REG - Lok'nStore Group - Proposed Placing to raise approx. £18 million
06/07/2023 17:00
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RNS Number : 2523F Lok'nStore Group PLC 06 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
6 July 2023
Lok'nStore Group plc
("Lok'nStore" or the "Group" or the "Company")
Proposed Placing to raise approximately £18 million for the Company and REX
Retail Offer
Lok'nStore Group plc (AIM:LOK), a leading company in the UK self-storage
market, today announces its intention to conduct a fundraising to raise gross
proceeds of approximately £18 million through a placing of new ordinary
shares of 1 pence each in the capital of the Company ("Ordinary Shares"), at a
placing price of 765 pence per new Ordinary Share (the "Placing Price"), with
new and existing institutional investors (the "Placing") and an offer open to
existing retail shareholders of the Company using the REX offering platform
(the "REX Retail Offer") (the Placing and the REX Retail Offer together being
the "Fundraising"). The Fundraising will be conducted by way of an accelerated
bookbuild (the "Bookbuild"). For the avoidance of doubt, the REX Retail Offer
is not part of the Placing and any ordinary Shares issued pursuant to the REX
Retail Offer are not Placing Shares (as defined below).
Highlights
· Proposed Fundraising of up to a maximum 3,001,300
Ordinary Shares (the "Fundraising Shares").
· As part of the Fundraising, the Company will make the
REX Retail Offer on the REX platform, in order to provide existing retail
shareholders with the opportunity to participate in the Fundraising to the
extent that it is practicable for them to do so. A separate announcement will
be made shortly regarding the REX Retail Offer and its associated terms.
· The Placing Price represents a discount of
approximately 12.1% to the closing mid-market price of an Ordinary Share of
870 pence on 5 July 2023 (being the latest practicable date).
· The net proceeds of the Fundraising will be used to
support the development of the Company's accretive Landmark store programme in
the UK's structurally undersupplied self-storage market, to include new
freehold and leasehold self-storage sites whilst maintaining the Group's
disciplined use of capital. The company's existing owned store pipeline
will, when fully operational, add 37.7% to available space embedding future
growth.
· Continued favourable market backdrop for UK
self-storage driving occupancy, pricing and financial performance. Current
store asset valuations underpinned by market transactions.
· Further development of the Group's portfolio, with
store openings and pipeline additions underpinning ANAV 1 accretion.
· Strong H1 '23 trading performance with same-store
Group revenue up 11.2% for the half compared to the same period last year.
Momentum continuing post period-end with stores revenue expected to be up
c.10.5% year on year in H2 '23. The excellent growth in occupied space and
achieved rate per square foot over the past 2 years provide the Group with
significant embedded pricing and margin opportunities in the coming years and
underpin the Board's confidence for the future.
· Lok'nStore's strong and resilient business model is well
placed in the current market environment:
o Proven ability to source high-quality sites for new Landmark stores
o Excellent customer service
o A track record of consistent growth
o Conservative debt structure, favourable loan to value ratio.
· The Placing is to be conducted by way of an
accelerated bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set out in the
Appendix to this Announcement.
Andrew Jacobs, Chair of Lok'nStore Group said:
"This funding will support the growth of the company in the structurally
under-supplied UK self-storage market. Our pipeline will, when fully
operational, add 37.7% to available space, which, as those new stores fill up,
will generate more cash flow for future growth investment and increased
distributions to shareholders."
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing and
further information relating to the Placing and any participation in the
Placing that is described in the Appendix to this Announcement (which forms
part of this Announcement).
The Placing
Lok'nStore has entered into a placing agreement with finnCap Ltd ("finnCap")
and Peel Hunt LLP ("Peel Hunt") to act as joint bookrunners (the "Joint
Bookrunners"), and finnCap is acting as nominated adviser, in connection with
the Placing. The Placing will be effected pursuant to existing authorities of
the Company, granted at the Company's annual general meeting on 8 December
2022 permitting it to issue new Ordinary Shares on a non-pre-emptive basis.
The Placing is being made available to institutional investors and is not
being made available to the public. The Company also considers it important
that existing retail shareholders have an opportunity (where it is practicable
for them to do so) to participate in, to the extent possible, the equity
fundraising on equivalent terms and conditions to the Placing. Accordingly,
the Company is offering existing retail shareholders the opportunity to
participate through the REX Retail Offer.
The Placing is subject to the satisfaction of certain conditions set out in
this Announcement and the appendices hereto and is being conducted by way of
the Bookbuild which will be launched with immediate effect following release
of this Announcement. The timing of the closing of the Bookbuild, the number
of new Ordinary Shares issued pursuant to the Placing and allocations are at
the sole discretion of the Company and the Joint Bookrunners. The Joint
Bookrunners reserve the right to close the Bookbuild without further notice.
There can be no certainty that the Placing will complete. The Placing is being
undertaken on a reasonable endeavours basis and is not being underwritten.
A further announcement will be made following the close of the Bookbuild,
confirming the result of the Fundraising.
The ticker for the Company's ordinary shares is LOK. The Company's LEI is
213800MXVAMG3CA42A19.
Enquiries:
Lok'nStore 01252 521 010
Andrew Jacobs, Chair
Neil Newman, Managing Director
Ray Davies, Finance Director
finnCap Ltd - Nomad and Joint Bookrunner 020 7220 0500
Julian Blunt/Seamus Fricker/Fergus Sullivan, Corporate Finance
Alice Lane, Corporate Broking
Peel Hunt LLP - Joint Bookrunner 020 7418 8900
Capel Irwin/Carl Gough/Henry Nicholls, Investment Banking
Sohail Akbar, Equity Syndicate
Camarco - Financial PR 020 3757 4991
Billy Clegg/Tom Huddart/Letaba Rimell
IMPORTANT NOTICES AND DISCLAIMER
This Announcement has been issued by and is the sole responsibility of the
Company.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States. No
prospectus will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with the
EU Prospectus Regulation and/or the UK Prospectus Regulation (each as defined
below)) to be published.
This Announcement is directed only at persons whose ordinary activities
involve them in acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investment and who are: (a) if
in a member state of the European Economic Area, "qualified investors" as
defined in Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") ("EU Qualified Investors"); (b) if in the United Kingdom,
"qualified investors" as defined in Article 2(e) of the EU Prospectus
Regulation which forms part of retained EU law in the United Kingdom by virtue
of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")
and who (i) fall within article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii)
fall within article 49(2)(a) to (d) of the Order and are "qualified investors"
as defined in section 86 of the Financial Services and Markets Act 2000 (as
amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited
investors" within the meaning of section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities
Act (Ontario), as applicable, and that are either purchasing the Ordinary
Shares as principal for their own account, or are deemed to be purchasing the
Ordinary Shares as principal for their own account in accordance with
applicable Canadian securities laws, for investment only and not with a view
to resale or redistribution; (ii) not created or used solely to purchase or
hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii)
"permitted clients" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions And Ongoing Registrant Obligations and
(d) otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "relevant persons"). Any
investment in connection with the Placing will only be available to, and will
only be engaged with, relevant persons. Any person who is not a relevant
person should not act or rely on this Announcement or any of its contents.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the UK only
in circumstances in which section 21(1) of FSMA does not apply.
finnCap, which is authorised and regulated by the Financial Conduct Authority
in the United Kingdom, is acting as nominated adviser, joint broker and joint
bookrunner to the Company in connection with the Placing and no one else and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of finnCap nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on finnCap by FSMA or by the regulatory regime established
under it, and except in the event of their committing fraud, neither finnCap
nor any of its respective affiliates accepts any responsibility whatsoever for
the accuracy, completeness or sufficiency of the information contained in this
Announcement or for any other statement made or purported to be made by or on
behalf of finnCap or any of its respective affiliates in connection with the
Company, the Ordinary Shares or the Placing. finnCap and each of its
respective affiliates accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this Announcement.
Peel Hunt LLP, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting as joint broker and joint
bookrunner to the Company in connection with the Placing and no one else and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Peel Hunt nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
The distribution of this Announcement and the offering of the Ordinary Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, finnCap or Peel Hunt that would permit an offering of such shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company, finnCap and Peel Hunt to inform themselves
about, and to observe, such restrictions.
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as
"aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and
words of similar meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statement.
Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The information contained in this Announcement is
subject to change without notice and, except as required by applicable law or
regulation, neither the Company nor finnCap nor Peel Hunt, nor their
respective affiliates assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for the current
or future financial years will necessarily match or exceed the historical or
published earnings of the Company. The price of shares and the income from
them may go down as well as up and investors may not get back the full amount
invested on disposal of the shares.
The new Ordinary Shares to be issued pursuant to the Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Any investment decision to buy
Ordinary Shares in the Placing must be made solely on the basis of publicly
available information. Each investor or prospective investor should conduct
his, her or its own investigation, analysis and evaluation of the business and
data described in this Announcement. The price and value of securities can go
down as well as up. Past performance is not a guide to future performance. The
contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UKMiFID II"); and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (together, the
"MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (such term to have the same meaning as in the MiFID
II Product Governance Requirements) should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection; and
an investment in the Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
finnCap and Peel Hunt will only procure investors (pursuant to the Placing)
who meet the criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of UK MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels. Persons (including, without limitation, nominees and
trustees) who have a contractual right or other legal obligations to forward a
copy of this Announcement should seek appropriate advice before taking any
action.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
INTRODUCTION
The Company today announces a proposed issue of new Ordinary Shares, to raise
gross proceeds receivable by the Company of approximately £18 million. The
Board intends to use the net proceeds of the Fundraising to support the
development of the Company's accretive Landmark store programme, to include
new freehold and leasehold stores in the UK whilst maintaining the Group's
disciplined use of capital. The Fundraising Shares are being issued under the
Company's existing approved shareholder authorities and it is expected that
they will be admitted to trading on AIM on or around 12 July 2023.
The Placing is subject to the satisfaction of certain conditions set out in
this announcement and the appendices hereto ("Appendices") (together, this
"Announcement") and is being conducted by way of an accelerated bookbuild,
which will be launched immediately following the publication of this
Announcement. Each of finnCap and Peel Hunt are acting as joint bookrunners,
and finnCap is acting as Nominated Adviser, in connection with the Placing.
The number of Placing Shares which are to be placed at the Placing Price will
be determined at the close of the Bookbuild. The timing of the closing of the
Bookbuild and the allocations are at the absolute discretion of finnCap, Peel
Hunt and the Company. Details of the number of Placing Shares to be placed
will be announced as soon as practicable after the close of the Bookbuild. The
Placing is not being underwritten by finnCap or Peel Hunt.
The Placing is conditional, inter alia, on the Placing Agreement between the
Company, finnCap and Peel Hunt becoming unconditional and not being terminated
(in accordance with its terms).
Background to and reasons for the Fundraising
Continued attractive market dynamics
The UK self-storage market continues to grow but remains under-developed
compared to the US and Australia. In the UK there is an estimated 0.82 sq. ft.
of self-storage capacity per person which is significantly below levels in the
US and Australia. Against this backdrop of comparative under-supply, demand
for self-storage is increasing
With larger self-storage operators such as Lok'nStore now focusing development
on purpose-built stores in retail-facing locations offering customers a higher
standard of product and service, the main barriers to entry to the market are
the difficulty in finding and securing suitable sites and the requirement to
gain appropriate planning consents. This has tended to favour larger operators
who now own or manage around a third of all facilities in the UK, equating to
44% of the market in terms of space.
Drivers of Demand for Self-Storage
Demand for self-storage by both business and household customers is driven by
a specific need based on changing circumstances as well as economic activity
and business confidence.
For household customers their need is often linked to a life event where they
will need space temporarily, for example, to turn a box room into a home
office, but increasingly householders are using storage on a semi-permanent
basis to free up space at home or store belongings they don't have room for.
Business customers use self-storage for a variety of purposes including
storage of goods, excess or seasonal stock, document archiving or storage of
equipment and tools. Businesses tend to store for longer than household
customers and take larger units, although they also take advantage of
self-storage for temporary periods to support seasonal sales or office moves
or refurbishments. During the pandemic many of the Group's customers
(including the NHS, GP Surgeries and care and home support services) were
providing critical services distributing medical and other essential supplies.
Against this attractive market backdrop, the Directors believe that
Lok'nStore's strong and resilient business model is well placed. This
resilience has been well demonstrated through the Covid-19 pandemic and also
more recently in the current economic environment when the Group's strong cash
flows and flexible and conservative debt structure has served it well and
enabled it to respond positively to market developments. This resilience
combined with excellent customer service and a track record of consistent
growth, supports the Directors belief that Lok'nStore is well placed to
continue to develop its portfolio of purpose-built Landmark stores, attract
new customers and add further growth momentum.
Trading performance driving continued expansion
Driven by the favourable market dynamics outlined above, the Group's recent
operating and trading performance has remained strong, notwithstanding current
inflationary pressures. Despite the fall in ANAV in the Group's interim
results to 31 January 2023, year on year ANAV has increased 8.6% to £9.15
(2022: £8.43).
Lok'nStore's total secured pipeline of 10 new stores will result in the Group
operating 52 stores when fully developed, increasing the owned store trading
space by 37.7%. Trading continues to be buoyant with H2 '23 stores' revenue
expected to be up c.10.5% year on year.
The Bedford and Peterborough Landmark stores have recently opened in February
2023 and June 2023 respectively, and the Group recently announced the signing
of a new 20-year lease at the existing Eastbourne store. All are expected to
enhance ANAV at the Group's next year-end at 31 July 2023. At the same time
the Board is aware of continued and recent supportive transactional data in
the self-storage industry providing additional confidence regarding valuations
in the longer term.
The Company continues to develop its portfolio with further accretive
developments. Stores at Basildon and Staines are currently under construction,
both of which are due to open later in 2023.
In June 2023 the Company received an indicative intention to formally grant
planning permission under delegated powers in Barking, Greater London, subject
to the agreement of planning conditions. At c.84,000 sq. ft, this freehold
Landmark store will be the Group's biggest store to date when it opens.
The Company has also received a grant from the Planning Committee for updated
planning permission at its freehold site in Cheshunt, Hertfordshire, subject
to the agreement of planning conditions. With this permission the Company
intends to build a c.60,000 sq. ft Landmark store along with retail space for
a discount food retailer. They will pay a lease premium to Lok'nStore on
completion of planning matters and a further payment to Lok'nStore on
completion of the building. The net remaining capital expenditure to
complete this project is c.£6.5 million.
Use of proceeds will support pipeline development
The Group runs a continuous programme of evaluating further site opportunities
and continues to find high-quality sites for new accretive Landmark stores.
All 10 sites in the Group's current secured pipeline are in prominent
locations with large catchment areas and little established competition
demonstrating the Group's capability in this regard.
The Group has a secured pipeline of 8 Owned Sites and 2 Managed Store sites.
On a fully developed basis these new sites would take the Group's total
portfolio to 52 stores (Freehold: 24; Leasehold: 10; Managed stores: 18)
adding 37.7% trading space to the owned portfolio and 12.3% to the managed
portfolio. Beyond this secured pipeline, the Company has a further 3 sites
progressing with lawyers.
In light of the strong market conditions and the continued strength of Group's
trading performance the Board wishes to continue the development of the
Group's new store pipeline, capitalising on a UK self-storage market which is
in a state of under-supply and comparative infancy.
The net proceeds of the Fundraising will support the continued development of
the Group's secured pipeline of 8 owned sites, as well as providing a pool of
capital with which to secure further sites whilst maintaining the Group's
conservative approach to debt. Accordingly, the Board is now undertaking the
Placing with a view to raising approximately £18 million.
The Directors believe the Fundraising will provide the Group with:
· a high level of operational flexibility, enabling it to
continue to deliver on the current pipeline;
· valuable liquidity with which to position Lok'nStore
favourably as a strong buyer in future site acquisition negotiations; and
· a further opportunity to broaden the Company's
institutional shareholder base and potentially increase liquidity in the
trading of the Company's shares.
Pending deployment of Fundraising proceeds in pipeline transactions, proceeds
will be used to reduce overall Group debt.
Current trading and prospects
The Group reported interim results for the half year ended 31 January 2023 on
24 April 2023. These highlighted continued strong trading and cash conversion,
underpinning a year-on-year increase in ANAV.
The interim results set out increases in total Same Store(4) occupied space of
2.6% and year on year achieved rate increases of 9.2%. As a result,
Same-Store(4) Group revenue was up 11.2% and Same Store(4) Group Adjusted
EBITDA(( 2 )) was up 8.9% compared to the prior period. Whilst Cash Available
for Distribution (CAD)(( 3 )) per share, dropped 6.8%, largely due to the sale
of four mature stores and their related income and increases in energy, rates
and finance costs, H1 '23 saw a 15.0% increase in the half year dividend,
following the 15.0% increase in the year to 31 July 2022, which marked a
twelfth year of consecutive dividend increases.
Trading continues to be excellent with store revenue expected to be up c.10.5%
in the second half of the financial year ending 31 July 2023. The Company
continues to deliver on its objective of opening more accretive Landmark
stores whilst maintaining the strength of its balance sheet and remaining
conservatively geared.
The excellent growth in occupied space and achieved rate per square foot over
the past 30 months, demonstrates the resilience of the Group's business model,
provides significant embedded pricing and margin opportunities in the coming
year, and underpins the Board's confidence for the future.
Details of the Placing
Pursuant to the placing agreement, dated 6 July 2023 between finnCap, Peel
Hunt and the Company (the "Placing Agreement"), finnCap and Peel Hunt have
conditionally agreed, as agents of the Company, to use their reasonable
endeavours to procure subscribers for the new Ordinary Shares subject to the
Placing (the "Placing Shares"). The Placing is conditional upon, inter alia,
admission of the Placing Shares to trading on AIM ("Admission") becoming
effective on or before 8.00 a.m. (London time) on 12 July 2023 or such later
date as may be agreed between finnCap and Peel Hunt and the Company, but in
any event no later than 8.00 a.m. (London time) on 31 July 2023, and the
Placing Agreement not having been terminated prior to Admission. The Placing
Shares will rank equally in all respects with the Company's existing Ordinary
Shares. The Placing is not being underwritten.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE 'QUALIFIED INVESTORS' ("EEA QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF
PROSPECTUS REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); OR (B)
IF IN THE UNITED KINGDOM, PERSONS WHO ARE 'QUALIFIED INVESTORS' ("UK QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF
PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"),
OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER ("RELEVANT
PERSONS"), OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING
REFERRED TO AS "ELIGIBLE PARTICIPANTS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
ELIGIBLE PARTICIPANTS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO ELIGIBLE PARTICIPANTS
AND WILL BE ENGAGED IN ONLY WITH ELIGIBLE PARTICIPANTS. THIS ANNOUNCEMENT DOES
NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, COMMERCIAL,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES
(including its territories and possessions, any state of the United States and
the District of Columbia (collectively, the "United States")). THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS, OR WITH ANY SECURITIES REGULATORY AUTHORITY, 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 THE REGISTRATION REQUIREMENTS
OF 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
SECURITIES REFERRED TO HEREIN IS BEING MADE IN THE UNITED STATES.
Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in the definitions below.
This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States, Australia, Canada, The Republic of
South Africa, New Zealand, Hong Kong, Singapore, Japan or in any other
jurisdiction where such offer or solicitation is unlawful (each a "Restricted
Territory"). No public offering of securities will be made in connection with
the Placing in the United Kingdom, any Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, in or into any Restricted
Territory or to any persons in a Restricted Territory or in any other
jurisdiction in which such release, publication or distribution is unlawful.
The distribution of this Announcement and the Placing and/or the offer or sale
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company or by finnCap Ltd ("finnCap") or Peel
Hunt LLP ("Peel Hunt" and, together with finnCap the "Joint Bookrunners") or
any of their respective Affiliates, or any of their or their respective
Affiliates' directors, officers, members, employees, agents or advisers which
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons 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
such action. Persons into whose possession this Announcement comes are
required by the Company, each of the Joint Bookrunners to inform themselves
about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable,
from the requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in circumstances to
which section 21(1) of the Financial Services and Markets Act 2000, as amended
("FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States. The relevant clearances have not been,
nor will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan or the Republic of South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into any
Restricted Territory or any other jurisdiction outside the EEA and the UK.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or in any other
jurisdiction where such offer or sale is unlawful or to, or for the account or
benefit of, a citizen or resident, or a corporation, partnership or other
entity created or organised in or under the laws of Australia, Canada, The
Republic of South Africa, New Zealand, Hong Kong, Singapore, Japan or in any
other jurisdiction where such offer or sale is unlawful.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any Joint Bookrunner or any of their respective Affiliates, or any
of their or their respective Affiliates' directors, officers, employees,
agents or advisers as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to
or publicly available to any party or its advisers, and any liability
therefore is expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.
None of the Company, the Joint Bookrunners nor their respective Affiliates,
nor any of their or their respective Affiliates' directors, officers,
employees, agents or advisers, makes any representation or warranty, express
or implied to any Placees regarding any investment in the securities referred
to in this Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, commercial, financial
and related aspects of an investment in the Placing Shares.
By participating in the Placing, each Placee (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer on the terms and
conditions contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, indemnities,
acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (among other things) that:
· it is an Eligible Participant 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;
· if it is a financial intermediary, as that
term is used in Article 2(d) of the EU Prospectus Regulation or the UK
Prospectus Regulation, as applicable, it understands the resale and transfer
restrictions set out in this Appendix and that 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 in a member state of the EEA to EEA Qualified
Investors or in the United Kingdom to Eligible Participants, or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to each such proposed offer or resale;
· except as otherwise specifically agreed
with the Joint Bookrunners and subject to any available exemptions from
applicable securities laws, it and any account with respect to which it
exercises sole investment discretion, is either (i) located outside the United
States and acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the Securities Act
("Regulation S"); or (ii) a "qualified institutional buyer" as defined in Rule
144A under the Securities Act (a "QIB"); and
· if it is a Placee resident in Australia,
it:
o is either (i) a "sophisticated investor" within the meaning of Section
708(8) of the Corporations Act 2001 of the Commonwealth of Australia (the
"Australian Corporations Act") or a "professional investor" within the meaning
of Section 9 and Section 708(11) of the Australian Corporations Act; or (ii) a
"wholesale client" for the purposes of Section 761G(7) of the Australian
Corporations Act (and related regulations), who has complied with all relevant
requirements in this respect;
o understands, and each account it represents has been advised that: (i)
no offer of securities may be made in Australia except to a person who is a
sophisticated investor or a professional investor who is also a wholesale
client (each as defined in the Australian Corporations Act); and (ii) this
Announcement including the Appendices issued by the Company in connection with
the Placing or any regulatory announcement that may be issued by the Company:
§ does not constitute an offer of securities for sale in Australia and does
not constitute a Disclosure Document under Part 6D.2 of the Australian
Corporations Act;
§ does not and is not required to contain all the information which would
be required under the Australian Corporations Act to be included in a
Disclosure Document (as defined under the Australian Corporations Act);
§ has not been lodged with the Australian Securities and Investments
Commission;
§ does not constitute financial product advice in relation to the Placing
and nothing in the documentation should be taken to constitute a
recommendation or statement of opinion that it intended to influence you in
making a decision to participate in the offer; and
§ does not constitute a Product Disclosure Statement (as defined under the
Australian Corporations Act) (nor has a Product Disclosure Statement been or
will be issued in relation to this offer) and no cooling-off regime applies to
the financial products offered pursuant to this Announcement or any
accompanying documentation;
o acknowledges and agrees that any securities acquired pursuant to this
Announcement are not, within 12 months of acquisition of the securities, able
to be offered, transferred, assigned or otherwise alienated to investors in
Australia except in circumstances where disclosure is not required under Part
6D.2 of the Australian Corporations Act or unless a compliant disclosure
document is prepared and lodged with the Australian Securities and Investments
Commission, ASX Limited ABN 98 008 624 691 or any successor entity thereto;
and
· it is acquiring the Placing Shares for its
own account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, undertakings,
agreements and acknowledgements contained in this Announcement.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Unless defined elsewhere in this Appendix, defined terms used in this Appendix
are set out in the definitions below.
Bookbuild
Following the release of this Announcement, the Joint Bookrunners will
commence a bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. The book will
open with immediate effect following release of this Announcement. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. Members of the public are not entitled to participate in the Placing.
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their absolute
discretion, determine.
Details of the Placing Agreement and of the Placing Shares
The Joint Bookrunners are acting as agents for the Company in connection with
the Placing. The Joint Bookrunners have entered into an agreement with the
Company (the "Placing Agreement") under which, subject to the conditions set
out therein, the Joint Bookrunners have agreed, as agents for the Company,
severally (and not jointly or jointly and severally) to use their respective
reasonable endeavours to procure Placees for Placing Shares.
The final number of Placing Shares will be determined following completion of
the Bookbuild and set out in a term sheet to be entered into between Joint
Bookrunners and the Company (the "Term Sheet"). The timing of the closing of
the book and allocations are at the discretion of the Company and the Joint
Bookrunners. Details of the number of Placing Shares will be announced as soon
as practicable after the close of the Bookbuild.
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the Ordinary Shares
after their date of issue. The Placing Shares will be issued free of any
encumbrances, liens or other security interests.
Applications for admission to listing and trading
Application will be made to the London Stock Exchange plc ("LSE") for the
Placing Shares to be admitted to trading on the AIM Market of the LSE ("AIM")
("Admission"). It is expected that Admission will take place at 8.00 a.m.
(London time) on 12 July 2023 (or such later date as may be agreed between the
Company and the Joint Bookrunners).
Relationship of the Joint Bookrunners
· The obligations of each Joint Bookrunner in connection with
the Placing (including any payment obligation) are several, and not joint nor
joint and several. A right of a Joint Bookrunner in connection with the
Placing (including any rights under the Placing Agreement) is held by that
Joint Bookrunner severally and each Joint Bookrunner may exercise its rights,
powers and benefits in connection with the Placing separately and
individually.
· A Joint Bookrunner will not be responsible for the
performance obligations of the other Joint Bookrunner and will not be liable
for any claims, damages or liabilities arising out of the actions taken,
omissions of or advice given by the other Joint Bookrunner. Any breach,
non-performance or default by a Joint Bookrunner will not constitute a breach,
non-performance or default of the other.
· Nothing contained or implied hereby or by acceptance of the
Placing constitutes a Joint Bookrunner acting as the partner, agent or
representative of the other Joint Bookrunner for any purpose or creates any
partnership, agency or trust between the Joint Bookrunners, and no Joint
Bookrunner has any authority to bind another Joint Bookrunner in any way.
· Neither of the Joint Bookrunners will be liable for any loss,
damage or claim arising out of the actions taken or advice given by the other
Joint Bookrunner. In addition, the rights of a Joint Bookrunner and the
Beneficiaries (as defined below) in respect of that Joint Bookrunner under the
representations, warranties, acknowledgements and undertakings set out below
will in no way be affected by the actions taken or alleged to have been taken
or advice given or alleged to have been given by the other Joint Bookrunner or
its beneficiaries.
Participation in, and principal terms of the Placing
1. The Joint Bookrunners are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company. Participation
will only be available to persons who may lawfully be, and are, invited to
participate by either of the Joint Bookrunners. Each of the Joint Bookrunners
and their respective Affiliates are entitled to enter bids as principal in the
Bookbuild.
2. The number of Placing Shares will be agreed by the Joint
Bookrunners (in consultation with the Company) following completion of the
Bookbuild. Subject to the execution of the Term Sheet, the number of Placing
Shares to be issued will be set out in the announcement of the results of the
Placing.
3. To bid in the Bookbuild, Placees should communicate their bid
orally by telephone or in writing to their usual sales contact at one of the
Joint Bookrunners. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire at the Placing Price which is
ultimately established by the Company and the Joint Bookrunners. Bids may be
scaled down by the Joint Bookrunners on the basis referred to in paragraph 6
below.
4. The Bookbuild is expected to close no later than 7.00 a.m. (London
time) on 7 July 2023, being the date of this Announcement, but may be closed
earlier or later at the absolute discretion of the Joint Bookrunners (save
that closing may not be later than 11:00 a.m. on the first Business Day after
the date of this Announcement unless the Company so agrees). The Joint
Bookrunners may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
5. Subject to the execution of the Term Sheet, each Placee's
allocation will be confirmed to Placees either orally or by email by the
relevant Joint Bookrunner following the close of the Bookbuild, and a contract
note will be dispatched as soon as possible thereafter. Subject to paragraph 7
below, the relevant Joint Bookrunner's oral or email confirmation to such
Placee will constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of such Joint
Bookrunner and the Company, under which such Placee agrees to acquire the
number of Placing Shares allocated to it and to pay the Placing Price on the
terms and conditions set out in this Appendix.
6. Subject to paragraphs 2 and 3 above, the Joint Bookrunners will, in
effecting the Placing, agree with the Company the identity of the Placees and
the basis of allocation of the Placing Shares and may scale down any bids for
this purpose on such basis as they may determine. The Joint Bookrunners may
also, notwithstanding paragraphs 2 and 3 above and subject to the prior
consent of the Company, (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of bids shall be at the
absolute discretion of the Joint Bookrunners.
7. A bid in the Bookbuild 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 relevant Joint Bookrunner's
consent, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as
agent of the Company), to pay it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of Placing
Shares that such Placee has agreed to acquire. Such Placees' obligations will
be owed to the Company and to the relevant Joint Bookrunner. The Company has
undertaken to the Joint Bookrunners that it shall allot such Placing Shares to
each Placee following the execution of the Term Sheet.
8. Except as required by law or regulation, no press release or other
announcement will be made by any of the Joint Bookrunners 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.
9. Irrespective of the time at which a Placee's allocation(s) pursuant
to the Placing is/are confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the same time,
on the basis explained below under "Registration and settlement".
10. All obligations under the Bookbuild and the Placing will be subject to
satisfaction, 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 "Termination of the
Placing Agreement".
11. By participating in the Bookbuild, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by a Joint
Bookrunner.
12. To the fullest extent permissible by law, neither of the Joint
Bookrunners, the Company nor any of their respective Affiliates, agents,
directors, officers or employees shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither of the Joint Bookrunners, nor the Company,
nor any of their respective Affiliates, agents, directors, officers or
employees shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint Bookrunners'
conduct of the Bookbuild or of such alternative method of effecting the
Placing as the Joint Bookrunners, their respective Affiliates and the Company
may agree or determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Joint
Bookrunners' obligations under the Placing Agreement are conditional on
certain conditions, including (without limitation):
1. the Company complying with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to Admission;
2. the representations and warranties of the Company contained in the
Placing Agreement being true and accurate and not misleading on and as of the
date of the Placing Agreement, the date of the Term Sheet and the date of
Admission, as though they had been given and made on such dates by reference
to the facts and circumstances then subsisting, and no matter having arisen
prior to Admission which might reasonably be expected to give rise to a claim
under the indemnity contained in the Placing Agreement; and
3. Admission taking place by not later than 8.00 a.m. on 12 2023 (or
such later time and/or date as may be agreed between the Company and the Joint
Bookrunners, being not later than 31 July 2023).
If: (i) any of the conditions contained in the Placing Agreement, including
(without limitation) those described above, are not fulfilled or (where
applicable) waived by the Joint Bookrunners by the relevant time or date
specified therein (or such later time or date as the Company and the Joint
Bookrunners may agree); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the Placees' rights
and obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by it
in respect thereof.
The Joint Bookrunners may, at their absolute discretion (acting jointly) 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 (to the
extent that the Joint Bookrunners are capable of waiving such condition). Any
such extension or waiver will not affect Placees' commitments as set out in
this Announcement.
Neither of the Joint Bookrunners nor any of their respective Affiliates, nor
any of its or their respective Affiliates' directors, officers, employees,
agents or advisers shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in respect of any
decision it or another person may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition to the
Placing nor for any decision it may make as to the satisfaction of any
condition or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
The Joint Bookrunners (together and individually) are entitled at any time
before Admission, to terminate the Placing Agreement in accordance with its
terms in certain circumstances, including, inter alia, if:
1. any of the representations or warranties of the Company contained
in the Placing Agreement was, when given, untrue, inaccurate or misleading or
is not, or has ceased to be, true, accurate or not misleading (or would not be
true, accurate or not misleading if then repeated) by reference to the facts
subsisting at the time; or
2. either of them is of the opinion that the Company has failed in any
material respect to comply with any of its obligations contained in the
Placing Agreement; or
3. there has occurred, in the opinion of either Joint Bookrunner,
acting in good faith, a Material Adverse Change (as defined in the Placing
Agreement); or
4. there has occurred a market disruption event, as further set out in
the Placing Agreement.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Bookrunners or
for agreement between the Company and the Joint Bookrunners (as the case may
be) and that neither the Company nor the Joint Bookrunners need make any
reference to, or undertake any consultation with, Placees and that neither
they nor any of their respective Affiliates, agents, directors, officers or
employees shall have any liability to Placees whatsoever in connection with
any such exercise.
No prospectus
No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Placing, and Placees' commitments will be made solely on the
basis of publicly available information taken together with the information
contained in this Announcement and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously with or
prior to the date of this Announcement and subject to the further terms set
forth in the contract note (referred to in paragraph 5 above under
"Participation in, and principal terms of, the Placing") to be provided to
individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement and the publicly available information released by or on behalf
of the Company is exclusively the responsibility of the Company and confirms
to the Joint Bookrunners and the Company that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company (other than publicly available information) or
the Joint Bookrunners or their respective Affiliates or any other person and
none of the Joint Bookrunners nor the Company, nor any of 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
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges and agrees that it has
relied on its own investigation of the business, financial or other position
of the Company in making an offer to participate in the Placing.
Lock-up
The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing Agreement and 180 calendar days after the date of Admission, it
will not, without the prior written consent of the Joint Bookrunners (such
consent not to be unreasonably withheld or delayed), enter into certain
transactions involving or relating to the Ordinary Shares, subject to certain
customary carve-outs agreed between the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to grant consent to waive the undertaking by the
Company of a transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the absolute discretion of the Joint
Bookrunners and that they need not make any reference to, or consult with,
Placees and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0007276115)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Joint Bookrunners and
the Company 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 practicable in CREST within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a contract note stating the number
of Placing Shares to be allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the Joint Bookrunners and settlement
instructions. It is expected that such contract note will be despatched on or
around 7 July 2023 and that this will also be the trade date.
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 relevant
Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by the
relevant Joint Bookrunner as agent for the Company and the relevant Joint
Bookrunner will enter its delivery (DEL) instruction into the CREST system.
The input to CREST by a Placee of a matching or acceptance instruction will
then allow delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in respect of the Placing Shares will be on 12
July 2023 on a delivery versus payment basis.
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 four
percentage points above the Bank of England's base rate from time to time but
4% per year for any period during which that base rate is below zero.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Joint Bookrunner's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however remain liable for any shortfall below the aggregate amount owed
by it and shall be required to bear any stamp duty, stamp duty reserve tax or
other stamp, securities, transfer, registration, execution, documentary or
other similar impost, duty or tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are registered in a Placee's name or that of its nominee or in
the name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject to as provided
below, be so registered free from any liability to UK stamp duty or UK stamp
duty reserve tax. If there are any circumstances in which any other stamp duty
or stamp duty reserve tax (and/or any interest, fines or penalties relating
thereto) is payable in respect of the allocation, allotment, issue or delivery
of the Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), neither of the Joint Bookrunners
nor the Company shall be responsible for the payment thereof.
Representations, warranties, undertakings and acknowledgements
By submitting a bid and/or participating in the Placing, each Placee (and any
person acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be) with each of
the Joint Bookrunners (in their capacity as placing agents in respect of the
Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares, the following:
1. that it has read and understood this Announcement,
including this Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement and that it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. that no offering document or prospectus or
admission document has been or will be prepared in connection with the Placing
or is required under the EU Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a prospectus,
admission document or other offering document in connection with Admission,
the Bookbuild, the Company, the Placing or the Placing Shares;
3. that the Ordinary Shares are admitted to trading on
AIM and that the Company is therefore required to publish certain business and
financial information in accordance with MAR and the rules and practices of
AIM (collectively, the "Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most recent balance
sheet and profit and loss account, and similar statements for preceding
financial years and that it has reviewed such Exchange Information and that it
is able to obtain or access such Exchange Information;
4. that none of the Joint Bookrunners, nor the Company
nor any of their respective Affiliates nor any person acting on behalf of any
of them has provided, and none of them will provide, it with any material or
information regarding the Placing Shares, the Bookbuild, the Placing or the
Company or any other person other than this Announcement, nor has it requested
any of the Joint Bookrunners, the Company, or any of their respective
Affiliates nor any person acting on behalf of any of them to provide it with
any such material or information;
5. unless otherwise specifically agreed with the Joint
Bookrunners, that it is not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be, a resident
of Australia, Canada, The Republic of South Africa, New Zealand, Hong Kong,
Singapore, Japan or any other jurisdiction in which it would be unlawful to
make or accept an offer to acquire the Placing Shares, and further
acknowledges that the Placing Shares have not been and will not be registered
or otherwise qualified for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect of any of
the Placing Shares under the securities legislation of the United States or
any other Restricted Territory and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or indirectly,
in, into or within those jurisdictions or in any country or jurisdiction where
any such action for that purpose is required;
6. that the content of this Announcement is
exclusively the responsibility of the Company and that none of the Joint
Bookrunners nor any of their respective Affiliates nor any person acting on
their behalf has or shall have any responsibility or liability for any
information, representation or statement contained in this Announcement or any
information previously or subsequently published by or on behalf of the
Company, including, without limitation, any Exchange Information, and will not
be liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or otherwise.
Each Placee further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied in
committing itself to acquire the Placing Shares is contained in this
Announcement and any other Exchange Information, such information being all
that it deems necessary to make an investment decision in respect of the
Placing Shares, and that it has neither received nor relied on any other
information given or investigations, representations, warranties or statements
made by the Joint Bookrunners or the Company and none of the Joint Bookrunners
or the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further acknowledges and
agrees that it has relied on its own investigation, examination and due
diligence of the business, financial or other position of the Company in
deciding to participate in the Placing and that none of the Joint Bookrunners
or any of their respective Affiliates have made any representations to it,
express or implied, with respect to the Company, the Bookbuild, the Placing or
the Placing Shares or the accuracy, completeness or adequacy of the Exchange
Information, and each of them expressly disclaims any liability in respect
thereof;
7. that it has not relied on any information relating
to the Company contained in any research reports prepared by the Joint
Bookrunners, any of their respective Affiliates or any person acting on the
Joint Bookrunners' or any of their respective Affiliates' behalf and
understands that (i) none of the Joint Bookrunners or any of their respective
Affiliates nor any person acting on their behalf has or shall have any
liability for public information or any representation; (ii) none of the Joint
Bookrunners or any of their respective 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
publication, the date of this Announcement or otherwise; and that (iii) none
of the Joint Bookrunners or any of their respective 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 publication, the date of this Announcement or
otherwise;
8. that the allocation, allotment, issue and delivery
to it, or the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depositary receipts and clearance services) and
that it is not participating in the Placing as nominee or agent for any person
to whom the allocation, allotment, issue or delivery of the Placing Shares
would give rise to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
9. that no action has been or will be taken by the
Company, the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a public offer
of the Placing Shares in the United States or any other country or
jurisdiction where any such action for that purpose is required;
10. that it and any person acting on its behalf is entitled
to acquire the Placing Shares under the laws of all relevant jurisdictions
which apply to it and that it has fully observed such laws and obtained all
such governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
11. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Placing and to perform its
obligations in relation thereto (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)
and will honour such obligations;
12. that it has complied with its obligations under the
Criminal Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for verification of
identity, the Joint Bookrunners have not received such satisfactory evidence,
the Joint Bookrunners may, in their absolute discretion, terminate the
Placee's Placing participation in which event all funds delivered by the
Placee to the Joint Bookrunners will be returned without interest to the
account of the drawee bank or CREST account from which they were originally
debited;
13. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make, and does make, the acknowledgments,
representations and agreements herein on behalf of each such person; and (ii)
it is and will remain liable to the Joint Bookrunners and the Company for the
performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person). Each Placee
agrees that the provisions of this paragraph shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is acting;
14. if in a member state of the EEA, that it is an EEA
Qualified Investor;
15. if in the United Kingdom, that it is a Relevant Person
and it undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the purposes of its
business only;
16. that it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentation or other materials concerning the Placing (including electronic
copies thereof), directly or indirectly, whether in whole or in part, in, into
or from the United States, any other Restricted Territory or any other
jurisdiction in which such distribution, forwarding, transfer or transmission
would be unlawful;
17. where it is acquiring the Placing Shares for one or more
managed accounts, that it is authorised in writing by each managed account to
acquire the Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on behalf of
each such account;
18. that if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with all applicable laws
and regulations;
19. if it is acting as a financial intermediary, as that
term is used in Article 2(d) of the EU Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in a member state of the EEA other than EEA Qualified Investors or persons in
the United Kingdom other than Relevant Persons, or in circumstances in which
the prior consent of the Joint Bookrunners and the Company has been given to
the proposed offer or resale;
20. that it has not offered or sold and, prior to the expiry
of a period of six months from Admission, will not offer or sell any Placing
Shares to persons in the EEA, except to EEA Qualified Investors or otherwise
in circumstances which have not resulted and which will not result in an offer
to the public in any member state in the EEA within the meaning of Article
2(d) of the EU Prospectus Regulation;
21. that it has not offered or sold and, prior to the expiry
of a period of six months from Admission, will not offer or sell any Placing
Shares to persons in the United Kingdom, except to Relevant Persons or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of Article
2(d) of the UK Prospectus Regulation;
22. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are EEA 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 EEA 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 EU Prospectus Regulation;
23. that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are Relevant Persons 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 United Kingdom prior to Admission
except to Relevant Persons or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in the United
Kingdom within the meaning of the UK Prospectus Regulation;
24. that 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 the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person;
25. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect to anything
done by it in relation to the Placing Shares in respect of anything done in,
from or otherwise involving, the United Kingdom;
26. if it has received any inside information (as that terms
is defined in MAR) about the Company in advance of the Placing, that it has
not: (i) dealt in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the MAR, prior to the
information being made publicly available;
27. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the Placing
Shares under the laws of all relevant jurisdictions which apply to it; (ii) it
has paid any issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action which will
or may result in the Company, the Joint Bookrunners, any of their respective
Affiliates or any person acting on their behalf being in breach of the legal
and/or regulatory requirements and/or any anti-money laundering requirements
of any territory in connection with the Placing; and (iv) that the
subscription for and purchase of the Placing Shares by it or any person acting
on its behalf will be in compliance with applicable laws and regulations in
the jurisdiction of its residence, the residence of the Company, or otherwise;
28. that it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares it has agreed to acquire and
acknowledges, agrees and undertakes that it (and any person acting on its
behalf) will make payment for the Placing Shares allocated to it in accordance
with this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other Placees or sold as the Joint Bookrunners may
in their absolute discretion determine and without liability to such Placee.
It will, however, remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any interest
or penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing Shares on
its behalf;
29. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be entitled, and
required, to acquire, and that the Joint Bookrunners or the Company may call
upon it to acquire a lower number of Placing Shares (if any), but in no event
in aggregate more than the aforementioned maximum;
30. that none of the Joint Bookrunners nor any of their
respective Affiliates nor any person acting on their behalf, is making any
recommendations to it, or advising it regarding the suitability or merits of
any transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of the Joint Bookrunners and that the Joint Bookrunners do not have any
duties or responsibilities to it for providing the protections afforded to
their respective clients or customers or for providing advice in relation to
the Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of either of the Joint Bookrunners' rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right;
31. that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither of the Joint Bookrunners nor the Company nor any of their
respective Affiliates will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar duties or taxes (together with any
interest or penalties) resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees to indemnify
each of the Joint Bookrunners, the Company and any of their respective
Affiliates in respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of the Joint
Bookrunners (or either of them) who will hold them as nominee directly or
indirectly on behalf of such Placee until settlement in accordance with its
standing settlement instructions with it;
32. that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with such
agreements, shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
agreements, except that enforcement proceedings in respect of the obligation
to make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Joint Bookrunners or the Company in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange;
33. that each of the Joint Bookrunners, the Company and
their respective Affiliates and others will rely upon the truth and accuracy
of the representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each of the Joint
Bookrunners on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each of the Joint Bookrunners and
the Company to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein;
34. that it will indemnify on an after-tax basis and hold
each of the Joint Bookrunners, the Company and their respective Affiliates and
any person acting on their behalf harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of,
directly or indirectly, or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;
35. acknowledges that it irrevocably appoints any director
of the Joint Bookrunners 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;
36. that it acknowledges that its commitment to acquire
Placing Shares on the terms set out herein and in the contract note will
continue notwithstanding any amendment that may in future be made to the terms
and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or the Joint Bookrunners' conduct of the Placing;
37. that in making any decision to acquire the Placing
Shares (i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares, (ii) it is experienced in investing in securities of this nature in
the Company's sector and is aware that it may be required to bear, and is able
to bear, the economic risk of participating in, and is able to sustain a
complete loss in connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its Affiliates
taken as a whole, including the markets in which the Group operates, and the
terms of the Placing, including the merits and risks involved and not upon any
view expressed or information provided by or on behalf of the Joint
Bookrunners, (iv) it has had sufficient time and access to information to
consider and conduct its own investigation with respect to the offer and
purchase of the Placing Shares, including the legal, regulatory, tax,
business, currency and other economic and financial considerations relevant to
such investment and has so conducted its own investigation to the extent it
deems necessary for the purposes of its investigation, (v) it is aware and
understands that an investment in the Placing Shares involves a considerable
degree of risk; and (vi) it will not look to the Company, the Joint
Bookrunners, any of their respective Affiliates or any person acting on their
behalf for all or part of any such loss or losses it or they may suffer;
38. that it acknowledges and agrees that none of the Joint
Bookrunners nor the Company owe any fiduciary or other duties to it or any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
39. understands and agrees that it may not rely on any
investigation that the Joint Bookrunners or any person acting on their behalf
may or may not have conducted with respect to the Company and its Affiliates
or the Placing and the Joint Bookrunners have not made any representation or
warranty to it, express or implied, with respect to the merits of the Placing,
the subscription for or purchase of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its Affiliates, or as to
any other matter relating thereto, and nothing herein shall be construed as
any investment or other recommendation to it to acquire the Placing Shares. It
acknowledges and agrees that no information has been prepared by, or is the
responsibility of, the Joint Bookrunners for the purposes of this Placing;
40. that it acknowledges and agrees that it will not hold
either of the Joint Bookrunners nor any of their respective Affiliates nor any
person acting on their behalf responsible or liable for any misstatements in,
or omissions from, any publicly available information relating to the Group or
information made available (whether in written or oral form) relating to the
Group (the "Information") and that none of the Joint Bookrunners or any person
acting on behalf of the Joint Bookrunners makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
such Information or accepts any responsibility for any of such Information;
41. that in connection with the Placing, each of the Joint
Bookrunners and any of their respective Affiliates may take up a portion of
the shares in the Company and in that capacity may retain, purchase or sell
for its or their own account such shares in the Company and any securities of
the Company or related investments and may offer or sell such securities or
other investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to shares being issued, offered or placed
should be read as including any issue, offering or placement of such shares in
the Company to the Joint Bookrunners and any of their respective Affiliates
acting in such capacity. In addition, certain of the Joint Bookrunners or any
of their respective Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with investors in
connection with which such Joint Bookrunners or any of their respective
Affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. None of the Joint Bookrunners or
any of their respective Affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
42. if it is a Placee resident in Australia, that it:
a. is either (i) a "sophisticated investor" within the meaning of
Section 708(8) of the Australian Corporations Act or a "professional investor"
within the meaning of Section 9 and Section 708(11) of the Australian
Corporations Act; or (ii) a "wholesale client" for the purposes of Section
761G(7) of the Australian Corporations Act (and related regulations), who has
complied with all relevant requirements in this respect;
b. understands, and each account it represents has been advised that:
(i) no offer of securities may be made in Australia except to a person who is
a sophisticated investor or a professional investor who is also a wholesale
client (each as defined in the Australian Corporations Act); and (ii) this
Announcement including the Appendices issued by the Company in connection with
the Placing or any regulatory announcement that may be issued by the Company:
i. does not constitute an offer of securities for sale in
Australia and does not constitute a Disclosure Document under Part 6D.2 of the
Australian Corporations Act;
ii. does not and is not required to contain all the
information which would be required under the Australian Corporations Act to
be included in a Disclosure Document (as defined under the Australian
Corporations Act);
iii. has not been lodged with the Australian Securities and
Investments Commission;
iv. does not constitute financial product advice in relation to
the Placing and nothing in the documentation should be taken to constitute a
recommendation or statement of opinion that it intended to influence you in
making a decision to participate in the offer; and
v. does not constitute a Product Disclosure Statement (as
defined under the Australian Corporations Act) (nor has a Product Disclosure
Statement been or will be issued in relation to this offer) and no cooling-off
regime applies to the financial products offered pursuant to this Announcement
or any accompanying documentation;
c. acknowledges and agrees that any securities acquired pursuant to
this Announcement are not, within 12 months of acquisition of the securities,
able to be offered, transferred, assigned or otherwise alienated to investors
in Australia except in circumstances where disclosure is not required under
Part 6D.2 of the Australian Corporations Act or unless a compliant disclosure
document is prepared and lodged with the Australian Securities and Investments
Commission, ASX Limited ABN 98 008 624 691 or any successor entity thereto;
43. unless otherwise specifically agreed with the Joint
Bookrunners, that it, and any prospective beneficial owner for whose account
or benefit it is purchasing the Placing Shares is (i) located outside the
United States and is acquiring the Placing Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S; or (ii) a QIB and has
duly executed a US investor letter substantially in the form provided to it
and delivered the same to one of the Joint Bookrunners or its affiliates;
44. that it has not been offered to purchase or subscribe
for Placing Shares by means of any "directed selling efforts" as defined in
Regulation S or by means of any "general solicitation" or "general
advertising" within the meaning of Rule 502(c) under the Securities Act;
45. that it understands, and each account it represents has
been advised that the Placing Shares have not been, and will not be,
registered under the Securities Act or with any regulatory authority of any
other state or other jurisdiction of the United States and may not be offered,
sold or resold, directly or indirectly, in or into or from the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in accordance with
applicable state securities laws;
46. that each of the Joint Bookrunners and their respective
Affiliates may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company and/or its
Affiliates for which they would have received customary fees and commissions
and that each of the Joint Bookrunners and their respective Affiliates may
provide such services to the Company and/or its Affiliates in the future;
47. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its Ordinary
Shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA; and
48. that neither it (nor that any person whom it specifies
for registration as holder of the Placing Shares) nor any director, officer,
employee of it is currently subject to any sanctions administered by the US
Department of the Treasury ("OFAC") or any similar sanctions imposed by the
European Union, the UK, the United Nations or any other body, governmental or
otherwise, to which the Placee or any of its affiliates.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each of the Joint Bookrunners (for their own benefit and, where relevant,
the benefit of their respective Affiliates and any person acting on their
behalf) and are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Joint Bookrunners or the Company owe any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents or nominees, direct from the Company for the Placing Shares in
question. None of the Company or the Joint Bookrunners will be responsible for
any UK stamp duty or UK stamp duty reserve tax (including any interest and
penalties relating thereto) arising in relation to the Placing Shares in any
other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, 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. None of the Joint Bookrunners nor the Company are liable to
bear any stamp duty or stamp duty reserve tax or any other similar duties or
taxes ("transfer taxes") that arise (i) if there are any such arrangements (or
if any such arrangements arise subsequent to the acquisition by Placees of
Placing Shares) or (ii) on a sale of Placing Shares, or (iii) for transfer
taxes arising otherwise than under the laws of the United Kingdom. Each 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 transfer
taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify
on an after-tax basis and hold the Joint Bookrunners, the Company and their
respective Affiliates harmless from any such transfer taxes, and all interest,
fines or penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax liability
arises.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that either of the Joint Bookrunners or any of their respective
Affiliates may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares. Each Placee acknowledges and is
aware that the Joint Bookrunners are receiving a fee in connection with their
role in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the
Joint Bookrunners, any money held in an account with either of the Joint
Bookrunners 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 rules and
regulations of the FCA made under the FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules, as a consequence, this money will not be segregated from the Joint
Bookrunners' money in accordance with the client money rules and will be used
by the Joint Bookrunners in the course of its own business, and the Placee
will rank only as a general creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to amendment. Either
of the Joint Bookrunners shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners 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 of
one will not prevent the exercise of others.
If a Placee is a discretionary fund manager, the Placee may be asked to
disclose in writing or orally to the Joint Bookrunners the jurisdiction in
which the funds are managed or owned.
DEFINITIONS
The following definitions apply to this Announcement, including this Appendix:
Admission admission of the Placing Shares to trading on AIM becoming effective within
the meaning of Rule 6 of the AIM Rules issued by London Stock Exchange
Affiliates as regards any person or entity, their agents, directors, officers, employees
or consultants and any other person connected with them as defined in FSMA
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the rules for companies with a class of securities admitted to AIM governing
the admission to and operation of AIM as published by London Stock Exchange
from time to time
Announcement this announcement (including its Appendix)
Australian Corporations Act the Corporations Act 2001 of the Commonwealth of Australia
Bookbuild the accelerated bookbuild, being the process by which subscribers will be
obtained for the Placing Shares
Company Lok'nStore Group plc registered in England and Wales under number 04007169
whose registered office is at One Fleet Place, London, United Kingdom, EC4M
7WS
CREST the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear UK &
Ireland
Euroclear UK & Ireland Euroclear UK & Ireland Limited
finnCap finnCap Ltd registered in England and Wales under number 06198898 whose
registered office is at 1 Bartholomew Close, London, EC1A 7BL (together with
its affiliates)
Fundraising the Placing and the REX Retail Offer
Fundraising Shares the Placing Shares and the Ordinary Shares to be offered pursuant to the REX
Retail Offer
Joint Bookrunners finnCap and Peel Hunt, the Company's joint bookrunners in relation to the
Placing
MAR The Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of The European Union (Withdrawal) Act 2018
London Stock Exchange or LSE London Stock Exchange plc
Ordinary Shares ordinary shares of £0.01 each in the capital of the Company
Peel Hunt Peel Hunt LLP registered in England and Wales under number OC357088 whose
registered office is at 7th Floor 100 Liverpool Street, London, England, EC2M
2AT (together with its affiliates)
Placees persons who agree to subscribe for Placing Shares at the Placing Price
Placing the conditional placing of the Placing Shares by the Joint Bookrunners on
behalf of the Company at the Placing Price, in accordance with the Placing
Agreement
Placing Agreement the conditional placing agreement relating to the Placing of the Placing
Shares between the Company and the Joint Bookrunners
Placing Price 765 pence per new Ordinary Share
Placing Shares up to a maximum 3,001,300 new Ordinary Shares to be issued in connection with
the Placing
REX Retail Offer the offer of Ordinary Shares to existing retail shareholders of the Company to
be made by means of the REX retail offering platform
Shareholders holders of Ordinary Shares
1 Group Adjusted Net Asset Value per share ("AVAV") is the net assets
adjusted for the valuation of leasehold stores and deferred tax divided by the
number of shares (excluding shares held in the Group's employee benefits trust
or in treasury) at the year-end.
2 Group Adjusted EBITDA Earnings before interest, tax, depreciation and
amortisation, before losses or profits on disposal, share-based payments,
acquisition costs or exceptional items.
3 Cash Available for Distribution ("CAD") is calculated as Adjusted EBITDA
less total net finance cost, less capitalised maintenance expenses, New Works
Team costs and current tax. This measures the capacity of the business to pay
dividends or pay down debt.
(4) Same Store Analysis - This measure is used to give transparency on
improvements in the operating business in the period unrelated to the opening
of new stores, closure of old stores, and more particularly in this financial
period, the sale and manage-back of four stores which were sold on 31 January
2022, and reporting on stores that were open and trading at both financial
period ends 31 January 2022 and 31 January 2023. This also eliminates two new
stores from the 31 January 2023 calculation. The Same Store key performance
measure helps to illustrate the performance of the underlying business.
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