and/or purchase
Placing Shares under the laws of all relevant jurisdictions which apply to it
and that it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and complied with
all necessary formalities and that it has not taken any action which will or
may result in the Company or WH Ireland or any of their respective directors,
officers, employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
18 that it has obtained all necessary consents and
authorities to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or purchase
obligations;
19 that where it is acquiring Placing Shares for one or
more managed accounts, it is authorised in writing by each managed account:
(a) to acquire the Placing Shares for each managed account; (b) to make on its
behalf the representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and this Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by WH Ireland;
20 if within the United Kingdom, that it is either: (a) a
person of a kind described in paragraph 5 of Article 19 (persons having
professional experience in matters relating to investments and who are
investment professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors, officers
or employees) of the Order; or (c) a person to whom it is otherwise lawful for
this Announcement to be communicated and in the case of (a) and (b) undertakes
that it will acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
21 that, unless otherwise agreed by WH Ireland, it is a UK
Qualified Investor;
22 that, unless otherwise agreed by WH Ireland, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
23 it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of FSMA) relating to the Placing Shares in circumstances in which section
21(1) of FSMA does not require approval of the communication by an authorised
person;
24 that any money held in an account with any of WH
Ireland (or its nominee) on its behalf and/or any person acting on its behalf
will not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the money will
not be subject to the protections conferred by the FCA's client money rules.
As a consequence, this money will not be segregated from WH Ireland (or their
nominee's) money in accordance with such client money rules and will be used
by WH Ireland in the course of its own business and each Placee will rank only
as a general creditor of WH Ireland;
25 that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its ordinary
shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;
26 that it is not, and it is not acting on behalf of, a
person falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection (1) of
section 96 of the Finance Act 1986;
27 that it will not deal or cause or permit any other
person to deal in all or any of the Placing Shares which it is subscribing for
and/or purchasing under the Placing unless and until First Admission and/or
Second Admission (as applicable) becomes effective;
28 that it appoints irrevocably any director of WH Ireland
as its agent for the purpose of executing and delivering to the Company and/or
its registrars any document on its behalf necessary to enable it to be
registered as the holder of the Placing Shares;
29 that, as far as it is aware, it is not acting in
concert (within the meaning given in the City Code on Takeovers and Mergers)
with any other person, unless so disclosed in Publicly Available Information;
30 that this Announcement does not constitute a securities
recommendation or financial product advice and that neither WH Ireland nor the
Company has considered its particular objectives, financial situation and
needs;
31 that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares and is aware that it may be required to bear, and it, and any accounts
for which it may be acting, are able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing;
32 that it will indemnify on an after tax basis and hold
the Company and WH Ireland and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the Company and WH Ireland will rely on
the truth and accuracy of the confirmations, warranties, acknowledgements and
undertakings herein and, if any of the foregoing is or becomes no longer true
or accurate, the Placee shall promptly notify WH Ireland and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee, pursuant to this Announcement (including this Appendix) are given to
WH Ireland for itself and on behalf of the Company and will survive completion
of the Placing and First Admission and Second Admission;
33 that time shall be of the essence as regards
obligations pursuant to this Appendix;
34 that it is responsible for obtaining any legal,
financial, tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the Company or WH
Ireland to provide any legal, financial, tax or other advice to it;
35 that all dates and times in this Announcement
(including this Appendix) may be subject to amendment and that WH Ireland
shall notify it of such amendments;
36 that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse Regulation,
(ii) in connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations promulgated
by, the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to financial
sanctions imposed pursuant to a regulation of the European Union or a
regulation adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party as
required by the Regulations and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to WH Ireland such evidence, if any, as to the identity or location
or legal status of any person which WH Ireland may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by WH Ireland on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as WH Ireland may decide in its absolute
discretion;
37 that it will not make any offer to the public in the
United Kingdom of those Placing Shares to be subscribed for and/or purchased
by it for the purposes of section 85(1) of FSMA;
38 that it will not make any offer to the public in any
member state of the EEA of those Placing Shares to be subscribed for and/or
purchased by it for the purposes of Prospectus Regulation (EU) 2017/1129;
39 that it will not distribute any document relating to
the Placing Shares and it will be acquiring the Placing Shares for its own
account as principal or for a discretionary account or accounts (as to which
it has the authority to make the statements set out herein) for investment
purposes only and it does not have any contract, understanding or arrangement
with any person to sell, pledge, transfer or grant a participation therein to
such person or any third person with respect to any Placing Shares; save that
if it is a private client stockbroker or fund manager it confirms that in
purchasing the Placing Shares it is acting under the terms of one or more
discretionary mandates granted to it by private clients and it is not acting
on an execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;
40 that it acknowledges that these terms and conditions
and any agreements entered into by it pursuant to these terms and conditions
shall be governed by and construed in accordance with the laws of England and
Wales and it submits (on behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with any interest chargeable thereon) may be
taken by the Company or WH Ireland in any jurisdiction in which the relevant
Placee is incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
41 that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an address notified
to WH Ireland;
42 that WH Ireland owes no fiduciary or other duties to
any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
43 that WH Ireland or any of their respective affiliates
may, at their absolute discretion, agree to become a Placee in respect of some
or all of the Placing Shares;
44 that no prospectus or offering document has been or
will be prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in connection with
the Placing or the Placing Shares; and
45 that if it has received any confidential price
sensitive information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the Company;
(ii) encouraged, required, recommended or induced another person to deal in
the securities of the Company; or (iii) disclosed such information to any
person, prior to such information being made publicly available.
The Company, WH Ireland and their respective affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to each WH Ireland for
itself and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by WH Ireland.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor WH Ireland will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and WH Ireland in the event that any of the Company
and/or WH Ireland have incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its own advice
and notify WH Ireland accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by WH Ireland or by any of their respective affiliates or agents as
to or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.
APPENDIX II
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Act" the Companies Act 2006, as may be amended from time to time
"Admission" means the admission of the Placing Shares or the Subscription Shares, as the
context requires, to trading on AIM becoming effective in accordance with the
AIM Rules
"AIM'' the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies (including the guidance notes) published by the
London Stock Exchange from time to time
"Announcement" this announcement (including the Appendices which forms part of this
announcement)
"Bookbuild" the accelerated bookbuilding to be conducted by the Bookrunner pursuant to the
Placing Agreement and this Announcement
"Bookrunner" WH Ireland
"Business Day" any day on which banks are usually open for business in England and Wales for
the transaction of sterling business, other than a Saturday, Sunday or public
holiday
"Closing Price" the closing middle market price of an Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List of the London Stock Exchange
"Company" or "LifeSafe Holdings" LifeSafe Holdings plc, a company incorporated and registered in the United
Kingdom with registered number 09770600
"Constitution" the constitution of the Company (as amended from time to time)
"CREST" or "CREST system" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI2001/3755)
"Directors" or "Board" the directors of the Company or any duly authorised committee thereof
"EEA" the European Economic Area, comprising the European Union, Iceland,
Liechtenstein and Norway and "Member State" shall be construed accordingly
"Enlarged Issued Share Capital" the Ordinary Shares which shall be in issue immediately following Second
Admission
"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST
"EUWA" the European Union (Withdrawal) Act 2018, as amended
"Existing Ordinary Shares" the 25,375,983 Ordinary Shares in issue at the date of this Announcement
"FCA" the Financial Conduct Authority
"First Admission" admission of the First Placing Shares and Subscription Shares to AIM becoming
effective in accordance with Rule 6 of the AIM Rules
"First Placing" the conditional placing of the First Placing Shares at the Placing Price by
the Bookrunner on behalf of the Company
"First Placing Settlement Date" 29 December 2023
"First Placing Shares" up to 1,729,875 new Ordinary Shares comprising the First Placing
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraising" the Placing and the Share Subscription
"HMRC" HM Revenue & Customs in the UK
"ITA 2007" Income Tax Act 2007
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 31 January 2024
"MAR" or the "Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law
pursuant to the EUWA
"Ordinary Shares" ordinary shares of £0.01 par value in the capital of the Company
"Placee" or "Placees" any person or persons subscribing for and/or purchasing Placing Shares
pursuant to the Placing
"Placing" the First Placing and the Second Placing by the Bookrunner on behalf of the
Company at the Placing Price pursuant to the Placing Agreement and the terms
and conditions contained in Appendix I to this Announcement
"Placing Agreement" the agreement dated 20 December 2023 between the Company and the Bookrunner
relating to the Placing
"Placing Price" 16 pence per New Ordinary Share
"Placing Shares" together the First Placing Shares and Second Placing Shares
"Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area
"Publicly Available Information" any information announced through a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement
"Qualified Investors" (a) in respect of persons in any Member State of the European Economic Area,
persons who are qualified investors (within the meaning of article 2(e) of the
Prospectus Regulation; or (b) in respect of persons in the UK, persons who are
qualified investors (within the meaning of article 2(e) of the Prospectus
Regulation as it forms part of UK domestic law pursuant to the EUWA, as the
case may be
"Registrar" Neville Registrar Limited
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information
"Second Admission" admission of the Second Placing Shares to AIM becoming effective in accordance
with Rule 6 of the AIM Rules
"Second Placing" the conditional placing of the Second Placing Shares at the Placing Price by
the Bookrunner on behalf of the Company
"Second Placing Settlement Date" 16 January 2024
"Second Placing Shares" up to approximately 582,625 new Ordinary Shares comprising the Second
Placing
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" the holders of Ordinary Shares (as the context requires) at the relevant time
"Share Subscription" means the purchase of Subscription Shares by Subscribers under the terms of
the Subscription Agreements
"Subscribers" persons procured by the Company to subscribe for Subscription Shares at the
Placing Price pursuant to the provisions of the Subscription Agreements
"Subscription Agreements" the agreements to be entered into between the Company and the Subscribers
under which the Subscribers agree to purchase Subscription Shares directly
from the Company
"Subscription Shares" up to 187,500 new Ordinary Shares proposed to be issued and allotted by the
Company to the Subscribers pursuant to the terms of the Subscription
Agreements
"uncertificated" or "in uncertificated form" recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United Kingdom" or ''UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction
"US Person" has the meaning set out in Regulation S of the Securities Act
"WH Ireland" WH Ireland Limited, Nominated Adviser and Broker to the Company
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEUROBROOUUUAARecent news on LifeSafe Holdings
See all newsREG - LifeSafe Holdings - Result of AGM
AnnouncementREG - LifeSafe Holdings - AGM Statement
AnnouncementREG - LifeSafe Holdings - Posting of Annual Report and Notice of AGM
AnnouncementREG - LifeSafe Holdings - Final Results for the year ended 31 December 2023
AnnouncementREG - LifeSafe Holdings - Holding(s) in Company
Announcement