REG - Mercantile Ports&Log - Placing, Subscription and Notice of GM
08/06/2023 16:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230608:nRSH1598Ca&default-theme=true
RNS Number : 1598C Mercantile Ports & Logistics Ltd 08 June 2023
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS ("UNITED
STATES"), AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY (DEFINED BELOW) TO CONTAIN INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS
PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS (SI 2019/310) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED
WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED
INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH
INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
8 June 2023
Mercantile Ports & Logistics Limited
("MPL" or the "Company" and, together with its subsidiaries, the "Group")
Placing and Subscription to raise a minimum of £8.85 million
Retail Offer to raise up to £1.20 million
at a price of 3 pence per share
Approval of waiver of obligations under Rule 9 of the Takeover Code
Extension of unsecured loan facility
and
Notice of General Meeting
Mercantile Ports & Logistics Limited (AIM: MPL), which is operating and
continuing to develop a port and logistics facility in Navi Mumbai,
Maharashtra, India, is pleased to announce a proposed placing by way of an
accelerated bookbuild to raise a minimum of £3.00 million (before expenses)
to conditionally place new ordinary shares of no par value in the Company
("Ordinary Shares") ("Placing Shares") at the issue price of 3 pence per share
("Issue Price") to new and existing institutional investors ("Placees") (the
"Placing") and a proposed subscription by certain existing and new investors
(including Hunch Ventures and Investment Private Limited ("Hunch Ventures"), a
substantial shareholder in the Company and the Company's India-based strategic
investor) to raise £5.85 million (before expenses) by way of the conditional
subscription for 195,000,000 new Ordinary Shares (the "Subscription Shares")
at the Issue Price per Subscription Share (the "Subscription").
Furthermore, the Company is seeking to allot and issue further new Ordinary
Shares (the "Retail Shares", and together with the Placing Shares and the
Subscription Shares, the "New Ordinary Shares") at the Issue Price to raise up
to £1.20 million via BookBuild (the "Retail Offer" and together with the
Placing and the Subscription, the "Equity Fundraising") in order to provide
existing shareholders of the Company ("Shareholders") who may not have taken
part in the Placing or the Subscription, with an opportunity to participate in
the Equity Fundraising.
Net proceeds from the Equity Fundraising will enable the Group to strengthen
the balance sheet and to provide working capital for the Group. The Company is
in advanced discussions to refinance its existing debt facilities, and the net
proceeds from the Equity Fundraising will assist the Company in such
discussions.
The Equity Fundraising is conditional on, inter alia, the approval of the
Shareholders to waive the obligation on Hunch Ventures and the persons acting
in concert with it (the "Hunch Concert Party") to make a general offer under
Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code"),
administered by the UK Panel on Takeovers and Mergers (the "Takeover Panel")
in cash for the Ordinary Shares.
Transaction highlights
· The Company is conducting a conditional Placing and Subscription
to raise a minimum of £8.85 million via the Placing of the Placing Shares and
Subscription of Subscription Shares at the Issue Price.
· The Placing is to be conducted by way of an accelerated bookbuild
process ("ABB") which will commence immediately following this Announcement
and will be subject to the terms and conditions set out in Appendix II to this
Announcement.
· The Company is also proposing to raise up to £1.20 million of
additional capital via the Retail Offer, which shall remain open until 4.30
p.m. on 12 June 2023.
· The net proceeds of the Equity Fundraising will be used: (a) to
repay a portion of the outstanding principal and accrued but unpaid interest
under the term loan facility entered into between Karanja Terminal and
Logistics Private Limited, the Company's wholly-owned Indian subsidiary, and
four Indian public sector banks pursuant to a loan agreement dated 28 February
2014 (as amended pursuant to a debt restructuring completed on 11 June 2021);
and (b) for general working capital purposes.
· On Admission, Hunch Ventures' shareholding in the Company will
increase from 11,819,712 Ordinary Shares, representing 28.48% of the current
Ordinary Shares, to 136,819,712 Ordinary Shares, representing 40.66% of the
Ordinary Shares as enlarged by the Equity Fundraising (assuming completion of
the Placing and the Subscription and no take up under the Retail Offer).
Accordingly, the Hunch Concert Party will therefore be interested in Ordinary
Shares carrying 30% or more of the Company's voting share capital on
Admission. The Takeover Panel has agreed to waive the requirement for the
Hunch Concert Party to make a general offer under Rule 9 of the Takeover Code
for Ordinary Shares not owned by the Hunch Concert Party (the "Rule 9
Waiver"), subject to the Shareholders excluding Hunch Ventures (the
"Independent Shareholders") passing a resolution to approve the Rule 9 Waiver
(to be set out in the notice convening a general meeting of the Company) on a
poll of such Independent Shareholders.
· Completion of the Equity Fundraising is conditional, inter alia,
upon approval of the Shareholders at the general meeting of the Shareholders
to be held on or around 27 June 2023 (the "General Meeting").
· The Issue Price represents a discount of approximately 29.4% to
the closing mid-market price per Ordinary Share of 4.25 pence on 7 June 2023,
being the latest practicable date before this Announcement.
A circular, containing further details of the Equity Fundraising, the Rule 9
Waiver and the notice of the General Meeting to be held on or around 11.00
a.m. on 27 June 2023 to, inter alia, approve the resolutions required to
implement the Equity Fundraising and the Rule 9 Waiver, is expected to be
published and despatched to Shareholders on or around 9 June 2023 (the
"Circular"). Set out below in Appendix I is an adapted extract from the draft
Circular that is proposed to be sent to Shareholders after the closure of the
ABB. Following its publication, the Shareholder Circular will be available on
the Group's website at
https://www.mercpl.com/article/investor-relations/shareholder-circulars/9.
Extension of unsecured loan facility
As announced by the Company on 19 August 2021, an affiliate of Hunch Ventures
and the Company's Indian subsidiary, Karanja Terminal and Logistics Private
Limited ("KTLPL") entered into an unsecured loan of approximately £4.4
million for the purposes of KTLPL's business operations (the "Loan"). The
parties to the Loan have agreed to extend the term of the loan to 15 June 2025
by way of an addendum to the loan dated 8 June 2023 (the "Hunch Loan
Addendum").
Jeremy Warner-Allen, Chairman of Mercantile, said:
"Over recent months, we have been focused on executing on the exciting growth
opportunities presented by our Karanja Port Facility. As announced in February
and March this year, we have secured several new contracts in Q1 2023 that
underpin our confidence in accelerating utilisation levels at the Karanja Port
Facility. Karanja Port is a uniquely located, long-term strategic asset
located in a fast-growing economy, and this fundraise means that the Group
will benefit strongly from positioning the Group's debt profile to match the
long-term, back-ended cash flow generation curve that is typical of
infrastructure projects such as the Karanja Port.
Further to the announcement made by the Company in December 2022, the Board
remains confident that trading results for the full year ending 31 December
2022 will be in line with market guidance."
For the purposes of UK MAR, the person responsible for arranging release of
this announcement on behalf of the Company is Jay Mehta, Managing Director.
For further information, please visit www.mercpl.com or contact:
MPL c/o SEC Newgate
+44 (0) 20 3757 6880
Cenkos Securities plc Stephen Keys
(Nomad and Broker) +44 (0) 20 7397 8900
SEC Newgate Elisabeth Cowell/ Bob Huxford
(Financial Communications) +44 (0) 20 3757 6880
mpl@newgatecomms.com
Expected timetable of principal events
Event Time and date (as applicable)
Announcement of the Equity Fundraising 4.30 p.m. on 8 June 2023
Announcement of the result of the Placing and Subscription 7.00 a.m. on 9 June 2023
Announcement of the result of the Retail Offer 7.00 a.m. on 13 June 2023
Latest Practicable Date 7 June 2023
Publication and posting of the Circular 9 June 2023
Latest time and date for receipt of completed Forms of Proxy to be valid at 11.00 a.m. on 23 June 2023
the General Meeting
General Meeting 11.00 a.m. on 27 June 2023
Announcement of results of the General Meeting 27 June 2023
Expected date when Admission is effective and unconditional dealings in the 8.00 a.m. on 28 June 2023
New Ordinary Shares on AIM commence
Expected date for crediting of the New Ordinary Shares in uncertificated form 28 June 2023
to CREST members' accounts
Expected date of dispatch of share certificates in respect of the New Ordinary Within 10 Business Days of Admission
Shares in certificated form
(1. ) Each of the times and dates above are indicative only
and are subject to change. If any of the above times and/or dates change, the
revised times and/or dates will be notified by the Company to the Shareholders
by announcement through an RIS.
(2.) A paper proxy form will not be enclosed with the
Circular. Shareholders are able to vote online by logging on to
https://www.signalshares.com (http://www.signalshares.com/) and following the
instructions provided or, in the case of CREST members, by using the CREST
electronic Form of Proxy appointment service set out in notes 9 to 11 to the
Notice of General Meeting in the Circular. A hard copy Form of Proxy can be
requested from the Registrars, further details of which are set out in note 15
to the Notice of General Meeting. If you have questions on how to complete the
Form of Proxy, please contact the Registrars on 0371 664 0300 or, if phoning
from outside the UK, on +44 371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
09:00 - 17:30, Monday to Friday (excluding public holidays in England and
Wales).
Notes:
References to times in this Announcement are to London time unless otherwise
stated.
The times and dates set out in the expected timetable of principal events
above and mentioned throughout this Announcement may be adjusted by the
Company in which event the Company will make an appropriate announcement to a
Regulatory Information Service giving details of any revised dates and the
details of the new times and dates will be notified to London Stock Exchange
plc (the "London Stock Exchange") and, where appropriate, Shareholders.
Shareholders may not receive any further written communication.
IMPORTANT NOTICE
This Announcement, and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States, Canada, Australia, Singapore, Japan or the
Republic of South Africa, or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction (the "Restricted Jurisdictions").
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The New Ordinary
Shares 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, expect
pursuant to an applicable exemption from registration. No public offering of
New Ordinary Shares is being made in the United States.
This Announcement does not constitute or form part of an offer to sell or
issue or a solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation, the
Restricted Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the information
contained in it is not for publication or distribution, directly or
indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant
to an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or Cenkos Securities or any of their
respective directors, officers, partners, agents, employees or affiliates that
would permit an offer of the New Ordinary Shares or possession or distribution
of this Announcement or any other publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose is required.
Persons receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed only at persons in member states of the
European Economic Area ("EEA") ("Member States") who are "qualified investors"
in such Member State within the meaning of Article 2 (e) of the Regulation
(EU) 2017/1129 (the "EU Prospectus Regulation") or in the United Kingdom of
Great Britain and Northern Ireland (the "United Kingdom") within the meaning
of the EU Prospectus Regulation as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")
("Qualified Investors"). In addition, in the United Kingdom, this Announcement
is directed only at: (i) Qualified Investors who have professional experience
in matters relating to investments falling within the meaning of Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "FPO"); (ii) Qualified Investors who are high net worth
companies, unincorporated associations or other bodies within the meaning of
Article 49(2)(a) to (d) of the FPO; and/or (iii) persons to whom it may
otherwise be lawfully communicated (each, a "Relevant Person"). No other
person should act on or rely on this Announcement and persons distributing
this Announcement must satisfy themselves that it is lawful to do so. By
accepting the terms of this Announcement, investors represent and agree that
they are a Relevant Person.
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement or the Equity Fundraising relate is available only to Relevant
Persons and will be engaged in only with Relevant Persons. As regards all
persons other than Relevant Persons, the details of the Equity Fundraising set
out in this Announcement are for information purposes only.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
This Announcement has not been approved by the London Stock Exchange or any
other securities exchange.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of (the Financial Services and Markets Act 2000, as
amended ("FSMA") by Cenkos Securities or any other person authorised under
FSMA. This Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of FSMA does
not apply.
No prospectus or offering document will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
(in accordance with the EU Prospectus Regulation or the UK Prospectus
Regulation) to be published.
Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the UK Financial Conduct Authority ("FCA"), the London Stock
Exchange or applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Any indication in this Announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Group.
Cenkos Securities, which is authorised and regulated in the United Kingdom by
the FCA, is acting for the Company and for no one else in connection with the
Equity Fundraising and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Cenkos Securities
or for providing advice in relation to the New Ordinary Shares, 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 or on behalf of the Company, Cenkos Securities, or by their affiliates or
their respective agents, directors, officers and employees 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.
The New Ordinary Shares to be issued pursuant to the Equity Fundraising will
not be admitted to trading on any stock exchange other than to trading on AIM,
being the market of that name operated by the London Stock Exchange.
The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each person who is invited to and
who chooses to participate in the Placing by making or accepting an oral and
legally binding offer to acquire Placing Shares will be deemed to have read
and understood this Announcement in its entirety and to be making such offer
on the terms and subject to the conditions set out in this Announcement and to
be providing the representations, warranties, undertakings and
acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the Equity Fundraising,
and no public offering of New Ordinary Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
The New Ordinary Shares are being issued pursuant to applicable securities
laws.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) 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: (a) 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 Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(b) eligible for distribution through all permitted distribution channels (the
"UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the UK Target Market Assessment, Cenkos
Securities will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; 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 UK target market assessment in respect of
the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that 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 should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, Cenkos Securities
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 or 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 I - EXTRACTS FROM THE CIRCULAR
1. Introduction
The Company has announced a conditional Equity Fundraising comprising a
Placing, Subscription and Retail Offer to raise £10,050,000 million before
Expenses by the issue of up to 335,000,000 New Ordinary Shares at the Issue
Price of 3 pence per New Ordinary Share.
The Placing will raise £3 million (before applicable Expenses) by the issue
by the Company of 100,000,000 Placing Shares to new and existing institutional
investors at the Issue Price. The Company is undertaking the Placing by way of
an accelerated bookbuild, which is not underwritten. Further details on the
terms of the Placing are set out at paragraph 4 of Appendix I of this
Announcement.
Under the Subscription:
(a) Hunch Ventures, the Company's India-based strategic
investor, has conditionally agreed to subscribe for, and the Company has
agreed to issue, 125,000,000 Subscription Shares at the Issue Price on
Admission, representing gross subscription proceeds of £3,750,000;
(b) Sapphire and Trans Global, investors that have
knowledge of the Company through the Company's customers Esquire Shipping and
Rudra Marine Services, have conditionally agreed to subscribe for, and the
Company has agreed to issue, 50,000,000 Subscription Shares and 16,666,667
Subscription Shares (respectively) at the Issue Price on Admission,
representing gross subscription proceeds of £2,000,000; and
(c) Jay Mehta, managing Director, has also conditionally
agreed to subscribe for, and the Company has agreed to issue, 3,333,333
Subscription Shares at the Issue Price, representing gross subscription
proceeds of £99,999.99.
The aggregate gross proceeds of the Subscription amount to approximately
£5,850,000. Further details on the terms of the Subscription are set out at
paragraph 5 of Appendix I of this Announcement.
Hunch Ventures, Karanpal Singh (the ultimate beneficial owner of Hunch
Ventures and a Non-Executive Director) and Amit Dutta (nominee of Hunch
Ventures and a Non-Executive Director) are members of the Hunch Concert Party,
being persons who are acting in concert for the purposes of the Takeover Code.
Following completion of the Subscription, the Hunch Concert Party's
shareholding in the Company will increase from 11,819,712 Existing Ordinary
Shares, representing 28.48% of the Existing Ordinary Shares, to 136,819,712
Ordinary Shares, representing 40.7% of the Enlarged Share Capital (assuming
completion of the Placing and the Subscription and no take up under the Retail
Offer). Accordingly, the Hunch Concert Party will therefore be interested in
Ordinary Shares carrying 30% or more of the voting rights of the Company
following the allotment and issue of the Subscription Shares to Hunch Ventures
pursuant to the Hunch Subscription Agreement.
The Company has consulted the Takeover Panel, and the Takeover Panel has
agreed to waive the requirement for the Hunch Concert Party to make an offer
under Rule 9 of the Takeover Code in cash for Ordinary Shares in the Company
which might otherwise arise as a result of the issue and allotment of the
Subscription Shares to Hunch Ventures, subject to the Rule 9 Waiver Resolution
(as set out in the Notice of General Meeting) being passed on a poll of the
Independent Shareholders. To be passed, a simple majority of the votes cast by
the Independent Shareholders must be in favour of the Rule 9 Waiver
Resolution.
In addition, in order to provide Shareholders who have not taken part in the
Placing or Subscription with an opportunity to participate in the Equity
Fundraising, there will be a separate conditional Retail Offer via the
Bookbuild platform to raise gross proceeds of up to £1.2 million at the Issue
Price. The Company has made a separate announcement regarding the Retail Offer
and its terms. Those Shareholders who subscribe for Retail Shares, will do so
pursuant to the terms and conditions of the Retail Offer contained in that
announcement. Further details on the terms of the Retail Offer are set out at
paragraph 6 of Appendix I of this Announcement.
The Equity Fundraising is conditional, inter alia, upon the Shareholders
approving the Resolutions at the General Meeting that will grant to the
Directors the authority to issue the New Ordinary Shares and the power to
disapply pre-emption rights set out in the Articles in respect of the New
Ordinary Shares. The Resolutions are contained in the Notice of General
Meeting at Part VIII - Notice of General Meeting of the Circular.
Application will be made to the London Stock Exchange for Admission of the New
Ordinary Shares to trading on AIM. It is expected that Admission will occur no
later than 8.00 a.m. on 28 June 2023 or such later time and/or date as Cenkos
Securities and the Company may agree. The New Ordinary Shares will, upon
issue, rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid after their date of issue.
The Issue Price represents a discount of approximately 29.4% to the closing
middle market price of 4.25 pence per Existing Ordinary Share on 7 June 2023
(being the Latest Practicable Date).
The purpose of the Circular is to explain the background to and reasons for
the Equity Fundraising, the use of proceeds, the details of the Equity
Fundraising and to recommend that you vote in favour of the Resolutions
(including the Rule 9 Waiver Resolution). The Company has received irrevocable
undertakings from Hunch Ventures and the Shareholder Directors and a letter of
intention from M&G Investment Management Limited to vote (or to procure
the voting) in favour of the Resolutions at the General Meeting, as further
detailed in paragraph 15 of Appendix I of this Announcement.
2. Current status of the Facility and the Group
Business overview
The Group operates and continues to develop a port and logistics facility in
Navi Mumbai, Maharashtra, India. The Group has proven its capability as a
facility for bulk materials, break-bulk cargo, and project cargo, and
continues to grow its order book, evidenced by recent contract wins with Rudra
Marine Services for the handling of liquid commodities, and the signing of a
memorandum of understanding with an operator of a terminal at the major
international gateway port, JNPT.
The Group is pleased with the progress made in developing a modern logistics
complex spread over approximately 100 acres of land. On completion, the
Facility will be uniquely positioned to capitalise on the growing levels of
commerce in the Maharashtra region, and will include a container freight
station, cold chain facility, reefer container zone and logistics facility
dedicated to handling perishable commodities.
Business update
The Group experienced its first full year of uninterrupted operations at the
Facility in 2022, handling over 1.2 million MTs of bulk cargo (an increase
from approximately 0.2 million MTs in 2021) including coal, steel, cement,
olivine flux and project cargo through both contracted agreement and spot
market demand. The Group is further pleased with the performance of its
four-year contract with the Tata Projects and Daewoo Engineering through a
joint venture to construct the Mumbai Trans-Harbour Link, underpinning the
Group's ability to deliver value to large infrastructure projects.
In addition, the Group has signed several other contracts, including:
· a 10-year contract with one of the largest
regional coal transfers, which is expected to produce volumes of 1 million
MTs, 1.5 million MTs and 2 million MTs in the first, second and third years of
operation, respectively; and
· a 20-year contract with one of the largest cement
companies in India for the retail handling of cement and the development of a
dedicated cement terminal at the Facility for customers.
Having secured customers that wish to utilise the Facility, the Directors'
focus continues to centre on increasing margins by providing additional volume
and higher-margin services to new and existing customers.
In addition to the Mumbai Trans-Harbour Link, several significant
infrastructure projects are taking place in the region, such as the
construction of the Navi Mumbai International Airport (located 20 km from the
Facility), and the development of the fourth terminal at JNPT. Each of these
projects will require vast quantities of steel, cement and other materials,
and the Directors expect the Facility to play an important role in the
logistics for the construction of some of these projects.
The Group has successfully received the necessary governmental permissions to
handle cargo containers at the Facility, and this is expected to become the
dominant revenue stream for the Group in the medium term. The government
permissions allow the Facility to receive containers directly from JNPT,
enabling customers to avoid lengthy delays in transportation bottlenecks.
Services will include the stuffing and de-stuffing of containers, groupage and
other logistical operations. This is an important development for the Group,
not only in accordance with the Group's plans to service the container market
that is significantly bigger than bulk cargo, but also in improving the
revenue mix of the Group towards higher-margin container business. The Group
undertook trial shipments of containers in March 2023 and Directors expect
that the Group will derive its first revenues from the handling and movement
of container cargo over the next six to eight months.
The Group is delighted with the continued support that it has received from
the MMB. Whilst the Directors' focus continues to be on completing the
build-out and utilisation of the Facility to 200 acres, permission remains to
extend the Facility to 400 acres, with 2,000 metres of sea frontage, which the
Directors intend to pursue when aligned with capacity requirements. The
Directors believe that strong support from the government across the local,
regional, and national level will reaffirm the Facility's position as a
long-life strategic asset.
The Federal Government of India has initiated a new logistics policy and has
announced the development of Multimodal Logistics Parks (MMLPs) at 35
strategic locations across the State of Maharashtra in partnership with the
State of Maharashtra government at a capital cost of approximately US$ 6
billion. The Directors believe that the strategic location of the Facility is
well suited for developing a profitable MMLP and is actively pursuing a
partnership with the State of Maharashtra.
FY21 debt restructuring
On 16 June 2021, the Company announced that it had successfully restructured
the Debt Facility after an extensive due diligence process conducted by its
banking consortium. The INR 475.57 crores debt (approximately £46.2 million)
is at a reduced interest rate (from 13.45% to 9.5% per annum), and KTLPL also
benefitted from a moratorium on interest payments until February 2022 (in
recognition of the severity of the COVID-19 pandemic in India) and the
extension of the commencement of amortization of the principal loan by 24
months from October 2020 to October 2022. The Directors considered this event
to be a clear endorsement of the Company's strategy and recognition of the
status and viability of the Facility.
Given the progress that the Company has made, the Directors believe that the
Company can secure more favourable terms, which are better suited to the
growth profile of the business. As such, the Company is in advanced discussion
with its banking consortium and is confident that it will be able to achieve
an extension to the term of the debt from seven years to fourteen years and
for the amortization of the principal loan until March 2025. In addition, the
Company has discussed opportunities to completely refinance its debt on more
favourable terms with an international lender. The strengthening of the
Company's balance sheet by the Equity Fundraising is expected to assist the
Company in these negotiations.
The unsecured loan facility of approximately £4.4 million that was provided
by an affiliate of Hunch Ventures to KTLPL at the time of the 2021 Launch
Announcement remains undrawn by the Group and has been extended to 15 June
2025 by way of an addendum dated 8 June 2023.
Trading update and outlook
The Board will announce its results for the year ended 31 December 2022 next
month, and expects to report an increase in revenue of 161% year-on-year to
not less than £4.7 million; adjusted EBITDA loss is expected to be £0.3
million (2021: £3.7 million loss); and net debt is expected to be £43.7
million at year end. Each figure announced above hereby remains subject to
audit. Trading so far this calendar year is in line with management's
expectations, with volumes levels increasing and the Facility looking forward
to handling container cargo.
3. Background and reasons for the Equity Fundraising
The Company intends to raise £10,050,000 by way of the Equity Fundraising.
The Net Proceeds of the Equity Fundraising are expected to be approximately
£9,250,000. The key objective of the Equity Fundraising is to enable the
Group to repay £750,000 of the accrued but unpaid interest under the Debt
Facility, to fund capital expenditure relating to the Group's business and to
provide working capital for the Group.
The Directors believe that the Group will benefit strongly from positioning
the Group's debt profile to match the long-term, back-ended cash flow
generation curve that is typical of infrastructure projects such as the
Facility. The Equity Fundraising will strengthen the Group's balance sheet and
place it in a strong position to negotiate a new debt facility on more
preferable terms. As stated above, the Group is in discussions with its
existing and new debt providers to refinance the Group's existing debt.
The Directors believe that the Equity Fundraising will unlock significant free
cashflow generation through increased utilisation of the Facility and enable
management to pursue the strategic shift to container handling, resulting in
higher operating margins.
The Directors gave careful consideration to the structure of the Equity
Fundraising and concluded that the Placing, together with the Subscription and
the Retail Offer, is the most suitable option available to the Company and its
Shareholders at this time.
4. The Placing
The Company has conditionally raised £3 million before applicable Expenses by
the conditional Placing of 100,000,000 Placing Shares at the Issue Price to
the Placees. Jeremey Warner Allen and Lord Howard Flight, who are
Non-Executive Directors, have agreed to participate in the Placing.
The Placing Shares are not being offered to the public in any jurisdiction,
and none of the Placing Shares are being offered or sold in any jurisdiction,
where it would be unlawful to do so, including any Restricted Jurisdiction.
Cenkos Securities, as agent for the Company, has agreed to use its reasonable
endeavours to procure Placees for the Placing Shares at the Issue Price by way
of an accelerated bookbuild process on and subject to the terms of the Placing
Agreement. Placees who applied to subscribe for the Placing Shares did so on
the basis of the terms and conditions of the Placing set out in Appendix II to
the Announcement. The Placing is not underwritten.
The Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General
Meeting;
(b) each of the Placing Agreement and the Subscription
Agreements becoming or being declared unconditional in all respects and not
having been terminated in accordance with its terms prior to Admission; and
(c) Admission of the New Ordinary Shares becoming
effective by no later than 8.00 a.m. on 29 December 2023 or such later time
and/or date as Cenkos Securities and the Company may agree.
If any of the conditions are not satisfied, the Placing Shares will not be
issued and all monies received from the Placees will be returned to the
Placees (at the Placees' risk and without interest) as soon as possible
thereafter.
The Placing Shares are not subject to clawback.
The Placing Shares will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of their issue.
Application will be made to the London Stock Exchange for Admission of the
Placing Shares to trading on AIM. It is expected that Admission will occur and
that dealings will commence at 8.00 a.m. on 28 June 2023 at which time it is
also expected that the Placing Shares will be enabled for settlement in CREST.
In accordance with the terms of the Placing Agreement, the Company shall issue
and allot 13,359,166 Placing Shares to Cenkos Securities in satisfaction of
the Company's obligation to pay certain fees to Cenkos Securities under the
Placing Agreement.
5. The Subscription
Hunch Ventures, Sapphire, Trans Global and Jay Mehta have agreed to subscribe
for an aggregate 195,000,000 Subscription Shares at the Issue Price. The
aggregate subscription monies payable by the Subscribers in respect of the
Subscription Shares amounts to £5,850,000.
Hunch Ventures must pay its subscription monies by close of business on the
date being two Business Days prior to the intended date for Admission, and Jay
Mehta must pay his subscription monies by close of business on the date being
three Business Days prior to the intended date for Admission. Sapphire and
Trans Global must pay their respective subscription monies by 15 June 2023.
The Subscription is conditional on:
(a) the passing of the Resolutions at the General
Meeting; and
(b) Admission of the New Ordinary Shares becoming
effective by no later than 8.00 a.m. on 31 December 2023 or such later date
as the Company, Cenkos Securities and Hunch Ventures, Sapphire or Trans Global
(as applicable) may agree in writing.
If any of the conditions are not satisfied, the Subscription Shares will not
be issued to the Subscriber.
The Subscription Shares are not subject to clawback. The Subscription is not
being underwritten.
The Subscription Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
their issue.
Further details of the terms of the Subscription Agreements are set out in the
Circular.
Application will be made to the London Stock Exchange for Admission of the
Subscription Shares to trading on AIM. It is expected that Admission will
occur and that dealings will commence at 8.00 a.m. on 28 June 2023, at which
time it is also expected that the Subscription Shares will be enabled for
settlement in CREST.
6. The Retail Offer
The Company values its Shareholder base and believes that it is appropriate to
provide eligible retail Shareholders in the United Kingdom the opportunity to
participate in the Retail Offer. The Retail Offer will allow retail
Shareholders to participate in the Equity Fundraising by subscribing for
Retail Shares at the Issue Price via Bookbuild.live.
Cenkos Securities will be acting as the Retail Offer Coordinator in relation
to the Retail Offer.
Eligible retail Shareholders can contact their intermediary to participate in
the Retail Offer. In order to participate in the Retail Offer, each
intermediary must be on-boarded onto the BookBuild platform, have an active
trading account with the Retail Offer Coordinator and have been approved by
the Retail Offer Coordinator as an intermediary in respect the Retail Offer,
and agree to the final terms and the Retail Offer terms and conditions, which
regulate the conduct of the Retail Offer on market standard terms and provide
for the payment of commission to any intermediary that elects to receive a
commission and/or fee (to the extent permitted by the FCA Handbook Rules) from
the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Eligible
retail Shareholders who wish to participate in the Retail Offer should confirm
separately with any intermediary whether there are any commissions, fees or
expenses that will be applied by such intermediary in connection with any
application made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible retail Shareholders in the United
Kingdom at 4.35 p.m. on 8 June 2023 on the following website:
https://www.bookbuild.live/deals/DX72E1/authorised-intermediaries. The Retail
Offer is expected to close by no later than 4.30 p.m. on 12 June 2023.
Eligible retail Shareholders should note that financial intermediaries may
have earlier closing times. The Retail Offer may close early if it is
oversubscribed.
To be eligible to participate in the Retail Offer, applicants must meet the
following criteria before they can submit an order for Retail Shares: (i) be a
customer of one of the participating intermediaries listed on the above
website; (ii) be resident in the United Kingdom; and (iii) be a Shareholder
(which may include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other unincorporated
organisations and includes persons who hold their Ordinary Shares directly or
indirectly through a participating intermediary).
The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application under the Retail Offer
without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. The aggregate total
consideration for the Retail Offer will not exceed €8 million (or the
equivalent in Pounds Sterling) and therefore the exemption from the
requirement to publish a prospectus, set out in section 86(1) FSMA, will
apply.
The Retail Shares are not being offered generally in the UK or elsewhere. It
is expected that the proceeds of the Retail Offer due to the Company will be
received by it soon after Admission.
The Retail Announcement will be made following this Announcement on 8 June
2023 and contains further information on how investors can participate in the
Retail Offer.
The Retail Offer remains conditional on, inter alia:
(a) the passing of the Resolutions at the General
Meeting;
(b) the Placing being or becoming wholly unconditional;
and
(c) Admission of the New Ordinary Shares becoming
effective by no later than 8.00 a.m. on 29 December 2023 or such later time
and/or date as Cenkos Securities and the Company may agree.
The Retail Shares will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of their issue.
Application will be made to the London Stock Exchange for Admission of the
Retail Shares to trading on AIM. It is expected that Admission will occur and
that dealings will commence at 8.00 a.m. on 28 June 2023, at which time it is
also expected that the Retail Shares will be enabled for settlement in CREST.
7. Admission, Settlement and CREST
The Placing, the Subscription and the Retail Offer are conditional, inter
alia, on:
(a) the passing of the Resolutions at the General
Meeting; and
(b) Admission of the New Ordinary Shares becoming
effective by no later than 8.00 a.m. on 28 June 2023 or such later time
and/or date as Cenkos Securities and the Company may agree.
Application will be made to the London Stock Exchange for Admission of the
Placing Shares, the Subscription Shares and Retail Shares to trading on AIM.
The Ordinary Shares are not traded on any other recognised investment exchange
and no application has been, or will be, made for the New Ordinary Shares or
the Existing Ordinary Shares to be admitted to trading on any other recognised
trading exchange. It is expected that Admission will occur and that dealings
will commence at 8.00 a.m. on 28 June 2023, at which time it is also expected
that the New Ordinary Shares will be enabled for settlement in CREST.
The Articles permit the Company to issue shares in uncertificated form. CREST
is a computerised paperless share transfer and settlement system which allows
shares and other securities to be held in electronic rather than paper form.
The Existing Ordinary Shares are already admitted to CREST and therefore the
New Ordinary Shares will also be eligible for settlement in CREST. CREST is a
voluntary system and participants who wish to retain certificates will be able
to do so upon request. The New Ordinary Shares due to uncertificated holders
are expected to be delivered in CREST on 28 June 2023.
The New Ordinary Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
their issue.
8. Effects of the Equity Fundraising
Upon Admission, and assuming that there is full take up of the Retail Offer,
the Enlarged Share Capital is expected to be 376,499,699 Ordinary Shares. On
this basis, the New Ordinary Shares will represent approximately 89.0% of the
Enlarged Share Capital, as follows:
· the Placing Shares will represent approximately
26.6% of the Enlarged Share Capital;
· the Subscription Shares will represent
approximately 51.8% of the Enlarged Share Capital; and
· the Retail Shares will represent approximately
10.6% of the Enlarged Share Capital.
9. Market and Macroeconomic Dynamics
Indian Macroeconomic Environment
On December 6, 2022, the World Bank revised its GDP growth outlook for India
for 2022-23 from 6.5% to 6.9%, on the back of the economy's strong performance
in Q2. The World Bank went on to say that the nation was "well placed" to
steer through any potential global headwinds in 2023. The International
Monetary Fund (IMF) expects India to grow by 5.9% in FY 2023-24 and by an
average rate of 6.1% over the next five years.
There have been numerous predictions of consumption-driven growth in India,
given the country's large, young, and rising upper middle-income population
(with a high propensity to spend). Alongside this, the Directors believe that
investment (both domestically and from outside India), particularly in
logistics and infrastructure, will play an important role in encouraging
sustained, domestic, demand-led, growth for decades to come. In summary, the
Directors believe that the Indian economy remains an attractive place for
investors.
Indian Shipping and Port Industry
India's economic strength is placing substantial stress on its port and
logistics infrastructure, an aspect in which India lags behind its
counterparts (ranked 38th globally in World Bank 'International Logistics
Ranking' 2022).
During the financial year ended 31 March 2021, cargo traffic at major ports in
the country was reported at 672 million tonnes. India's vast coast line
(c.7,500 km) and inland water ways (c.14,500 km) offer substantial
opportunities for domestic cargo transportation. The Directors consider
Karanja to be well positioned, both in location and berth size, to accommodate
ships used for domestic cargo transportation.
The cost per tonne per km of moving cargo by sea or inland waterway routes can
be 60 to 80% lower than by road or rail. However, India's maritime logistics
sector is under-utilised when compared to its road and railway logistics
sectors.
Despite the under-utilisation of ports as a transportation method, India's
Major Ports continue to be heavily congested. This results in inefficiencies,
an average turnaround time, being the time in which a vessel can be loaded or
discharged of cargo, of 2.3 days compared to only 1 day and 1.2 days in China
and the United States respectively, which the Indian government fears could
hamper India's potential for wider economic growth.
According to the Ministry of Shipping, around 95% of India's trading by volume
and 70% by value is done through maritime transport. In November 2020, the
Prime Minister, Mr. Narendra Modi renamed the Ministry of Shipping as the
Ministry of Ports, Shipping and Waterways.
India has 12 major and 205 notified minor and intermediate ports. Under the
National Perspective Plan for Sagarmala, six new mega ports will be developed
in the country. The Indian ports and shipping industry play a vital role in
sustaining growth in the country's trade and commerce. India is the
sixteenth-largest maritime country in the world with a coastline of about
7,517 kms. The Indian Government plays an important role in supporting the
ports sector. It has allowed Foreign Direct Investment (FDI) of up to 100%
under the automatic route for port and harbour construction and maintenance
projects. It has also facilitated a 10-year tax holiday to enterprises that
develop, maintain and operate ports, inland waterways and inland ports.
The Directors believe that this further validates the Group's investment in
the Facility to date and represents opportunities now that the Facility is
fully operational.
JNPT is located twelve nautical miles via sea and 8 km via road from Karanja.
The proximity of the Facility to JNPT is a key factor that the Directors
believe will contribute to the Company's success. JNPT is India's largest
container handler by volume and is the primary gateway for container shipments
in India. JNPT accounts for approximately 50%. of India's container traffic.
Congestion issues have been a recent problem at JNPT, with poor evacuation
infrastructure leading to high levels of congestions and resulting in an
inability to grow volumes through the port. The Directors believe that the
Facility can play an important role in relieving congestion at JNPT.
The JNPT port facility is expected to have further expansion, and the
Directors expect that the continued expansion of JNPT will represent
significant opportunities for the Company. In particular, the Directors
believe that the Company will benefit from the Facility being able to:
• offer coastal movement of cargos, servicing end
users along the industrialised west coast of India
• ease congestion issues in the road network
around Mumbai and JNPT.
The Directors continue to believe that the Facility will have limited direct
competition from surrounding Minor Ports due to the Facility's proximity to
JNPT and that the Facility will also benefit from the proposed closure of
Mumbai Port, which is planned to be developed as prime real estate.
Domestic waterways have been found to be a cost-effective and environmentally
sustainable mode of freight transportation. The government aims to have 23
waterways operational by 2030. As part of the Sagarmala project, more than 574
projects worth ₹6 lakh crore (US$ 82 bn) have been planned for
implementation between 2015 and 2035.
At the Maritime India Summit 2021, the Ministry of Ports, Shipping and
Waterways identified a total of 400 projects worth ₹2.25 lakh crore (US$ 31
bn) investment potential.
10. CREST
CREST is a paperless settlement system enabling securities to be evidenced
otherwise than by a certificate and transferred otherwise than by written
instrument in accordance with the CREST Regulations. The New Ordinary Shares
will be eligible for CREST settlement. Accordingly, following Admission,
settlement of transactions in the New Ordinary Shares may take place within
the CREST system if a Shareholder so wishes. CREST is a voluntary system and
Shareholders who wish to receive and retain share certificates are able to do
so. For more information concerning CREST, Shareholders should contact their
stockbroker or Euroclear at 33 Cannon Street, London EC4M 5SB, United Kingdom
or by telephone on +44 (0) 20 7849 0000.
11. Related Party Transactions
Directors
Jay Mehta has agreed to subscribe for 3,333,333 Subscription Shares in the
Subscription for an aggregate subscription price of £99,999.99.
The following Directors have agreed to participating in the Placing by
subscribing for Placing Shares as follows:
Director Number of Placing Shares to be subscribed for in the Placing Total price (£)
Jeremy Warner Allen 3,333,333 99,999.99
Lord Howard Flight 400,000 12,000
TOTAL 3,733,333 111,999.99
As each such Director is a related party of the Company pursuant to the AIM
Rules for Companies, their participation in the Subscription or the Placing
(as applicable) will be a related party transaction for the purposes of Rule
13 of the AIM Rules for Companies. In respect of each subscription by the
Directors above for Subscription Shares or Placing Shares (as applicable), the
Directors who are independent of that Subscription or Placing (as applicable),
having consulted with the Company's nominated advisor, Cenkos Securities,
consider that that the participation in the Subscription or Placing by the
Directors set out in the table above is fair and reasonable insofar as the
Shareholders are concerned.
Hunch Ventures
Hunch Ventures, an undertaking controlled by Karanpal Singh (a Non-Executive
Director of the Company) and his wife Ms. Himangini Singh, is a substantial
Shareholder in the Company as it holds 28.48% of the Existing Ordinary Shares.
Consequently, Hunch Ventures is considered to be a related party of the
Company for the purposes of Rule 13 of the AIM Rules for Companies.
Hunch Ventures is subscribing for 125,000,000 Subscription Shares under the
Hunch Subscription, representing 37.1% of the Enlarged Share Capital (assuming
completion of the Placing and the Subscription and no take up under the Retail
Offer). In addition, an affiliate of Hunch Ventures is providing an extension
to the existing unsecured loan facility made available to KTLPL at the time of
the 2021 Launch Announcement by way of the Hunch Loan Addendum. The Hunch
Subscription and the Hunch Loan Addendum constitute related party transactions
for the purposes of the AIM Rules for Companies. The Directors who are
independent of these transactions, being Nikhil Gandhi, Jay Mehta, Jeremy
Warner Allen, Lord Howard Flight, John Fitzgerald, and Dmitri Tsvetkov, having
consulted with the Company's nominated advisor, Cenkos Securities, consider
that that the Hunch Subscription and the Hunch Loan Addendum are fair and
reasonable insofar as the Shareholders are concerned.
12. Rule 9 of the Takeover Code
Application of the Takeover Code
The Company has its Ordinary Shares admitted to trading on AIM. Accordingly,
the Takeover Code applies to the Company. The Takeover Code governs, inter
alia, transactions which may result in a change of control of a company to
which the Takeover Code applies.
Under Rule 9.1 of the Takeover Code any person who acquires an interest in
shares which, taken together with shares in which that person or any person
acting in concert with that person is interested, carry 30% or more of the
voting rights of a company which is subject to the Takeover Code is normally
required to make an offer to all the remaining shareholders to acquire their
shares. Similarly, Rule 9.1 of the Takeover Code also provides that when any
person, together with persons acting in concert that person, is interested in
shares which in aggregate carry not less than 30% of the voting rights of a
company but does not hold shares carrying more than 50% of the voting rights
of the company, an offer will normally be required if such person or any
person acting in concert with that person acquires a further interest in
shares which increases the percentage of shares carrying voting rights in
which that person is interested.
An offer under Rule 9 of the Takeover Code must be made in cash at the highest
price paid by the person required to make the offer, or any person acting in
concert with such person, for any interest in shares of the company during the
12 months prior to the announcement of the offer.
The Company has agreed with the Takeover Panel that the following persons are
acting in concert in relation to the Company:
• Hunch Ventures, the Company's India-based
strategic investor;
• Karanpal Singh, the ultimate beneficial owner of
Hunch Ventures and a Non-Executive Director; and
• Amit Dutta, nominee of Hunch Ventures and a
Non-Executive Director.
The Hunch Concert Party currently holds 11,819,712 Existing Ordinary Shares,
representing 28.48% of the Existing Ordinary Shares, which are held entirely
by Hunch Ventures.
Following completion of the Hunch Subscription on Admission, the Hunch Concert
Party will be interested in 136,819,712 Ordinary Shares, representing 40.7% of
the voting rights of the Company following Admission (assuming completion of
the Placing and the Subscription and no take up under the Retail Offer). A
table showing the respective individual interests in Ordinary Shares of the
members of the Hunch Concert Party on Admission and following the completion
of the Hunch Subscription is set out below:
Hunch Concert Party member Existing Ordinary Shares Percentage of the issued share capital of the Company at the Latest Subscription Shares Total Ordinary Shares following Admission Percentage of the Enlarged Share Capital ((1))
Practicable Date
Hunch Ventures 11,819,712 28.48% 125,000,000 136,819,712 40.7%
Karanpal Singh - - - - -
Amit Dutta - - - - -
TOTAL 11,819,712 28.48% 125,000,000 136,819,712 40.7%
((1)) Assuming completion of the Placing and the Subscription and no take up
under the Retail Offer.
Following completion of the Hunch Subscription on Admission, the Hunch Concert
Party will be interested in Ordinary Shares carrying more than 30% of the
voting rights of the Company but will not hold shares carrying more than 50%
of the voting rights of the Company. For so long as they continue to act in
concert, any increase in their aggregate interests in shares will be subject
to the provisions of Rule 9 of the Takeover Code.
Rule 9 Waiver and Rule 9 Waiver Resolution
The issue and allotment by the Company of 125,000,000 Subscription Shares to
Hunch Ventures pursuant to the Hunch Subscription would normally trigger an
obligation for an offer to be made under Rule 9 of the Takeover Code. The
Company has consulted with the Takeover Panel and the Takeover Panel has
agreed to waive the requirement for an offer to be made in respect of the
subscription by Hunch Ventures for Subscription Shares pursuant to the Hunch
Subscription, subject to the approval by a vote of Independent Shareholders of
the Company on a poll at the General Meeting. The Rule 9 Waiver Resolution
seeks this approval. Hunch Ventures, Subscribers and Placees are not
considered to be independent and will not be entitled to vote on the Rule 9
Waiver Resolution. Accordingly, should Independent Shareholders approve the
Rule 9 Waiver Resolution, the Takeover Panel has agreed to waive the
requirement for the Hunch Concert Party to make an offer under Rule 9 of the
Takeover Code as a result of the allotment and issue of Subscription Shares by
the Company pursuant to the Hunch Subscription. In the event that the Rule 9
Waiver Resolution is approved by the Independent Shareholders, no member of
the Hunch Concert Party will be restricted from making an offer under Rule 9
of the Takeover Code.
13. Risk Factors
Shareholders and other prospective investors in the Company should be aware
that an investment in the Company involves a high degree of risk. Your
attention is drawn to the risk factors which will be set out in Part VI - Risk
Factors of the Circular.
14. General Meeting
The Directors do not currently have sufficient authority to issue all of the
New Ordinary Shares pursuant to the Equity Fundraising and, accordingly, the
Board is seeking the approval of Shareholders to issue the New Ordinary Shares
at the General Meeting.
A notice convening the General Meeting, which is to be held at registered
office of the Company at 1st Floor, Tudor House, Le Bordage, St Peter Port,
Guernsey GY1 1DB at 11.00 a.m. on 27 June 2023, will be set out in Part VIII
- Notice of General Meeting of the Circular. At the General Meeting, the
Resolutions will be proposed to authorise the Directors to issue relevant
securities pursuant to the Placing, the Subscription and the Retail Offer, and
to issue such relevant securities on a non-pre-emptive basis.
The authorities to be granted pursuant to the Resolutions shall expire on
whichever is the earlier of the conclusion of the General Meeting of the
Company to be held in 2023 or the date falling six months from the date of the
passing of the relevant Resolutions (unless renewed, varied or revoked by the
Company prior to or on that date), and shall be in addition to any existing
Directors' authorities to issue relevant securities and dis-apply statutory
pre-emption rights. You should read the Resolutions in full as set out in Part
VIII - Notice of General Meeting of the Circular.
The Resolutions proposed will facilitate the completion of the Equity
Fundraising. The Company will receive 3 pence per New Ordinary Share, which
the Directors consider to be a fair and reasonable amount per share on the
basis that the closing market price on 7 June 2023 (being the Latest
Practicable Date) was 4.25 pence per Existing Ordinary Share.
15. Irrevocable undertakings
The Company has received irrevocable undertakings from Hunch Ventures and the
Shareholder Directors (other than Nikhil Gandhi and John Fitzgerald) to vote
(or to procure the voting) in favour of the Resolutions (save for the Rule 9
Waiver Resolution) at the General Meeting in respect of their entire aggregate
beneficial holdings of 12,832,158 Existing Ordinary Shares, representing
approximately 30.9% of the Existing Ordinary Shares.
The Company has also received an irrevocable undertaking from John Fitzgerald
to vote (or to procure the voting) in favour of the Resolutions (including the
Rule 9 Waiver Resolution) at the General Meeting in respect of his entire
aggregate beneficial holdings of 56,583 Existing Ordinary Shares, representing
approximately 0.14% of the Existing Ordinary Shares.
In addition to the irrevocable undertakings, the Company has received a letter
of intention from M&G Investment Management Limited to vote in favour of
the Resolutions (including the Rule 9 Waiver Resolution) in respect of
3,970,000 Existing Ordinary Shares, representing approximately 9.57% of the
Existing Ordinary Shares.
Therefore, the Company has received:
(a) irrevocable undertakings, in aggregate, to vote in
favour of the Resolutions (excluding the Rule 9 Waiver Resolution) in respect
of 12,832,158 Existing Ordinary Shares, representing approximately 30.9% of
the Existing Ordinary Shares;
(b) an irrevocable undertaking to vote in favour of the
Resolutions (including the Rule 9 Waiver Resolution) in respect of 56,583
Existing Ordinary Shares, representing approximately 0.14% of the Existing
Ordinary Shares; and
(c) a letter of intention from M&G Investment
Management Limited to vote in favour of the Resolutions (including the Rule 9
Waiver Resolution) in respect of 3,970,000 Existing Ordinary Shares,
representing approximately 9.57% of the Existing Ordinary Shares.
16. Action to be taken in respect of the General Meeting
Shareholders will not receive a hard-copy Form of Proxy for the General
Meeting. Instead, you will find instructions in the section entitled "Notes"
in the Notice of General Meeting to enable you to vote electronically and how
to register to do so. To register, you will need your "Investor Code", which
can be found on your share certificate.
Shareholders may request a paper Form of Proxy from the Registrars if they do
not have access to the internet. Proxy votes should be submitted as early as
possible and in any event by no later than 11.00 a.m. on 23 June 2023 (or, in
the case of an adjournment, no later than 48 hours (excluding non-working
days) before the time fixed for holding of the adjourned meeting).
The completion and return of a Form of Proxy will not preclude you from
attending and voting in person at the General Meeting, or any adjournment
thereof, should you wish to do so.
17. Recommendation
The Board believes that the Equity Fundraising and passing of the Resolutions
(save for the Rule 9 Waiver Resolution) are in the best interests of the
Company and the Shareholders, taken as a whole. Accordingly, the Board
unanimously recommends that the Shareholders vote in favour of the Resolutions
(save for the Rule 9 Waiver Resolution).
The Takeover Code requires the Board to obtain competent independent advice
regarding the Rule 9 Waiver which is the subject of the Rule 9 Waiver
Resolution, the controlling position which it will create, and the effect it
will have on the Shareholders generally. The Independent Directors, who have
been so advised by Cenkos Securities, consider that the Hunch Subscription,
the Rule 9 Waiver and the controlling position which it will create to be fair
and reasonable so far as the Shareholders are concerned and in the best
interests of the Shareholders and the Company as a whole. Accordingly, the
Independent Directors unanimously recommend that the Independent Shareholders
vote in favour of the Rule 9 Waiver Resolution.
Shareholders should note that of the Independent Directors, only John
Fitzgerald will vote on the Resolutions (including the Rule 9 Waiver
Resolution). Dmitri Tsvetkov will not vote on the Resolutions (including the
Rule 9 Waiver Resolution) as he does not hold any Existing Ordinary Shares and
Nikhil Gandhi is unable to vote or procure the voting of the 983,512 Existing
Ordinary Shares to which he was beneficially entitled as SKIL Global Ports
& Logistics Limited, the entity wholly-owned by Mr. Gandhi which held such
Existing Ordinary Shares, was dissolved by way of Guernsey registrar
compulsory strike-off order on or around 4 June 2021 and such Existing
Ordinary Shares are currently held by His Majesty's Receiver General in the
Bailiwick of Guernsey.
In accordance with the requirements of the Takeover Code, Shareholders who are
participating in the Subscription or the Placing (including the Shareholder
Directors) are not considered Independent Shareholders for the purpose of the
Rule 9 Waiver Resolution and will not vote their interests in the Existing
Ordinary Shares in respect of the Rule 9 Waiver Resolution.
The Equity Fundraising is conditional, inter alia, upon the passing of the
Resolutions at the General Meeting. Shareholders should be aware that if the
Resolutions are not approved at the General Meeting, the Equity Fundraising
will not proceed.
DEFINITIONS
"2021 Launch Announcement" the RIS announcement entitled "Proposed Placing and Subscription to raise
minimum £9.5 million by way of accelerated bookbuild, PrimaryBid offer at a
price of 0.45 pence per share, Share Consolidation and Notice of Extraordinary
General Meeting" issued by the Company on 19 August 2021.
"Admission" the admission of the New Ordinary Shares to trading on AIM in accordance with
the AIM Rules for Companies.
"affiliate" an affiliate of, or person affiliated with, a person; a person that, directly
or indirectly, or indirectly through one or more intermediaries, controls or
is controlled by, or is under common control with, the person specified.
"AIM" AIM, the market of that name operated by the London Stock Exchange.
"AIM Rules for Companies" the AIM Rules for Companies and guidance notes as published by London Stock
Exchange from time to time.
"AIM Rules for Nominated Advisers" the AIM Rules for Nominated Advisers issued by the London Stock Exchange
setting out the eligibility, ongoing responsibilities and certain disciplinary
matters in relation to nominated advisers, as amended or re-issued from time
to time.
"Announcement" the RIS announcement issued by the Company on 8 June 2023 in relation to the
Equity Fundraising.
"Articles" the articles of incorporation of the Company in force from time to time.
"Board" or "Directors" the directors of the Company as at the date of this Announcement.
"BookBuild" BB Technology Ltd, a private limited company incorporated in England and Wales
with registered number 13508012.
"Business Day" any day on which the London Stock Exchange is open for business and banks are
open for business in London; excluding Saturdays and Sundays.
"Cenkos Securities" Cenkos Securities plc.
"Company" Mercantile Ports & Logistics Limited.
"control" (i) the power (whether by way of ownership of shares, proxy, contract, agency
or otherwise) to: (a) cast, or control the casting of, more than 50% of the
maximum number of votes that might be cast at a general meeting of the
Company; or (b) appoint or remove all, or the majority, of the Directors or
other equivalent officers of the Company; or (c) give directions with respect
to the operating and financial policies of the Company with which the
Directors or other equivalent officers of the Company are obliged to comply;
and/or (ii) the holding beneficially of more than 50% of the issued shares of
the Company (excluding any issued shares that carry no right to participate
beyond a distribution of either profits or capital), but excluding in the case
of each of (i) and (ii) any such power or holding that arises as a result of
the issue of Ordinary Shares by the Company in connection with an acquisition.
"COVID-19" disease caused by the respiratory virus SARS-CoV-2 and its variants.
"CREST" or "CREST system" the system for the paperless settlement of trades in securities and the
holding of uncertified securities operated by Euroclear in the system for the
paperless settlement of trades insecurities and the holding of uncertificated
securities operated by Euroclear in accordance with the CREST Regulations.
"CREST Manual" the rules governing the operation of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST Central Counterparty Service Manual,
CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS
Operations Manual, Daily Timetable, CREST Application Procedure, CREST
Glossary of Terms and CREST Terms and Conditions (all as defined in the CREST
Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended
since).
"CREST member" a person who has been admitted to CREST as a system-member (as defined in the
CREST Regulations).
"CREST participant" a person who is, in relation to CREST, a system participant (as defined in the
CREST Regulations).
"CREST Proxy Instruction" an appropriate CREST message, for a proxy appointment or instruction to be
validly made by means of CREST.
"CREST Regulations" Uncertificated Securities (Guernsey) Regulations 2009.
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor.
"CREST sponsored member" a CREST member admitted to CREST as a sponsored member.
"Debt Facility" the term loan facility of INR 480 crores entered into between KTLPL and four
Indian public sector banks pursuant to a loan agreement dated 28 February
2014, as restructured by KTLPL and the banks in July 2021.
"Enlarged Share Capital" the entire issued share capital of the Company following completion of the
Equity Fundraising on Admission, assuming that there is a full take up of the
Retail Offer.
"Equity Fundraising" together, the Placing, the Subscription and the Retail Offer.
"Euroclear" Euroclear UK & International Limited, a company incorporated in England
& Wales, being the operator of CREST.
"Executive Directors" Director(s) discharging executive responsibilities.
"Existing Ordinary Shares" the issued ordinary share capital of the Company at the date of this
Announcement, being 41,499,699 Ordinary Shares.
"Expenses" an estimated £800,000 (including commissions and expenses, Admission fees,
professional advisory fees, including legal fees, and any other applicable
expenses, and any applicable VAT) of costs associated with the Equity
Fundraising.
"Facility" the completed logistics park and multi-purpose terminal developed by the Group
on the Project Land.
"FCA" the UK Financial Conduct Authority acting in its capacity as the competent
authority under Part VI of FSMA.
"Form of Proxy" the electronic form of proxy for use in connection with the General Meeting (a
hard-copy of which may be requested from the Registrar).
"FSMA" Financial Services and Markets Act 2000.
"GDP" gross domestic product.
"General Meeting" a general meeting of the Shareholders or a class of Shareholders, or, as the
context requires, the general meeting of the Company, convened for 11.00 a.m.
on 27 June 2023 or at any adjournment thereof.
"Group" the Company and its subsidiaries from time to time.
"Hunch Concert Party" Hunch Ventures, Karanpal Singh and Amit Dutta.
"Hunch Loan Addendum" the extension to the unsecured loan facility provided by an affiliate of Hunch
Ventures to KTLPL.
"Hunch Subscription" the subscription by Hunch Ventures for 125,000,000 Subscription Shares
pursuant to the Hunch Subscription Agreement.
"Hunch Subscription Agreement" The subscription and relationship agreement entered into on or around 8 June
2023 between Hunch Ventures, the Company and Cenkos Securities in respect of
both the Hunch Subscription and the relationship between the Company and Hunch
Ventures following completion of the Subscription.
"Hunch Ventures" Hunch Ventures and Investment Private Limited, a company incorporated in
India, with company registration number 289161 and whose registered office is
at 5 Ground Floor, Plot No. 09 Copia Corporate Suites, Jasola New Delhi,
South Delhi DL 110044, India.
"Independent Directors" Nikhil Gandhi, John Fitzgerald and Dmitri Tsvetkov.
"Independent Shareholders" the Shareholders, excluding any Shareholder which is participating in the
Subscription or the Placing.
"India" the Republic of India.
"intermediary" broker or wealth manager to an eligible retail Shareholder in the Retail
Offer.
"Issue Price" 3 pence per New Ordinary Share.
"JNPT" Jawaharlal Nehru Port Trust.
"km" kilometer.
"KTLPL" Karanja Terminal and Logistics Private Limited, a company incorporated under
the provisions of the Companies Act,1956 of India, having its registered
office at Hermes Atrium, Office No. 411, 04(th) Floor, A-Wing, Plot No. 57,
Sector No. 11, CBD, Belapur, Navi Mumbai, Thane - 400614, and being a
subsidiary of the Company.
"Latest Practicable Date" 7 June 2023, being the latest practicable date prior to the publication of
this Announcement.
"London Stock Exchange" London Stock Exchange plc.
"Main Market" main market for listed securities of the London Stock Exchange.
"Major Port" each of the 12 ports located in India designated as 'Major Ports' by India's
Ministry of Shipping.
"MiFID II" EU Directive 2014/65/EU on markets in financial instruments, as amended.
"Minor Port" any port located in India which is not a Major Port.
"MMB" Maharashtra Maritime Board.
"MT" metric tonne.
"Mumbai Trans-Harbour Link" the proposed 22 km freeway grade road bridge connecting Mumbai with Navi
Mumbai, its satellite city.
"New Ordinary Shares" up to 335,000,000 new Ordinary Shares to be issued pursuant to the Equity
Fundraising.
"Non-Executive Director(s)" Director(s) discharging non-executive responsibilities.
"Notice of General Meeting" the notice convening the General Meeting as set out in Part VIII - Notice of
General Meeting of the Circular.
"Official List" the official list maintained by the FCA pursuant to Part VI of FSMA.
"Ordinary Shares" ordinary shares of no par value each in the Company.
"Overseas Shareholders" Shareholders who are resident in, or who are citizens of, or who have
registered addresses in, territories or jurisdictions other than the United
Kingdom.
"Placees" subscribers for Placing Shares pursuant to the Placing.
"Placing" the proposed placing by the Company of the Placing Shares with the Placees
pursuant to the Placing Agreement.
"Placing Agreement" the placing agreement entered into between the Company and Cenkos Securities
in respect of the Placing dated 8 June 2023.
"Placing Shares" 100,000,000 new Ordinary Shares, which are the subject of the Placing, and
which includes 13,359,166 new Ordinary Shares to be issued and allotted to
Cenkos Securities in satisfaction of the Company's obligations to pay certain
fees to Cenkos Securities under the Placing Agreement.
"Product Governance Requirements" together: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures of MiFID II and Commission Delegated Directive (EU) 2017/593
supplementing MiFID II, each as they form part of the law of England and Wales
by virtue of European Union (Withdrawal) Act 2018.
"Project Land" the c.1.62 million square metre (approximately 400 acres) of land with a sea
frontage of approximately 2,000 metres at Karanja Creek, Chanje Village,
Taluka Uran, District Raigad, Maharashtra, India as described in the Deed of
Lease.
"Prospectus Regulation Rules" the prospectus regulation rules of the FCA made in accordance with
section 73A of FSMA.
"Registered Office" the registered office of the Company at Beauvoir Trust Limited, 1(st) Floor,
Tudor House, Le Bordage Road, Guernsey GY1 1DB.
"Registrars" Link Market Services (Guernsey) Limited.
"Resolutions" the ordinary resolutions and special resolution to be proposed at the General
Meeting, as set out in the Notice of the General Meeting.
"Restricted Jurisdiction" the United States, Australia, Canada, Japan, Singapore, the Republic of South
Africa or any other jurisdiction where release, publication or distribution of
this Announcement or the Circular or any offer, invitation or solicitation in
relation to the securities referred to in this Announcement or the Circular is
or would be unlawful or may lead to a breach of any applicable legal or
regulatory requirements.
"Retail Announcement" the RIS announcement issued by the Company on 8 June 2023 in relation to the
Retail Offer.
"Retail Clients" retail clients, as defined by the FCA in the FCA Handbook of Rules and
Guidance.
"Retail Offer" the proposed offer for subscription to Retail Clients of BookBuild who are
located and resident in the UK of the Retail Shares at the Issue Price
conducted through the BookBuild online platform and mobile application.
"Retail Offer Coordinator" Cenkos Securities, in its capacity as the retail offer coordinator in relation
to the Retail Offer.
"Retail Shares" up to 40,000,000 new Ordinary Shares to be issued pursuant to the Retail Offer
at the Issue Price.
"RIS" a regulatory information service that is on the list of regulatory information
services maintained by the FCA.
"Rule 9 Waiver" the waiver granted by the Takeover Panel of any requirement under Rule 9 of
the Takeover Code for the Hunch Concert Party to make an offer to Shareholders
for the Company under Rule 9 of the Takeover Code which would otherwise arise
as a result of the issue of the Subscription Shares to Hunch Ventures under
the Hunch Subscription Agreement, such waiver being conditional upon the
approval by the Independent Shareholders of the Rule 9 Waiver Resolution on a
poll.
"Rule 9 Waiver Resolution" resolution 1 to be proposed at the General Meeting as set out in the Notice of
General Meeting to approve the Rule 9 Waiver.
"Sapphire" Sapphire Pacific FZE a company incorporated in the United Arab Emirates, with
company registration number 10887 and whose registered office is at Office Q1
09 038/c Sharjah Airport International Free Zone, Sharjah, United Arab
Emirates.
"SEDOL" Stock Exchange Daily Official List, a list of security identifiers used in the
UK and Ireland for clearing persons.
"Shareholder Directors" Nikhil Gandhi, Lord Howard Flight, John Fitzgerald, Jeremy Warner Allen and
Jay Mehta, being the Directors who hold Ordinary Shares as at the Latest
Practicable Date.
"Shareholders" the holders of Existing Ordinary Shares.
"Subscribers" Hunch Ventures, Sapphire, Trans Global and Jay Mehta who are participating in
the Subscription.
"Subscription" the proposed subscription for Subscription Shares pursuant to the terms of the
Subscription Agreements.
"Subscription Agreements" the Hunch Subscription Agreement and the Subscription Letters.
"Subscription Letters" the subscription letters entered into on or around 8 June 2023 between each of
Sapphire, Trans Global and Jay Mehta who are subscribing for Subscription
Shares and the Company.
"Subscription Shares" the aggregate of 195,000,000 new Ordinary Shares to be issued by the Company
pursuant to the Subscription.
"Takeover Code" the City Code on Takeovers and Mergers, administered by the Takeover Panel.
"Takeover Panel" the UK Panel on Takeovers and Mergers.
"Target Market Assessment" a product approval process, which has determined that the New Ordinary 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.
"Trans Global" Trans Global LLC, a company incorporated in the Department of Economic
Development Dubai, United Arab Emirates, with company registration
number 1868686 and whose registered office is at Lot No. 451, 1703 King
Mohammed Idris Shakur, Bur Dubai, Business Bay, Office No. 024, Dubai.
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland.
"United States" or "US" the United States of America, its possessions or territories, any State of the
United States of America and the district of Columbia or any area subject to
its jurisdiction or any political subdivision thereof.
"US Securities Act" US Securities Act of 1933, as amended.
"VAT" (i) within the EU, any tax imposed by any EU member state in conformity with
the Directive of the Council of the European Union on the common system of
value added tax (2006/112/EC), and (ii) outside the EU, any tax corresponding
to, or substantially similar to, the common system of value added tax referred
to in paragraph (i) of this definition.
APPENDIX II - TERMS AND CONDITIONS OF THE PLACING
The terms and conditions contained in this Announcement (the "Terms and
Conditions") and the information comprising this Announcement are restricted
and are not for publication, release or distribution, in whole or in part,
directly or indirectly, in or into the United States of America, its states,
territories or possessions (the "United States" or the "US"), Canada,
Australia, Singapore, the Republic of South Africa, or Japan, or any other
state or jurisdiction in which such release, publication or distribution would
be unlawful. The Terms and Conditions and the information contained herein is
not intended to and does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person in
the United States, Canada, Australia, Singapore, the Republic of South Africa
or Japan, or any other state or jurisdiction in which such an offer would be
unlawful ("Restricted Jurisdiction").
Important information for invited Placees only regarding the Placing
Members of the public are not eligible to take part in the Placing. This
Announcement and the Terms and Conditions set out in this Appendix are for
information purposes only and are directed only at persons in Member States of
the EEA who are "qualified investors" in such Member State within the meaning
of Article 2(e) of the EU Prospectus Regulation or the United Kingdom within
the meaning of the UK Prospectus Regulation, ("Qualified Investors"). In
addition, in the United Kingdom, this Announcement and the Terms and
Conditions are directed only at: (i) Qualified Investors who have professional
experience in matters relating to investments falling within the meaning of
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "FPO"); (ii) Qualified Investors who
are high net worth companies, unincorporated associations or other bodies
within the meaning of Article 49(2)(a) to (d) of the FPO; and/or (iii) persons
to whom it may otherwise be lawfully communicated, (each, a "Relevant
Person"). No other person should act on or rely on this Announcement and
persons distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the Terms and Conditions, each Placee represents
and agrees that it is a Relevant Person. This Announcement and the Terms and
Conditions set out herein must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
Announcement and the Terms and Conditions set out herein relate is available
only to Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement does not itself constitute an offer for sale or subscription
of any securities in the Company.
The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold, taken up, resold, transferred or
delivered, directly or indirectly within, into or in the United States, except
pursuant to an applicable exemption from the registration requirements of the
US Securities Act and in compliance with the securities laws of any relevant
state or other jurisdiction of the United States. There will be no public
offer of the Placing Shares in the United States. The Placing Shares are being
offered and sold only outside the United States in "offshore transactions" as
defined in, and in accordance with Regulation S of the US Securities Act
("Regulation S").
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or any 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 the adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
This Announcement does not constitute an offer to sell or issue, or the
solicitation of an offer to buy or subscribe for, securities in any
jurisdiction in which such offer or solicitation is unlawful and, in
particular, is not for publication or distribution in or into the United
States, Canada, Australia, Singapore, the Republic of South Africa or Japan,
nor in any country or territory where to do so may contravene local securities
laws or regulations. The distribution of this Announcement (or any part of it
or any information contained within it) in other jurisdictions may be
restricted by law and therefore persons into whose possession this
Announcement (or any part of it or any information contained within it) comes
should inform themselves about and observe any such restriction. Any failure
to comply with these restrictions may constitute a violation of the securities
law of any such jurisdictions. The Placing Shares have not been and will not
be registered under the US Securities Act nor under the applicable securities
laws of any state of the United States or any province or territory of Canada,
Australia, Singapore, the Republic of South Africa or Japan or of any other
Restricted Jurisdiction. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered or sold
directly or indirectly in or into or from the United States, Canada,
Australia, Singapore, the Republic of South Africa or Japan or any other
Restricted Jurisdiction or to any resident of the United States, Canada,
Australia, Singapore, the Republic of South Africa or Japan or any other
Restricted Jurisdiction. No public offering of securities is being made in any
such jurisdiction.
The Placing Shares will not qualify for distribution under the relevant
securities laws of Australia, Canada, Japan, Singapore, the Republic of South
Africa or any other Restricted Jurisdiction, nor has any prospectus in
relation to the Placing Shares been lodged with or registered by, any
regulator or authority in Australia, Canada, Japan, Singapore, the Republic of
South Africa or any other Restricted Jurisdiction.
Each Placee should consult with its own advisers as to legal, tax, business,
financial and related aspects of a purchase of and/or subscription for the
Placing Shares.
Each Placee will be deemed to have read and understood this Announcement in
its entirety and to be making such offer on these Terms and Conditions, and to
be providing the representations, warranties, acknowledgements and
undertakings, contained in these Terms and Conditions. In particular each such
Placee represents, warrants and acknowledges to the Company and Cenkos
Securities that:
(a) it is a Relevant Person (as defined above) and
undertakes that it will purchase and/or subscribe for, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of its
business;
(b) it is acquiring the Placing Shares for its own account
or acquiring the Placing Shares for an account with respect to which it has
sole investment discretion and has the authority to make, and does make the
representations, warranties, indemnities, acknowledgments, undertakings and
agreements contained in this Announcement;
(c) in the case of any Placing Shares subscribed for by it
as a financial intermediary as that term is used in Article 5 of the EU
Prospectus Regulation or the UK Prospectus Regulation (as applicable), any
Placing Shares purchased and/or subscribed for by it in the Placing will not
be subscribed for and/or purchased on a non-discretionary basis on behalf of,
nor will they be subscribed for and/or purchased with a view to their offer or
resale to, persons in a Member State other than Qualified Investors or
Relevant Persons in the United Kingdom (as applicable), or in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale in the United Kingdom to Relevant Persons or in a Member State
to Qualified Investors, or in circumstances in which the prior consent of
Cenkos Securities has been given to each such proposed offer or resale;
(d) 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 Announcement; and
(e) it is not a "US Person" (as defined in, and in
accordance with Regulation S) and it, and any accounts it represents: (i) is,
or at the time the Placing Shares are acquired will be, outside the United
States and is not acquiring the Placing Shares for the account or benefit of
any US Person (as defined in, and in accordance with Regulation S of the US
Securities Act) or any other person located in the United States; (ii) is
acquiring the Placing Shares in an "offshore transaction" (as defined in, and
in accordance with Regulation S); and (iii) will not offer or sell, directly
or indirectly, any of the Placing Shares except in an "offshore transaction"
as defined in, and in accordance with Regulation S or in the United States
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements under the US Securities Act.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement,
of which these terms and conditions form part, should seek appropriate advice
before taking any action.
Neither Cenkos Securities nor any of its affiliates, agents, directors,
officers or employees, make any representation to any Placees regarding an
investment in the Placing Shares.
Introduction
Cenkos Securities may require a Placee to agree to such further terms and/or
conditions and/or give such additional warranties and/or representations
and/or undertakings as it (in its absolute discretion) sees fit and/or may
require any such Placee to execute a separate placing letter (for the purposes
of this Announcement, a "Placing Letter"). The terms of this Announcement
will, where applicable, be deemed to be incorporated into that Placing Letter.
Details of the Placing
Cenkos Securities has entered into the Placing Agreement with the Company,
under which Cenkos Securities has agreed, on the terms and subject to the
conditions set out therein, and undertaken to use its reasonable endeavours to
procure, as the Company's agent for the purpose of the Placing, subscribers
for the Placing Shares at the Placing Price.
The Placing is conditional upon, inter alia, Admission becoming effective and
the Placing Agreement not being terminated in accordance with its terms, as
detailed further below.
The Placing Shares are and will be credited as fully paid and will rank pari
passu in all respects with the existing issued Ordinary Shares, including the
right to receive all dividends and other distributions (if any) declared, made
or paid on or in respect of the Ordinary Shares after the date of issue of the
Placing Shares to the relevant Placees.
Application for admission to trading
Application has been or will be made to the London Stock Exchange for
Admission of the Placing Shares.
The Placing is conditional and is subject to, inter alia, Shareholder
approval at the General Meeting. Should the conditions not be satisfied,
Admission will not occur.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
No Prospectus
No offering document or prospectus has been or will be submitted to be
approved by the FCA or submitted to the London Stock Exchange in relation to
the Fundraising and/or the Placing Shares and no such prospectus is required
(in accordance with the UK Prospectus Regulation and/or the EU Prospectus
Regulation) to be published and Placees' commitments will be made solely on
the basis of the information contained in this Announcement released by the
Company today and subject to the further terms set forth in the trade
confirmation or contract note to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and all other publicly available information
previously or simultaneously published by the Company by notification to a
Regulatory Information Service or otherwise filed by the Company is
exclusively the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation, warranty, or
statement made by or on behalf of the Company, Cenkos Securities, or any other
person and none of the Company, Cenkos Securities or any of their respective
affiliates will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement
which the Placees may have obtained or received. 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.
Nothing in this paragraph should exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
Bookbuild
Cenkos Securities will today commence the bookbuilding process in respect of
the Placing (the "Bookbuild") to determine demand by Placees for participation
in the Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
Cenkos Securities and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their absolute
discretion, determine.
Participation in, and principal terms of, the Placing
1. Cenkos Securities (whether through itself or any of its affiliates) is
arranging the Placing as placing agent and broker of the Company for the
purpose of using its reasonable endeavours to procure Placees at the Placing
Price for the Placing Shares. Cenkos Securities is authorised and regulated in
the United Kingdom by the FCA and is acting exclusively for the Company and no
one else in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice in relation to
the matters described in the Announcement.
2. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by Cenkos Securities. Cenkos
Securities and/or its respective affiliates may participate in the Placing as
principals (and are entitled to enter bids as principal in the Bookbuild).
3. The Bookbuild will establish the number of Placing Shares to be issued
and will be agreed between Cenkos Securities and the Company following
completion of the Bookbuild in respect of the Placing Shares and will be
recorded in a term sheet entered into between them (the "Term Sheet"). The
number of Placing Shares to be issued and the Placing Price will be
announced on a Regulatory Information Service following completion of the
Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at Cenkos Securities.
Each bid should state the number of Placing Shares for which the prospective
Placee wishes to subscribe. Bids may be scaled down by Cenkos Securities on
the basis referred to in paragraph 13 below.
5. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Announcement and will be legally binding on the Placee on
behalf of which it is made and, except with Cenkos Securities' 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 Company and Cenkos Securities, to pay to them
(or as Cenkos Securities may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares that such Placee
has agreed to subscribe for and the Company has agreed to allot and issue to
that Placee. Each prospective Placee's obligations will be owed to the Company
and Cenkos Securities.
6. The Bookbuild in respect of the Placing is expected to close no later
than 7.00 a.m. on 9 June 2023, but the Bookbuild may be closed earlier or
later at the discretion of Cenkos Securities and the Company. Cenkos
Securities may, in agreement with the Company, accept bids, either in whole or
in part, that are received after the Bookbuild has closed.
7. This Announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
8. Each Placee's commitment will be made solely on the basis of the
information set out in Announcement. By participating in the Placing, Placees
will be deemed to have read and understood these Terms and Conditions and the
rest of this Announcement in its entirety and to be participating and making
an offer for the Placing Shares on these Terms and Conditions. Each Placee
will be deemed to have read and understood these Terms and Conditions in their
entirety and to be making such offer on the Terms and Conditions and to be
providing the representations, warranties and acknowledgements and
undertakings contained in these Terms and Conditions.
9. The Placing Price will be a fixed price of 3 pence per Placing Share.
10. An offer for Placing Shares, which has been communicated by a
prospective Placee to Cenkos Securities shall not be capable of withdrawal or
revocation without the consent of Cenkos Securities.
11. Each Placee's allocation will be confirmed to Placees orally or
in writing by Cenkos Securities as soon as practicable following the close of
the Bookbuild. The terms of this Announcement will be deemed incorporated by
reference therein. The oral or written 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 Cenkos Securities and the
Company, under which it agrees to subscribe for and/or acquire the number of
Placing Shares allocated to it at the Placing Price on the Terms and
Conditions set out in this Announcement and in accordance with the Company's
articles of association. Except as required by law or regulation, no press
release or other announcement will be made by Cenkos Securities, or the
Company using the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written consent.
12. Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Cenkos Securities as applicable, to pay in cleared funds
immediately on the settlement date, in accordance with the registration and
settlement requirements set out below, an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has agreed to take
up.
13. Cenkos Securities may choose to accept bids, either in whole or in
part, on the basis of allocations determined in agreement with the Company and
may scale down any bids for this purpose on such basis as it may determine.
Cenkos Securities may also, notwithstanding paragraphs 4 and 5 above, and
subject to prior agreement with the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after that time.
The Company reserves the right (upon agreement with Cenkos Securities) to
reduce or seek to increase the amount to be raised pursuant to the Placing at
its discretion.
14. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares under the Placing will
be required to be made at the times and on the basis explained below under
"Registration and settlement".
15. All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of, inter alia, the conditions
referred to below under "Conditions of the Placing" and to the Placing
Agreement not being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
16. By participating in the Bookbuild, each Placee will agree that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
17. To the fullest extent permissible by law, neither the Company, Cenkos
Securities, or any of their respective affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise) under these Terms and Conditions. In particular, neither of the
Company, Cenkos Securities, or any of their respective affiliates shall have
any liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of Cenkos Securities' conduct of the Bookbuild.
Each Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees, and Cenkos Securities shall
not have any liability to Placees for the failure of the Company to fulfil
those obligations.
18. Cenkos Securities shall, following consultation with, and on approval
of such allocations by, the Company, be entitled to allocate Placing Shares at
its discretion to Placees in respect of its allocation of Placing Shares.
Conditions of the Placing
Cenkos Securities' obligations under the Placing Agreement are conditional
on, inter alia:
(a) the Company procuring that the Circular is sent to each Shareholder who
is entitled to receive notice of the General Meeting subject to such
exceptions as are permitted by the Companies Act and the Company's articles of
association;
(b) Resolutions 1 to 3 at the General Meeting having been duly passed by the
requisite majority;
(c) the Company allotting, subject only to Admission, the Placing Shares and
the Subscription Shares in accordance with the Placing Agreement; and
(d) Admission of the Placing Shares taking place not later than 8.00 a.m. on
28 June 2023 (or such later date as the Company and Cenkos Securities may
agree being not later than 8.30 a.m. on 29 December 2023).
The Placing Agreement contains certain warranties and representations from the
Company and an indemnity from the Company for the benefit of Cenkos
Securities. The Placing Agreement contains certain conditions to be satisfied
(or, where permitted, waived or extended in writing by Cenkos Securities) on
or prior to Admission, including there having been no material adverse change,
the warranties being true and accurate and not misleading (in the opinion of
Cenkos Securities) and the performance by the Company of its obligations under
the Placing Agreement.
Neither the Company, the Directors, nor Cenkos Securities owes any fiduciary
duty to any Placee in respect of the representations, warranties, undertakings
or indemnities in the Placing Agreement.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or waived by Cenkos Securities by the
time or date where specified (or such later time or date as the Company and
Cenkos Securities may agree); 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.
Cenkos Securities may, in its absolute discretion, waive, or extend the period
for compliance with the whole or any part of any of the Company's obligations
in relation to the conditions in the Placing Agreement. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither Cenkos Securities nor the Company (as the case may be) shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the respective absolute discretion of Cenkos Securities.
Right to terminate under the Placing Agreement
Cenkos Securities may in its absolute discretion, at any time before Admission
terminate the Placing Agreement by giving notice to the Company, in certain
circumstances, including, inter alia:
(a) in the opinion of Cenkos Securities (acting in good faith), the
warranties given by the Company to Cenkos Securities are not true and accurate
or have become misleading (or would not be true and accurate or would be
misleading if they were repeated at any time before Admission) by reference to
the facts subsisting at the time when the notice referred to above is given;
(b) in the opinion of Cenkos Securities (acting in good faith), that any
statement made by the Company contained in the Placing Documents has become or
been discovered to be untrue, inaccurate or misleading in any material respect
or that there has been a material omission therefrom;
(c) in the opinion of Cenkos Securities (acting in good faith), the Company
fails to comply with any of its obligations under the Placing Agreement and
that failure is material in the context of the Fundraising and/or the Placing
Shares;
(d) in the opinion of Cenkos Securities (acting in good faith), there has
been a material adverse change in the business of the Group or in the
financial or trading position or prospects of the Group or the Company;
(e) any change, or development involving a prospective change, in national
or international, military, diplomatic, monetary, economic, political,
financial, industrial or market conditions or exchange rates or exchange
controls, or any incident of terrorism or outbreak or escalation of
hostilities or any declaration by the UK or the US of a national emergency or
war or any other calamity or crisis; a suspension of trading in securities
generally on the London Stock Exchange or New York Stock Exchange or trading
is limited or minimum prices established on any such exchange; declaration of
a banking moratorium in London or by the US federal or New York State
authorities or any material disruption to commercial banking or securities
settlement or clearance services in the US or the UK; which would or would be
likely in the opinion of Cenkos Securities (acting in good faith), to
materially prejudice the Company or the Placing or make the success of the
Placing doubtful or makes it impracticable or inadvisable to proceed with the
Placing, or render the creation of a market in the ordinary share capital of
the Company temporarily or permanently impracticable; or
(f) if either Hunch Ventures and Investment Private Limited, the Company
and/or Cenkos Securities terminates or rescinds the Subscription Agreement
made between them, as applicable.
The rights and obligations of the Placees shall terminate only in the
circumstances described in these Terms and Conditions and in the Placing
Agreement and will not be subject to termination by the Placee or any
prospective Placee at any time or in any circumstances. By participating in
the Placing, Placees agree that the exercise by Cenkos Securities of any right
of termination or other discretion under the Placing Agreement shall be within
the absolute discretion of Cenkos Securities, and that it need not make any
reference to Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or decision not to exercise. Placees will
have no rights against, Cenkos Securities, the Company, nor any of their
respective affiliates, directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GG00BKSH7R87)
following Admission will take place within CREST. Each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or contract
note stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee to Cenkos Securities (as agent
for the Company), as applicable, and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the CREST or certificated
settlement instructions that it has in place with Cenkos Securities.
The expected date of settlement in respect of the Placing Shares will be
communicated to you by Cenkos Securities and settlement will be in accordance
with the instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate from time to time of the Bank of England
as determined by Cenkos Securities.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Cenkos Securities may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for Cenkos Securities' account and benefit (as agent for the Company) as
applicable, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable and shall
indemnify Cenkos Securities (as agent for the Company) as applicable, on
demand for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares to Cenkos Securities, each Placee confers on Cenkos
Securities all such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which Cenkos Securities
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and Cenkos Securities, namely that, each Placee (and any person acting
on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription for and/or purchase of Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained in this
Announcement and herein and not in reliance on any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Company, the Placing or otherwise, other than
the information contained in this Announcement, and undertakes not to
redistribute or duplicate this Announcement or any part of it;
2. acknowledges that the content of this Announcement and, when
published, the Circular is exclusively the responsibility of the Company, and
that neither Cenkos Securities, nor its respective affiliates or any person
acting on its behalf has or shall have any liability for any information,
representation or statement contained in this Announcement and, when
published, the Circular or any information previously or concurrently
published by or on behalf of the Company, and will not be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this Announcement and, when
published, the Circular or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other information
given or representations, warranties or statements made by Cenkos Securities,
the Company, or any of their respective directors, officers or employees or
any person acting on behalf of any of them, or, if received, it has not relied
upon any such information, representations, warranties or statements
(including any management presentation that may have been received by any
prospective Placee or any material prepared by the research department of
Cenkos Securities (the views of such research departments not representing and
being independent from those of the Company and the corporate finance
department of Cenkos Securities, and not being attributable to the same), and
neither Cenkos Securities, nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied solely on its own investigation of
the business, financial or other position of the Company in deciding to
participate in the Placing and it will not rely on any investigation that
Cenkos Securities, its affiliates or any other person acting on its or its
behalf has or may have conducted;
3. acknowledges that neither Cenkos Securities, the Company nor any of
their respective affiliates or any person acting on behalf of any of them has
provided it, and will not provide it, with any material regarding the Placing
Shares or the Company other than this Announcement; nor has it requested any
of Cenkos Securities, the Company, their respective affiliates or any person
acting on behalf of any of them to provide it with any such information and
acknowledge that they have read and understood this Announcement;
4. acknowledges that no offering document or prospectus has been or will be
prepared in connection with the Placing and it has not received and will not
receive a prospectus or other offering document in connection with the
Placing;
5. represents and warrants that it has neither received nor relied on any
confidential price sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
6. acknowledges that Cenkos Securities has no duties or responsibilities to
it, or its clients, similar or comparable to the duties of "best execution"
and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's
Handbook of Rules and Guidance and that Cenkos Securities is not acting for
them or their clients and that Cenkos Securities will not be responsible for
providing protections to it, or its clients;
7. has the funds available to pay in full for the Placing Shares for
which it has agreed to subscribe and/or purchase
and that it will pay the total amount due by it in accordance with
the terms set out in this
Announcement and, as applicable, as set out in the trade settlement
or the contract note on the due time and date;
8. acknowledges that neither Cenkos Securities, nor any of their affiliates
or any person acting on behalf of Cenkos Securities or any such affiliate has
or shall have any liability for this Announcement and, when published, the
Circular, any publicly available or filed 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;
9. acknowledges that none of Cenkos Securities, the ultimate holding
company of Cenkos Securities nor any direct or indirect subsidiary
undertakings of such holding company, nor any of their respective directors
and employees shall be liable to Placees for any matter arising out of Cenkos
Securities' role as placing agent (where applicable) or otherwise in
connection with the Placing and that where any such liability nevertheless
arises as a matter of law each Placee will immediately waive any claim against
any of such persons which it may have in respect thereof;
10. understands, and each account it represents has been advised that: (i)
the Placing Shares have not been and will not be registered under the US
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and are being offered in a transaction not
involving any public offering in the United States; (ii) the Placing Shares
are being offered and sold pursuant to Regulation S under the US Securities
Act or in a transaction exempt from or not subject to the registration
requirements under the US Securities Act; and (iii) the Placing Shares may not
be reoffered, resold, pledged or otherwise transferred except in accordance
with Regulation S under the US Securities Act or pursuant to an exemption from
or in a transaction not subject to the registration requirements under the US
Securities Act;
11. represents and warrants that it is not a US Person (as defined in, and
in accordance with Regulation S) and that it, and any accounts it represents:
(i) is, or at the time the Placing Shares are acquired will be, outside the
United States and is not acquiring the Placing Shares for the account or
benefit of any US Person or any other person located in the United States;
(ii) is acquiring the Placing Shares in an "offshore transaction" (as defined
in, and in accordance with Regulation S); and (iii) will not offer or sell,
directly or indirectly, any of the Placing Shares except in an "offshore
transaction" as defined in, and in accordance with Regulation S or in the
United States pursuant to an exemption from, or in a transaction not subject
to, the registration requirements under the US Securities Act;
12. will not distribute, forward, transfer or otherwise transmit this
Announcement and, when published, the Circular, any information contained
within it or any other materials concerning the Placing (including any
electronic copies thereof), in or into the United States;
13. acknowledges that the offer of the Placing Shares may involve tax
consequences, and that the contents of this Announcement and, when published,
the Circular do not contain tax advice or information. The Placee acknowledges
that it must retain its own professional advisors to evaluate the tax,
financial and any and all other consequences of an investment in the Placing
Shares;
14. represents and warrants that it will notify any transferee to whom it
subsequently reoffers, resells, pledges or otherwise transfers the Placing
Shares of the foregoing restrictions on transfer and resale;
15. unless otherwise specifically agreed in writing with Cenkos Securities,
represents and warrants that neither it nor the beneficial owner of such
Placing Shares will be a resident of the United States, Canada, Australia,
Singapore, Japan or the Republic of South Africa or any Restricted
Jurisdiction;
16. acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of the United States, Canada,
Australia, Singapore, Japan or the Republic of South Africa or any Restricted
Jurisdiction, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly, within
those jurisdictions;
17. represents and warrants that the issue or transfer to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
18. represents and warrants that: (i) it has complied with its obligations
under the Criminal Justice Act 1993 and UK MAR; (ii) in connection with money
laundering and terrorist financing, it has complied with its obligations under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 (as
amended); and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 (as amended) or any
economic sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the U.S. Department of the Treasury;
(b) named on the Consolidated List of Financial Sanctions Targets maintained
by HM Treasury of the United Kingdom or who falls within regulations 16(1) -
(4F) of the Russia (Sanctions) (EU Exit) Regulations 2019 SI 2019/855, as
amended; or (c) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations and 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 Cenkos Securities such evidence, if any, as to the identity or
location or legal status of any person which Cenkos Securities may request
from it in connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by Cenkos Securities on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be purchased by
it or at its direction pursuant to the Placing being reduced to such number,
or to nil, as Cenkos Securities may decide in its sole discretion;
19. represents and warrants that it is acquiring the Placing Shares for its
own account or acquiring the Placing Shares for an account with respect to
which it has sole investment discretion and has the authority to make, and
does make the representations, warranties, indemnities, acknowledgments,
undertakings and agreements contained in this Announcement;
20. if it is a financial intermediary, as that term is used in Article 5 of
the Prospectus Regulation or the UK Prospectus Regulation (as applicable),
represents and warrants that the Placing Shares subscribed for and/or
purchased by it in the Placing will not be subscribed for and/or purchased on
a non-discretionary basis on behalf of, nor will they be acquired with a view
to their offer or resale to, persons in the United Kingdom or in a Member
State (as applicable) in circumstances which may give rise to an offer to the
public other than an offer or resale in the United Kingdom to Relevant Persons
or in a Member State to Qualified Investors, or in circumstances in which the
prior consent of Cenkos Securities has been given to each such proposed offer
or resale;
21. represents and warrants that it has not offered or sold and will not
offer or sell any Placing Shares to persons prior to Admission except to
persons whose ordinary activities involve them 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 in, and which
will not result in, an offer to the public in the United Kingdom, Switzerland
or a Member State;
22. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person;
23. represents and warrants that it has complied and will comply with all
applicable provisions of UK MAR with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom or the EEA (as applicable);
24. unless otherwise specifically agreed with Cenkos Securities in writing,
represents and warrants that if in a Member State, it is a Qualified Investor;
25. represents and warrants that, if in the United Kingdom, it is a
Relevant Person;
26. if the Placee is a natural person, such Placee is not under the age of
majority (18 years of age in the United Kingdom) on the date of such Placee's
agreement to subscribe for and/or purchase Placing Shares under the Placing
and will not be any such person on the date that such subscription and/or
purchase is accepted;
27. is aware of and acknowledges that it is required to comply with all
applicable provisions of FSMA with respect to respect to anything done by it
in, from or otherwise involving, the United Kingdom;
28. represents and warrants that it and any person acting on its behalf is
entitled to subscribe for and/or acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity and has
obtained all necessary consents and authorities and taken any other necessary
actions to enable it to commit to this participation in the Placing and to
perform its obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary consents
and authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
29. where it is subscribing for and/or acquiring Placing Shares for one or
more managed accounts, represents and warrants that it is authorised in
writing by each managed account: (a) to subscribe for and/or acquire the
Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Announcement, of which this Announcement forms part; and (c) to receive
on its behalf any investment letter relating to the Placing in the form
provided to it by Cenkos Securities;
30. undertakes that it (and any person acting on its behalf) will make
payment to Cenkos Securities for the Placing Shares allocated to it in
accordance with this Announcement, including this Appendix, on the due time
and date as will be notified to it by Cenkos Securities, failing which the
relevant Placing Shares may be placed with other parties or sold as Cenkos
Securities may in its sole discretion determine and without liability to such
Placee and it will remain liable and will indemnify Cenkos Securities on
demand for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the liability for
any stamp duty or stamp duty reserve tax or security transfer tax (together
with any interest or penalties due pursuant to or referred to in these Terms
and Conditions) which may arise upon the placing or sale of such Placee's
Placing Shares on its behalf;
31. acknowledges that none of Cenkos Securities, nor any of its affiliates,
or any person acting on behalf it, or any such affiliate, is making any
recommendations to it, 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
treated for these purposes as a client of Cenkos Securities, and that Cenkos
Securities has no duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
32. undertakes that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as the case may
be. Neither Cenkos Securities, nor the Company will 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 participate in the Placing and it agrees to indemnify the
Company and Cenkos Securities in respect of the same;
33. acknowledges that these Terms and Conditions and any agreements entered
into by it pursuant to these Terms and Conditions and any non-contractual
obligations arising out of or in connection with such agreement shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter (including non-contractual matters) arising out of
any such contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company and/or Cenkos Securities 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;
34. acknowledges that time shall be of the essence as regards to its
obligations pursuant to this Announcement;
35. agrees that the Company, Cenkos Securities and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to Cenkos Securities on its own behalf and on behalf of the Company and are
irrevocable and are irrevocably authorised to produce this Announcement and,
when published, the Circular, or a copy thereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby;
36. agrees to indemnify on an on demand, after-tax basis and hold, the
Company, Cenkos Securities and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Announcement and further agrees that the provisions of this Announcement
shall survive after completion of the Placing;
37. acknowledges that no action has been or will be taken by any of the
Company, Cenkos Securities, or any person acting on behalf of the Company and
Cenkos Securities that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
38. acknowledges that it has knowledge and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for and/or acquiring the Placing Shares. It
further acknowledges that it is experienced in investing in securities of this
nature and in this sector and is aware that it may be required to bear, and
it, and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in connection with
the Placing. It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
39. acknowledges that its commitment to subscribe for and/or purchase
Placing Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may in future
be made to the terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's conduct of the Placing;
40. acknowledges that Cenkos Securities or any of its affiliates acting as
an investor for its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such shares and may
offer or sell such shares other than in connection with the Placing;
41. represents and warrants that, if it is a pension fund or investment
company, its subscription and/or purchase of Placing Shares is in full
compliance with all applicable laws and regulation;
42. to the fullest extent permitted by law, it acknowledges and agrees to
the disclaimers contained in the Announcement, including this Appendix;
43. acknowledges that the allocation of Placing Shares (in respect of the
Placing shall be determined by Cenkos Securities after consultation with the
Company, and Cenkos Securities may scale back any placing commitment on such
basis as they may determine (which may not be the same for each Placee);
44. irrevocably appoints any Director and any director or duly authorised
employee or agent of Cenkos Securities to be its agent and on its behalf
(without any obligation or duty to do so), to sign, execute and deliver any
documents and do all acts, matters and things as may be necessary for, or
incidental to, its subscription for and/or purchase of all or any of the
Placing Shares allocated to it in the event of its own failure to do so;
45. the Company reserves the right to make inquiries of any holder of the
Placing Shares or interests therein at any time as to such person's status
under the U.S. federal securities laws and to require any such person that has
not satisfied the Company that holding by such person will not violate or
require registration under the U.S. securities laws to transfer such Placing
Shares or interests in accordance with the Articles (as amended from time to
time);
46. if it is acting as a "distributor" (for the purposes of UK MiFID
Product Governance Requirements):
(1) it acknowledges that the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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 and each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and determining
appropriate distribution channels;
(2) notwithstanding any Target Market Assessment undertaken it confirms
that, other than where it is providing an execution-only service to investors,
it has satisfied itself as to the appropriate knowledge, experience, financial
situation, risk tolerance and objectives and needs of the investors to whom it
plans to distribute the Placing Shares and that it has considered the
compatibility of the risk/reward profile of such Placing Shares with the end
target market; and
(3) it acknowledges that the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom; and
47. the Company and Cenkos Securities will rely upon the truth and accuracy
of the foregoing representations, warranties, undertakings and
acknowledgements. The Placee agrees to indemnify on an on demand, after-tax
basis and hold each of, the Company and Cenkos Securities and their respective
affiliates harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of any breach of the
representations, warranties, undertakings, agreements and acknowledgements in
this Announcement.
The representations, warranties, acknowledgments and undertakings contained in
this Announcement are given to Cenkos Securities and the Company (as the case
may be) and are irrevocable and shall not be capable of termination in any
circumstances.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription and/or purchase of a person for whom such Placee is contracting
as agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription and/or purchase by it and/or such
person direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed for and/or
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 relates to any other subsequent dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which
neither the Company, nor Cenkos Securities will be responsible, and the Placee
to whom (or on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an on demand, after-tax basis
and to hold harmless the Company and Cenkos Securities in the event that any
of the Company and/or Cenkos Securities has incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each Placee should
seek its own advice and notify Cenkos Securities accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription and/or purchase by them of any Placing Shares or the agreement by
them to subscribe for and/or purchase any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Cenkos Securities owes no fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in the Placing
Agreement.
When a Placee or person acting on behalf of the Placee is dealing with Cenkos
Securities, any money held in an account with Cenkos Securities 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. Consequently,
this money will not be segregated from Cenkos Securities money in accordance
with the client money rules and will be used by Cenkos Securities in the
course of its own business and the Placee will rank only as a general creditor
of Cenkos Securities.
All times and dates in this Announcement may be subject to amendment. Cenkos
Securities shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
Supply and disclosure of information
If Cenkos Securities or the Company or any of their respective agents request
any information about a Placee's agreement to subscribe for and/or acquire
Placing Shares under the Placing, such Placee must promptly disclose it to
them and ensure that such information is complete and accurate in all
respects.
Miscellaneous
The rights and remedies of Cenkos Securities and the Company under these
Terms and Conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
On application, if a Placee is an individual, that Placee may be asked to
disclose in writing or orally his or her nationality. If a Placee is a
discretionary fund manager, that Placee may be asked to disclose in writing or
orally the jurisdiction in which its funds are managed or owned. All documents
provided in connection with the Placing will be sent at the Placee's risk.
They may be sent by post to such Placee at an address notified by such Placee
to Cenkos Securities.
Each Placee agrees to be bound by the Articles (as amended from time to time)
once the Placing Shares which the Placee has agreed to subscribe for and/or
acquire pursuant to the Placing have been acquired by the Placee. The contract
to subscribe for and/or acquire Placing Shares under the Placing and the
appointments and authorities mentioned in this Announcement will be governed
by, and construed in accordance with, the laws of England and Wales. For the
exclusive benefit of Cenkos Securities and the Company, each Placee
irrevocably submits to the jurisdiction of the courts of England and Wales and
waives any objection to proceedings in any such court on the ground of venue
or on the ground that proceedings have been brought in an inconvenient forum.
This does not prevent an action being taken against a Placee in any other
jurisdiction.
In the case of a joint agreement to subscribe for and/or acquire Placing
Shares under the Placing, references to a Placee in these Terms and Conditions
are to each of the Placees who are a party to that joint agreement and their
liability is joint and several.
Cenkos Securities and the Company expressly reserve the right to modify the
Placing (including, without limitation, its timetable and settlement) at any
time before allocations are determined. The Placing is subject to the
satisfaction of the conditions contained in the Placing Agreement and to
the Placing Agreement not having been terminated.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEEASKPEAEDEFARecent news on Mercantile Ports & Logistics
See all newsREG - Mercantile Ports&Log - Notice of GM and Related Party Transaction
AnnouncementREG - Mercantile Ports&Log - Update on Debt
AnnouncementREG - Mercantile Ports&Log - Update on Debt
AnnouncementREG - Mercantile Ports&Log - Update on Delhi High Court Interim Order
AnnouncementREG - Mercantile Ports&Log - Full Year Results
Announcement