REG - Light Science Tech. - Acquisitions and Fundraise to raise up to £6.6m
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RNS Number : 2044W Light Science Tech. Holdings PLC 11 March 2026
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED IN IT
(THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF
THE RELEVANT SECURITIES LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF LIGHT SCIENCE TECHNOLOGIES HOLDINGS
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FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT IN RESPECT OF LIGHT SCIENCE TECHNOLOGIES
HOLDINGS PLC AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY
INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
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ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.
Light Science Technologies Holdings plc
("LSTH", "Light Science", the "Company" or the "Group")
Proposed Acquisitions and
Placing and Retail Offer to raise up to £6.6 million
Creating a platform for sustained high margin profitable growth
Light Science Technologies Holdings plc (AIM: LST), the innovative technology
and manufacturing business providing real-world solutions targeting issues
including global food security and fire safety, announces entry into
conditional agreements to acquire: (i) 100% of the share capital of RLUK
Injection Ltd ("RLUK Injection") (including its wholly owned subsidiary,
Injectaclad Ltd ("Injectaclad")); and (ii) the remaining 10% minority interest
in UK Circuits and Electronics Solutions Limited ("UK Circuits") not already
owned by UK Circuits and Electronics Solutions Holdings Ltd ("UK Circuits
Holdings"), a subsidiary of the Company (the "UK Circuits Acquisition"), as
well as the Property for a total maximum cash consideration of up to £5.37
million (the "Acquisitions"). The Consideration will be funded through a
placing (the "Placing") and a separate retail offer (the "Retail Offer") (the
"Fundraising") to raise up to £6.6 million (before expenses) at an issue
price of 1 pence per share (the "Issue Price").
Highlights of the Acquisitions
Injectaclad Acquisition
· Cash consideration of up to £4.8 million comprising an initial
payment of £3.0 million, deferred consideration of £1.0 million and up to
£0.8 million in contingent consideration dependent on the achievement of
certain agreed revenue targets
o Enhanced ability to monetise and scale the Company's Passive Fire
Protection ("PFP") division in the UK and potentially internationally
o Increased access to target market and cavity fire remediation projects
o New revenue stream as a supplier of materials to Injectaclad installers
o Secures supply chain for PFP
UK Circuits Acquisition
· Acquisition of remaining 10% minority interest in UK Circuits for
cash consideration of £0.27 million and the Property for cash consideration
of £0.3 million plus VAT
o Consolidates ownership of the Company's Contract Electronics Manufacturing
("CEM") division and eliminates annual rental costs
o Underpins CEM's strategy to target higher-margin defence and medical
revenues
o Establishes a northern base for PFP, enabling further geographic expansion
· Compelling sales, cost synergies and strategic growth opportunities
across all divisions
· Strengthened balance sheet for the enlarged Group to facilitate large
contract wins
Summary of Fundraising
· Placing of £6.0 million comprised as follows:
o Firm Placing using existing share authorities to raise approximately £0.7
million; and
o Conditional Placing subject to shareholders' approval to raise
approximately £5.3 million
· Retail Offer to enable existing retail shareholders to participate at
the Issue Price to raise up to an additional £0.6 million; separate
announcement will be made in relation of the Retail Offer (the "Retail Offer
Announcement").
· The Conditional Placing and the Retail Offer are conditional on,
among other things, shareholder approval of the Resolutions at the Company's
General Meeting expected to be held at The Byre, Ednaston Park Business
Centre, Painters Lane, Ednaston, Ashbourne, DE6 3FA at 10.00 a.m. on or around
9 April 2026. A separate announcement will be made in relation to the General
Meeting.
Shore Capital Stockbrokers Limited (the "Bookrunner") is acting as sole
Bookrunner in connection with the Placing.
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") at the Issue Price. The Bookbuild will open with immediate effect
following the release of this Announcement in accordance with the terms and
conditions set out at the appendix at the end of this Announcement.
The timing for the close of the Bookbuild and allocation of the Placing Shares
shall be at the absolute discretion of the Bookrunner, in consultation with
the Company. The final number of Placing Shares to be issued pursuant to the
Placing will be agreed by the Bookrunner and the Company at the close of the
Bookbuild. The result of the Placing will be announced as soon as practicable
thereafter. The Placing is not being underwritten. The Placing Shares are not
being made available to the public and are not being offered or sold in any
jurisdiction where it would be unlawful to do so. The Placing Shares are not
part of the Retail Offer, and the Placing is not conditional on the Retail
Offer.
Strategic Rationale
The Company has agreed the conditional acquisition of cavity fire barrier
remediation system RLUK Injection, the holding company of Injectaclad, for up
to £4.8 million, enhancing its ability to win and service opportunities
within the PFP division. The Company's PFP division is already an installer of
Injectaclad, and the acquisition of RLUK Injection will secure the
intellectual property and supply chain for this critical product, enabling
LSTH to capture a greater share of the value chain and accelerate the growth
of the PFP division. The acquisition is expected to enhance the Group's
reputation as an industry leader in passive fire protection and open up new
opportunities for expansion in the UK and potentially internationally.
During the 10-month period ended 31 October 2025 Injectaclad generated
unaudited revenues of £1.17 million and profit before tax of £0.26 million.
The UK Circuits Acquisition will consolidate the Company's ownership of this
important division, providing full control over strategic decision-making and
operational management. The Board views the increased capacity as a strategic
opportunity to further increase exposure to the defence and medical sectors
within the CEM division as part of its broader focus on targeting higher
margin opportunities.
The acquisition of the Property also enables the Company to establish a
northern base for the PFP division, enabling further geographic expansion in
the North-West corridor, and will also be used to set up a distribution base
and training centre for the PFP division.
Simon Deacon, CEO of Light Science, commented: "We are extremely excited by
the growth opportunity across all of our divisions and believe that these
acquisitions will strengthen our ability to increase the Group's margin
profile and to generate profits and cash. We are well positioned to scale
rapidly across all parts of the Group and post completion will have the
balance sheet strength to win and service larger contracts and generate
increasing levels of recurring revenues.
"By leveraging the opportunity across our key markets we are targeting
mid-term Group revenues of c.£50m via both organic and inorganic growth. We
believe the enlarged Group will be strongly positioned to deliver significant
shareholder value."
Further information on the Acquisitions, the Placing and the Retail Offer,
including the expected timetable of principal events, is set out below.
Unless the context otherwise provides, capitalised terms used in this
Announcement (including the appendix (the "Appendix" and together, this
"Announcement")) have the meanings ascribed to them in the section headed
"Definitions" in the Appendix at the end of this Announcement.
The Announcement should be read in full and in particular, you should read and
understand the information provided in the "Important Notices" section of this
Announcement. The Appendix to this Announcement sets out further information
relating to the terms and conditions of the Placing. It is intended that the
Retail Offer Shares will be subscribed for on the basis of the terms and
conditions of the Retail Offer to be set out in the Retail Offer Announcement,
rather than pursuant to the terms and conditions of the Placing contained in
the Appendix to this Announcement.
Expected timetable of principal events(1)
2026(2)
Announcement of the Acquisitions and the Fundraising 7.00 a.m. on 11 March
Publication and posting of the Circular By 5.00 p.m. on 13 March
First Admission and commencement of dealings on AIM in the Firm Placing Shares 8.00 a.m. on 18 March
Latest time and date for receipt of completed Forms of Proxy and CREST voting 10.00 a.m. on 7 April
instructions for the General Meeting
General Meeting 10.00 a.m. on 9 April
Announcement of the results of the General Meeting Following conclusion of the General Meeting on 9 April
Second Admission and commencement of dealings on AIM in the EIS/VCT Placing 8.00 a.m. on 13 April
Shares
CREST accounts credited with the EIS/VCT Placing Shares in uncertificated form 13 April
Third Admission and commencement of dealings on AIM in the General Placing 8.00 a.m. on 14 April
Shares and Retail Offer Shares
CREST accounts credited with the General Placing Shares and Retail Offer 14 April
Shares in uncertificated form
Despatch of definitive share certificates for Fundraising Shares to be held in within 10 Business Days of the relevant Admission date
certificated form (where applicable)
Notes:
1. All of the above times are to London times. Each of the times and
dates in the above timetable is subject to change. If any of the above times
and/or dates change, the revised times and dates will be notified to
Shareholders by way of an announcement through a Regulatory Information
Service.
2. Certain of the events in the above timetable are conditional upon,
inter alia, the passing of the Resolutions to be proposed at the General
Meeting.
For additional information please contact:
Light Science Technologies Holdings plc www.lightsciencetechnologiesholdings.com
(https://protect.checkpoint.com/v2/r02/___http:/www.lightsciencetechnologiesholdings.com___.YXAxZTpzaG9yZWNhcDpjOm86NjFkNDQ2ZGJkM2Y4MGQxOTJlOTNlMmQ2MDAyNmZiMTE6NzphMjJlOjQyNjVlZTE5YzU5MzIxMDNlNzE1OGUwYWEwZWVhMDg4NTZlNTViMGY3YTM2OGQ4MzMxZjU0ZjNlN2MyZjZmYzA6cDpGOk4)
Simon Deacon, Chief Executive Officer
via Walbrook PR
Jim Snooks, Chief Financial Officer
Andrew Hempsall, Chief Operating Officer
Shore Capital (Nominated Adviser and Broker) +44 (0)20 7408 4050
Stephane Auton / Tom Griffiths / George Payne
Walbrook PR Ltd (Media & Investor Relations) Tel: +44 (0)20 7933 8780 or lst@walbrookpr.com (mailto:lst@walbrookpr.com)
Nick Rome / Marcus Ulker
Information on RLUK Injection
RLUK Injection is the holding company of Injectaclad, which owns the patented
Injectaclad fire resistant graphite barrier system. This system is a solution
for the retrospective installation of cavity fire barriers in buildings using
a pumped system, thereby avoiding the need for full-scale façade removal. The
Injectaclad system addresses a significant problem in the UK's built
environment, where thousands of buildings require remediation to meet fire
safety standards introduced in the wake of the Grenfell Tower disaster. The
solution is not only cost-effective and non-invasive but also environmentally
friendly, as it preserves existing building façades and minimises disruption
to residents and building users.
The Company's PFP division is already an installer of Injectaclad, and the
Injectaclad Acquisition will secure the intellectual property and supply chain
for this critical product, enabling LSTH to capture a greater share of the
value chain and accelerate the growth of the PFP division. The Injectaclad
Acquisition is expected to enhance the Group's reputation as an industry
leader in passive fire protection and open up new opportunities for expansion
in the UK and potentially internationally.
The PFP division operates as a specialist installation business, benefiting
from the Fire Safety Act 2021 and the Building Safety Act 2022, as well as the
£6 billion Government-led fund for national remediation works. The division
offers a cost-effective and environmentally friendly solution, generating
strong cash flows and margins. It is positioned with international fire
consultants' 3rd party accreditation and full compliance with statutory
regulations, ensuring the safe evacuation of buildings. PFP currently has a
quoted sales pipeline of approximately £24 million, pending approval from the
Building Safety Regulator ("BSR"), and post-Completion will establish a base
in Manchester at the CEM property. Its patented Injectaclad system provides a
unique cavity barrier remediation solution, capable of expanding twenty times
its size when exposed to heat, with a 50-year product lifespan. The product
allows for rapid installation without façade removal, giving the division
high margins and market control. With 12 approved installers nationwide and
over 45 tests conducted by Warrington Fire across various cavity sizes and
materials, the division is well placed to capitalise on the growing demand for
safe, compliant, and efficient fire protection solutions.
The addressable market for the PFP division is estimated at £4.42 billion.
The division's strategy is designed to close the gap between regulators and
decision-makers, which has contributed to current BSR delays. This includes
taking design responsibility through an employed fire engineer, performing
large-scale product tests alongside numerous component-level assessments, and
securing standardised technical details approved by the BSR. Engagement with
fire engineers, architects, and end users will be increased, complemented by
insurance-backed warranties offered at additional cost and publication of
performance tests with the Institute of Fire Engineers and other industry
bodies. On the industry side, all sales will be contracted via Injectaclad,
retaining margins on installations, while the intention is to reduce the
number of installers nationally from 12 to 6 (4 regional and 2 main
contractors). Quality auditing will be centralised across all sites to
maintain control and ensure consistent pricing based on meterage and cavity
depth will ensure margin stability.
The table below sets out summary unaudited historical financial information
for Injectaclad for the 3 years ended 31 December 2024 and 10 months ended 31
October 2025:
£'000 Unaudited Unaudited Unaudited Unaudited
Year ended Year ended Year ended 10 months to 31 October 2025
31 December 2022 31 December 2023 31 December 2024
Revenue 254 985 1,423 1,167
Gross profit 121 502 761 672
Gross profit margin 47.5% 50.9% 53.5% 57.6%
Adjusted EBITDA 9 285 471 444
Adjusted profit before tax 9 267 457 430
Reported profit before tax 9 237 457 257
Total Assets 132 406 479 240
Summary terms of the Injectaclad Acquisition
The Company has entered into the RLUK Injection Acquisition Agreement to
acquire the entire issued share capital of RLUK Injection, together with its
wholly owned subsidiary, Injectaclad. The total maximum consideration payable
is £4.8 million which is payable in cash and structured in several tranches
to align with both immediate and future performance objectives. The initial
consideration amounts to £3.0 million which is payable upon Injectaclad
Completion.
In addition to the initial consideration payment, a further £1.0 million is
payable as deferred consideration, twelve months after Injectaclad Completion.
Furthermore, an additional £0.8 million may be payable as contingent
consideration, subject to the achievement of defined sales revenue targets of
£3.0 million in year 1; £4.0 million in year 2; and £5.0 million in year 3,
following Injectaclad Completion.
The initial consideration of £3.0 million will be funded from the net
proceeds of the Fundraising. Four of the largest Injectaclad Vendors by
shareholding are a group of individuals with significant experience in the
sector, and their continued involvement via an ongoing installer arrangement
through a related party during the earn-out period is expected to facilitate a
smooth transition and integration of the Injectaclad business into the Group.
The RLUK Injection Acquisition Agreement includes standard warranties and
indemnities in favour of the Company, providing protection against undisclosed
liabilities and ensuring that the Company acquires the Injectaclad business
that is free from material encumbrances.
The Injectaclad Acquisition will not result in any changes to the Board or
fundamental changes to the business, as the Company is already an installer of
Injectaclad products and an established participant in the passive fire
protection market.
Information on UK Circuits
The Company is also acquiring the remaining 10% minority interest in UK
Circuits, not already owned by UK Circuits Holdings, which comprises the CEM
division of the Group, and the related leasehold property in Manchester. UK
Circuits is a well-established provider of contract electronics manufacturing
services, specialising in the design, procurement, and manufacture of
high-quality printed circuit boards for a range of sectors, including audio,
automotive, electronics, gas detection, lighting, pest control, and Agtech.
The UK Circuits Acquisition will consolidate the Company's ownership of this
important division, providing full control over strategic decision-making and
operational management. The acquisition of the leasehold property, which
houses the CEM division, will eliminate annual rental costs of approximately
£45,000 and unlock further value for Shareholders by increasing the total
value of the CEM division and providing flexibility for future divestment or
expansion. The Property will also be used to set up a distribution base and
training centre for the PFP division. In the year ended 30 November 2024, UK
Circuits made an audited profit before tax of £0.4 million on revenue of
approximately £9.5 million and as at 31 May 2025 had unaudited net assets of
approximately £0.6 million. The CEM division currently has a quoted sales
pipeline of £0.7 million and forward orders totalling £2.1 million.
Summary terms of the UK Circuits Acquisition and Property Acquisition
The consideration payable for the minority interest in UK Circuits is
£270,000, payable in cash to the UK Circuits Vendors on UK Circuits
Completion. The UK Circuits Acquisition will result in UK Circuits Holdings
owning 100% of UK Circuits, thereby consolidating the Company's control over
the division and enabling more streamlined decision-making and operational
management.
The Property Acquisition is being effected for a cash consideration of
£300,000 plus VAT, payable to the Property Vendors on Property Completion.
The Property is physically connected to other leasehold properties owned and
already utilised by the Group, and the Property Acquisition will eliminate
annual rental costs of approximately £45,000, thereby enhancing the
profitability and value of the CEM division. The Property is already utilised
by the Group, and the UK Circuit Acquisition will provide greater flexibility
for future expansion or divestment.
Both the UK Circuits Acquisition and Property Acquisition are being funded
from the net proceeds of the Fundraising. The UK Circuits Acquisition
Agreement and the Property Acquisition Agreement both include customary
warranties and indemnities in favour of the buyer, ensuring that the assets
are acquired free from material encumbrances and that the buyer is protected
against undisclosed liabilities. The acquisitions will not result in any
changes to the Board or fundamental changes to the business, as LSTH, through
UK Circuits Holdings, already owns 90% of UK Circuits and consolidates it into
its accounts. £0.2 million from the net proceeds of the Fundraising will be
utilised for improvements and conversion at the Property.
Current Trading
The Company expects to publish its audited full year results for the financial
year ended 30 November 2025 ("FY25") in April 2026. During FY25, the Group
continued to execute its growth strategy. Despite a challenging trading
environment, the Group delivered total unaudited revenue of £8.6 million
(FY24: £12.0 million), with an unaudited operating loss of £0.6 million
(FY24: operating profit of £0.3 million). The CEM division contributed £6.3
million of revenue (FY24: £9.5 million) and £0.4 million of operating profit
(FY24: £0.6 million), the AGT division £1.0 million of revenue (FY24: £0.8
million) and £0.3 million of operating loss (FY24: £0.5 million operating
loss), and the PFP division £1.4 million of revenue (FY24: £1.8 million) and
£0.3 million of operating profit (FY24: £0.6 million).
The Group's year-on-year revenue decreased, primarily reflecting lower sales
from a key CEM division customer. Recovery in CEM has focused on securing
defence and medical accreditations, while the PFP division pipeline is
awaiting BSR approvals, which have been moved from the Health and Safety
Executive to the Ministry of Housing, Communities and Local Government. The
Group gross margin is uplifted, supported by strong margin contributions from
the PFP and AGT divisions, with CEM targeting higher-margin defence and
medical revenues. The Group's cash position at 30 November 2025 stood at £0.7
million (30 November 2024: £1.2 million), with fully utilised working capital
facilities (FY24: £0.7 million). The 2026 financial year is expected to be
cash generative for the Group.
Looking ahead, the Board believes that, should the Acquisitions and
Fundraising complete as anticipated, the Enlarged Group will be well
positioned to deliver enhanced financial performance. The Board expects that,
following completion of the Acquisitions, the Enlarged Group will benefit from
increased scale, broader market opportunities, and a strengthened balance
sheet. Furthermore, the Board believes the Proposals will help advance the
Group's five-year vision of achieving £50 million in revenue.
Details of the Placing
The Placing
The Company is proposing to raise gross proceeds of £6.0 million (before
expenses) through a Placing of new Ordinary Shares, which is structured in
three tranches to accommodate regulatory requirements.
The Placing comprises: (i) a Firm Placing; (ii) an EIS/VCT Placing; and (iii)
a General Placing, with each tranche to be admitted to trading on AIM through
separate admissions.
The Firm Placing Shares will be allotted and issued pursuant to the Company's
existing share authorities from the AGM Resolutions and is conditional,
amongst other things, upon the Company having complied with its obligations
under the Placing Agreement to the extent the same fall to be performed prior
to First Admission. The Firm Placing Shares will be allotted, issued and
admitted to trading on as part of First Admission which is expected to be
effective on 18 March 2026.
The EIS/VCT Placing Shares, which are expected to qualify for relief under the
Enterprise Investment Scheme and Venture Capital Trust rules (with HMRC EIS
advance assurance obtained), is conditional, amongst other things, upon: (i)
the First Placing having occurred; (ii) the Resolutions set out in the Notice
of General Meeting being approved by Shareholders and (iii) the Company having
complied with its obligations under the Placing Agreement to the extent the
same fall to be performed prior to Second Admission. The EIS/VCT Placing
Shares will be allotted, issued and admitted to trading on AIM as part of
Second Admission. Second Admission is expected to take place on 13 April 2026.
The General Placing Shares, representing the balance of the Fundraising, will
be allotted, issued and admitted to trading on AIM as part of Third Admission.
Third Admission is conditional, amongst other things, upon: (i) the EIS/VCT
Placing having occurred; (ii) the Resolutions set out in the Notice of General
Meeting being approved by Shareholders and (iii) the Company having complied
with its obligations under the Placing Agreement to the extent the same fall
to be performed prior to Third Admission. Third Admission is expected to take
place on 14 April 2026.
The status of EIS Placing Shares as qualifying for EIS Relief will be
conditional (amongst other things) on the qualifying conditions being
satisfied, both by the Company and (as regards those conditions to be met by
the investor) the investor throughout a period of at least three years from
the date of issue. The status of such VCT Placing Shares as a qualifying
holding for VCT purposes will be conditional (amongst other things) on the
qualifying conditions being satisfied throughout the period of ownership.
There can be no assurance that the Company will conduct its activities in a
way that will secure or retain qualifying status for VCT and/or EIS purposes
(and indeed circumstances may arise where the Directors believe that the
interests of the Group are not served by seeking to retain such status).
The Issue Price of 1 pence per Placing Share is a discount of 65.5 per cent.
to the closing middle market price of 2.9 pence per Existing Ordinary Share on
10 March 2026, being the last Business Day prior to the announcement of the
Proposals.
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") at the Issue Price. The Bookbuild will open with immediate effect
following the release of this Announcement in accordance with the terms and
conditions set out at the appendix at the end of this Announcement.
The Placing is conditional upon the Placing Agreement between the Company and
the Bookrunner not having been terminated in accordance with its terms. The
Firm Placing is being carried out pursuant to the Company's existing
shareholder authorities granted at the Company's 2025 Annual General Meeting.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Shore Capital, as agent for
the Company, has conditionally agreed to use its reasonable endeavours to
procure subscribers for the Placing Shares. The Placing is not being
underwritten.
The Placing Agreement contains customary warranties (in relation to, inter
alia, the operation of the Group's business and the financial condition of the
Group) and indemnities given by the Company to Shore Capital as well as
customary rights of termination for a transaction of this nature. The Company
will pay Shore Capital commission in respect of those Placees procured by
Shore Capital.
Retail Offer
The Company also intends to carry out a separate retail offer of up to
60,000,000 new Ordinary Shares (the "Retail Offer Shares") at the Issue Price
on the Bookbuild Platform to raise gross proceeds (before fees and expenses)
of up to £600,000 (the "Retail Offer", and together with the Placing, the
"Fundraising"). The Retail Offer will provide existing retail Shareholders in
the United Kingdom with an opportunity to participate in the Fundraising at
the same price as the Placing. A separate announcement will be made in due
course regarding the Retail Offer and its terms. The Retail Offer is
conditional on the passing of the Resolutions at the General Meeting and Third
Admission taking place.
Director participation in the Placing
Graham Cooley, Chairman, has indicated that he intends to subscribe for
£125,000 of Placing Shares at the Issue Price. Further details will be set
out in the announcement regarding the results of the Placing.
Admission, Dealings and Settlement on AIM
Application will be made to the London Stock Exchange for the First Placing
Shares to be admitted to trading on AIM. It is expected that First Admission
will become effective and that dealings in the First Placing Shares will
commence, and at 8.00 a.m. on 18 March 2026. It is expected that the relevant
CREST accounts will be credited on the same day.
The Company will require further share authorities to allot the Conditional
Placing Shares and Retail Offer Shares. Accordingly, the Conditional Placing
and the Retail Offer are conditional, inter alia, upon Shareholders approving
the Resolutions at the General Meeting of the Company, expected to be held at
The Byre, Ednaston Park Business Centre, Painters Lane, Ednaston, Ashbourne on
9 April 2026 at 10:00 am. A Circular containing a notice of General Meeting
will be published and notified to Shareholders in due course. The Circular and
notice of General Meeting, once published, will be made available on the
Company's website at https://lightsciencetechnologiesholdings.com/
(https://lightsciencetechnologiesholdings.com/) .
Application will be made to the London Stock Exchange for the Conditional
Placing Shares and Retail Offer Shares to be admitted to trading on AIM. It is
expected that (subject to passing of the Resolutions at the General Meeting)
Second Admission will become effective and dealings in the Second Placing
Shares will commence at 8.00 a.m. on 13 April 2026. The relevant CREST
accounts are expected to be credited with the Second Placing Shares on the
same day. It is expected that (subject to passing of the Resolutions at the
General Meeting) Third Admission will become effective and dealings in the
General Placing Shares and Retail Offer Shares will commence at 8.00 a.m. on
14 April 2026. The relevant CREST accounts are expected to be credited with
the General Placing Shares and Retail Offer Shares on the same day.
The new Ordinary Shares will, on each respective Admission, rank pari passu in
all respects with the Existing Ordinary Shares and will rank in full for all
dividends and other distributions declared, made or paid on new Ordinary
Shares after First Admission, Second Admission and Third Admission
respectively. Definitive share certificates in respect of the Placing Shares
and the Retail Offer Shares will be despatched within 10 Business Days of the
respective date of Admission.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
THIS 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, NEW ZEALAND OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), WHO ARE, UNLESS OTHERWISE AGREED BY THE
BOOKRUNNER, "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR
SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE
IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED
KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE BOOKRUNNER,
"QUALIFIED INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF
THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") WHO
ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 AS AMENDED (THE "ORDER"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A)
TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE
ORDER; OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. EACH RECIPIENT IS DEEMED TO CONFIRM, REPRESENT AND WARRANT TO THE
COMPANY THAT THEY ARE A RELEVANT PERSON. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER OR
INVITATION TO BUY OR SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY
JURISDICTION INCLUDING, WITHOUT LIMITATION, THE RESTRICTED JURISDICTIONS OR
ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE
UNLAWFUL. NO COPY OR PART OF THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
IN IT MAY BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO PERSONS IN A
RESTRICTED JURISDICTION UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE
RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION.
PERSONS DISTRIBUTING ANY PART OF THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. 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 INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY
THE COMPANY AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY
SUCH RESTRICTIONS.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE
THE UNITED STATES IN "OFFSHORE TRANSACTIONS", AS DEFINED IN, AND IN COMPLIANCE
WITH, REGULATION S UNDER THE SECURITIES ACT. PERSONS RECEIVING THIS
ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT FORWARD,
DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT OR ANY PART OF IT IN OR INTO 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; 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, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA.
ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE
RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED,
DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OUTSIDE THE UNITED
KINGDOM.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE BOOKRUNNER, OR ANY OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, AGENTS, EMPLOYEES, AFFILIATES,
ADVISORS, CONSULTANTS OR, IN THE CASE OF THE BOOKRUNNER, PERSONS CONNECTED
WITH THEM AS DEFINED IN THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMENDED ("FSMA") (TOGETHER, "AFFILIATES") 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.
ANY INDICATION IN THIS ANNOUNCEMENT OF THE PRICE AT WHICH THE COMPANY'S SHARES
HAVE BEEN BOUGHT OR SOLD IN THE PAST CANNOT BE RELIED UPON AS A GUIDE TO
FUTURE PERFORMANCE. THE PRICE AND VALUE OF SECURITIES CAN GO DOWN AS WELL AS
UP. PERSONS NEEDING ADVICE SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISER.
NO STATEMENT IN THIS ANNOUNCEMENT IS INTENDED TO BE A PROFIT FORECAST AND NO
STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS PER
SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS WOULD
NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS PER SHARE OF THE
COMPANY.
THE CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS,
FINANCIAL OR TAX ADVICE. EACH SHAREHOLDER OR PROSPECTIVE INVESTOR SHOULD
CONSULT WITH HIS OR HER OR ITS OWN LEGAL ADVISER, BUSINESS ADVISER, FINANCIAL
ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE.
SHORE CAPITAL STOCKBROKERS LIMITED AND SHORE CAPITAL AND CORPORATE LIMITED,
EACH OF WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE
FINANCIAL CONDUCT AUTHORITY (THE "FCA") (TOGETHER ("SHORE CAPITAL"), ARE
ACTING SOLELY FOR THE COMPANY AND NO-ONE ELSE IN CONNECTION WITH THE PLACING
AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT AND WILL NOT REGARD ANY OTHER
PERSON (WHETHER OR NOT A RECIPIENT OF THIS ANNOUNCEMENT) AS A CLIENT IN
RELATION TO THE PLACING AND ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT. SHORE
CAPITAL IS NOT RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE
PROTECTIONS AFFORDED TO CLIENTS OF SHORE CAPITAL OR FOR PROVIDING ADVICE IN
CONNECTION WITH THE CONTENTS OF THIS ANNOUNCEMENT, THE PLACING TRANSACTIONS
AND THE ARRANGEMENTS DESCRIBED HEREIN.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY
AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. RECIPIENTS OF THIS ANNOUNCEMENT
SHOULD EXERCISE CAUTION IN RELATION TO THE PLACING IF THEY ARE IN ANY DOUBT AS
TO THE CONTENTS OF THIS ANNOUNCEMENT AND SEEK INDEPENDENT PROFESSIONAL ADVICE.
BY PARTICIPATING IN THE PLACING, EACH PLACEE IS DEEMED TO HAVE READ AND
UNDERSTOOD THIS ANNOUNCEMENT IN ITS ENTIRETY AND TO BE MAKING SUCH OFFER TO
ACQUIRE PLACING SHARES ON THE TERMS AND SUBJECT TO THE CONDITIONS SET OUT IN
THIS ANNOUNCEMENT AND TO BE PROVIDING THE REPRESENTATIONS, WARRANTIES,
UNDERTAKINGS, AGREEMENTS AND ACKNOWLEDGEMENTS CONTAINED IN THIS APPENDIX.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with the
Bookrunner. Pursuant to the Placing Agreement, the Bookrunner has, subject
to the terms set out in such agreement, agreed to use its reasonable
endeavours, as agent of the Company, to procure Placees for the Placing
Shares. The Bookrunner will commence the Bookbuild immediately following the
release of this Announcement to determine demand for participation in the
Placing by Placees. This Appendix gives details of the terms and conditions
of, and the mechanics for participation in, the Placing. The Placing is not
being underwritten (in whole or in part) by the Bookrunner or any other
person.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and rank pari passu in
all respects with each other and with the existing issued Ordinary Shares in
the capital of the Company, including the right to receive all dividends and
other distributions declared, made or paid in respect of the Ordinary Shares
after the date of issue of the Placing Shares. The Placing Shares will be
issued free of any encumbrance, lien or other security interest.
Applications for Admission and Dealings
Applications will be made for (a) the Firm Placing Shares to be admitted to
trading on AIM ("First Admission"); (b) the EIS/VCT Placing Shares to be
admitted to trading on AIM ("Second Admission"); and (c) the General Placing
Shares to be admitted to trading on AIM ("Third Admission") (together, the
"Applications", "Admissions" and each, an "Admission").
First Admission, and dealings in the Firm Placing Shares, are expected to
occur at 8.00 a.m. on 18 March 2026 (or such later time and/or date as the
Bookrunner may agree, being not later than 8.00 a.m. on 25 March 2026) (the
"First Admission Date").
Second Admission and dealings in the EIS/VCT Placing Shares, are expected to
occur at 8.00 a.m. on 13 April 2026 (or such later time and/or date as the
Bookrunner may agree, being not later than 8.00 a.m. on 20 April 2026) (the
"Second Admission Date").
Third Admission, and dealings in the General Placing Shares, are expected to
occur at 8.00 a.m. on 14 April 2026 (or such later time and/or date as the
Bookrunner may agree, being not later than 8.00 a.m. on 21 April 2026) (the
"Third Admission Date").
Principal terms of the Placing
1. The Bookrunner is acting as bookrunner, broker
and agent of the Company in connection with the Placing on the terms and
subject to the conditions of the Placing Agreement.
2. Participation in the Bookbuild will only be
available to persons who may lawfully be, and are, invited by the Bookrunner
to participate. The Bookrunner and any of its affiliates are entitled to enter
bids in the Bookbuild as principal.
3. The subscription price per Placing Share (the
"Placing Price") is a price of 1 pence and is payable to the Bookrunner by all
Placees. No commissions will be paid to Placees or by the Placees in respect
of any Placing Shares.
4. The completion of the Bookbuild will be
determined by the Bookrunner and the Company in their absolute discretion and
the results of the Placing shall then be announced on a Regulatory Information
Service as soon as is practicable following completion of the Bookbuild.
5. To bid in the Bookbuild, prospective Placees
should communicate their bid by telephone or in writing to their usual sales
contact at the Bookrunner. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for.
6. The Bookbuild is expected to close later today
but may be closed earlier or later at the absolute discretion of the
Bookrunner and the Company. The Bookrunner may, in agreement with the Company,
accept bids either in whole or in part that are received after the Bookbuild
has closed and allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after time.
7. Each prospective Placee's allocation will be
determined together by the Bookrunner and the Company, in their absolute
discretion, and will be confirmed orally or in writing by the Bookrunner to
such Placees, and a form of confirmation will be dispatched thereafter and the
terms and conditions of this Appendix will be deemed incorporated into the
form of confirmation.
8. The Bookrunner's oral and/or written
confirmation (which may be by email) to any person of an allocation of Placing
Shares will give rise to an immediate, separate, irrevocable and legally
binding commitment by that person (who at that point becomes a Placee), in
favour of the Bookrunner and the Company, under which it agrees and is
obligated to: (a) acquire the number of Placing Shares allocated to it; and
(b) pay the Bookrunner (or as it may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of Placing Shares allocated
to it and that the Company has agreed to allot and issue to that Placee, on
the terms and subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with the
Bookrunner's and the Company's consent, such commitment will not be capable of
variation or revocation after the time at which it is submitted. The Company
will make a further announcement following the close of the Bookbuild
detailing the number of Placing Shares for which Placees have been procured.
Each Placee's obligation will be owed to the Company and to the Bookrunner.
9. Subject to paragraphs 4 and 5 above, the
Bookrunner and the Company may choose to accept bids, either in whole or in
part, on the basis of allocations determined at their absolute discretion and
may scale down any bids for this purpose on such basis as they may determine.
10. The Company reserves the right (upon agreement
with the Bookrunner) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
11. Each Placee's allocation and commitment to
subscribe for Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and, except with the Bookrunner's and the Company's
consent, will not be capable of variation or revocation after the time at
which it is submitted.
12. Except as required by law or regulation, no press
release or other announcement will be made by the Bookrunner 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.
13. Irrespective of the time at which the 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".
14. If a Placee subscribes for EIS/VCT Placing Shares,
such Placee understands and acknowledges that:
14.1 its obligations and rights under the Placing in
respect of such EIS/VCT Placing Shares are conditional on the Second Placing
having become unconditional but are not conditional on the Third Placing
(i.e. of the General Placing Shares) having also become unconditional;
14.2 it is anticipated that the EIS/VCT Placing Shares
will be allotted and issued at or before 8.00 a.m. on the Second Admission
Date (envisaged to be on the business day immediately prior to the Third
Admission Date) and that Second Admission will occur, and dealings in respect
of the EIS/VCT Placing Shares will commence, at 8.00 a.m. on the Second
Admission Date;
14.3 subject to all of the conditions in the Placing
Agreement relating to the Third Placing having been fulfilled, it is
anticipated that the General Placing Shares will be allotted and issued at
8.00 a.m. on the Third Admission Date and that Third Admission will occur, and
dealings in respect of the General Placing Shares will commence, at 8.00 a.m.
on the Third Admission Date; and
14.4 Placees acquiring EIS/VCT Placing Shares should
therefore be aware of the possibility that the EIS/VCT Placing Shares might be
issued and that none of the remaining Placing Shares are issued. Consequently,
even if the EIS/VCT Placing Shares have been issued, there is no guarantee
that the placing of the General Placing Shares will become unconditional or
that Third Admission will occur.
15. All obligations under the Placing will be subject
to fulfilment (or where applicable, waiver) 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 "Rights to terminate under
the Placing Agreement".
16. By participating in the Bookbuild, each Placee
will agree that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
17. All times and dates in this Announcement may be
subject to amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
18. To the fullest extent permissible by applicable
law and regulation, neither the Bookrunner nor any of their respective
affiliates 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 respect of the Placing. In particular,
neither the Bookrunner nor any of their respective affiliates shall have any
liability (including, to the extent permissible by law, any fiduciary duties)
in respect of its conduct of the Placing or of such alternative method of
effecting the Placing as the Bookrunner and the Company may agree.
Conditions of the Placing
The obligations of the Bookrunner under the Placing Agreement are, and the
Firm Placing is, conditional, amongst other things, on:
1. the fulfilment by the Company of its
obligations under the Placing Agreement to the extent that they fall to be
performed prior to First Admission;
2. the Circular having been published and made
available to Shareholders by no later than 5.00 p.m. on 13 March 2026 or as
soon as reasonably practicable thereafter) and a copy thereof being posted on
the Company's website in accordance with Rule 26 of the AIM Rules;
3. the publication of the results of the Placing
via a Regulatory Information Service by no later than 5.00 p.m. on 11 March
2026 (or such later time and/or date as the Company and the Bookrunner may
agree) (the "Placing Results Announcement");
4. the Placing Agreement not having been
terminated by the Bookrunner, in accordance with its terms, prior to First
Admission;
5. the execution by the Company and the Bookrunner
of the placing supplement setting out the final number of the Placing Shares
to be issued at the Placing Price pursuant to the Placing (the "Placing
Supplement") and the allocation of such Firm Placing Shares to Placees by no
later than 4.30 p.m. on 11 March 2026 or such later time and/or date as the
Company and the Bookrunner may agree in their absolute discretion;
6. First Admission occurring by no later than 8.00
a.m. on 18 March 2026 or such later date as the Bookrunner may decide, in any
event being not later than 8.00 a.m. on 25 March 2026; and
7. the delivery by the Company of certain
customary documents to the Bookrunner as required under the terms of the
Placing Agreement.
The Bookrunner's obligations under the Placing Agreement in respect of the
EIS/VCT Placing Shares are, and the Second Placing is, conditional on, inter
alia:
1. the execution by the Company and the Bookrunner
of the Placing Supplement by no later than 4.30 p.m. on 11 March 2026 (or such
later time and/or date as the Company and the Bookrunner may agree);
2. the publication of the Placing Results
Announcement;
3. the Circular having been published and made
available to Shareholders by no later than 5.00 p.m. on 13 March 2026 (or as
soon as reasonably practicable thereafter) and a copy thereof being posted on
the Company's website in accordance with Rule 26 of the AIM Rules;
4. the EIS/VCT Placing Shares having been allotted
and issued by the Company, subject only to Second Admission, at or before 8.00
a.m. on the Second Admission Date or such later date as the Bookrunner may
decide, in any event being no later than 8.00 a.m. on 31 March 2026;
5. the General Meeting having been duly convened
and held and the Resolutions having been duly passed without material
amendment by the requisite majorities;
6. the Company having complied with its
obligations under the Placing Agreement to the extent that such obligations
are required to be performed prior to Second Admission;
7. Admission of the EIS/VCT Placing Shares taking
place by no later than 8.00 a.m. on the Second Admission Date or such later
date as the Bookrunner may decide, in any event being no later than 8.00 a.m.
on 20 April 2026;
8. the Placing Agreement not having been
terminated by the Bookrunner, in accordance with its terms, prior to Second
Admission; and
9. the delivery by the Company of certain
customary documents to the Bookrunner as required under the terms of the
Placing Agreement.
The Bookrunner's obligations under the Placing Agreement in respect of the
General Placing Shares are, and the Third Placing is, conditional on, inter
alia:
1. all the conditions in the Placing Agreement
relating to the Second Placing having been fulfilled (or, where applicable,
waived);
2. the General Placing Shares having been allotted
and issued by the Company, subject only to Third Admission, at or before 8.00
a.m. on the Third Admission Date or such later date as the Bookrunner may
decide, in any event being no later than 8.00 a.m. on 21 April 2026;
3. the Company having complied with its
obligations under the Placing Agreement to the extent that such obligations
are required to be performed prior to Third Admission;
4. Admission of the General Placing Shares taking
place by no later than 8.00 a.m. on the Third Admission Date or such later
date as the Bookrunner may decide, in any event being no later than 8.00 a.m.
on 21 April 2026;
5. the Placing Agreement not having been
terminated by the Bookrunner, in accordance with its terms, prior to Third
Admission; and
6. the delivery by the Company of certain
customary documents to the Bookrunner as required under the terms of the
Placing Agreement.
If (a) any of the conditions to the Placing Agreement are not fulfilled (or,
to the extent permitted under the Placing Agreement, waived by the Bookrunner)
by the relevant time or date (if any) specified in the Placing Agreement (or
such later time or date as the Company and the Bookrunner may agree); or (b)
the Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and each Placee's rights and obligations hereunder shall
cease and terminate at such time and no claim may be made by or on behalf of a
Placee in respect thereof. The Bookrunner may, at its absolute discretion,
waive, in whole or in part, the satisfaction of any condition in connection
with the Placing (other than, in respect of any of the Placing Shares, the
occurrence of Admission in respect of those shares), by giving written notice
to the Company. The Bookrunner may also waive 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 (other than in respect of any of the
Placing Shares, the occurrence of the relevant Admission in respect of those
shares). The Bookrunner may also extend the period for satisfaction of the
conditions.
Neither the Company, nor the Bookrunner nor any of their respective affiliates
shall have any liability to any Placees (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 in the Placing Agreement or in respect of the
Placing generally and by participating in the Placing each Placee agrees that
any such decision is within the absolute discretion of the Company and/or the
Bookrunner. Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement. Placees will have no rights against either
of the Bookrunner, the Company or any of their respective affiliates under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999
(as amended) or otherwise.
By participating in the Placing, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described below
under "Rights to terminate under the Placing Agreement" and will not be
capable of rescission or termination by the Placee.
The Bookrunner's oral and/or written confirmation (which may be by email) to
any person of an allocation of Placing Shares will give rise to an immediate,
separate, irrevocable and legally binding commitment by that person (who at
that point becomes a Placee), in favour of the Bookrunner and the Company.
Rights to terminate under the Placing Agreement
The Bookrunner may, at any time before any Admission, terminate its
obligations under the Placing Agreement by giving notice to the Company
if, inter alia, in the opinion of the Bookrunner:
1. any statement contained in this Announcement,
or certain of the other documents delivered in relation to the Placing, has
become untrue, inaccurate or misleading or any matter has arisen which would,
if such documents were issued or entered into at that time, constitute a
material omission from such documents or any of them and which the Bookrunner
considers to be material and adverse in the context of the Placing, First
Admission and/or Second Admission and/or Third Admission;
2. any of the warranties in the Placing Agreement
was breached or was untrue, inaccurate or misleading when made and/or that any
of such warranties have ceased to be true or accurate or has become misleading
in each case by reference to the facts and circumstances subsisting at the
time; or
3. there are any facts or circumstances existing
giving an entitlement on the part of the Bookrunner or its affiliates or
associates to make a claim under the indemnification provisions in the Placing
Agreement; or
4. the Company has not complied, or cannot comply
with any of its obligations under the Placing Agreement or certain other
agreements or documents relating to the Placing and/ or any of the Admissions;
or
5. a material adverse change in respect of the
Company or its group has occurred (whether or not foreseeable at the date of
the Placing Agreement); or
6. any of various events of force majeure has
occurred which would in the opinion of the Bookrunner, acting in good faith,
be likely to prejudice the success of the Placing (or any part of it),
dealings in the Ordinary Shares following any of the Admissions or which makes
it impractical or inadvisable to proceed with the Placing (or any part of it)
in the manner contemplated in this Announcement or certain other agreements or
documents relating to the Placing; or
7. any of the Applications for Admission of the
Placing Shares is refused by the London Stock Exchange.
Following First Admission, the Placing Agreement is not capable of termination
to the extent that it relates to the Placing of the Firm Placing Shares.
Following Second Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the EIS/VCT
Placing Shares. Following Third Admission, the Placing Agreement is not
capable of termination to the extent it relates to the Placing of any of the
General Placing Shares. For the avoidance of doubt, First Admission is not
conditional on Second Admission taking place and Second Admission is not
conditional on Third Admission taking place.
Upon termination, the Company and the Bookrunner shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that the exercise by the
Bookrunner of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunner (acting
in good faith where required) and that the Bookrunner will not need to make
any reference to the Placees in this regard and that to the fullest extent
permitted by law the Bookrunner, the Company and their respective affiliates
shall not have any liability whatsoever to the Placees in connection with any
such exercise.
Lock-up
The Company has undertaken that it shall not between the date of the Placing
Agreement, and the date falling 120 days after Admission, allot or issue any
Ordinary Shares (or any other interest therein or in respect thereof) or issue
any options over Ordinary Shares (or any securities exchangeable for, or
convertible into, or substantially similar to, Ordinary Shares) except in
respect of the issuance of the Placing Shares and save, inter alia (i) for
the grant of any options over, or issuance of, the Company's Ordinary Shares
in connection with the grant or exercise of options under the Company's share
option plans; or (ii) with the prior written consent of the Bookrunner.
No prospectus
No offering document or prospectus has been or will be prepared, submitted or
approved by the FCA, the London Stock Exchange or any other authority in
relation to the Placing and no such prospectus is required to be published.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and the business and financial information
that the Company is required to publish in accordance with the Market Abuse
Regulation (EU) No.596/2014 ("MAR"), the retained UK law version of MAR
pursuant to the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI
2019/310) ("UK MAR") and the rules and practices of the London Stock Exchange
and or the FCA (collectively the "Exchange Information") or has (or will have
prior to Admission) published via a Regulatory Information Service ("Publicly
Available Information") (save that in the case of Exchange Information and
Publicly Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of law in the
absence of this paragraph). Placees' commitments will also be subject to the
further terms set forth in the form of confirmation to be provided to
individual prospective Placees.
Each Placee, by accepting a participation in the Placing, acknowledges and
agrees that the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied on any
other information (other than (a) the Exchange Information and/or Publicly
Available Information and (b) the amount of the relevant Placing
participation in the oral and/or written confirmation given to Placees),
representation, warranty or statement made by or on behalf of the Company, the
Bookrunner, their respective affiliates or any other person. None of the
Bookrunner, nor the Company, nor their respective affiliates 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 either of the Bookrunner, the Company or any of
their respective affiliates.
Each Placee, by accepting a participation in the Placing, also 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 the Bookrunner are making any undertaking,
representation or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any information
in this Announcement to be legal, tax or business advice. Each Placee should
consult its own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude or limit the liability of any person
for fraud or fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BNDQJN14) will
take place within the CREST system, subject to certain exceptions. Settlement
through CREST will be on a T+3 basis unless otherwise notified by the
Bookrunner, and is expected to occur (a) on the First Admission Date (expected
to be 18 March 2026) for the Firm Placing Shares; (b) on the Second Admission
Date (expected to be 13 April 2026) for the EIS/VCT Placing Shares and (c) on
the Third Admission Date (expected to be 14 April 2026) for the General
Placing Shares. The Bookrunner reserve the right to require settlement for,
and delivery of, the Placing Shares to Placees by such other means that they
deem necessary, if delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction. The Bookrunner may choose to invoke the CASS Delivery Versus
Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets
Sourcebook) with regard to settlement of funds, in connection with the
Placing, should it see fit.
Each Placee allocated Placing Shares in the Placing will be sent a form of
confirmation in accordance with the standing arrangements in place with the
Bookrunner stating the number of Placing Shares allocated to it, the Placing
Price, the aggregate amount owed by such Placee to the Bookrunner and
settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions that it has
in place with the Bookrunner.
A Placee's entitlement to receive any Placing Shares under the Placing will be
conditional on the Bookrunner's receipt of payment in full for such Placing
Shares by the relevant time to be stated in the form of confirmation referred
to above, or by such later time and date as the Bookrunner and the Company may
in their absolute discretion determine, or otherwise in accordance with that
confirmation's terms.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these
obligations: (a) the Company may elect at its discretion to be released from
all obligations with respect to the issue of all or any such Placing Shares to
such Placee; and/or (b) the Bookrunner may sell (and is irrevocably authorised
by such Placee to do so) all or any Placing Shares on such Placee's behalf and
then retain from the proceeds, for the account and benefit of the Bookrunner;
(i) any amount up to the total amount due to it as, or in respect of,
subscription monies, or as interest on such monies, for any Placing Shares;
(ii) any amount required to cover any stamp duty or stamp duty reserve tax
(together with any interest or penalties) arising on the sale of such Placing
Shares on such Placee's behalf; and (iii) any amount required to cover dealing
costs and/or commissions necessarily or reasonably incurred by it in respect
of such sale; and (c) such Placee shall remain liable to the Bookrunner for
the full amount of any losses or shortfall and of any costs which they may
suffer or incur as a result of it: (i) not receiving payment in full for such
Placing Shares by the required time; and/or (ii) the sale of any such Placing
Shares to any other person at whatever price and on whatever terms actually
obtained for such sale by or for it. By communicating a bid for Placing
Shares, each Placee confers on the Bookrunner all such authorities and powers
necessary to carry out any such sale under this paragraph and agrees to ratify
and confirm all actions which the Bookrunner lawfully takes in pursuance of
such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to stamp duty or
stamp duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the issue of the
Placing Shares, neither the Bookrunner nor the Company shall be responsible
for the payment thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) will be deemed to make the following representations,
warranties, acknowledgements, agreements and undertakings (as the case may be)
to each of the Bookrunner and the Company, in each case as a fundamental term
of its application for Placing Shares, that:
1. it has read and understood this Announcement in
its entirety (including this Appendix) and acknowledges that its participation
in the Placing will be governed by the terms and conditions of the Placing as
referred to and included in this Announcement (including this Appendix);
2. it is a Relevant Person (as defined above) and
undertakes that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
3. if it is a financial intermediary, as that term
is used in Article 2(d) of the Prospectus Regulation or Regulation 7(4) of the
POATR as applicable, any Placing Shares acquired by it in the Placing will not
be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale to Qualified Investors in a member state of the EEA which has
implemented the Prospectus Regulation, or in the UK, as applicable, or in
circumstances in which the prior consent of the Bookrunner has been given to
each such proposed offer or resale.
4. any offer of Placing Shares may only be
directed at persons in member states of the EEA who are Qualified Investors
and represents, warrants and undertakes that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the EEA prior to
Admission except to Qualified Investors or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
any member state of the EEA within the meaning of the Prospectus Regulation;
5. if it is within the United Kingdom, it is a
person who is a "qualified investor" within the meaning of paragraph 15 of
schedule 1 of POATR who falls the definition of "investment professionals" in
Article 19(5) of the Order or who falls within Article49(2)(a) to (d) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, or is a person to whom the Placing Shares may otherwise lawfully be
offered, or, if it is receiving the offer in circumstances under which the
laws or regulations of a jurisdiction other than the United Kingdom would
apply, that it is a person to whom the Placing Shares may be lawfully offered
under that other jurisdiction's laws and regulations and is capable of being
categorised as a person who is a "professional client" or an "eligible
counterparty" within the meaning of chapter 3 of the FCA's Conduct of Business
Sourcebook; and
6. it is outside of the United States and is
otherwise acquiring the Placing Shares in an "offshore transaction" meeting
the requirements of Regulation S under the Securities Act;
7. it, and the person(s), if any, for whose
account or benefit it is subscribing for the Placing Shares, is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or as a result of any form of
"general solicitation" or "general advertising" within the meaning of Rule
502(c) under the Securities Act;
8. it is not, and any person who it is acting on
behalf of is not, and at the time the Placing Shares are subscribed will not
be, a national or resident of, or a corporation, partnership or other entity
organised under the laws of, or with an address in any Restricted
Jurisdiction, 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 any Restricted Jurisdiction and may not be offered, sold, or
acquired, directly or indirectly, within those jurisdictions;
9. if it is outside the United Kingdom, neither
this Announcement nor any other offering, marketing or other material in
connection with the Placing constitutes an invitation, offer or promotion to,
or arrangement with, it or any person whom it is procuring to subscribe for
Placing Shares pursuant to the Placing unless, in the relevant territory, such
offer, invitation or other course of conduct could lawfully be made to it or
such person and such materials could lawfully be provided to it or such person
and Placing Shares could lawfully be distributed to and subscribed and held by
it or such person without compliance with any unfulfilled approval,
registration or other regulatory or legal requirements;
10. if it indicates to the Bookrunner that it wishes
to subscribe for VCT Placing Shares, confirms that it is a VCT, subscribing
for such VCT Placing Shares pursuant to the Placing using VCT funds;
11. if it indicates to the Bookrunner that it wishes
to subscribe for EIS Placing Shares, confirms that the beneficial owner of
such shares will be a "qualifying investor" within the meaning of section 162
Income Tax Act 2007;
12. it has not distributed, and will not distribute,
any materials 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 (with respect to which it has the authority to make the statements
set out in this Announcement) for investment purposes only and it does not
have any contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or any third
person with respect of any Placing Shares; save that if it is a private client
stockbroker or fund manager it confirms that in purchasing the Placing Shares
it is acting under the terms of one or more discretionary mandates granted to
it by private clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the account of any
third party;
13. acknowledges that no prospectus or offering
document has been or will be prepared in connection with the Placing and that
it has not received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares;
14. the Ordinary Shares are admitted to trading on
AIM, and the Company is therefore required to publish the Exchange
Information, which includes a description of the nature of the Company's
business and the Company's financial information, including balance sheets,
income statements or similar statements and that it is able to obtain or
access the Exchange Information and Publicly Available Information and that it
has reviewed such Exchange Information and Publicly Available Information;
15. in accepting its participation in the Placing, it
is relying solely on this Announcement, the Exchange Information and the
Publicly Available Information (save that in the case of Exchange Information
and Publicly Available Information, a Placee's right to rely on that
information is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph) and not on any other information given,
or representation, warranty or statement made at any time, by any person
concerning the Company, the Placing Shares or the Placing. Subject to
paragraphs 18 and 19 below, it agrees that neither the Company nor the
Bookrunner, nor any of their respective affiliates nor persons acting on their
behalf will have any liability for any other information, warranty or
representation. It irrevocably and unconditionally waives any rights it may
have in respect of any other information, warranty or representation;
16. it has made its own assessment of the Company, the
Placing Shares and the terms and conditions 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 has satisfied itself
that the information is still current;
17. neither the Bookrunner nor any of its affiliates
nor any person acting on their behalf has provided, and will not provide it
with, any material or information regarding the Placing Shares or the Company;
nor has it requested that the Bookrunner nor any of its affiliates nor any
person acting on their behalf provide it with any such material or
information; nor is it relying on any investigation that the Bookrunner, any
of its affiliates or any person acting on their behalf may have conducted with
respect to the Placing Shares or the Company;
18. the contents of this Announcement are exclusively
the responsibility of the Company and neither the Bookrunner nor any of its
affiliates nor any person acting on their behalf will be responsible for or
shall have any liability for any information, representation or statement
relating to the Company contained in this Announcement or any information
previously published by or on behalf of the Company and neither the Bookrunner
nor any of its affiliates nor any person acting on their behalf will 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;
19. it has knowledge and experience in financial,
business and investment matters as is required to evaluate the merits and
risks of subscribing for Placing Shares. It further represents and warrants
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
also represents and warrants that it has had sufficient time to consider and
has conducted its own investigation with respect to the offer and subscription
for Placing Shares, including the tax, legal and other economic
considerations, and 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;
20. it has not relied on any confidential price
sensitive information concerning the Company in making its investment decision
to participate in the Placing and is not purchasing the Placing Shares on the
basis of material non-public information or inside information (as defined
under UK MAR);
21. if it has received any confidential price
sensitive information (including inside information as defined under UK MAR)
about the Company in advance of the Placing, it warrants that it has received
such information within the market soundings regime provided for in Article 11
of UK MAR and has not: (a) dealt in the securities of the Company; (b)
encouraged or required another person to deal in the securities of the
Company; or (c) disclosed such information to any person, prior to the
information being made publicly available;
22. it is aware of its obligations regarding insider
dealing, including, without limitation, as contained within in the Criminal
Justice Act 1993 and UK MAR, and confirms that it has and will continue to
comply with those obligations;
23. it has the funds available to pay for the Placing
Shares for which it has agreed to subscribe and acknowledges, agrees and
undertakes that it will pay the total subscription amount in accordance with
the terms of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other placees or
sold at such price as the Bookrunner and the Company determine;
24. it has not relied on any information relating to
the Company contained in any research reports prepared by the Bookrunner, its
affiliates or any person acting on their behalf and understands that (a)
neither the Bookrunner nor any of its affiliates nor any person acting on
their behalf has or shall have any liability for public information or any
representation; (b) neither the Bookrunner nor any of its affiliates, nor any
person acting on their behalf, has or shall have any liability for any
additional information that has otherwise been made available to such Placee,
whether at the date of this Announcement or otherwise; and (c) neither the
Bookrunner nor any of its affiliates, nor any person acting on their behalf,
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date of this
Announcement or otherwise;
25. it (a) is entitled to acquire Placing Shares under
the laws and regulations of all relevant jurisdictions which apply to it; (b)
has fully observed such laws and regulations and obtained all such
governmental and other guarantees and other consents and authorities
(including, without limitation, in the case of any person on whose behalf it
is acting, all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement including this Appendix) which may be
required thereunder and has complied with all necessary formalities; (c) has
all necessary capacity and authority and is entitled to commit to
participation in the Placing and to perform its obligations in relation
thereto and will honour such obligations, and to make the representations and
agreements contained on this Appendix; (d) has paid any issue, transfer or
other taxes due in connection with its participation in the Placing in any
territory; (e) has not taken any action which will or may result in the
Company, or the Bookrunner or any of their affiliates or any person acting on
their behalf being in breach of the legal and/or regulatory requirements of
any territory in connection with the Placing; and (f) if it is a pension fund
or investment company, is aware of and acknowledges that it is required to
comply with all applicable laws and regulations with respect to its
subscription for Placing Shares;
26. 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 it is permitted to do so pursuant to section 21 of FSMA and it
acknowledges and agrees that this Announcement has not been approved by the
Bookrunner in its capacity as an authorised person under section 21 of 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;
27. it is aware of, has complied with and will comply
with all applicable laws with respect to anything done by it, or on its
behalf, in relation to the Placing Shares (including, without limitation, all
relevant provisions of FSMA and the Financial Services Act 2012) in respect of
anything done in, from or otherwise involving the United Kingdom;
28. it is aware of and has complied with its
obligations in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act
2006, the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations") and, if
it is 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 Money Laundering Regulations;
29. in order to ensure compliance with the Money
Laundering Regulations, the Bookrunner or the Company's registrars may, in
their absolute discretion, require verification of its identity. Pending the
provision to the Bookrunner or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at the Bookrunner's or the Company's registrars, as the case
may be, absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form, may be retained at the Bookrunner's or
the Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of identity, the
Bookrunner (for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, the Bookrunner
and/or the Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on subscription,
if already paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
30. its participation in the Placing would not give
rise to an offer being required to be made by it, or any person with whom it
is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and
Mergers;
31. it (and any person acting on its behalf) will pay
for the Placing Shares acquired by it in accordance with this Announcement on
the due time and date set out in this Announcement or any form of confirmation
issued pursuant to this Announcement against delivery of such Placing Shares
to it, failing which the relevant Placing Shares may be placed with other
Placees or sold as the Bookrunner or the Company may, in their absolute
discretion, determine and it will remain liable for any shortfall of the net
proceeds of such sale below the Placing proceeds of such Placing Shares and
may be required to bear any costs, commissions, stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
32. neither the Bookrunner, nor any of its affiliates
nor any person acting on their behalf is making any recommendations to it or
advising it regarding the suitability or merits of any transaction it may
enter into in connection with the Placing, and that neither the Bookrunner,
nor any of its affiliates nor any person acting on their behalf has any duties
or responsibilities to it for providing advice in relation to the Placing or
in respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement or for the exercise or performance of any
of the Bookrunner's rights and obligations thereunder, including any right to
waive or vary any condition or exercise any termination right contained
therein;
33. it irrevocably appoints the Bookrunner and any of
its duly authorised officers as its agent for the purposes 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 agreed to be taken up by it under the Placing;
34. any person who confirms to the Bookrunner on
behalf of a Placee an agreement to subscribe for Placing Shares and/or who
authorises the Bookrunner to notify the Placee's name to the Company's
registrar, has authority to do so on behalf of the Placee;
35. the agreement to settle each Placee's allocation
of Placing Shares (and/or the allocation of a person for whom it is
contracting as agent) free of stamp duty and stamp duty reserve tax depends on
the settlement relating only to an acquisition by it and/or such person direct
from the Company of the Placing Shares in question. Such agreement assumes
that the Placing Shares are not being acquired in connection with arrangements
to issue depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable and the Placee agrees that it shall be responsible
for such stamp duty or stamp duty reserve tax and acknowledges that neither
the Company nor the Bookrunner will be responsible. If this is the case, the
Placee should take its own advice and notify the Bookrunner accordingly;
36. it agrees to participate in the Placing on the
basis that the Placing Shares will be allotted to the CREST stock account of
the Bookrunner who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions;
37. any money held in an account with the Bookrunner
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 FSMA. The Placee acknowledges that the money
will not be subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the Bookrunner's money
in accordance with the client money rules and will be used by the Bookrunner
in the course of its business; and the Placee will rank only as a general
creditor of the Bookrunner;
38. the Bookrunner may choose to invoke the CASS
Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook
Client Assets Sourcebook) with regard to settlement of funds, in connection
with the Placing, should it see fit;
39. neither it nor, as the case may be, its clients
expect the Bookrunner to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and "suitability"
imposed by the COBS, and that the Bookrunner is not acting for it or its
clients, and that the Bookrunner will not be responsible for providing the
protections afforded to customers of the Bookrunner or for providing advice in
respect of the transactions described in this Announcement;
40. time is of the essence as regard its obligations
in respect of its participation in the Placing under the terms and conditions
set out in this Announcement (including this Appendix);
41. the basis of any Placee's allocation in the
Placing will be determined together by the Bookrunner and the Company in their
absolute discretion. The right is reserved to reject in whole or in part
and/or scale back any participation in the Placing;
42. its commitment to subscribe for Placing Shares on
the terms set out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the conduct of the Placing;
43. the Bookrunner and its affiliates acting as an
investor for its or their own account(s) may, subscribe for and/or purchase
Placing Shares and, in that capacity may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing Shares, any
other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or otherwise dealt
with should be read as including any offer to, or subscription, acquisition or
dealing by the Bookrunner and/or any of its affiliates acting as an investor
for its or their own account(s). Each Placee further acknowledges that the
Bookrunner and its affiliates may enter into financing arrangements and swaps
with investors in connection with which the Bookrunner and any of its
affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. Neither the Bookrunner 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;
44. 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;
45. any documents or communication sent to a Placee
will be sent at the Placee's risk and may be sent to any address notified by
it to the Bookrunner;
46. the exercise by the Bookrunner of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of the Bookrunner and the Bookrunner need not have any reference to it and
shall have no liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees that it has
no rights against the Bookrunner or the Company, or any of their respective
affiliates, under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties Act) 1999;
47. the Company, the Bookrunner and others will rely
upon the truth and accuracy of the confirmations, acknowledgements,
representations, warranties, indemnities, agreements and undertakings in this
Announcement including this Appendix ("Placing Confirmations") and, if any of
the foregoing Placing Confirmations is or becomes no longer true or accurate,
the Placee shall promptly notify the Bookrunner;
48. if it is subscribing for the Placing Shares as a
fiduciary or agent for one or more investor accounts, it has full power and
authority to make, and does make, the Placing Confirmations on behalf of each
such accounts;
49. it agrees to indemnify on an after-tax basis and
hold harmless each of the Company, the Bookrunner, their respective affiliates
and any person acting on their behalf from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach by it of the Placing Confirmations; and
50. its participation in the Placing, the terms and
conditions set out in this Announcement (including this Appendix) and any
contractual or non-contractual obligations arising out of, or in relation
thereto, shall be governed by and construed in accordance with English law and
that the courts of England and Wales shall have exclusive jurisdiction to hear
and decide any proceedings which may arise out of or in connection with these
terms and conditions, except that enforcement proceedings in respect of the
Placee's obligation to make payment for the Placing Shares (together with any
interest chargeable thereon) may be taken by the Bookrunner or the Company in
any jurisdiction.
The Placing Confirmations referred to above are given to each of the Company
and the Bookrunner (for their own benefit and, where relevant, the benefit of
their respective affiliates) and any person acting on their behalf, are
irrevocable and shall not be capable of termination by it in any circumstances
and will survive completion of the Placing and Admission.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
the Bookrunner does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement.
The rights and remedies of the Bookrunner and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others. The
provisions of this Announcement may be waived, varied or modified as regards
specific Placees or on a general basis by the Bookrunner.
No claim shall be made against the Company, the Bookrunner or their respective
affiliates or any other person acting on their behalf by a Placee to recover
any damage, cost, charge or expense which it may suffer or incur by reason of
or arising from the carrying out by it of the work to be done by it pursuant
to this Announcement or the performance of its obligations pursuant to this
Announcement or otherwise in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
The agreement to settle a Placee's subscription (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 the Bookrunner 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 the Bookrunner in the event that
any of the Company and/or the Bookrunner have incurred any such liability to
UK stamp duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and notify the Bookrunner 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 UK 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.
EIS and VCT
The status of EIS Placing Shares as qualifying for EIS Relief will be
conditional (amongst other things) on the qualifying conditions being
satisfied, both by the Company and (as regards those conditions to be met by
the investor) the investor throughout a period of at least three years from
the date of issue. The status of such VCT Placing Shares as a qualifying
holding for VCT purposes will be conditional (amongst other things) on the
qualifying conditions being satisfied throughout the period of ownership.
There can be no assurance that the Company will conduct its activities in a
way that will secure or retain qualifying status for VCT and/or EIS purposes
(and indeed circumstances may arise where the Company's directors believe that
the interests of its group are not served by seeking to retain such status).
Further, the conditions for VCT and EIS Relief are complex and relevant
investors are recommended to seek their own professional advice before
investing.
Placees considering taking advantage of the EIS and/or VCT Relief are
recommended to seek their own professional advice in order that they may fully
understand how the relief legislation may apply in their individual
circumstances. Any Placee who is in any doubt as to his taxation position
under the EIS and/or VCT Legislation, or who is subject to tax in a
jurisdiction other than the United Kingdom, should consult an appropriate
professional adviser.
All times and dates in this Announcement may be subject to amendment. The
Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
DEFINITIONS
For the purposes of this Announcement, the following definitions apply unless
the context otherwise requires:
"Acquisitions" together, the Injectaclad Acquisition, the UK Circuits Acquisition and the
Property Acquisition
"Act" the Companies Act 2006
"Admissions" together, First Admission, Second Admission and Third Admission and
"Admission" shall mean any of them as the context so requires
"AGM Resolutions" the existing allotment and dis-application of pre-emption authorities obtained
at the Company's Annual General Meeting held on 15 April 2025
"AGT" or "AgTech" the agriculture technology division of the Group, being the business focused
on the development, manufacture and commercialisation of
controlled-environment agriculture, crop monitoring and related agricultural
technology solutions
"AIM" the AIM market operated by the London Stock Exchange
"AIM Rules for Companies" or "AIM Rules" the London Stock Exchange's rules and guidance notes contained in its "AIM
Rules for Companies" publication relating to companies whose securities are
traded on AIM, as amended from time to time
"Board" or "Directors" the directors of the Company, or any duly authorised committee thereof
"Bookbuild" means the accelerated bookbuilding process in relation to the Placing
"Bookrunner" means Shore Capital Stockbrokers Limited.
"Bookbuild Platform" the online retail offer platform operated by BookBuild Limited
"Business Day" a day (not being a Saturday, Sunday or public holiday in the United Kingdom)
on which dealings in domestic securities may take place on, and with the
authority of, the London Stock Exchange
"CEM" the contract electronics manufacturing division of the Group, providing
electronic design, manufacturing and assembly services to third-party
customers and to other divisions within the Group
"certificated form" or "in certificated form" an Ordinary Share recorded on the Company's share register as being held in
certificated form (namely, not in CREST)
"Circular" means the circular containing further details of the Placing and the notice
of the General Meeting expected to be held at The Byre, Ednaston Park Business
Centre, Painters Lane, Ednaston, Ashbourne, DE6 3FA at 10.00 a.m. on or around
9 April 2026 to, inter alia, approve the Resolutions required to implement
the Placing, which is expected to be published and dispatched to Shareholders
on or around 13 March 2026.
"Company", "LSTH" or "Light Science Technologies" Light Science Technologies Holdings plc, a company incorporated and registered
in England and Wales with registered number 12398098 whose registered office
is The Mills, Canal Street, Derby DE1 2RJ
"Conditional Placing" together, the Second Placing and the General Placing
"Conditional Placing Shares" the new Ordinary Shares to be issued pursuant to the Second Placing and the
General Placing, subject, inter alia, to Shareholder approval of the
Resolutions at the General Meeting
"CREST" 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 (S.I. 2001 No. 3755) as amended
"EIS/VCT Admission" or "Second Admission" admission of the EIS/VCT Placing Shares to trading on AIM becoming effective
in accordance with the AIM Rules for Companies
"EIS/VCT Placing" or "Second Placing" the conditional placing of the EIS/VCT Placing Shares at the Issue Price by
Shore Capital on behalf of the Company pursuant to the terms of the Placing
Agreement
"EIS Placing Shares" means the Placing Shares to be allotted and issued pursuant to the Placing
Agreement to certain persons seeking to invest in "eligible shares" for the
purposes of EIS
"EIS/VCT Placing Shares" or "Second Placing Shares" means the EIS Placing Shares and the VCT Placing Shares
"Enlarged Group" the Group as enlarged by the Acquisitions
"Enlarged Share Capital" the new Ordinary Shares expected to be in issue immediately following
admission of the First Placing Shares, Second Placing Shares, the General
Placing Shares and the Retail Offer Shares to trading on AIM becoming
effective in accordance with the AIM Rules for Companies
"Enterprise Investment Scheme" or "EIS" means the UK's Enterprise Investment Scheme, as particularised in the EIS
Legislation
"EIS Legislation" means Part 5 of the Income Tax Act 2007 and any provisions of UK or European
law referred to therein and sections 150A, B and C of the Taxation of
Chargeable Gains Act 1992
"EIS Relief" means relief from UK tax under the EIS Legislation
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares" the 333,005,500 Ordinary Shares in issue as at the date of this Announcement
"FCA" the Financial Conduct Authority in its capacity as the competent authority
"Firm Placees" means the investors procured by the Bookrunner to subscribe for Firm Placing
Shares
"Firm Placing" or "First Placing" the placing of the Firm Placing Shares with the Firm Placees pursuant to the
terms set out in the Placing Agreement and in accordance with the placing
terms and conditions set out in this Appendix
"Firm Placing Shares" or "First Placing Shares" the new Ordinary Shares to be issued and allotted to Firm Placees pursuant to
the Firm Placing
"First Admission" admission of the Firm Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules for Companies
"Form of Proxy" the form of proxy enclosed with the Circular for use by Shareholders in
connection with the General Meeting
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" together, the First Placing, the Second Placing, the Third Placing and the
Retail Offer
"Fundraising Shares" together, the First Placing Shares, the Second Placing Shares, the General
Placing Shares and the Retail Offer Shares and any one of them a "Fundraising
Share"
"FY25" the Company's financial year ended 30 November 2025
"General Meeting" the general meeting of the Company to be held at the Company's offices at The
Byre, Ednaston Barns, Ednaston Park, Painters Lane, Ednaston, Ashbourne,
Derbyshire, DE6 3FA at 10.00 a.m. on 9 April 2026, notice of which is set out
in the Circular
"General Placing Shares" means the new Ordinary Shares to be issued pursuant to the Placing which are
not Firm Placing Shares, EIS Placing Shares or VCT Placing Shares
"Group" the Company and its subsidiaries
"Independent Directors" Simon Deacon, James Snooks, and Richard Mills, being those Directors who are
not participating in the Placing
"Injectaclad" Injectaclad Ltd, a company incorporated and registered in England and Wales
with registered number 12497314 whose registered office is Roger Lewis House,
Unit 6 Llandough Trading Estate, Penarth Road, Cardiff, CF11 8RR which is a
wholly owned subsidiary of RLUK Injection
"Injectaclad Acquisition" the proposed acquisition of RLUK Injection (and its wholly owned subsidiary,
Injectaclad)
"Injectaclad Completion" completion of the Injectaclad Acquisition
"Injectaclad Vendors" the vendors of RLUK Injection, the holding company of Injectaclad
"ISIN" International Securities Identification Number
"Issue Price" 1 pence per Placing Share
"London Stock Exchange" London Stock Exchange plc
"Notice of General Meeting" the notice convening the General Meeting set out in the Circular
"Official List" the Official List of the FCA
"Ordinary Shares" the ordinary shares of 1 pence each in the capital of the Company
"PFP" the passive fire protection division of the Group, focused on the development,
testing, manufacture and sale of fire protection products and systems designed
to prevent or limit the spread of fire, smoke and heat within buildings
"Placees" persons who agree to subscribe for Placing Shares at the Issue Price
"Placing" together, the First Placing, the Second Placing and the Third Placing
"Placing Agreement" the conditional agreement dated 11 March 2026 between: (1) the Company: and
(2) Shore Capital, relating to the terms and conditions upon which Shore
Capital is engaged by the Company for the purposes of the Placing
"Placing Shares" together, the First Placing Shares, the Second Placing Shares and the General
Placing Shares
"Property" Units A4-A5 Greengate Industrial Estate, Chadderton, Manchester M24 1SW
"Property Acquisition" the proposed acquisition of the Property
"Property Acquisition Agreement" the agreement dated 11 March 2026 between: (1) the Property Vendors and (2) UK
Circuits in respect of the acquisition of the Property, which contains, inter
alia, details of the consideration payable to, and the warranties and
indemnities to be given by, the Property Vendors;
"Property Completion" completion of the Property Acquisition
"Property Vendors" the vendors of the Property
"Proposals" together, the Acquisitions and the Fundraising
"Registrar" Neville Registrars Limited of Neville House, Steelpark Road, Halesowen B62 8HD
"Regulatory Information Service" means any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements
"Resolutions" the resolutions set out in the Notice of General Meeting
"Retail Investors" retail Shareholders, who are resident in the United Kingdom, and are a
customer of one of the intermediaries operating through the Bookbuild Platform
"Retail Offer" the separate offer by the Company of the Retail Offer Shares, through the
Bookbuild Platform, for Retail Investors
"Retail Offer Shares" up to 60,000,000 new Ordinary Shares to be allotted and issued conditional on,
inter alia, the passing of the Resolutions at the General Meeting, at the
Issue Price pursuant to the Retail Offer
"RLUK Injection" RLUK Injection Ltd, a company incorporated and registered in England and Wales
with registered number 14391757 whose registered office is Roger Lewis House,
Unit 6 Llandough Trading Estate, Penarth Road, Cardiff, CF11 8RR
"RLUK Injection Acquisition Agreement" the agreement dated 11 March 2026 between: (1) the Injectaclad Vendors; and
(2) the Company in respect of the acquisition of RLUK Injection (and its
wholly owned subsidiary, Injectaclad), which contains details of the
consideration payable to, and the warranties and indemnities to be given by,
the Injectaclad Vendors
"Second Admission" admission of the Second Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules for Companies
"Second Placing" the conditional placing of the Second Placing Shares at the Issue Price
pursuant to the Placing Agreement
"Second Placing Shares" the new Ordinary Shares to be issued by the Company to Placees at the Issue
Price as part of the Second Placing, subject, inter alia, to Shareholder
approval of the Resolutions at the General Meeting
"Securities Act" the US Securities Act of 1933, as amended
"Shareholders" holders of Ordinary Shares, from time to time;
"Shore Capital" together, Shore Capital and Corporate and Shore Capital Stockbrokers;
"Shore Capital and Corporate" Shore Capital and Corporate Limited, a company incorporated and registered in
England and Wales with registered number 02083043 whose registered office is
Cassini House, 57 St James's Street, London, England, SW1A 1LD
"Shore Capital Stockbrokers" Shore Capital Stockbrokers Limited, a company incorporated and registered in
England and Wales with registered number 01850105 whose registered office is
Cassini House, 57 St James's Street, London, England, SW1A 1LD
"Third Admission" admission of the General Placing Shares and the Retail Offer Shares to trading
on AIM becoming effective in accordance with the AIM Rules for Companies
"Third Placing" or "General Placing" the conditional placing of the General Placing Shares at the Issue Price
pursuant to the Placing Agreement
"UK Circuits" UK Circuits and Electronics Solutions Limited, a company incorporated and
registered in England and Wales with registered number 03301172 whose
registered office is The Mills, Canal Street, Derby, DE1 2RJ, which is a 90%
subsidiary of UK Circuits Holdings
"UK Circuits Acquisition" the proposed acquisition of the 10% shareholding in UK Circuits not already
owned by UK Circuits Holdings
UK Circuits Acquisition Agreement the agreement dated 11 March 2026 between: (1) the UK Circuits Vendors and (2)
UK Circuits Holdings in respect of the acquisition of the minority
shareholding in UK Circuits not owned by UK Circuits Holdings, which contains
details of the consideration payable to, and the warranties and indemnities to
be given by, the UK Circuits Vendors
"UK Circuits Completion" completion of the UK Circuits Acquisition
"UK Circuits Holdings" UK Circuits and Electronics Solutions Holdings Limited, a company incorporated
and registered in England and Wales with registered number 09955364 whose
registered office is The Mills, Canal Street, Derby, DE1 2RJ, which is a
wholly owned subsidiary of the Company
"UK Circuits Vendors" the vendors of the minority shareholding in UK Circuits not owned by UK
Circuits Holdings
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form" recorded on the relevant register of the share or security concerned 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 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 all areas
subject to its jurisdiction
"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
"VCT Legislation" means Part 6 of the Income Tax Act 2007 and any provisions of UK or European
law referred to therein and sections 151A and 151B of the Taxation of
Chargeable Gains Act 1992
"VCT Placing Shares" means Placing Shares which are intended to form part of the relevant Placee's
"qualifying holding" (within the meaning of section 286 Income Tax Act 2007)
"VCT Relief" means relief from UK tax under the VCT Legislation
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