REG - LoopUp Group PLC - Proposed Capital Raising
28/09/2022 18:30
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RNS Number : 0706B LoopUp Group PLC 28 September 2022
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HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE
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UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX.
For immediate release
28 September 2022
LoopUp Group plc
("LoopUp", the "Group" or the "Company")
Proposed Capital Raising expected to raise a minimum of £3 million
Launch of proposed Placing by way of accelerated bookbuild
LoopUp Group plc (AIM: LOOP), the cloud platform for premium specialist
communications, today announces its intention to carry out a placing (the
"Placing") of new ordinary shares of 0.5 pence each in the capital of the
Company ("Ordinary Shares") (the "Placing Shares") at a price of 5.0 pence per
share (the "Issue Price").
The Placing is subject to the terms and conditions set out in this
announcement and the appendix hereto (the "Appendix") (together, the
"Announcement") and is being conducted by way of an accelerated bookbuild that
will be launched immediately following the publication of this Announcement.
Cenkos Securities plc ("Cenkos") and Panmure Gordon (UK) Limited ("Panmure
Gordon") are acting as lead bookrunners in connection with the Placing with
Turner Pope Investments (TPI) Limited ("TPI") acting as joint bookrunner.
Alongside the Placing, a separate subscription ("Subscription") for new
Ordinary Shares ("Subscription Shares") is being undertaken by the Company at
the Issue Price. The Placing together with the Subscription (together, the
"Capital Raising") is expected to raise a minimum of £3 million before
expenses.
In addition, to provide shareholders and other investors who did not initially
participate in the Placing the opportunity to invest in the Company, following
the closing of the accelerated bookbuild, TPI will conduct a broker offer (the
"Broker Offer") allowing additional subscriptions for new Ordinary Shares
through TPI at the Issue Price (the "Broker Offer Shares") with a value
expected to be around £1.0 million (which may be increased by agreement
between the Company and TPI in the case of sufficient demand), with priority
being given to existing shareholders of the Company.
It is expected that the Placing and the Subscription will comprise a minimum
of 60,000,000 New Ordinary Shares, representing approximately 56.5 per cent.
of the existing issued share capital of the Company. The Capital Raising is
being split with the issue of 10,352,848 new Ordinary Shares (the "First
Tranche Shares") expected to be issued and admitted to trading on AIM on 3
October 2022 ("First Tranche Admission") to utilise existing shareholder
authorities with the balance of the Placing Shares, Subscription Shares and
Broker Offer Shares (the "Second Tranche Shares") to be issued and admitted to
trading on AIM ("Second Tranche Admission") shortly after, and conditional on,
inter alia, the passing of the Resolutions at the General Meeting (each as
defined below).
The Issue Price represents a discount of approximately 21.9 per cent. to the
closing middle market price of 6.4 pence per Ordinary Share on 28 September
2022.
Strategic overview and Capital Raising
Since 2020, the Group has been transitioning its business and expanding its
technology into a broader cloud platform for hybrid communications, and now
has three lines of business:
· Meetings - legacy cash generative business
- Integrated audio, web and video remote meetings software and service, focused
on premium audio quality and ease-of-use
- Materially boosted by the major agreement with PGi Connect, as announced on 1
September 2022, which the Group expects will contribute approximately £10
million of revenue and £5 million of net cash contribution over the 12-month
period from October 2022 to September 2023
· Cloud Telephony - primary growth line of business
- Next generation telephony - 'PSTN replacement' - enabling phone calls to and
from work phone numbers independently of the user's physical location and not
tied to a physical handset, and integrated with Unified Communications
platforms such as Microsoft Teams
- Targeting the multinational mid-market and enterprise market segment of this
large, growing market, forecast to be a $29 billion market by 2025 (source:
Gartner, 2022), facilitating single vendor supply globally at a geographic
layer above the telecommunications carriers
- Strong acceleration of commercial traction, with 130 contracts closed two
years on from service launch, and a 264% acceleration in contract win-rate in
the second year post launch
· Hybridium - secondary growth line of business
- Hybrid auditorium technology, enabling large scale hybrid events (20-150
people in room and 20-150 people remote), such as company town halls,
management onsites / offsites, team kick-offs, Capital Markets days, product
launches, and corporate training
The Capital Raising, the proceeds of the Broker Offer and the expected cash
generation from the PGi Connect agreement, will:
· support the next phase of investment in Cloud Telephony (primary) and
Hybridium (secondary);
· support the transfer of Meetings customers from PGi Connect;
· provide near term working capital for the Group; and
· strengthen the Group's balance sheet going forward
Meetings and PGi Connect deal
The Group's Remote Meetings business has been declining in the post pandemic
environment as enterprises progressively embrace more holistic Unified
Communications (UC) platforms, such as Microsoft Teams, which incorporate
meetings functionality.
However, on 1 September 2022, the Group announced that it had entered into a
major revenue sharing and customer transfer agreement with PGi Connect, giving
LoopUp the rights to transfer materially all of PGi Connect's conferencing
services customers over to LoopUp. While no initial or fixed consideration is
payable, the Group will pay PGi Connect a share of revenue invoiced and
received from successfully transferred customers for a period of three years.
On 2 September 2022, PGi Connect sent out the first (and largest) batch of
contract assignment notices to c.8,100 of its direct enterprise customers,
concerning the transition of services to LoopUp from 1 October 2022. As at
July 2022, these 8,100 customers have an annualised revenue run-rate of c.£34
million to PGi Connect.
The Group has prior experience of large-scale customer transitions onto its
platform following the acquisition of MeetingZone in 2018. The Group is not
taking on any of PGi's infrastructure, equipment, datacentres or vendor
contracts, making the transition clean and cost efficient. Nevertheless, from
customers' perspective, the transition will be seamless with dial-in numbers,
meetings access codes and active calling rates remain unchanged in nearly all
cases, and with standard PGi terms and conditions remaining in place meaning
no re-contracting.
While this is clearly a highly material level of assigned business, and while
more is expected to be taken on in due course relating to PGi Connect's
indirect business, the Group is making prudent assumptions regarding
transition loss for non-term-committed customers as well as general ongoing
business attrition, and so expects the PGi agreement to generate revenue of
approximately £10 million and net cash contribution to the Group of
approximately £5 million over the twelve-month period from October 2022 to
September 2023.
Cloud Telephony
In Q3 2020, the Group launched its Cloud Telephony solution, which has since
developed into its primary growth line of business for the long-term future of
the Group. The Cloud Telephony market is forecast to grow to $29 billion by
2025, and the Group's aspiration is to become one of a small number of winners
in the multinational mid-market and enterprise segment, providing customers
with single-vendor service provision globally rather than the status quo of
multiple telecommunications carriers in specific countries and regions.
Since launch, the Group has secured 60 customer wins, comprising 130
individual contracts, and has done so at an accelerating win rate:
· 133% increase in customer wins, with 42 won during the second year post
service launch ending August 2022 (18 during the first year post service
launch ending August 2021); and
· 264% increase in individual contract wins, with 102 won during the second year
post service launch ending August 2022 (28 during the first year post service
launch ending August 2021). The greater acceleration in contract wins versus
customer wins reflects the 'layering effect' from progressive geographic
customer rollouts - i.e. approximately one third of the contract wins in the
second year post launch were from customers won in the first year post launch.
In aggregate, these 60 customer wins represent:
· Minimum Annual Recurring Revenue (ARR) of £1.2 million and minimum Total
Contract Value (TCV) of £4.4 million, based on minimum contracted levels;
· Expected ARR of c.£2.4 million and expected TCV of c.£7.9 million, where
LoopUp has relatively strong visibility of customer intent for the next stage
of rollouts based on conversations, planning and pricing; and
· Potential ARR of c.£5.3 million and potential TCV of c.£16.5 million, based
on identified potential rollout levels but where LoopUp currently has less
clear visibility of customer intent.
Operationally, all customer deployments to date have been successful, and all
rollouts are progressing positively. One customer win case study is a leading
global communications consulting firm with c.7,000 employees across 30
countries. The Group has successfully rolled out now to 18 of these countries
with minimum committed ARR of c.£260K, bringing the customer's number of
telephony vendors down from 20 to 1 in those countries. The remaining 12
countries are scheduled to be rolled out by March 2023. Other customer wins
include a US-headquartered Fortune 100 technology company, a
Germany-headquartered global industrial group, an Asia-Pacific-headquartered
global food group, and a French-headquartered global logistics company.
In addition to these 60 customer wins, the Group's sales pipeline of potential
new Cloud Telephony opportunities continues to grow and now stands at more
than £100 million of additional potential ARR, of which approximately 15% is
at written proposal stage or later. The pipeline includes:
· Proofs of Concept (PoC)
- Sometimes PoCs are needed in order to win a customer, whereby the potential
customer can pilot the technology and confirm that it works in their IT
environment.
- LoopUp's track record of completed PoCs is a 94% conversion rate into
successful customer wins.
- In its current pipeline, the Group has 11 live PoC projects and 16 further
requests for proposal, so 27 PoC opportunities in total, including with a
top-5 global law firm, a Big-4 accounting firm, a major global sportswear
company, and a leading holidays group.
· Strong opportunities
- Separately to the above PoC opportunities, the Group has 41 contract
opportunities in its pipeline that it expects to close by the end of 2022,
which are expected to represent minimum contracted ARR of c.£630K.
- 17 of these 41 new contract opportunities are with the Group's 60 existing
customers (i.e. continued geographic rollouts), and 24 are with new customers
that the Group expects to win in this period.
The Group is achieving this strong and accelerating commercial traction in
Cloud Telephony due to its differentiated offer for multinational mid-market
and enterprise customers versus competition from telecommunications carriers
and UC platform calling plans. Specifically, this includes the Group's:
· Highest quality routing voice network, built over 16 years for international
legal conference calls;
· Underlying relationships with 19 Tier-1 carrier partners, facilitating full
domestic PSTN replacement including number porting, domestic CLI pass-through
and emergency services calling;
· Licensed / regulatory-compliant geographic coverage, expected to span c.80
countries by early 2023 (including China and India);
· Customer connectivity options - UC-integrated / SIP / hybrid - for
future-proofed customer decision-making at varied stages of the Cloud
Telephony technology journey;
· Global Management Portal software layer, for consistent service visibility and
administration, globally;
· Span of expertise encompassing Unified Communications (including Microsoft's
'Advanced Specialization' - the competency level above gold partnership status
- in Teams telephony), VoIP/SIP, telecommunications and software; and
· PerfectBundle pricing for spend commitment pooling across a multinational
customer's global billing entities.
Hybridium
Following the acquisition of SyncRTC Inc. in October 2021 (www.hybridium.com
(http://www.hybridium.com) ), rebranded Hybridium combines video wall,
hologram and virtual live stage technology, bringing unrivalled engagement and
analytics to larger scale hybrid education, corporate training and events such
as management onsites, departmental kick-offs, capital markets days and
thought leadership seminars. Events with Hybridium benefit from ultra-low
latency at ultra-high resolution, with full video wall layout flexibility
facilitating any content on any screen.
In April 2022, Hybridium signed a deal with Telefónica for the deploying of
its solution at 'Universitas', Telefónica's global innovation and talent hub
located at its Madrid headquarters in Distrito Telefónica. While the Group
wishes to sell Hybridium to more large enterprises, such as Telefónica, and
while building pipeline for such opportunities is very achievable in the post
pandemic hybrid working environment, the purchase ticket price is material
(with the associated hardware), and many enterprises are still in the phase of
assessing and formulating their future working policies rather than making
major investments.
As such, the Group's primary planned route to market for this technology in
the near term will be via renting a LoopUp-owned and managed facility, which
will be at a much lower ticket price of approximately £15,000 per half day
rental. The Group has identified a primary location in the City of London and
is at heads of terms for a lease. The Group believes this route to market has
the potential for fast investment payback and the potential to replicate in
other major urban centres, as well as being an effective shop window and
experiential facility for further enterprise sales such as Telefónica.
For context, planned forward-looking investment in Hybridium is materially
less than that in Cloud Telephony at approximately one tenth of the
investment.
Balance sheet strengthening and restructuring of existing debt arrangements
The proceeds of the First Tranche Admission will enable the Group to cover
short-term working capital requirements and support the transfer of Meetings
customers from PGi Connect. The Capital Raising overall - together with cash
generation from the PGi Connect deal and the R&D tax credit of £1.9
million that the Group expects to receive in October or November 2022 - will
enable the Group to strengthen its balance sheet and support the next phase of
investment in Cloud Telephony (primary) and Hybridium (secondary).
In 2018, the Group entered into a term loan with Bank of Ireland for £17.0
million, which has since reduced to a current balance of £6.9 million, and a
revolving credit facility. On the basis of the Group's deal with PGi Connect
and this proposed Capital Raising, the Group and Bank of Ireland have agreed
the following changes to the term loan arrangements:
· A new set of covenants will apply, reflecting the improved outlook of the
Group based on a minimum liquidity level, EBITDA performance and Cloud
Telephony revenue;
· 50% of the Capital Raising above the minimum £2.7 million net proceeds level
(i.e. £3 million gross proceeds less fees of approximately £0.3 million)
will be applied to previously-agreed principal repayment holidays through to
June 2023, as announced in the Group's preliminary results on 7 June 2022;
· The interest rate of 4.5 percent above the Sterling Overnight Index Average
(SONIA) will continue to apply;
· Breaches by the Company over the past two months of previous (now
renegotiated) financial covenants or information provision requirements are
waived; and
· The additional revolving credit facility for £1.5 million, which the Group
has drawn on over recent months, will be repaid in full and cancelled.
Interim results
As announced on 1 September 2022, the Group reconfirms that it expects
revenues of approximately £6.6 million for the six month period ended 30 June
2022, at a gross margin of approximately 67%, and an Adjusted EBITDA
(operating profit before depreciation, amortization of development costs and
acquired tangibles, exceptional reorganisation costs and share-based payment
charges) loss of approximately £1.5 million. Gross cash and net debt were
approximately £0.7 million and £8.0 million respectively at 30 June 2022,
prior to the receipt of an R&D tax credit of c.£1.9 million that the
Group expects to receive in October or November 2022.
The Group has been managing its operations carefully during its recent period
of strategic transition in order to preserve cash, and as such, H1 2022 staff
and overhead costs were approximately 6 percent below equivalent H1 2021
levels.
The Group will announce its unaudited interim results for the period ended 30
June 2022 by 30 September 2022.
Summary investment case
The Directors summarise the Group's investment case as follows:
· A material cash boost for the Group from the recently-announced PGi Connect
deal (c.£5m net cash contribution over the next 12 months);
· The Group's primary growth business - Cloud Telephony - is the largest and
fastest-growing segment of the Unified Communications market, forecast to be
$29 billion by 2025;
· LoopUp is targeting the multinational segment of the market, offering single
vendor service provision globally at a geographic layer above the current
primary competition class: the more geographically-specific telecommunications
carriers;
· LoopUp's single vendor value proposition to the multinational market is
differentiated through its: highest quality routing voice network (built over
the last 16 years for international legal conference calling market); Global
Management Portal software layer enabling customers to manage their telephony
numbers, user provisioning and usage analytics globally; market-leading
regulatory coverage; span of expertise across unified communications,
VoIP/SIP, telecommunications and software; differentiated PerfectBundle
pricing enabling pooled spend across multinational billing entities; and
· Resulting strong and accelerating commercial traction, with 130 contracts
closed in the two years since service launch, and a 264% acceleration in win
rate in the second year post launch.
The Placing and Broker Offer
The Placing is subject to the terms and conditions set out in the Appendix.
Cenkos, Panmure Gordon and TPI have today entered into a placing agreement
with the Company in relation to the Placing (the "Placing Agreement").
The Placing Agreement contains customary warranties from the Company in favour
of Cenkos, Panmure Gordon and TPI relating to the Group and its business. In
addition, the Company has agreed to indemnify Cenkos, Panmure Gordon and TPI
and their affiliates in relation to certain liabilities they may incur in
respect of the Placing and Broker Offer. Cenkos and Panmure Gordon can
terminate the Placing Agreement at any time prior to Admission in certain
circumstances, including in the event of a breach of the warranties given in
the Placing Agreement, the failure of the Company to comply with its
obligations under the Placing Agreement or, the occurrence of a force majeure
event or a material adverse change affecting the financial position or
business or prospects of the Company. If this right to terminate is exercised
prior to First Tranche Admission, the Capital Raising and the Broker Offer
will not proceed. If this right to terminate is exercised after First Tranche
Admission but prior to Second tranche Admission, Second Tranche Admission only
will not proceed.
Details of the Placing
Cenkos and Panmure Gordon will commence a bookbuilding process in respect of
the Placing immediately following the publication of this Announcement (the
"Bookbuilding Process"). The number of Placing Shares to be issued to Placees
in connection with the Placing will be determined by the Company in
consultation with Cenkos and Panmure Gordon following the close of the
Bookbuilding Process. An announcement is expected to be made with final
details of the Capital Raising no later than 8.00 a.m. on 29 September 2022.
Pursuant to the terms of the Placing Agreement, Cenkos and Panmure Gordon, as
agents for the Company, have conditionally agreed to use their reasonable
endeavours to procure subscribers for the Placing Shares at the Issue Price
with certain institutional investors. First Tranche Admission is
conditional, inter alia, on (i) the Placing Agreement not having been
terminated in accordance with its terms and (ii) admission of the First
Tranche Shares to trading on AIM becoming effective at 8.00 a.m. on 3 October
2022 or such later date as Cenkos, Panmure Gordon and the Company may agree
being no later than 8.30 a.m. on 4 October 2022. Second Tranche Admission is
conditional, inter alia, on (i) the passing by the Company's shareholders of
resolutions to authorise the Directors to issue and allot the Second Tranche
Shares on a non-pre-emptive basis (which will be set out in detail in a
circular expected to be distributed by the Company to its shareholders on or
about 29 September 2022) (the "Resolutions") at a general meeting of the
Company to be held on or around 17 October 2022 (the "General Meeting"), (ii)
the Placing Agreement not having been terminated in accordance with its terms
and (iii) admission of the Second Tranche Shares to trading on AIM becoming
effective at 8.00 a.m. on 18 October 2022 or such later date as Cenkos,
Panmure Gordon and the Company may agree being no later than 8.30 a.m. on 28
October 2022. If the Placing and Subscription is terminated following the
First Tranche Admission but before the Second Tranche Admission it is likely
that the Company would have insufficient working capital for its purposes.
The bookbuilding process will open with immediate effect following the release
of this Announcement. The timing of the closing of the Bookbuilding Process,
the number of Placing Shares and allocations are to be agreed between Cenkos,
Panmure Gordon and the Company. Details of the number of Placing Shares taken
up under the Placing, together with any Subscription Shares, will be announced
as soon as practicable after the close of the Bookbuilding Process. Neither
the Capital Raising nor the Broker Offer is underwritten.
Details of the Broker Offer
To provide shareholders and other investors who did not initially participate
in the Placing the opportunity to invest in the Company, under the Placing
Agreement, TPI has a Broker Offer under which TPI will, as agent for the
Company, invite subscriptions for additional new Ordinary Shares with a value
expected to be around £1.0 million at the Issue Price but which may be
increased subject to agreement between TPI and the Company. The Broker Offer
will open immediately following the announcement of the results of the Capital
Raising and will close at 4.30 p.m. on 30 September 2022. As far as is
practical, participation in the Broker Offer will be prioritised for
shareholders (direct or indirect) on the register at the close of business on
28 September 2022 ("Existing Shareholders"). If the expected maximum
subscription under the Broker Offer is taken up, it will raise an additional
£1.0 million before expenses. A further announcement will be made following
the end of the period during which the Broker Offer is open. If the Broker
Offer is not fully subscribed by 4.30 p.m. on 30 September 2022, orders from
eligible investors will be satisfied in full, and the balance of the Broker
Offer shall lapse. Further details regarding participation, the eligibility
criteria, the order of priority, and details regarding settlement will be set
out in a further announcement, following closing of the Capital Raising.
Completion of the Broker Offer is conditional on the Resolutions being passed
at the General Meeting and Second Tranche Admission occurring.
Admission, Settlement and Dealings
The Placing Shares, Subscription Shares and Broker Offer Shares (together, the
"New Ordinary Shares") when issued, will be fully paid and will rank pari
passu in all respects with the existing Ordinary Shares then in issue,
including the right to receive all dividends and other distributions declared,
made or paid after the date of issue.
Application has been made to London Stock Exchange plc (the "Exchange") for
the New Ordinary Shares to be admitted to trading on AIM. It is expected that
admission of the First Tranche Shares will take place at 8.00 a.m. on 3
October 2022. It is expected that admission of the Second Tranche Shares will
take place at 8.00 a.m. on 18 October 2022 or such later date as Cenkos,
Panmure Gordon and the Company may agree being no later than 8.30 a.m. on 28
October 2022.
Expected Timetable
Announcement of results of the Capital Raising and launch of the Broker Offer By 8.00 a.m. on 29 September 2022
Posting of the Circular 29 September 2022
Results of Broker Offer announced After 4.30 p.m. on 30 September 2022
First Tranche Admission 8.00 a.m. on 3 October 2022
General Meeting 9.00 a.m. on 17 October 2022
Second Tranche Admission 8.00 a.m. on 18 October 2022
Each of the times and dates referred to in this Announcement is subject to
change by the Company (with the agreement of Panmure Gordon and Cenkos), in
which case the new times and dates will be notified to the Exchange and the
Company will make an appropriate announcement through a Regulatory Information
Service.
The Appendix sets out further information relating to the Bookbuilding Process
and the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety (including the Appendix) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in the Appendix.
For further information, please contact:
LoopUp Group plc via FTI
Steve Flavell, co-CEO
Panmure Gordon (UK) Limited (Nominated Adviser & Joint Broker) +44 (0) 20 7886 2500
Dominic Morley / Alina Vaskina (Corporate Finance)
Erik Anderson (Corporate Broking)
Cenkos Securities Limited (Joint Broker) +44 (0) 20 7397 8900
Giles Balleny / Dan Hodkinson (Corporate Finance)
Dale Bellis / Alex Pollen (Sales)
Turner Pope Investments (Joint Broker to the transaction) +44 (0) 20 3657 0050
James Pope / Andy Thacker
FTI Consulting, LLP +44 (0) 20 3727 1000
Matt Dixon / Jamille Smith / Tom Blundell
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
The person responsible for arranging release of this Announcement on behalf of
the Company is Steve Flavell, Co-Chief Executive Officer of the Company.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS
PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT.
THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING
ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY
AND ITS SECURITIES.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"EUWA") WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3)
ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN
EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY CENKOS OR
PANMURE GORDON (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN LOOPUP GROUP PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED
AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN
THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT
AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or issue or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers or employees that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption under the Prospectus Regulation (including, with
regards to the United Kingdom, as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018) from the
requirement to produce a prospectus. In the United Kingdom, this Announcement
is being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States. The relevant clearances have not been,
nor will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained from
the South 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 the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the New
Ordinary Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, the Republic of
South Africa or Japan or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement (including the terms and
conditions appended hereto) in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix. Members of the
public are not eligible to take part in the Placing and no public offering of
Placing Shares is being or will be made.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.
Each of the Joint Bookrunners is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Bookbuilding Process
and the Placing, and neither Joint Bookrunner will be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Bookbuilding Process or the Placing or any other matters referred to in this
Announcement.
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 the Joint Bookrunners or by any of their respective affiliates or agents as
to, or in relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefor is
expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing, the Subscription or the Broker
Offer. No statement in this Announcement is intended to be a profit forecast
or estimate, and no statement in this Announcement should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED
WITHIN (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS IT
FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUWA AND AS
MODIFIED BY OR UNDER DOMESTIC LAW ("MIFID II"); (B) ARTICLES 9 AND 10 OF
COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II, AS IT
FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUWA AND AS
MODIFIED BY OR UNDER DOMESTIC LAW; AND (C) LOCAL IMPLEMENTING MEASURES,
INCLUDING BUT NOT LIMITED TO THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED
WITHIN THE FCA HANDBOOK (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 MIFID II;
AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE
PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE
TARGET MARKET ASSESSMENT, DISTRIBUTORS (AS DEFINED WITHIN 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 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, THE JOINT
BOOKRUNNERS WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL
CLIENTS AND ELIGIBLE COUNTERPARTIES. FOR THE AVOIDANCE OF DOUBT, THE TARGET
MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OF
APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY
INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER
ACTION WHATSOEVER WITH RESPECT TO THE PLACING SHARES. EACH DISTRIBUTOR IS
RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE
PLACING SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE ONLY DIRECTED 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 ("EEA") "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION") ("EEA QUALIFIED INVESTORS"); AND (B) IN THE UNITED
KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN THE PROSPECTUS REGULATION AS IT
FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("UK QUALIFIED INVESTORS") WHO ALSO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(II) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (C) ANY OTHER PERSON TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE
BEEN INVITED TO PARTICIPATE IN THE PLACING BY CENKOS SECURITIES PLC AND/OR
PANMURE GORDON (UK) LIMITED (TOGETHER, THE "JOINT BOOKRUNNERS") (ANY SUCH
PERSON HEREIN REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT
IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, REGULATORY,
TAX AND BUSINESS RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
If a Relevant Person indicates to the Joint Bookrunners that it wishes to
participate in the Placing by making or accepting an offer to acquire Placing
Shares pursuant to the Placing (each such person a "Placee") it will be deemed
to have read and understood this Announcement (including these terms and
conditions) in its entirety and to be making or accepting such offer subject
to the terms and conditions and to be providing the representations,
warranties, indemnities, agreements and acknowledgements contained in this
Announcement.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain other jurisdictions may be restricted by law. No
action has been taken by the Joint Bookrunners or the Company or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to the
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Joint Bookrunners and the Company to inform themselves about and to observe
any such restrictions.
No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of either the Joint Bookrunners or
any of its affiliates or their respective directors, officers, employees,
agents, advisers, or any other person, as to the accuracy, completeness,
correctness or fairness of the information or opinions contained in this
Announcement or for any other statement made or purported to be made by any of
them, or on behalf of them, in connection with the Company or the Placing and
no such person shall have any responsibility or liability for any such
information or opinions or for any errors or omissions. Accordingly, save to
the extent permitted by law, no liability whatsoever is accepted by the Joint
Bookrunners or any of its affiliates or its directors, officers, employees,
agents or affiliates or any other person for any loss howsoever arising,
directly or indirectly, from any use of this Announcement or such information
or opinions contained herein or otherwise arising in connection with it.
This Announcement does not constitute or form part of, and should not be
construed as, any offer or invitation to sell or issue, or any solicitation of
any offer to purchase or subscribe for, any Placing Shares or any other
securities or an inducement to enter into investment activity, nor shall this
Announcement (or any part of it), nor the fact of its distribution, form the
basis of, or be relied on in connection with, any investment activity. No
statement in this Announcement is intended to be nor may be construed as a
profit forecast and no statement made herein should be interpreted to mean
that the Company's profits or earnings per share for any future period will
necessarily match or exceed historical published profits or earnings per share
of the Company.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, the Republic
of South Africa or Japan or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption under the Prospectus Regulation (including, with
regards to the United Kingdom, as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018) from the
requirement to produce a prospectus. In the United Kingdom, this Announcement
is being directed solely at persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not
require the approval of the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained from the South
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 the United States,
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Joint Bookrunners and the Company
that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
2. in the case of a Relevant Person in a member state of the EEA or the United
Kingdom (each a "Relevant State") who acquires any Placing Shares pursuant to
the Placing:
(a) in the case of a member state of the EEA, it is an EEA Qualified Investor and,
in the case of the United Kingdom, it is a UK Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a financial intermediary,
as that term is used in Article 5(1) of the Prospectus Regulation (including,
with regards to the United Kingdom, as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018):
(i) the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in a Relevant State other than Qualified Investors or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in a
Relevant State other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Regulation (including, with
regards to the United Kingdom, as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018) as having been
made to such persons; and
3. it is acquiring the Placing Shares for its own account or is acquiring the
Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained in this Announcement; and
4. it understands (or if acting for the account of another person, such person
has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to any available
exemptions from applicable securities laws, it (and any account referred to in
paragraph 4 above) is outside the United States acquiring the Placing Shares
in offshore transactions as defined in and in accordance with Regulation S
under the Securities Act
The Company and the Joint Bookrunners will rely upon the truth and accuracy of
the foregoing representations, acknowledgements and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of the information contained in this Announcement and
the announcement of the results of the Placing (the "Placing Results
Announcement") and subject to any further terms set out in the contract note
or electronic trade confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information, representation,
warranty or statement made by or on behalf of any of the Joint Bookrunners or
the Company or any other person and none of the Joint Bookrunners, the Company
nor any other person acting on such person's behalf nor any of their
respective affiliates has or shall have any liability for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing. No
Placee should consider any information in this Announcement to be legal, tax
or business advice. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Bookbuilding Process
Following this Announcement, the Joint Bookrunners will commence the
Bookbuilding Process to determine demand for participation in the Placing by
Placees at the Issue Price. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares. The book will open with immediate
effect following release of this Announcement. 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 Bookbuilding Process as they may, in their
sole discretion, determine.
Placing (and Subscription and Broker Offer)
The Joint Bookrunners have severally agreed, on the terms and subject to the
conditions set out in the Placing Agreement, as agents for and on behalf of
the Company, to use reasonable endeavours to conditionally procure subscribers
for the Placing Shares at the Issue Price. The Placing is not underwritten.
The final number of Placing Shares will be decided at the close of the
Bookbuilding Process following the execution of the Placing Results Agreement
by the Company and the Joint Bookrunners (the "Placing Results Agreement").
The timing of the closing of the book and allocations are at the discretion of
the Company and the Joint Bookrunners. Details of number of Placing Shares
will be announced as soon as practicable after the close of the Bookbuilding
Process.
The Placing will be made in two tranches:
· The first tranche will comprise the "Firm Placing", under which the First
Admission Shares will be issued pursuant to the Company's existing share
authorities which were granted to the directors at the AGM of the Company held
on 30 June 2022. The Firm Placing is conditional upon, amongst other things,
First Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.
· The second tranche will comprise the "Conditional Placing", under which the
Second Admission Shares and any Broker Offer Shares will be issued pursuant to
the new share authorities being sought at the General Meeting. Accordingly,
the Conditional Placing is conditional upon, amongst other things, the
Resolutions being passed at the General Meeting, Second Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms as regards the Conditional Placing.
The Placing Shares 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 (if any) declared, made
or paid on or in respect of the Ordinary Shares after the relevant date of
issue of the First Admission Shares or the Second Admission Shares and will on
issue be free of all claims, liens, charges, encumbrances and equities.
The Company also proposes to issue new Ordinary Shares at the Issue Price,
alongside the Placing, (i) by way of the Broker Offer; and (ii) other
investors by way of the Subscription to be implemented by the Company (the
"Subscription Shares") (together with the Placing Shares, the "New Ordinary
Shares").
For the avoidance of doubt, the Broker Offer Shares and Subscription Shares
are not part of the Placing and are not Placing Shares and the Joint
Bookrunners are playing no role in connection with either the Broker Offer or
the Subscription.
Application will be made to the Exchange for admission of the New Ordinary
Shares to trading on AIM.
Subject to the conditions for the Firm Placing being satisfied, it is expected
that First Admission will become effective at 8.00 a.m. on 3 October 2022 and
that dealings for normal settlement in the First Admission Shares will
commence on or around 8.00 a.m. on the same day.
Subject to the conditions for the Conditional Placing being satisfied,
including, amongst other things, the Resolutions being passed by the requisite
majorities at the General Meeting, it is expected that Second Admission will
become effective at 8.00 a.m. on 18 October 2022 and that dealings for normal
settlement in the Second Admission Shares will commence on or around 8.00 a.m.
on the same day.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
Participation in the Placing
1. The Joint Bookrunners are arranging the Placing as agents of the Company.
Participation will only be available to persons who may lawfully be, and are,
invited to participate by the Joint Bookrunners. The Joint Bookrunners are
each entitled to enter bids as principal in the Bookbuilding Process.
2. The aggregate proceeds to be raised through the Placing will be agreed between
the Joint Bookrunners and the Company following completion of the Bookbuilding
Process in respect of the First Admission Shares and the Second Admission
Shares and will be recorded in the Placing Results Agreement. The number of
First Admission Shares and Second Admission Shares to be issued will be
announced on a Regulatory Information Service following completion of the
Bookbuilding Process.
3. To bid in the Bookbuilding Process, Placees should communicate their bid by
telephone or in writing to their usual sales contact at the relevant Joint
Bookrunner. Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire at the Issue Price. Bids may be scaled
down by the Joint Bookrunners on the basis referred to in paragraph 6 below.
4. The Bookbuilding Process is expected to close no later than 12.00 p.m. (London
time) on 29 September 2022 but may be closed earlier or later, at the
discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the Bookbuilding Process
has closed.
5. Each prospective Placee's allocation of First Admission Shares and/or Second
Admission Shares will be confirmed to Placees orally or by email by the Joint
Bookrunners following the close of the Bookbuilding Process, and a contract
note or electronic trade confirmation will be dispatched as soon as possible
thereafter. The Joint Bookrunners' 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 the Joint Bookrunners
and the Company, under which such Placee agrees to acquire the number of First
Admission Shares and/or Second Admission Shares allocated to it and to pay the
Issue Price on the terms and conditions set out in this Appendix and in
accordance with the Company's corporate documents.
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 each Placee's aggregate allocation of the Placing Shares and may scale down
any bids for this purpose on such basis as it 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 First Admission Shares and/or Second Admission Shares after the
Bookbuilding Process has closed to any person submitting a bid after that
time. The acceptance of offers shall be at the absolute discretion of the
Joint Bookrunners.
7. A bid in the Bookbuilding Process will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the Joint Bookrunners' 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 for the
Company), to pay it (or as it may direct) in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Shares that such
Placee has agreed to acquire. Each Placee's obligations will be owed to the
relevant Joint Bookrunner.
8. Except as required by law or regulation, no press release or other
announcement will be made by 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 on the basis explained
below under "Registration and settlement".
10. All obligations under the Bookbuilding Process and Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing and Placing Agreement" and to the Placing not
being terminated.
11. By participating in the Bookbuilding Process, 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 the
relevant Joint Bookrunner.
12. To the fullest extent permissible by law, none of the Joint Bookrunners, the
Company or any of their respective affiliates shall have any responsibility or
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of the Joint Bookrunners the
Company, or any of their respective affiliates 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 Bookbuilding
Process or of such alternative method of effecting the Placing as the Joint
Bookrunners, their respective affiliates and the Company may agree, or of the
allocation of a participation between First Admission Shares and Second
Admission Shares. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees and the
Joint Bookrunners shall have no liability to the Placees for any failure by
the Company to fulfil those obligations.
Conditions of the Placing and Placing Agreement
The Joint Bookrunners have the right to terminate their obligations under the
Placing at any time prior to First Admission, and in respect of their
obligations in respect of the Conditional Placing at any time after First
Admission but prior to Second Admission, in certain circumstances including,
inter alia, (i) if any of the warranties contained in the Placing Agreement
was untrue, inaccurate or misleading and/or would be untrue, inaccurate or
misleading if it were to be repeated at the relevant Admission or at any time
prior to the relevant Admission by reference to the circumstances then
existing, (ii) if any statement in this Announcement is incorrect or has
become untrue, incorrect or misleading; (iii) if a material adverse change
occurs in the financial position or prospects of the Group; or (iv) upon the
occurrence of certain specified events of force majeure (as specified in the
Placing Agreement).
If the Placing Agreement is terminated prior to First Admission, the Placing
will lapse and the rights and obligations of the Placees hereunder shall cease
and determine at such time and no claim can be made by any Placee in respect
thereof. If the Placing Agreement is terminated after First Admission but
prior to Second Admission, the Conditional Placing will lapse and the rights
and obligations of the Placees hereunder shall cease and determine at such
time and no claim can be made by any Placee in respect thereof. In such event,
the applicable monies (if any) paid by the Placees to the Joint Bookrunners at
such time shall be returned to the Placees at their sole risk without any
obligation on the part of the Company or the Joint Bookrunners or any of its
affiliates to account to the Placees for any interest earned on such funds.
The Placees acknowledge and agree that the Company and the Joint Bookrunners
may, at their sole discretion, waive some of the conditions in the Placing
Agreement or extend the time and/or date for fulfilment of any of the
conditions in the Placing Agreement. Any such extension or waiver will not
affect Placees' commitments.
Placees will only be called on to acquire applicable Placing Shares if the
obligations of the Joint Bookrunners under the Placing Agreement have become
unconditional in all respects and the Joint Bookrunners have not terminated
the Placing Agreement prior to the relevant Admission.
The Joint Bookrunners' obligations under the Placing Agreement in respect of
the First Admission Shares are conditional upon, inter alia:
1. First Admission occurring not later than 8.00 a.m. on 3 October 2022 or such
later date as the Joint Bookrunners and the Company may agree being no later
than 8.30 a.m. on 4 October 2022;
2. the Company having complied with its obligations under the Placing Agreement
which fall to be performed on or prior to First Admission;
3. the Placing Results Agreement having been executed by the Company and the
Joint Bookrunners;
4. the publication by the Company of the Placing Results Announcement on a
Regulatory Information Service immediately following the execution of the
Placing Results Agreement;
5. in the sole opinion of the Joint Bookrunners, there not having been material
adverse change in, or affecting, the condition (financial, operational, legal
or otherwise) or the earnings, management, business affairs, solvency, credit
rating or prospects of the Company or of the Group (taken as a whole), whether
or not arising in the ordinary course of business (a "Material Adverse
Change");
6. the amendments to the Senior Facilities continuing to have full force and
effect and not having been varied, modified or supplemented (save where, in
the opinion of each of the Joint Bookrunners, acting in good faith, such
variation, modification or supplement is not material in the context of the
Placing or First Admission) or terminated or lapsed before First Admission and
no right to terminate or rescind such extension having arisen before First
Admission;
7. the Subscription being binding in respect of at least a minimum number of new
Ordinary Shares;
8. the Placing Agreement becoming unconditional in all respects in relation to
the First Admission Shares, save for the condition relating to First
Admission, and not having been terminated in accordance with its terms before
First Admission; and
9. the Company allotting, subject only to First Admission, the First Admission
Shares in accordance with the Placing Agreement.
If (i) any of the conditions contained in the Placing Agreement in relation to
the First Admission Shares is not fulfilled or waived by the Joint Bookrunners
by the time or date where specified (or such later time or date as the Company
and the Joint Bookrunners may agree, not being later than 8.30 a.m. on 4
October 2022), or (ii) the Placing Agreement is terminated as described 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 the Placee in respect thereof.
The Joint Bookrunners' obligations under the Placing Agreement in respect of
the Second Admission Shares are conditional upon, inter alia:
1. the conditions above in respect of First Admission being met;
2. Second Admission occurring not later than 8.00 a.m. on 18 October 2022 or such
later date as the Joint Bookrunners and the Company may agree being no later
than 8.30 a.m. on 28 October 2022 (the "Long-Stop Date");
3. the Company having complied with its obligations under the Placing Agreement
which fall to be performed on or prior to Second Admission;
4. the Resolutions being passed at the General Meeting;
5. there not having been a Material Adverse Change;
6. the Placing Agreement becoming unconditional in all respects in relation to
the Second Admission Shares, save for the condition relating to Second
Admission, and not having been terminated in accordance with its terms before
Second Admission; and
7. the Company allotting, subject only to Second Admission, the Second Admission
Shares in accordance with the Placing Agreement.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Second Admission Shares is not fulfilled or waived by the Joint
Bookrunners by the respective time or date where specified (or such later time
or date as the Company and each of the Joint Bookrunners may agree not being
later than the Long-Stop Date), or (ii) the Joint Bookrunner's obligations
(and consequently Placees' obligations) in respect of the Second Admission
Shares only under the Placing Agreement are terminated as described below, the
Placing in relation to the Second Admission Shares will lapse and the Placees'
rights and obligations hereunder in relation to the Second Admission Shares
shall cease and terminate at such time.
All conditions included in the Placing Agreement in respect of First Admission
and Second Admission are together the "Conditions".
By participating in the Placing, each Placee agrees that its rights and
obligations hereunder in respect of the relevant Placing Shares are
conditional upon the Placing Agreement becoming unconditional in all respects
prior to each Admission (as applicable) and that its rights and obligations
will terminate only in the circumstances described above and will not be
capable of rescission or termination by it.
The Joint Bookrunners may in their absolute discretion in writing waive
fulfilment of certain of the Conditions or extend the time provided for
fulfilment of such Conditions, save that the period for compliance with such
Conditions may not be extended beyond the Long-Stop Date. Any such extension
or waiver will not affect Placees' commitments as set out in this Appendix.
Neither the Joint Bookrunners, nor the Company, shall have any liability to
any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision made by the Joint Bookrunners as to
whether or not to waive or to extend the time and/or date for the fulfilment
of any Condition.
By participating in the Placing each Placee agrees that the exercise by the
Company or the Joint Bookrunners of any right or other discretion under the
Placing Agreement shall be within the absolute discretion of 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 such Placee and that neither
the Company nor the Joint Bookrunners shall have any liability to such Placee
(or to any other person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
Termination of the Placing
The Joint Bookrunners may terminate the Placing and the Placing Agreement, in
accordance with its terms, at any time prior to Second Admission if, inter
alia:
1. the Joint Bookrunners (acting in good faith) consider that any of the
warranties contained in the Placing Agreement was untrue, inaccurate or
misleading in any material respect and/or would be untrue, inaccurate or
misleading in any material respect if it were to be repeated at Admission or
at any time prior to Admission by reference to the circumstances then
existing;
2. a Material Adverse Change occurs; or
3. there should occur one or more specified force majeure events (as detailed in
the Placing Agreement).
Following First Admission, the Placing Agreement is not capable of termination
to the extent that it relates to the Firm Placing of the First Admission
Shares. If any termination occurs after the First Admission, only the
obligations of the Joint Bookrunners in respect of the Conditional Placing and
Second Admission shall be terminated.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of
any right of termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the Company or
the Joint Bookrunners and that none of the Company or the Joint Bookrunners
need make any reference to such Placee and that neither the Joint Bookrunners
nor the Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any liability to such Placee (or to any other
person whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission, variation, revocation or termination by it after the issue by the
relevant Joint Bookrunner of confirmation of allocation orally or by email.
1. Registration and settlement
Settlement of transactions in the First Admission Shares following First
Admission and in the Second Admission Shares following Second Admission will
take place within the CREST system, 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 possible within the CREST system
within the timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction. Each Placee
will be deemed to agree 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 which they have in place with the
Joint Bookrunners.
It is expected that (i) settlement in respect of the Firm Placing will occur
on 3 October 2022 and (ii) settlement in respect of the Second Admission
Shares will be on 18 October 2022, each in accordance with the instructions
set out in the trade confirmation. On such date(s) each relevant Placee must
settle the full amount owed by it in respect of the relevant Placing Shares
allocated to it. The Joint Bookrunners may (after consultation with the
Company) specify later settlement dates at their absolute discretions. The
Joint Bookrunners will notify Placees if any of the dates in the terms and
conditions set out in this Appendix should change. Payment must be made in
cleared funds. The payment instructions for settlement in CREST and settlement
outside of CREST will be set out in the contract note or electronic trade
confirmation issued to the Placee by the Joint Bookrunners. Interest is
chargeable daily on payments not received from Placees on the due date at the
rate per annum of 2 percentage points above the Barclays Bank plc base rate.
Time shall be of the essence as regards the obligations of Placees to settle
payment for the Placing Shares and to comply with their other obligations
under this Announcement.
Each Placee agrees that, if it does not comply with these obligations, the
relevant Joint Bookrunner may sell, charge by way of security (to any funder
of it) or otherwise deal with any or all of their Placing Shares on their
behalf and retain from the proceeds, for the relevant Joint Bookrunner's own
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due and any costs and expenses properly incurred by
it a result of the Placee's failure to comply with its obligations. The
relevant Placee will, however, remain liable and shall indemnify the relevant
Joint Bookrunner on demand for any shortfall below the amount owed by it and
for any stamp duty or stamp duty reserve tax(together with any interest or
penalties) which may arise upon the sale of their Placing Shares on their
behalf. Legal and/or beneficial title in and to any Placing Shares shall not
pass to the relevant Placee until such time as it has fully complied with its
obligations hereunder. By communicating a bid for Placing Shares, each Placee
confers on the relevant Joint Bookrunner all such authorities and powers
necessary to carry out any such sale and agrees to ratify and confirm all
actions which the relevant Joint Bookrunner lawfully takes in pursuance of
such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional form of confirmation
is copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Notwithstanding the above, the right is reserved to deliver all of the Placing
Shares to which the Placee is entitled in certificated form should the Joint
Bookrunners consider this necessary or desirable.
2. Acceptance
By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners and the
Company, the following:
1) it has read and understood this Announcement in its entirety and that its
acquisition of the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and that it
has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this Announcement;
2) it has not received and will not receive a prospectus or other offering
document in connection with the Placing and acknowledges that no prospectus or
other offering document:
a. is required under the Prospectus Regulation (including, with regards to the
United Kingdom, as it forms part of domestic law in the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018) or other applicable law;
and
b. has been or will be prepared in connection with the Placing;
3) the Ordinary Shares are admitted to trading on AIM, and that the Company is
therefore required to publish certain business and financial information in
accordance with the AIM Rules for the Companies (the "AIM Rules") and the
Market Abuse Regulation (EU Regulation No. 596/2014, as it forms part of
domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the "MAR")), which includes a description of the nature
of the Company's business and the Company's most recent balance sheet and
profit and loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly traded
company, without undue difficulty;
4) it has made its own assessment of the Placing Shares and has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing and none of the Joint Bookrunners,
the Company or any of their respective affiliates, agents, directors, officers
or employees nor any person acting on behalf of any of them has provided, and
will not provide, it with any material regarding the Placing Shares or the
Company or any other person other than the information in this Announcement or
any information publicly announced through a Regulatory Information Service
(as defined in the AIM Rules) by or on behalf of the Company on or prior to
the date of this Announcement (the "Publicly Available Information"); nor has
it requested the Joint Bookrunners, the Company, any of their respective
affiliates, agents, directors, employees or officers or any person acting on
behalf of any of them to provide it with any such information;
5) none of the Joint Bookrunners or any person acting on behalf of either of them
or any of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly Available
Information, or any representation relating to the Company, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6)
a. the only information on which it is entitled to rely on and on which it has
relied in committing to acquire the Placing Shares is contained in this
Announcement, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the Placing
based on the information in this Announcement;
b. none of the Joint Bookrunners, the Company (or any of their respective
affiliates, agents, directors, officers and employees) have made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information, nor will they provide any
material or information regarding the Company, the Placing or the Placing
Shares;
c. it has conducted its own investigation of the Company, the Placing (including
its terms and conditions) and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing; and
d. it has not relied on any investigation that the Joint Bookrunners or any
person acting on behalf of either of them may have conducted with respect to
the Company, the Placing or the Placing Shares; and
e. it may not place the same degree of reliance on this Announcement as it may
otherwise place on a prospectus or admission document or any other offering
circular.
7) the content of this Announcement has been prepared by and is exclusively the
responsibility of the Company and that none of the Joint Bookrunners or any
persons acting on their behalf is responsible for or has or shall have any
liability for any information, representation, warranty or statement relating
to the Company contained in this Announcement nor will they be liable for any
Placee's decision to participate in the Placing based on any information,
representation, warranty or statement contained in this Announcement or
otherwise. Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8) neither it nor the beneficial owner of the Placing Shares is, nor will, at the
time the Placing Shares are acquired, either of them be at resident of the
United States, Australia, Canada, the Republic of South Africa or Japan;
9) the Placing Shares have not been registered or otherwise qualified, and will
not be registered or otherwise qualified, for offer and sale nor will a
prospectus be cleared or approved in respect of any of the Placing Shares
under the securities laws of the United States, or any state or other
jurisdiction of the United States, Australia, Canada, the Republic of South
Africa or Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, the Republic of South Africa or
Japan or in any country or jurisdiction where any such action for that purpose
is required;
10) it may be asked to disclose in writing or orally to the Joint Bookrunners: (i)
if he or she is an individual, his or her nationality; or (ii) if he or she is
a discretionary fund manager, the jurisdiction in which the funds are managed
or owned;
11) it (and any person acting on its behalf) has the funds available to pay for
the Placing Shares for which it has agreed to acquire and acknowledges and
agrees that it will pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other Placees or sold at
such price as the Joint Bookrunners determines;
12) it and/or each person on whose behalf it is participating:
a. is entitled to acquire Placing Shares pursuant to the Placing under the laws
and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has capacity and authority and is entitled to enter into and perform its
obligations as an acquirer of Placing Shares and will honour such obligations;
and
d. has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and complied with all
necessary formalities to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations with respect
to its acquisition of Placing Shares;
13) it is not, and any person who it is acting on behalf of is not, and at the
time the Placing Shares are acquired will not be, a resident of, or with an
address in, or subject to the laws of, the United States, Australia, Canada,
the Republic of South Africa or Japan, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or otherwise qualified
under the securities legislation of the United States, Australia, Canada, the
Republic of South Africa or Japan and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
14) it and the beneficial owner of the Placing Shares is, and at the time the
Placing Shares are acquired will be, outside the United States and acquiring
the Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act;
15) it understands that the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective registration
under the Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
16) it (and any account for which it is purchasing) is not acquiring the Placing
Shares with a view to any offer, sale or distribution thereof within the
meaning of the Securities Act;
17) it understands that:
a. the Placing Shares are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act and will be subject to restrictions on
resale and transfer subject to certain exceptions under US law;
b. no representation is made as to the availability of the exemption provided by
Rule 144 for re-sales or transfers of Placing Shares; and
c. it will not deposit the Placing Shares in an unrestricted depositary receipt
programme in the United States or for US persons (as defined in the Securities
Act);
18) it will not offer, sell, transfer, pledge or otherwise dispose of any Placing
Shares except:
a. in an offshore transaction in accordance with Rules 903 or 904 of Regulation S
under the Securities Act; or
b. pursuant to another exemption from registration under the Securities Act, if
available, and in each case in accordance with all applicable securities laws
of the states of the United States and other jurisdictions;
19) no representation has been made as to the availability of the exemption
provided by Rule 144, Rule 144A or any other exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing Shares;
20) it understands that the Placing Shares are expected to be issued to it through
CREST but may be issued to it in certificated, definitive form and
acknowledges and agrees that the Placing Shares will, to the extent they are
delivered in certificated form, bear a legend to the following effect unless
agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
21) it is not taking up the Placing Shares as a result of any "general
solicitation" or "general advertising" efforts (as those terms are defined in
Regulation D under the Securities Act) or any "directed selling efforts" (as
such term is defined in Regulation S under the Securities Act);
22) it understands that there may be certain consequences under United States and
other tax laws resulting from an investment in the Placing and it has made
such investigation and has consulted its own independent advisers or otherwise
has satisfied itself concerning, without limitation, the effects of United
States federal, state and local income tax laws and foreign tax laws
generally;
23) it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into or from the United States (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
24) none of the Joint Bookrunners, the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person acting on
behalf of any of them is making any recommendations to it or advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the basis that it
is not and will not be a client of either or both of the Joint Bookrunners and
that the Joint Bookrunners have no duties or responsibilities to it for
providing the protections afforded to their respective clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
25) it will make payment to the relevant Joint Bookrunner for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
the Joint Bookrunners determine in their absolute discretion without liability
to the Placee and it will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax (together with
any interest or penalties due pursuant to the terms set out or referred to in
this Announcement) which may arise upon the sale of such Placee's Placing
Shares on its behalf;
26) its allocation (if any) of Placing Shares will represent a maximum number of
Placing Shares which it will be entitled, and required, to subscribe for, and
that the Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the aforementioned
maximum;
27) no action has been or will be taken by any of the Company, 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 in any country or jurisdiction where
any such action for that purpose is required;
28) the person who it specifies for registration as holder of the Placing Shares
will be:
a. the Placee; or
b. a nominee of the Placee, as the case may be,
and that the Joint Bookrunners and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and the Joint Bookrunners in respect of the same on the
basis that the Placing Shares will be allotted to a CREST stock account of the
Joint Bookrunners or transferred to a CREST stock account of the Joint
Bookrunners who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;
29) the allocation, allotment, issue and delivery to it, or the person specified
by it for registration as holder, of Placing Shares will not give rise to a
stamp duty or stamp duty reserve tax liability under (or at a rate determined
under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository
receipts and clearance services) and that it is not participating in the
Placing as nominee or agent for any person or persons to whom the allocation,
allotment, issue or delivery of Placing Shares would give rise to such a
liability;
30) if it is within the United Kingdom, it and any person acting on its behalf (if
within the United Kingdom) is a UK Qualified Investor and falls within Article
19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold,
manage and (if applicable) dispose of any Placing Shares that are allocated to
it for the purposes of its business only;
31) it has not offered or sold and will not offer or sell any Placing Shares to
persons in a Relevant State prior to the expiry of a period of six months from
Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of the Prospectus Regulation (as it forms
part of domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018) or an offer to the public in any member state of the
EEA within the meaning of the Prospectus Regulation;
32) if it is within a Relevant State, it is an EEA Qualified Investor;
33) it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to Placing Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been approved by the
Joint Bookrunners in their capacity as authorised persons under section 21 of
the FSMA and it may not therefore be subject to the controls which would apply
if it was made or approved as financial promotion by an authorised person;
34) it has complied and it will comply with all applicable laws with respect to
anything done by it or on its behalf in relation to the Placing Shares
(including all relevant provisions of the FSMA and the MAR in respect of
anything done in, from or otherwise involving the United Kingdom);
35) if it is a financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation (including, with regards to the United Kingdom, as it
forms part of domestic law in the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018), 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 Relevant
State other than Qualified Investors, or in circumstances in which the express
prior written consent of the Joint Bookrunners has been given to each proposed
offer or resale;
36) if it has received any inside information (for the purposes of the MAR and
section 56 of the Criminal Justice Act 1993 or other applicable law) about the
Company in advance of the Placing, it has not:
a) dealt (or attempted to deal) in the securities of the Company or cancelled or
amended a dealing in the securities of the Company;
b) encouraged, recommended or induced another person to deal in the securities of
the Company or to cancel or amend an order concerning the Company's
securities; or
c) unlawfully disclosed such information to any person, prior to the information
being made publicly available;
37) the Joint Bookrunners and their respective affiliates, acting as an investor
for its or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing Shares, any
other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, the Joint Bookrunners and/or any of their respective affiliates
acting as an investor for its or their own account(s). None of the Joint
Bookrunners or the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
38) it:
a) has complied with its obligations in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended) and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA
(together, the "Money Laundering Regulations");
b) is not a person:
i. with whom transactions are prohibited under the US Foreign Corrupt Practices
Act of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury;
ii. named on the Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or
iii. subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations or other
applicable law,
39) (together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Joint
Bookrunners such evidence, if any, as to the identity or location or legal
status of any person which it may request from it in connection with the
Placing (for the purpose of complying with the Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by the Joint
Bookrunners on the basis that any failure by it to do so may result in the
number of Placing Shares that are to be acquired by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as the Joint
Bookrunners may decide in their sole discretion;
40) in order to ensure compliance with the Regulations, each of the Joint
Bookrunners (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to the Joint Bookrunners or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at the Joint
Bookrunners' absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at the Joint
Bookrunners' or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity the Joint Bookrunners (for themselves and as agents on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, either the Joint Bookrunners and/or the Company may, at their
absolute discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
41) it acknowledges that its commitment to acquire Placing Shares on the terms set
out in this Announcement and in the contract note or through the electronic
trade confirmation will continue notwithstanding any amendment that may in
future be made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of the
Placing;
42) it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
acquiring the Placing Shares. It further acknowledges that it is experienced
in investing in securities of this nature and is aware that it may be required
to bear, and is able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon its own
examination and due diligence of the Company and its affiliates taken as a
whole, and the terms of the Placing, including the merits and risks involved;
43) it irrevocably appoints any duly authorised officer of either of the Joint
Bookrunners as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to acquire upon the terms of this Announcement;
44) the Company, the Joint Bookrunners and others (including each of their
respective affiliates, agents, directors, officers and employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to each of the Joint
Bookrunners on its own behalf and on behalf of the Company and are
irrevocable;
45) it is acting as principal only in respect of the Placing or, if it is
acquiring the Placing Shares as a fiduciary or agent for one or more investor
accounts, it:
a. is duly authorised to do so and it has full power and authority to make, and
does make, the foregoing representations, warranties, acknowledgements,
agreements and undertakings on behalf of each such accounts; and
b. will remain liable to the Company and the Joint Bookrunners 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);
46) time is of the essence as regards its obligations under this Appendix;
47) any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to the
relevant Joint Bookrunners;
48) the Placing Shares will be issued subject to the terms and conditions of this
Appendix; and
49) the terms and conditions contained in this Appendix and all documents into
which this Appendix is incorporated by reference or otherwise validly forms a
part and/or any agreements entered into pursuant to these terms and conditions
and all agreements to acquire Placing Shares pursuant to the Bookbuilding
Process and/or the Placing and all non-contractual or other obligations
arising out of or in connection with them, will be governed by and construed
in accordance with English law and it submits to the exclusive jurisdiction of
the English courts in relation to any claim, dispute or matter arising out of
such contract (including any dispute regarding the existence, validity or
termination or such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with interest chargeable thereon) may be taken by the
Company or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Joint
Bookrunners and each of their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by the
Joint Bookrunners, the Company or each of their respective affiliates, agents,
directors, officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after the completion of the Placing.
The rights and remedies of 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 or
partial exercise of one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor the Joint Bookrunners shall be
responsible for such stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and they should notify the Joint
Bookrunners accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the United Kingdom by them or any other person on the acquisition by them of
any Placing Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have incurred
any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to each of the Joint Bookrunners for itself and on
behalf of the Company and are irrevocable and shall not be capable of
termination in any circumstances.
Each Placee and any person acting on behalf of the Placee acknowledges that
neither of the Joint Bookrunners owes any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings,
acknowledgements, agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Joint Bookrunners may (at their absolute discretion) satisfy
their obligations to procure Placees by themselves agreeing to become a Placee
in respect of some or all of the Placing Shares or by nominating any connected
or associated person to do so.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the Exchange.
When a Placee or person acting on behalf of the Placee is dealing with either
of 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
relevant Joint Bookrunners' money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of its own
business; and the Placee will rank only as a general creditor of the relevant
Joint Bookrunner.
3. Times
Unless the context otherwise requires, all references to time are to London
time. All times and dates in this Announcement may be subject to amendment.
The Joint Bookrunners will notify Placees and any persons acting on behalf of
the Placees of any changes.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall admit, in the
Announcement:
'Admission' means the admission of the Placing Shares to trading on AIM
becoming effective in accordance with the AIM Rules;
'AIM' means the market of that name operated by the London Stock Exchange;
'AIM Rules' means the provisions of the London Stock Exchange's AIM Rules for
Companies as amended from time to time governing, inter alia, admission to AIM
and the continuing obligations of AIM companies;
'Announcement' means this announcement (including the Appendix to this
announcement) relating to the Placing;
'Bookbuilding Process' means the bookbuilding process to be carried out by the
Joint Bookrunners in using their respective reasonable endeavours, as agents
for the Company, to procure Placees for the Placing Shares;
'Circular' means the circular containing details of the Conditional Placing,
the Broker Offer and the Subscription (to the extent Broker Offer Shares and
Subscription Shares are proposed to be admitted to trading on Second
Admission) and Second Admission, and incorporating a notice convening the
General Meeting, to be posted to Shareholders;
'Second Admission' means the admission to trading on AIM of the Second
Admission Shares (together with any other New Shares proposed to be admitted
to trading at the same time) subject to and following the passing of the
Resolutions at the General Meeting and such admission becoming effective in
accordance with the AIM Rules;
'Conditional Placees' means the Placees by whom or on whose behalf a
commitment to acquire Second Admission Shares has been given;
'CREST' means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & International Limited is the Operator (as
defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI
2001/3755) as amended from time to time;
'Directors' means the directors of the Company as at the date of this
Announcement;
'FCA' means the Financial Conduct Authority of the United Kingdom;
'Firm Placees' means the Placees by whom or on whose behalf a commitment to
acquire First Admission Shares has been given;
'Firm Placing' means that part of the Placing pursuant to which First
Admission Shares are placed with Placees conditionally on, among other things,
First Admission;
'FSMA' means the Financial Services and Markets Act 2000 (as amended);
'General Meeting' means the general meeting of the Company to be convened for
9.00 a.m. on 17 October 2022 (or any adjournment of that meeting);
'Group' means the Company and each of its subsidiary undertakings (as defined
in the Companies Act 2006) from time to time;
'Issue Price' means 5 per New Share;
'Joint Bookrunners' means each of Panmure Gordon (UK) Limited, registered in
England and Wales with company number 04915201, whose registered office is at
One New Change, London, EC4M 9AF and Cenkos Securities Plc, registered in
England and Wales with company number 05210733, whose registered office is at
6 7 8 Tokenhouse Yard, London, EC2R 7AS, each being a 'Joint Bookrunner';
'London Stock Exchange' means London Stock Exchange plc;
'Ordinary Shares' means the ordinary shares of 0.5 pence each in the capital
of the Company;
'Material Adverse Change' means a material adverse change in, or affecting,
the condition (financial, operational, legal or otherwise) or the earnings,
management, business affairs, solvency, credit rating or prospects of the
Company or of the Group (taken as a whole), whether or not arising in the
ordinary course of business;
'Placee' means the Conditional Placees, the Firm Placees and any other persons
by whom or on whose behalf a commitment to acquire Placing Shares has been
given;
'Placing' means the placing of the Placing Shares to be conducted by way of an
accelerated bookbuilding process, by the Joint Bookrunners on behalf of the
Company;
'Placing Agreement' means the placing agreement dated 28 September 2022
between the Company, the Joint Bookrunners and Turner Pope Investments (TPI)
Limited in respect of the Placing and Broker Offer;
'Placing Shares' means the First Admission Shares and the Second Admission
Shares other than the Subscription Shares;
'Prospectus Regulation' means Regulation (EU) 2017/1129;
'Regulation D' means Regulation D promulgated under the Securities Act;
'Regulation S' means Regulation S promulgated under the Securities Act;
'Regulatory Information Service' means the electronic information
dissemination service operated by the London Stock Exchange's Company
Announcements Office, or any alternative "PIP service" (primary information
provider service) which the Company has selected for the purposes of making
regulatory announcements in accordance with the AIM Rules;
'Resolutions' means the resolutions set out in the notice of General Meeting
contained in the Circular;
'Restricted Jurisdiction' the US, Australia, Canada, Japan, New Zealand and
the Republic of South Africa and any other jurisdiction in which it would be
unlawful to offer the Placing Shares or the Open Offer Shares, or where the
Placing and Open Offer would be required to be approved by a regulatory body;
'Securities Act' means the US Securities Act of 1933, as amended;
'Senior Facilities' means the £17.0 million senior term loan and £1.5
million revolving credit facility, provided in 2018 by the Bank of Ireland, as
lender to the Company;
'Shareholders' means holders of Ordinary Shares;
'United Kingdom' or 'UK' means the United Kingdom of Great Britain and
Northern Ireland;
'United States' or 'US' means the United States of America, its territories
and possessions, any state of the United States, and the District of Columbia
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