REG - Mirriad Advertising - Proposed fundraise of £1.5m and JV
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RNS Number : 5131I Mirriad Advertising PLC 13 May 2025
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THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("EUWA")) ("MAR"). IN
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13 May 2025
Mirriad Advertising plc
("Mirriad" or the "Company")
Proposed fundraise of a minimum of £1.5 million and proposed joint venture
Mirriad Advertising plc (AIM: MIRI), a leading in-content advertising and
virtual product placement ("VPP") company, announces its intention to conduct
a conditional fundraising (the "Placing") to raise a minimum of £1.5 million
through a placing of a minimum of 15,000,000,000 new ordinary shares of
£0.00001 each in the capital of the Company ("Ordinary Shares") to new and
existing institutional investors ("Placees") at an issue price of 0.01 pence
per new Ordinary Share (the "Issue Price").
In addition to the Placing, it is proposed that there will be a separate
conditional retail offer to existing shareholders via the Winterflood Retail
Access Platform ("WRAP") to raise up to approximately £0.2 million (before
expenses) at the Issue Price (the "WRAP Retail Offer" and, together with the
Placing, the "Fundraise"). The WRAP Retail Offer will provide existing retail
shareholders in the Company an opportunity to participate in the Fundraise. A
separate announcement will be made shortly by the Company regarding the WRAP
Retail Offer and its terms.
Those investors who subscribe for new Ordinary Shares pursuant to the WRAP
Retail Offer (the "Retail Offer Shares") will do so pursuant to the terms and
conditions of the WRAP Retail Offer contained in that announcement.
The Company is also pleased to announce that it has entered into non-binding
heads of terms ("HoTs") with a US tech company (the "JV Partner") which,
subject to entering into a formal joint venture agreement (the "JV
Agreement"), will acquire the exclusive right to market VPP to Mirriad's
existing US media partners in return for a one-off £0.2 million payment (the
"JV Contribution") and a revenue share. Completion of the Fundraise is
conditional on entry into the JV Agreement and receipt of the JV Contribution
in escrow.
Fundraise highlights
· Placing to raise a minimum of £1.5 million (before expenses) via
the issue of a minimum of 15,000,000,000 new Ordinary Shares (the "Placing
Shares"). The Placing will be undertaken by way of an accelerated bookbuild
(the "Bookbuild") which will be launched immediately following this
Announcement and will be made available to new and existing institutional
investors. The final number of Placing Shares will be agreed at the close of
the Bookbuild and the result will be announced as soon as practicable
thereafter. The timing for close of the Bookbuild is subject to Allenby
Capital's discretion, in consultation with the Company, although it is
envisaged that the Bookbuild will be closed no later than 8.00 a.m. tomorrow,
14 May 2025, The Placing is not being made available to the public and is only
available in the United Kingdom to Relevant Persons (as defined below).
· WRAP Retail Offer to existing shareholders in the Company to
raise up to a further £0.2 million via the issue of new Ordinary Shares (the
"Retail Offer Shares" and, together with the Placing Shares, the "New Ordinary
Shares") at this Issue Price;
· The Issue Price represents a discount of approximately 63.6% to
the closing mid-market price of an Ordinary Share on 12 May 2025.
· Any shareholder or shareholders acting in concert with one
another will be permitted to participate in the Fundraise only to the extent
such participation will not result in such shareholder(s) requiring a Rule 9
waiver for the purposes of the City Code on Takeovers and Mergers.
· The Fundraise is wholly conditional upon, inter alia, the
passing of resolutions at a general meeting of the Company to authorise the
Directors of Mirriad ("Directors" or "Board") to grant authority to allot the
New Ordinary Shares and to disapply pre-emption rights on the issue of such
New Ordinary Shares (the "Resolutions"), to be put to holders of Ordinary
Shares ("Shareholders") at a general meeting of the Company (the "General
Meeting"). The Fundraise is also conditional upon, inter alia, entry into the
JV Agreement and receipt of the JV Contribution in escrow.
· The General Meeting is to be held at the offices of Haynes and
Boone CDG, LLP, 1 New Fetter Lane, London EC4A 1AN at 10 a.m. on 2 June 2025
and a circular, including a notice of General Meeting, is expected to be sent
to Shareholders on or before 16 May 2025.
· Subject, inter alia, to the passing of the Resolutions, is
expected that admission of the New Ordinary Shares to trading on AIM
("Admission") will become effective and that dealings in the New Ordinary
Shares will commence on or around 4 June 2025.
· The Placing is not being underwritten by Allenby Capital.
In the event that the Fundraise does not complete in full, and the Company is
unable to secure alternative sources of funding, the Directors believe that it
is unlikely that the Company will be able to continue as a going concern and
it is highly likely that the Directors would (in order to fulfil their duties
to the Company's creditors and to other applicable stakeholders) seek to place
the Company into administration. Any such proceeding would be likely to result
in little or no value for Shareholders and Shareholders may lose all or a
substantial portion of their investment.
These possibilities are considered to be realistic, not remote.
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing and
further information relating to the Placing and any participation in the
Placing that is described in Appendices I, II and III to this Announcement
(which form part of this Announcement).
The terms and conditions of the Bookbuild are set out in Appendix I at the end
of this Announcement.
The timetable for the Fundraise is set out in Appendix II.
Defined terms used in this Announcement and the Appendices are set out in
Appendix III.
Enquiries:
Mirriad Advertising plc c/o Allenby
Stephan Beringer, Chief Executive Officer
Nic Hellyer, Chief Financial Officer
Nominated Adviser, Broker and Bookrunner Tel: +44 (0)20 3328 5656
Allenby Capital Limited
James Reeve/Lauren Wright/Daniel Dearden-Williams (Corporate Finance)
Guy McDougall/Matt Butlin (Sales and Corporate Broking)
Notes to Editors:
This announcement is made in accordance with the Company's obligations under
Article 17 of MAR and the person responsible for arranging for the release of
this announcement on behalf of Mirriad is Nic Hellyer, Chief Financial
Officer.
Background to and reasons for the Fundraise
Since its admission to AIM in 2017, Mirriad has made significant progress in
building a leading virtual product placement ("VPP") and in-content
advertising solution that virtually integrates brands into entertainment
content, and which has demonstrated the ability to drive improved performance
for advertisers and improve the viewing experience.
The Company had established relationships with a number of major US media
companies and had intended that these partners' sales resources would drive
VPP sales to their advertisers. However, due to unexpected headwinds within
the wider US advertising industry, revenue generation from these partners was
delayed beyond that anticipated at the time of the Company's fundraise in May
2024. Accordingly, the Company has entered into the non-binding HoTs with a US
tech company which, subject to entering into the JV Agreement, will acquire
the exclusive right to market VPP to Mirriad's existing US media partners in
return for a one-off payment and a revenue share as detailed further below.
The Company will continue operations outside the US in line with the revised
strategy as set out in more detail below.
The Board remains confident in the long-term prospects of the business whilst
recognising the risks associated with the next phase of Mirriad's strategy.
However, Mirriad remains largely dependent on the ability to access further
capital to fund its ongoing working capital requirements. Accordingly, the
Company is proposing to undertake the Fundraise, together with implementing a
significant reduction to its cost base and changes to its operating model, as
detailed below, in order to enable the Company to continue to trade as a going
concern.
Current trading
On 7 January 2025, Mirriad announced a trading update for the year ended 31
December 2024 and on 1 May 2025, the Company provided an update on trading in
Q1 2025. Revenue for the first quarter of 2025 was approximately £80,000 and
as at 31 March 2025, cash was £2.7 million.
The Company's core geographic markets are the USA and EMEA. In the US, the
Company is revising its strategy through the proposed joint venture, as
detailed further below. In EMEA, performance continues to strengthen with
returning clients generating repeat business. Several growth initiatives are
underway in the region, including the expanded RTL Ad Alliance partnership
announced on 9 April 2025. Mirriad is in discussions in relation to a proposed
services agreement with a leading Middle East-based broadcast and streaming
company which has worked with the Company previously. Whilst the contract is
yet to be signed, the Company is seeking to secure guaranteed minimum volumes
of work and the Directors project that this could result in potential revenues
of c. USD400,000 per year.
Proposed cost reductions
The Company's current operating cost base is approximately £650,000-675,000
per month. Subject to the completion of the Fundraise, the Directors have
identified cost saving measures to reduce the monthly cost base to
approximately £250,000. The Company currently employs approximately 60 staff
and the planned cost savings would primarily be achieved through a c. 40%
reduction in staff numbers, with the majority of headcount reduction being
implemented in the UK and US. It is intended that the majority of the Indian
team would be retained as that team has been recently restructured. The
Directors also believe that software and licencing costs (due to reduced
headcount, hosting services and project costs) can be reduced by c. £45,000
per month.
Revised strategy
The Board's revised strategic plan is to seek to move media content clients to
a white label/license offering. This will allow them to present the Mirriad
platform as an 'in-house' product and should enable Mirriad to integrate its
VPP product into their existing infrastructure for transactions, enabling more
seamless buys and better packaging opportunities for brands. It should also
speed up approvals for content and campaign processes as the platform would no
longer be considered third-party.
Partners would be incentivised to transition to integrating the Mirriad
product in this way by offering a discounted SaaS cost-model for campaigns
thus enacted (typically via a small fixed retainer plus a decreased revenue
share and minimal fixed production cost per campaign). The lower cost base
under this model would also enable Mirriad to access greater scale of content
through enabling work on lower value content on partners' advertising and
subscription-based video on demand online services.
The Company will also increasingly focus on delivering predominantly signage
integrations (i.e. inserting image on billboards/signs as opposed to placement
of products such as bottles or packaging) which offer greater efficiencies in
both automated analysis process and campaign work-flow delivery. This enables
either a higher profit margin, or the ability to provide a low-cost solution
to clients and thus access to content opportunities which would otherwise be
too low-value for Mirriad and/or its partners to take to market. Signage
integrations also allow Mirriad clients more streamlining with the approvals
process as they avoid the requirement of 'talent approval' or pre-approval of
placeholder scenes where signage has been earmarked. Many of these benefits
have already been demonstrated through a focus on signage in campaigns with
major buying clients across Europe and the Middle East.
Proposed management changes
As part of the cost rationalisation exercise, and conditional on completion of
the Fundraise, Stephan Beringer will step down as CEO of the Company and Louis
Wakefield will be appointed as CEO designate, subject to the completion of
customary director due diligence for the purpose of the AIM Rules. Louis has
been with Mirriad for six years and is currently Head of European Sales
overseeing the strong growth the region has seen over the last three years,
driving this through increased sales, onboarding new key partners, and the
strategic restructuring of contracts with other key partners such as major
broadcasters RTL.
It is also anticipated that two of the Company's non-executive directors will
step down from the Board to further reduce costs. In order to further preserve
cash, the Directors intend to issue substantial share option grants to all
remaining board members and UK staff, to motivate and retain them, conditional
on completion of the Fundraise. Exact details of the grants to be made are
still to be determined.
Shareholders should be aware that the resolutions must be passed by
Shareholders at the General Meeting in order for the Fundraise to proceed. If
the Resolutions are not passed, the Fundraise will not complete.
Shareholders should be aware that if the Fundraise does not complete and in
the absence of an alternative injection of capital taking place in the
immediate term, the Directors must consider the interests of creditors and in
order to minimise any loss to creditors, the directors would have no option
but to commence the process of placing the Company into administration.
Proposed joint venture
On 11 May 2025, the Company entered into non-binding HoTs with the JV Partner.
The HoTs indicate the parties' intention to enter into a formal joint venture
agreement and set out proposed terms for such agreement. It is intended that
the JV Partner will be granted the exclusive right to market, sell and
otherwise trade with the Company's sell-side media partners in the United
States. Mirriad would be entitled to a share of the resulting revenue. Under
the proposed terms of the JV Agreement as summarised in the HoTs, the JV
Partner would take on certain of Mirriad's US overheads remaining after the
restructuring. The JV Partner is expected to deposit the JV Contribution in
escrow, pending entry into the JV Agreement and completion of the Fundraise.
Use of proceeds
The net proceeds receivable by the Company pursuant to the Placing, being a
minimum of approximately £1.5 million, together with the Company's existing
cash resources, will be used to fund approximately £0.87 million of one-off
costs associated with the cost cutting measures set out above, as well as for
general working capital purposes to pursue the revised operating strategy.
The Board considers that the net proceeds of the placing, together with
Mirriad's existing cash balance, payment of the accrued R&D tax credit for
the year ended 31 December 2024 in line with the usual timetable, and subject
to receipt of the £0.2 million JV Contribution, will provide the Company with
a cash runway of not less than 12 months. This assumes that Mirriad is able to
achieve cash receipts from sales of not less than £1.2 million in the 12
months ending May 2026.
As is usual for the Company at this stage of the year, there is limited
visibility over future revenue prospects and there can be no guarantees that
these revenues will be achieved; however, based on the current pipeline, the
Board is confident that this revenue target is achievable.
Details of the Placing
The Company proposes to raise a minimum of approximately £1.5 million via the
issue of Placing Shares at the Issue Price. The Placing is conditional on,
inter alia, the passing of the Resolutions at the General Meeting, entry into
the JV Agreement with the JV Partner and receipt of the JV Contribution in
escrow. The Placing is also conditional on, inter alia, admission of the
Placing Shares to trading on AIM and the Placing Agreement not being
terminated prior to Admission.
The Placing Shares, when issued and fully paid, will rank pari passu in all
respects with the existing Ordinary Shares in issue and therefore will rank
equally for all dividends or other distributions declared, made or paid after
the issue of the Placing Shares.
Allenby Capital has entered into a Placing Agreement with the Company pursuant
to which Allenby Capital has, on the terms and subject to the conditions set
out therein, undertaken to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price. The Placing Agreement
contains certain warranties and indemnities from the Company in favour of
Allenby Capital. The Placing is not being underwritten by Allenby Capital or
any other person. Allenby Capital has the right to terminate the Placing
Agreement in certain circumstances prior to Admission in particular, in the
event of a material breach of the warranties given by the Company or a
material adverse change affecting the business, financial trading position or
prospects of the Group as a whole.
The Placing Shares have not been made available to the public and have not
been offered or sold in any jurisdiction where it would be unlawful to do so.
Further details of the Placing are included in Appendix I (Terms and
Conditions of the Placing) to this Announcement,
Details of the WRAP Retail Offer
The WRAP Retail Offer will open at 7:05 a.m. on 14 May 2025 and be closed at
4:30 p.m. on 15 May 2025. Conditional upon, inter alia, completion of the
Placing and the passing of the Resolutions, up to 2,000,000,000 Retail Offer
Shares will be issued through the WRAP Retail Offer at the Issue Price to
raise gross proceeds of up to £0.2 million (before expenses).
Pursuant to the terms of the WRAP Retail Offer, the Company will make the WRAP
Retail Offer to holders of existing holders of Ordinary Shares resident in the
United Kingdom and only through financial intermediaries via the WRAP. Those
investors who subscribe for new Ordinary Shares pursuant to the WRAP Retail
Offer will do so pursuant to the terms and conditions of the WRAP Retail Offer
contained in the WRAP Retail Offer Announcement. The WRAP Retail Offer is not
subject to any minimum fundraising. The WRAP Retail Offer will be conditional
on completion of the Placing. The Placing is not conditional upon the WRAP
Retail Offer and, for the avoidance of doubt, the WRAP Retail Offer does not
form part of the Placing. Allenby Capital is not acting for the Company with
respect to the Retail Offer.
The Retail Offer Shares, when issued and fully paid, will rank pari passu in
all respects with the existing Ordinary Shares and the Placing Shares.
Admission to trading on AIM
Application will be made to the London Stock Exchange plc for the Placing
Shares and Retail Offer Shares to be admitted to trading on AIM. Subject to
the passing of the Resolutions at the General Meeting, is currently
anticipated that Admission will become effective and that dealings in the
Placing Shares and Retail Offer Shares will commence on AIM at 8.00 a.m. on or
around 4 June 2025.
Notice of General Meeting
A circular including a notice convening a General Meeting of the Company, to
be held at the offices of Haynes and Boone CDG, LLP at 1 New Fetter Lane,
London EC4A 1AN at 10.00 a.m. on 2 June 2025 is expected to be sent to
Shareholders on or before 16 May 2025. At the General Meeting, Shareholders
will be asked to consider resolutions which, if approved, will provide the
Directors with the authority and power to allot and disapply statutory
pre-emption rights in relation to each of the Placing Shares and Retail Offer
Shares.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN MIRRIAD ADVERTISING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF MIRRIAD ADVERTISING PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO
THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING IS BEING MADE IN THE UNITED STATES.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO: (A) FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC.") OF THE ORDER; OR (2) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL
TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA) (THE "UNITED STATES" ) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES
ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S
UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED
STATES OR ELSEWHERE.
The distribution of this Announcement and/or the issue of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, Allenby Capital or any of their respective affiliates,
agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offering of the New Ordinary Shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession
this Announcement comes are required by the Company and Allenby Capital to
inform themselves about, and to observe, such restrictions. Any failure to
comply with this restriction may constitute a violation of the securities laws
of such jurisdictions. Persons needing advice should consult an independent
financial adviser.
This Announcement and/or any part of it is for information purposes only and
does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States, Australia, Canada, the Republic of South Africa or Japan
or any other jurisdiction in which the same would be unlawful. No public
offering of the New Ordinary Shares is being made in any such jurisdiction.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA.
All offers of the New Ordinary Shares in the United Kingdom will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section 21(1) of
the FSMA does not require the approval of the relevant communication by an
authorised person.
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South African
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares and the New Ordinary Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares
may not (unless an exemption under the relevant securities laws is applicable)
be offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so would be unlawful.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing by making an oral, electronic
or written and legally binding offer to acquire Placing Shares will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in
Appendix I (Terms and Conditions of the Placing). Members of the public are
not eligible to take part in the Placing and no public offering of Placing
Shares is being or will be made.
This Announcement contains inside information for the purposes of Article 7 of
MAR. In addition, market soundings (as defined in MAR) were taken in respect
of certain of the matters contained within this Announcement, with the result
that certain persons became aware of such inside information (as defined in
MAR). Upon the publication of this Announcement via a Regulatory Information
Service, those persons that received such inside information in a market
sounding are no longer in possession of such inside information.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty or other assurance, express or implied,
is or will be made by Allenby Capital, or by any of its Representatives as to
or in relation to, the contents, accuracy or completeness of this Announcement
or any other written or oral information made available to any interested
person or its advisers, and any liability therefore is expressly disclaimed.
None of the information in this Announcement has been independently verified
or approved by Allenby Capital or any of its Representatives. Save for any
responsibilities or liabilities, if any, imposed on Allenby Capital by FSMA or
`by the regulatory regime established under it, no responsibility or liability
is accepted by Allenby Capital or any of its Representatives for any errors,
omissions or inaccuracies in such information or opinions or for any loss,
cost or damage suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in connection
with this Announcement or from any acts or omissions of the Company in
relation to the Fundraising.
Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting solely for the Company and no-one else in connection with
the Placing and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the transactions and
arrangements described in this Announcement. Neither Allenby Capital nor any
of its Representatives are responsible to anyone other than the Company for
providing the protections afforded to clients of Allenby Capital or for
providing advice in connection with the contents of this Announcement or for
the transactions, arrangements or any other matters referred to herein.
Allenby Capital's responsibilities as Mirriad's nominated adviser under the
AIM Rules for Nominated Advisers are owed solely to the Exchange and are not
owed to Mirriad or to any director of Mirriad or to any other person.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of applicable laws of other jurisdictions.
Cautionary statements
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, cost cutting
strategy, objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of
similar meaning. By their nature, all forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances which
are beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions; market-related risks
such as fluctuations in interest rates and exchange rates; the policies and
actions of governmental and regulatory authorities; the effect of competition,
inflation, deflation; the timing effect and other uncertainties of future
acquisitions, joint ventures or combinations within third parties or within
relevant industries; the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate; the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit; a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of and replacement of key personnel. As a result, the actual future
financial condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made.
The information contained in this Announcement is subject to change without
notice and except as required by applicable law or regulation (including to
meet the requirements of the AIM Rules, MAR, the Prospectus Regulation Rules
and/or FSMA), the Company and Allenby Capital expressly disclaim any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statements are based.
Statements contained in this Announcement regarding past trends or activities
should not be taken as representation that such trends or activities will
continue in the future. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is 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 years would necessarily match
or exceed the historical published earnings per share of the Company. Any
indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decisions to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by Allenby Capital.
Each investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data described in
this Announcement and publicly available information. The price and value of
securities can go down as well as up.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Neither the content of the Company's website (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.
Information to Distributors (UK)
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and/or any equivalent requirements
elsewhere to the extent determined to be applicable, and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements
and/or any equivalent requirements elsewhere to the extent determined to be
applicable) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all permitted distribution channels (the "UK 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 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, Allenby Capital 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 Chapters 9A or 10A respectively of COBS; 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 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE
TERMS AND CONDITIONS SET OUT HEREIN (THE "TERMS AND CONDITIONS") ARE FOR
INFORMATION ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO: (A) FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC.") OF THE ORDER; OR (2) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL
TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THE ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THE ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THE ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE
TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH
ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW
ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS DOCUMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES. THE PLACING
SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of the Announcement and/or the issue of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, Allenby Capital or any of their respective affiliates,
agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offering of the New Ordinary Shares
or possession or distribution of the Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession the
Announcement comes are required by the Company and Allenby Capital to inform
themselves about, and to observe, such restrictions. Any failure to comply
with this restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an independent
financial adviser.
The Announcement and/or any part of it is for information purposes only and
does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States, Australia, Canada, the Republic of South Africa or Japan
or any other jurisdiction in which the same would be unlawful. No public
offering of the New Ordinary Shares is being made in any such jurisdiction.
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of the Announcement. Any representation to the contrary is a
criminal offence in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South African
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares and the New Ordinary Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares
may not (unless an exemption under the relevant securities laws is applicable)
be offered, sold, resold or delivered, directly or indirectly, in or into,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so would be unlawful.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process which has determined that the Placing Shares are: (i)
compatible with an end target market of: (A) retail investors; (B) investors
who meet the criteria of professional clients; and (C) eligible counterparties
(each as defined in MiFID II (as defined below)); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(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 offer. Furthermore, it
is noted that, notwithstanding the UK Target Market Assessment, Allenby
Capital 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 an assessment of suitability or
appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook, or a recommendation to any investor
or group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares. Each distributor is responsible
for undertaking its own target market assessment in respect of the Placing
Shares and determining appropriate distribution channels.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of the
Announcement should seek appropriate advice before taking any action.
The Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of the Announcement.
Introduction
These Terms and Conditions apply to persons making an offer to acquire Placing
Shares under the Placing. Each Placee which confirms its agreement to Allenby
Capital to subscribe for Placing Shares under the Placing hereby agrees with
Allenby Capital and the Company that it will be bound by these Terms and
Conditions and will be deemed to have accepted them in full.
Persons who are invited to and who choose to participate in the Placing, by
making a legally binding offer to acquire the Placing Shares, including any
individuals, funds or others on whose behalf a commitment to acquire the
Placing Shares is given, will be deemed: (i) to have read and understood the
Announcement in its entirety and, in particular, the information provided in
the "Important Notices" section of the Announcement; and (ii) to be
participating in the Placing and making such an offer to acquire the Placing
Shares on the terms and conditions, and to be providing (and shall only be
permitted to participate in the Placing on the basis that they have provided)
the representations, warranties, acknowledgements and undertakings, contained
in this Appendix II.
Unless otherwise stated, defined terms used in this Appendix II have the
meaning set out in Appendix III.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular each such Placee irrevocably confirms, represents, warrants,
agrees, acknowledges and undertakes to Allenby Capital and the Company that:
1. it is and, at the time the Placing Shares are acquired, it
will be outside the United States and is acquiring the Placing Shares in an
"offshore transaction" in accordance with Regulation S under the Securities
Act ("Regulation S"); and
2. it is acquiring beneficial interests in the Placing Shares
for its own account; if acquiring the Placing Shares for the account of one or
more other persons, it has sole investment discretion with respect to each
such account and full power and authority to make the representations,
warranties, agreements and acknowledgements herein on behalf of each such
account; and
3. it is acquiring the Placing Shares for its own account or
it is acquiring the Placing Shares for an account with respect to which it has
authority to exercise, and is exercising, sole investment discretion and has
authority to make and does make the confirmations, representations,
warranties, indemnities, acknowledgments, undertakings and agreements
contained in the Announcement; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix II; and
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) and agrees to
comply with the resale and transfer restrictions set out in these Terms and
Conditions; and
6. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any of the Placing Shares that are
allocated to it for the purposes of its business, and
7. the Company and Allenby Capital will rely on the truth and
accuracy of the foregoing representations, warranties and acknowledgements.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix (or
the Announcement of which it forms part) should seek appropriate advice before
taking any action. Persons into whose possession the Announcement are required
by the Company and Allenby Capital to inform themselves about, and to observe,
any such restrictions.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with Allenby Capital and the Company to be
bound by these terms and conditions as being the terms and conditions upon
which the Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if Allenby Capital confirms to such Placee its
allocation of the Placing Shares.
Upon being notified of its allocation of the Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Issue Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
Timetable for the Placing
Various dates referred to in the Announcement are stated on the basis of the
expected timetable for the Placing which is detailed in Appendix II to the
Announcement under the heading "Expected timetable of principal events". It is
possible that some of these dates may be changed.
Details of the Placing, the Placing Agreement and the Placing Shares
This Appendix II gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Allenby Capital and the Company have today entered into the Placing Agreement
under which, subject to the terms and conditions set out in that agreement,
Allenby Capital has agreed to use its reasonable endeavours, as agent for and
on behalf of the Company, to procure Placees who will (subject to the
satisfaction or (where capable of waiver) waiver of the conditions contained
in the Placing Agreement) subscribe for the Placing Shares at the Issue Price.
The Placing is not being underwritten.
The Placing is conditional on, inter alia, the passing of the Resolutions at
the General Meeting, entry into the JV Agreement with the JV Partner and
receipt of the JV Contribution in escrow. The Placing is also conditional on,
inter alia, Admission and the Placing Agreement not being terminated prior to
Admission.
The Placing Shares will, when issued, be subject to the articles of
association of the Company (the "Articles"), be credited as fully paid and
will on Admission rank pari passu in all respects with the existing Ordinary
Shares, including, without limitation, the right to receive all dividends and
other distributions declared, paid or made in respect of such existing
Ordinary Shares after the dates of issue of such Placing Shares.
Applications for admission to trading
Applications will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
Subject to the conditions for the Placing being met, it is expected that
admission of the Placing Shares will take place on or before 8.00 a.m. on 4
June 2025 and that dealings in the Placing Shares on AIM will commence at the
same time.
Lock up
As part of the Placing, the Company has (other than in relation to the issue
of the Retail Offer Shares) agreed that it will not issue or sell any Ordinary
Shares for a period of 90 days after Admission without the prior written
consent of Allenby Capital (such consent not to be unreasonably withheld or
delayed). This agreement is subject to certain customary exceptions and does
not prevent the grant or exercise of options under any of the Company's
existing share incentives and share option schemes, or following Admission the
issue by the Company of any Ordinary Shares upon the exercise of any right or
option or the conversion of a security already in existence.
Bookbuild
Allenby Capital will today commence an accelerated bookbuilding process (the
"Bookbuild") to determine demand for participation in the Placing by potential
Placees. The Bookbuild will open with immediate effect and is expected to
close later today, but, in any event, not later than 8.00 a.m. tomorrow
morning.
The price per Placing Share (the "Issue Price") is fixed at 0.01 pence and is
payable to Allenby Capital (as agent for the Company) by all Placees whose
bids are successful. The number of Placing Shares to be issued will be
agreed between Allenby Capital and the Company following completion of the
Bookbuild. The Company will then release an announcement through a Regulatory
Information Service confirming the number of Placing Shares to be issued and
the amount to be raised under the Placing (such announcement being the
"Placing Results Announcement").
Allenby Capital and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
No commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing
To bid in the Bookbuild, Placees should communicate their bid by telephone or
email to their usual sales contact at Allenby Capital. Each bid should state
the number of Ordinary Shares which a Placee wishes to acquire at the Issue
Price.
Allenby Capital is arranging the Placing within the UK as agent for and on
behalf of the Company. Participation in the Placing will only be available to
Placees who may lawfully be, and are, invited to participate by Allenby
Capital. Allenby Capital and any of its affiliates (as defined below) are
entitled to enter bids in the Bookbuild. However, the Placing is not being
underwritten by Allenby Capital and it shall not be obliged to underwrite any
of the Placing Shares or to subscribe for any of the Placing Shares.
The Bookbuild is expected to close no later than 8.00 a.m. on 14 May 2025 but
may be closed earlier or later subject to the agreement of Allenby Capital and
the Company. Allenby Capital may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed. The Company reserves the
right (subject to the agreement of Allenby Capital) to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its discretion.
Following, amongst other things, the close of the Bookbuild, the Company will
release the Placing Results Announcement detailing the aggregate number of the
Placing Shares to be issued.
Allenby Capital will determine in its absolute discretion, after reasonable
consultation with the Company, the extent of each Placee's participation in
the Placing, which will not necessarily be the same for each Placee. No
element of the Placing will be underwritten. A Placee's commitment to acquire
a fixed number of Placing Shares under the Placing will be agreed orally or by
email with Allenby Capital as agent of the Company (the "Trade Confirmation").
The Trade Confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a Placee) to
subscribe for the number and proportion of Placing Shares allocated to it at
the Issue Price on the terms and conditions set out in this Appendix II and in
accordance with the Articles. For the avoidance of doubt, the Trade
Confirmation constitutes each Placee's irrevocable legally binding agreement,
subject to the conditions being satisfied and the Placing Agreement not having
been terminated, to pay the aggregate settlement amount for the Placing Shares
to be subscribed for by that Placee regardless of the total number and
proportion of Placing Shares (if any) subscribed for by any other investor(s).
Allenby Capital reserves the right to scale back the number of Placing Shares
to be subscribed by any Placee in the event of an oversubscription under the
Placing. Allenby Capital also reserves the right not to accept offers for
Placing Shares or to accept such offers in part rather than in whole.
On the assumption that the conditions set out in the Placing Agreement in
respect of Admission are satisfied (or waived) and that the Placing Agreement
does not lapse and is not terminated in accordance with its terms on or prior
to Admission, each Placee will be required to pay to Allenby Capital, on the
Company's behalf, the Issue Price for each Placing Shares agreed to be
acquired by it under the Placing in accordance with the terms set out herein.
Each Placee's obligation to acquire and pay for the Placing Shares under the
Placing will be owed to Allenby Capital and the Company. Following the Trade
Confirmation, each Placee has an immediate, separate, irrevocable and binding
obligation, owed to Allenby Capital (as agent for the Company), to pay to it
(or as it may direct) in cleared funds an amount equal to the product of the
Issue Price and the number of Placing Shares for which such Placee has agreed
to subscribe. Allenby Capital shall not be obliged to make any payment to the
Company in respect of a subscription obligation of any Placee.
The price of securities and income from them may go down as well as up and
investors may not get back the full amount on disposal of the securities.
Allenby Capital and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Save in the event of fraud on its part (and to the fullest extent permitted by
law and applicable rules of the FCA (the "FCA Rules")), none of: (i) Allenby
Capital; (ii) any of Allenby Capital's Representatives; or (iii) to the extent
not contained within (i) - (ii), any person connected with Allenby Capital as
defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and
individually an "affiliate"), shall have any liability to any Placee or to any
person (whether acting on behalf of a Placee or otherwise) other than the
Company in respect of the Placing or in respect of its conduct of the
Bookbuild or of any alternative method that they may adopt for carrying out
the Placing, and where any such liability nevertheless arises as a matter of
law, each Placee shall immediately waive any claim which it may have against
any affiliate in respect thereof.
Any indication in the Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in the Announcement is intended to be a profit
forecast and no statement in the Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
Except as required by law or regulation, no press release or other
announcement will be made by Allenby Capital 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.
Irrespective of the time at which a Placee's participation in the Placing is
confirmed, settlement for all Placing Shares to be subscribed for pursuant to
the Placing will be required to be made at the same time as other Placees
under the Placing, on the basis explained below under 'Registration and
settlement'.
Completion of the Placing will be subject to the fulfilment of the conditions
referred to below under 'Conditions of the Placing' and to the Placing not
being terminated on the basis referred to below under 'Right to terminate
under the Placing Agreement'. In the event that the Placing Agreement is not
entered into or does not otherwise become unconditional in any respect or,
after having been entered into, is terminated, the Placing will not proceed
and all funds delivered by the Placee to Allenby Capital in respect of the
Placee's participation will be returned to the Placee at the Placee's risk
without interest.
By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not otherwise be capable of rescission or termination
by the Placee.
By participating in the Placing, each Placee will be deemed to have read and
understood the Announcement in their entirety and to be participating in the
Placing upon the terms and conditions contained in this Appendix II, and to be
providing the confirmations, representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in this Appendix
II.
Conditions of the Placing
The Placing is, and the obligations of Allenby Capital under the Placing
Agreement are, conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Placing is conditional upon, amongst other things:
i. in the opinion of Allenby Capital (acting in good faith),
none of the warranties contained in the Placing Agreement that are given by
the Company being untrue, inaccurate or misleading on and as of the date of
the Placing Agreement nor ceasing to be true and accurate or having become
misleading as at Admission, with reference to the facts and circumstances
which shall then exist;
ii. Admission having become effective in accordance with the
AIM Rules by no later than 8:00 a.m. on 4 June 2025 (or such other time and/or
date as may be agreed between the Company and Allenby Capital, not being later
than 8:00 a.m. on 18 June 2025);
iii. the Company having complied with its obligations under
the Placing Agreement to the extent that the same fall to be performed prior
to Admission;
iv. the entry by the Company and the JV Partner into the JV
Agreement and receipt of the JV Contribution in escrow, as summarised in the
Announcement, ahead of the General Meeting;
v. the passing of the Resolutions at the General Meeting (or
at any adjournment thereof) without any amendment; and
vi. the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not satisfied (or waived, if capable of waiver); or
(ii) have become incapable of being satisfied on or before Admission and/or
have not been waived; or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the Placee's
rights and obligations in relation to the Placing Shares shall cease and
determine at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee is acting)
in respect thereof.
All obligations assumed by the Placee under the terms and conditions of the
Placing are given to Allenby Capital, in its capacity as agent for the Company
and are therefore directly enforceable by the Company.
By accepting the Placing Shares, each Placee irrevocably agrees that: (i) the
Company and Allenby Capital may jointly, in their absolute discretion, and
upon such terms as they think fit exercise the right to extend the time for
fulfilment of any of the conditions to the Placing Agreement expressed to be
capable of waiver or extension (provided that such extension will not extend
later than 18 June 2025); (ii) that Allenby Capital may, where capable of
waiver, waive, in whole or in part, fulfilment of certain of the conditions to
the Placing Agreement and may terminate the Placing Agreement in certain
circumstances prior to Admission, in each case without consulting with any
Placee; and (iii) neither Allenby Capital, nor any of its affiliates shall
have any liability (whether in contract, tort or otherwise) 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. Any such extension or waiver
will not affect the Placees' commitments as set out in this Appendix II. If
there is any change to the timetable Placees will be notified at the first
practicable opportunity.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under 'Right to terminate under the Placing Agreement' below and will not be
capable of rescission or termination by the Placee.
Right to terminate under the Placing Agreement
The Placing Agreement contains certain undertakings and warranties given by
the Company for the benefit of Allenby Capital and indemnities given by the
Company relating to certain potential liabilities of Allenby Capital. In
addition, Allenby Capital has certain rights to terminate the Placing
Agreement at any time prior to Admission if, amongst other things, there has,
in the opinion of Allenby Capital, been a breach of warranty given to it or an
event of force majeure that is material in the context of the Placing.
Following Admission, the Placing Agreement is not capable of termination to
the extent that such termination provisions relate to the Placing.
Upon termination of the Placing Agreement, the Placing will not occur and the
parties to the Placing Agreement shall be released and discharged (except for
any liability arising before or in relation to such termination) from their
respective obligations under or pursuant to the Placing Agreement, subject to
certain exceptions.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, each Placee agrees with the Company and
Allenby Capital that the exercise by the Company or Allenby Capital of any
right of termination or other right or discretion under the Placing Agreement
shall be within the absolute discretion of the Company or Allenby Capital and
that neither the Company nor Allenby Capital need make any reference to
Placees and that none of the Company, Allenby Capital nor any of their
respective Representatives shall have any liability to Placees whatsoever in
connection with any such exercise or failure to exercise. Each Placee further
agrees that they will have no rights against Allenby Capital, the Company or
any of their respective directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by Allenby Capital of a Trade
Confirmation (as defined below) or other (oral or written) confirmation
confirming each Placee's allocation and commitment in the Placing.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No offering document,
prospectus or admission document has been, or will be, submitted to or be
approved by the FCA (or any other authority) or submitted to the London Stock
Exchange in relation to the Placing, the Placing Shares and/or Admission and
no such prospectus is required to be published in the United Kingdom or any
equivalent document in any other jurisdiction.
Placees' commitments will be made solely on the basis of: (i) the information
contained in the Announcement; (ii) any information publicly announced through
a Regulatory Information Service by or on behalf of the Company on or prior to
the date of the Announcement; and (iii) the business and financial information
that the Company is required to publish in accordance with the AIM Rules and
MAR (together, the "Publicly Available Information"), and subject to the
further terms set forth in the relevant Trade Confirmation (as defined below)
or other (oral or written) confirmation to be provided by Allenby Capital to
individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Announcement is exclusively the responsibility of the Company and confirms to
each of Allenby Capital and the Company that it has neither received nor
relied on any other information (other than the Publicly Available
Information), representation, warranty or statement made by or on behalf of
the Company, Allenby Capital or any other person. None of the Company, Allenby
Capital, nor any of their respective Representatives or affiliates or any
other person will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement
which the Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in the Placing.
No Placee should consider any information in the Announcement to be legal, tax
or business advice. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares and Retail Offer Shares
following Admission will take place within the system administered by CREST,
subject to certain exceptions. Settlement will be on a delivery versus payment
basis.
However, in the event of any material issues with the CREST system that
results in failure in the admission of the Placing Shares to CREST or the use
of CREST in relation to the Placing, the Company and Allenby Capital may agree
that the Placing Shares should be issued in certificated form. Allenby Capital
and the Company reserve the right to require settlement for the Placing
Shares, and delivery of the Placing Shares to Placees, by such other means as
they deem necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
Participation in the Placing is only available to persons who are invited to
participate in it by Allenby Capital.
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally or in writing with Allenby Capital. Such
agreement will constitute a legally binding commitment on such Placee's part
to acquire that number of Placing Shares at the Issue Price on the terms and
conditions set out or referred to in this Appendix II and subject to the
Articles.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a trade confirmation via email, or will be sent
another (oral or written) confirmation, stating the number of Placing Shares
allocated to it at the Issue Price and the aggregate amount owed by such
Placee to Allenby Capital and, either in the same communication or a separate
communication, settlement instructions (the "Trade Confirmation"). The terms
of this Appendix II will be deemed incorporated in such Trade Confirmation or
other (oral or written) confirmation.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with Allenby
Capital. Settlement for the Placing Shares will be through Allenby Capital
against CREST participant account: 789/Member Account ID: ALLENB. For the
avoidance of doubt, Placing allocations will be booked with a trade date of 2
June 2025. The settlement date for the Placing Shares will be 4 June 2025.
Each of the dates set out in this paragraph are subject to amendment at the
absolute discretion of Allenby Capital. Allenby Capital shall notify the
Placees and any person acting on behalf of the Placees of any such changes.
Interest is chargeable in respect of payments not received for value on the
due date in accordance with the arrangements set out above at the rate of 2
percentage points above the prevailing Sterling Overnight Index Average as
determined by Allenby Capital.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Allenby Capital: 789
Member Account ID: ALLENB
Expected trade date: 2 June 2025
Settlement Date (Placing Shares): 4 June 2025
ISIN code for the Placing Shares: GB00BF52QY14
Deadline for Placee to input instructions into CREST: 12.00 p.m. on 3 June 2025
Whilst Allenby Capital does not believe there to be any liability to stamp
duty or stamp duty reserve tax in respect of the allocation, allotment, issue,
sale, transfer or delivery of the Placing Shares, should any such stamp duty
or stamp duty reserve tax be payable (or, for the avoidance of doubt, if any
stamp duty or stamp duty reserve tax is payable in connection with any
subsequent transfer or agreement to transfer Placing Shares), it shall be
entirely for the Placee's account and neither the Company nor Allenby Capital
will have any liability in respect thereof.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Allenby Capital may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Company's account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by it and may
be required to bear any stamp duty or stamp duty reserve 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,
such Placee confers on Allenby Capital all such authorities and powers
necessary to carry out such sale and agrees to ratify and confirm all actions
which Allenby Capital lawfully takes in pursuance of such sale.
If the Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the Trade Confirmation is copied and
delivered immediately to the relevant person within that organisation. Insofar
as the 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. Placees will not be entitled to receive any fee or commission in
connection with the Placing. 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 confirms, acknowledges, undertakes, represents,
warrants and agrees (for itself and for any such prospective Placee) with the
Company and Allenby Capital (in its capacity as broker and placing agent of
the Company in connection with the Placing), in each case as a fundamental
term of the Placee's application for the Placing Shares, as follows:
1. it has read and understood the Announcement in its entirety
and acknowledges and agrees that its participation in the Placing and its
subscription for Placing Shares will be subject to the terms, conditions,
confirmations, representations, warranties, acknowledgments, agreements and
undertakings and other information contained herein and to the provisions of
the Placing Agreement and the Articles in force both before and immediately
after Admission, and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Placing, the Company, the
Placing Shares or otherwise, other than the information contained in the
Announcement and the Publicly Available Information;
2. its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
3. that its commitment to acquire the Placing Shares on the
terms set out herein and in the Announcement and the Trade Confirmation or
other form of confirmation will continue notwithstanding any amendment that
may in future be made to the terms and conditions of the Placing and Placees
will have no right to be consulted or require that their consents be obtained
with respect to the Company's or Allenby Capital's conduct of the Placing;
4. that the exercise by Allenby Capital of any rights or
discretion under the Placing Agreement shall be within the absolute discretion
of Allenby Capital and Broker need not have any reference to the Placee and
shall have no liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and that it has no rights against
Allenby Capital or the Company, or any of their respective Representatives
under the Placing Agreement pursuant to the Contracts (Rights of Third Parties
Act) 1999;
5. that it is not relying on any information or representation
or warranty in relation to the Company or any of its subsidiaries or any of
the Placing Shares other than as contained in the Announcement; and that
neither the Company, Allenby Capital nor any of their respective
Representatives will have any liability for any such other information or
representation;
6. that it has relied on its own assessment and investigation
of the business, financial or other position of the Company, the Placing
(including its terms and conditions) and the Placing Shares, satisfied itself
that the information is still current and relied on that investigation in
determining whether to participate in the Placing, and (a) has satisfied
itself concerning legal, regulatory, tax, business, currency, financial and
other economic considerations in connection herewith to the extent it deems
necessary; (b) had access to review Publicly Available Information concerning
the Company that it considers necessary or appropriate and sufficient in
making an investment decision and to determine whether to participate in the
Placing; (c) reviewed such information as it believes necessary or appropriate
in connection with its subscription of the Placing Shares; and (d) made its
investment decision based solely upon its own judgment, due diligence and
analysis and not upon any view expressed or information provided by or on
behalf of Allenby Capital, the Company or any other person otherwise than as
set out in the Announcement;
7. the Ordinary Shares are admitted to trading on AIM, and
that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and MAR, which includes
a description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is able to obtain
or access such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
8. that it understands and agrees that it may not rely, and
has not relied, on any investigation that Allenby Capital, any of its
respective affiliates or any person acting on their behalf, may or may not
have conducted with respect to the Company, the Placing Shares or the Placing,
and that none of Allenby Capital, the Company, any of their respective
Representatives and/or affiliates, or any person acting on behalf of them has
provided, and will not provide, any material regarding the Placing Shares, the
Bookbuild, the Placing or the Company (other than the Announcement and the
Publicly Available Information);
9. that none of Allenby Capital, the Company, nor any of their
respective Representatives and/or affiliates nor any person acting on behalf
of any of them, 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 a client of Allenby Capital for the purposes of the Placing;
10. that neither Allenby Capital nor any of its Representatives
and/or affiliates and/or any person acting on behalf of any of them have any
duties or responsibilities to it or, as the case may be, its clients similar
or comparable to the duties of "best execution" and "suitability" imposed by
the FCA's Conduct of Business Source Book ("COBS"); that Allenby Capital is
not acting for it or its clients; and that Allenby Capital will not be
responsible for providing protections afforded to its clients or for providing
advice in relation to the transactions described in the Announcement nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor the exercise or performance of Allenby
Capital's rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
11. accordingly, it acknowledges and agrees that it will not
hold Allenby Capital or any of its respective affiliates or any person acting
on their behalf responsible or liable for any misstatements in or omission
from any Publicly Available Information relating to the Company or information
made available (whether in written or oral form) in presentations or as part
of roadshow discussions with investors relating to the Company (the
"Information") and that neither Allenby Capital nor its Representatives and/or
affiliates nor any person acting on behalf of Allenby Capital makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for any of such
Information;
12. that neither Allenby Capital, nor the Company, nor any of
their respective Representatives and/or affiliates nor any person acting on
behalf of any of them has or shall have any liability for any Publicly
Available Information or any representation, warranty or statement, express or
implied, relating to the Company or the Group contained therein or otherwise,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;
13. it is not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be, a national
or resident of the United States, Australia, Canada, the Republic of South
Africa or Japan (each a "Restricted Jurisdiction") or a corporation,
partnership or other entity organised under the laws of a Restricted
Jurisdiction or of any jurisdiction which would be unlawful and that it will
not offer, sell, renounce, transfer or deliver directly or indirectly any of
the Placing Shares (or any part thereof) in a Restricted Jurisdiction or any
jurisdiction where to do so would be unlawful or any person resident in a
Restricted Jurisdiction or in any jurisdiction where to do so would be
unlawful and it acknowledges and agrees that the Placing Shares (or any part
thereof) have not been and will not be registered under the Securities Act or
with any securities regulatory authority of any state or jurisdiction of the
United States, or the relevant securities legislation of any Restricted
Jurisdiction and therefore Placing Shares (or any part thereof) may not be
offered for sale, and may not be, directly or indirectly, offered, sold,
renounced, transferred or delivered, in or into a Restricted Jurisdiction or
their respective territories and possessions, or in any jurisdiction which to
do would be unlawful unless pursuant to a relevant exemption;
14. it will not distribute, forward, transfer or otherwise
transmit the Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
15. it understands that: (i) the Placing Shares are "restricted
securities" within the meaning of Rule 144(a)(3) of the Securities Act and
will be subject to restrictions on resale and transfer (ii) no representation
is made as to the availability of any exemption under the Securities Act for
resales or transfers of Placing Shares;
16. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except: (i) pursuant to a registration statement
that has been declared effective under the Securities Act or (ii) pursuant to
an exemption from registration under the Securities Act, if available, and in
each case in accordance with all applicable securities laws of the states of
the United States and other jurisdictions;
17. it is not located in the United States at the time the buy order is originated and it represents it is not taking up the Placing Shares as a result of any "directed selling efforts" (as defined in Regulation S);
18. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at the time
the undertaking to subscribe for the Placing Shares is given;
19. it acknowledges and agrees that its purchase of the Placing
Shares does not trigger, in the jurisdiction in which it is resident or
located: (i) any obligation to prepare or file a prospectus or similar
document or any other report in respect to such purchase; (ii) any disclosure
or reporting obligation of the Company; or (iii) any registration or other
obligation on the part of the Company, but that if required by applicable
securities laws or as otherwise reasonably requested by the Company, the
Placee will execute, deliver and file and otherwise assist the Company in
filing reports, questionnaires, undertakings and other documents with respect
to the issue of the Placing Shares;
20. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions which apply to it and that: (i) it has fully observed
such laws and regulations; (ii) it has obtained all necessary capacity,
consents and authorities (regulatory or otherwise) to enable it to give its
commitment to subscribe for the Placing Shares and to perform its subscription
obligations; (iii) it has complied with all necessary formalities and has not
taken any action which will or may result in the Company or Allenby Capital or
any of their respective Representatives acting in breach of any regulatory or
legal requirements of any territory in connection with the Placing or its
acceptance of the Placing Shares; and (iv) its commitment constitutes a valid
and binding obligation on it;
21. in making any decision to subscribe for the Placing Shares,
it confirms: (i) it has such knowledge and experience in financial, business,
tax and international investment matters as to be capable of evaluating the
merits and risks of its investment in the Placing Shares; (ii) it is
experienced in investing in securities of this nature in this sector and is
aware that it may be required to bear, and is able to bear the economic risk
of participating in the Placing for an indefinite period of time; (iii) is
able to sustain a complete loss of such investment in the Placing Shares; (iv)
it will not look to Allenby Capital for all or part of any such loss it may
suffer; and (v) has no need for liquidity with respect to its investment in
the Placing Shares. It further confirms that it relied on 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;
22. if it has received any inside information about the Company
(for the purposes of the MAR and section 56 of the Criminal Justice Act 1993
or other applicable law) in advance of the publication of the Announcement, it
warrants that it has received such information within the market soundings
regime provided for in Article 11 of MAR and has not: (i) dealt (or attempted
to deal) in the securities of the Company or cancelled or amended a dealing in
the securities of the Company; (ii) encouraged, recommended or induced another
person to deal in the securities of the Company or to cancel or amend an order
concerning the Company's securities; or (iii) unlawfully disclosed such
information to any person, prior to the information being made publicly
available;
23. that: (i) it is acting as principal only in respect of the
Placing and has the power and authority to carry on the activities in which it
is engaged, to subscribe for the Placing Shares and to execute and deliver all
documents necessary for such subscription; and/or (ii) if it is acting as
fiduciary or agent for any other person: (A) it is duly authorised to do so
and has full power to make the acknowledgements, representations and
agreements herein on behalf of each such person; and (B) it is and will remain
liable to the Company and/or Allenby Capital for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person). Each Placee agrees that the provisions of
this paragraph shall survive the resale of the Placing Shares by or on behalf
of any person for whom it is acting;
24. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its shares in
accordance with the Articles and any relevant rules or legislation;
25. if within the United Kingdom, it represents and warrants
that it is a Qualified Investor as defined in Article 2(e) of the UK
Prospectus Regulation and is a person: (i) having professional experience in
matters relating to investments who falls within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii) who falls
within Article 49(2)(a) to (d) of the Order ("high net worth companies,
unincorporated associations, etc") or (iii) to whom the Announcement may
otherwise lawfully be communicated;
26. it acknowledges and agrees that the Announcement has not
been approved by Allenby Capital in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion by an
authorised person;
27. that it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares (or any part thereof)
that are allocated to it for the purposes of its business;
28. that it understands that any investment or investment
activity to which the Announcement relates is available only to Relevant
Persons, that consequently engagement in respect of the Placing will only be
with Relevant Persons, and that it understands that the Announcement must not
be acted upon or relied upon by persons who are not Relevant Persons;
29. if in the United Kingdom, unless otherwise agreed by Allenby
Capital, it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of COBS and it is acquiring Placing Shares for
investment only and not with a view to resale or distribution;
30. it is not, nor is it acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986 (depositary receipts and clearance services);
31. that no instrument under which it acquires the Placing
Shares (whether as principal, agent or nominee) will be subject to stamp duty
or stamp duty reserve tax at the increased rates referred to in sections 67 or
93 (Depository Receipts) or section 70 or 96 (Clearance Services) of the
Finance Act 1986 and that it is not participating in the Placing as nominee or
agent for any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability;
32. 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 Allenby Capital 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 ("Indemnified Taxes"). 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 Allenby Capital on an after-tax basis in
respect of the any Indemnified Taxes on the basis that the Placing Shares will
be allotted to the CREST stock account of Allenby Capital who will hold them
as nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
33. that it irrevocably appoints any duly authorised officer of
Allenby Capital as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares offered
to it by Allenby Capital upon the terms of the Announcement;
34. that its CREST member account identified in its reply to any
Trade Confirmation returned by it is not marked;
35. that its obligations will be owed severally to the Company
and Allenby Capital and acknowledges that it has an immediate, separate,
irrevocable and binding obligation, owed to Allenby Capital, to pay to Allenby
Capital (or as it may direct) in cleared funds an amount equal to that shown
in the Trade Confirmation;
36. that it (and any person acting on its behalf) has the funds
available to pay for, and undertakes to make payment in respect of the Placing
Shares allocated to it, in accordance with the terms and conditions of the
Announcement at the due time and date set out herein (unless otherwise agreed
with Allenby Capital), failing which the relevant Placing Shares may be placed
with other persons or sold as Allenby Capital may in its sole discretion
determine in which case the Placee shall remain liable for any amount by which
the net proceeds of such sale falls short of the product of the Issue Price
and the number of Placing Shares allocated to it and may be required to bear
any stamp duty, stamp duty reserve tax or other similar taxes (together with
any interest, fines or penalties) which may arise upon the sale of such
Placee's Placing Shares;
37. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of or in connection with any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or Allenby Capital 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;
38. time is of the essence as regards its obligations under this
Appendix II;
39. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to Allenby Capital;
40. Allenby Capital may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit;
41. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it is acting in
concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
42. that the Company and Allenby Capital and their respective
Representatives and/or affiliates will rely upon the truth and accuracy of the
confirmations, representations, warranties, acknowledgements, agreements and
undertakings set out herein which are given to Allenby Capital each on its own
behalf and on behalf of the Company and which are irrevocable and it
irrevocably authorises the Company and Allenby Capital to produce the
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein. It agrees that if any of
the acknowledgments, representations, warranties and agreements made in
connection with its subscription for and/or acquisition of the Placing Shares
are no longer accurate, it shall promptly notify the Company and Allenby
Capital;
43. it is aware of, has complied with and will continue to
comply with any obligations it has under the FCA's Money Laundering Rules, the
Criminal Justice Act 1993, Proceeds of Crime Act 2002 (as amended), MAR, FSMA,
the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations") to the
extent applicable to it and in respect of its subscription for the Placing
Shares: (i) it has complied fully with its obligations pursuant to the Money
Laundering Regulations; (ii) it will provide Allenby Capital on demand with
any information it may require for the purposes of verification under the
Money Laundering Regulations; and (iii) that if it is making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Money
Laundering Regulations;
44. it is not a person or entity, nor are any of its directors
or officers nor, to the knowledge of it are, any employees, agent, or
affiliate or other person associated with or acting on behalf of any it a
person with whom transactions are prohibited under the US Foreign Corrupt
Practices Act of 1977 or currently the subject or the target of any sanctions
administered or enforced by the U.S. Government, (including, without
limitation the Office of Foreign Assets Control of the United States
Department of the Treasury or the U.S. Department of State and including,
without limitation, the designation as a "specially designated national" or
"blocked person"), the United Nations Security Council, the European Union,
His Majesty's Treasury, or other relevant sanctions authority (collectively,
"Sanctions"), nor is it located, organised or resident in a country, region or
territory that is the subject or the target of Sanctions, including, without
limitation, the Crimea Region of Ukraine, the so-called Donetsk People's
Republic, the so-called Luhansk People's Republic, Cuba, Iran, North Korea,
Russia, Sudan and Syria (each, a "Sanctioned Country");
45. that to ensure compliance with the FCA's Money Laundering
Rules, the Terrorism Act 2000, the Money Laundering Regulations and Sanctions
(as applicable), Allenby Capital may (for itself and as agent on behalf of the
Company) or the Company's registrars, in their absolute discretion, require
verification of Placees' identity to the extent that it has not already
provided the same. Pending the provision to Allenby Capital or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Allenby Capital's absolute
discretion or delivery of the Placing Shares to it in uncertificated form may
be delayed at Allenby Capital's or the Company's registrars', as the case may
be, absolute discretion. If within a reasonable time after a request for
verification of identity Allenby Capital (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, Allenby Capital and/or the Company may, each in their
absolute discretion, terminate the proposed issue of Placing Shares to the
Placee in which event the monies payable on acceptance of the allotment will,
if paid, be returned without interest to the account of the drawee bank from
which they were originally debited. No Placing Shares will be placed with a
Placee if before Admission, its acceptance of any Placing Shares is rejected
pursuant to the Money Laundering Regulations;
46. that it understands the Placing Shares will be issued
subject to the terms and conditions of this Appendix II;
47. that it has complied and will comply with all applicable laws
with respect to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom (including all relevant provisions
of the MAR and the FSMA in the United Kingdom);
48. that it will not make any offer to the public of those
Placing Shares (or any part thereof) to be subscribed by it for the purposes
of the UK Prospectus Regulation;
49. that it will not distribute any document relating to the
Placing Shares (or any part thereof) and it will be subscribing for the
Placing Shares for its own account as principal or for a discretionary account
or accounts (as to which it has full power and authority to make the
acknowledgments, representations and agreements herein on behalf of each such
account) for investment;
50. that the Announcement does not constitute an offer to sell,
or the solicitation of an offer to buy, Placing Shares (or any part thereof)
in any jurisdiction in which such an offer or solicitation is unlawful. It
acknowledges and agrees that the Placing Shares (or any part thereof) have not
been and will not be registered or qualified for sale under the securities
laws of any Restricted Jurisdiction or any other jurisdiction where to do so
would be unlawful. The Placing Shares (or any part thereof) may not be sold
within or to persons who are nationals of or are resident in or who are
corporations or other entities organised under the laws of Restricted
Jurisdictions or any jurisdiction where to do so would be unlawful unless
pursuant to a relevant exemption. Each Placee agrees not to distribute the
Announcement in or into any Restricted Jurisdictions or any jurisdiction where
to do so would be unlawful;
51. the terms and conditions contained in this Appendix II and
all documents into which this Appendix II is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing Shares
pursuant to the Bookbuild and/or the Placing and all non-contractual or other
obligations arising out of or in connection with them, will be governed by and
construed in accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim, dispute or matter
arising out of such contract (including any dispute regarding the existence,
validity or termination or such contract or relating to any non-contractual or
other obligation arising out of or in connection with such contract), except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with interest chargeable thereon) may be taken by
the Company or Allenby Capital 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;
52. if the investor is a natural person, such investor is not
under the age of majority (18 years of age in the United Kingdom) on the date
of such investor's agreement to subscribe for the Placing Shares under the
Placing and will not be any such person on the date any such Placing is
accepted;
53. that information provided by it to the Company and the
Registrar will be stored on the Company's and/or the Registrars' computer
system(s). It acknowledges and agrees that for the purposes of the Data
Protection Act 1998 and the General Data Protection Regulation (EU) 2016/679
as it forms part of the law of England and Wales by virtue of section 3 of the
European Union (Withdrawal) Act 2018 and all other relevant data protection
legislation and regulations which may be applicable to the Company (the "Data
Protection Law"), the Company and the Registrars are required to specify the
purposes for which they will hold personal data. The Company and the
Registrars will only use such information for the purposes set out below
(collectively, the "Purposes"), being to:
i. process its personal data (including sensitive personal
data) as required by or in connection with its holding of Ordinary Shares,
including processing personal data in connection with credit and money
laundering checks on it;
ii. communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Ordinary Shares;
iii. provide personal data to such third parties as the
Company or the Registrars may consider necessary in connection with its
affairs and generally in connection with its holding of Ordinary Shares or as
the Data Protection Law may require, including to third parties outside the
United Kingdom or the EEA;
iv. without limitation, provide such personal data to the
Company or Allenby Capital for processing, notwithstanding that any such party
may be outside the United Kingdom or a member state of the EEA; and
v. process its personal data for the Company's or Registrars'
internal administration; and
54. that it has obtained the consent of any data subjects to the
Registrars and the Company and their respective associates holding and using
their personal data for the Purposes (including the explicit consent of the
data subjects for the processing of any sensitive personal data for the
purpose set out in paragraph 48 above). For the purposes of the Announcement,
"data subject", "personal data" and "sensitive personal data" shall have the
meanings attributed to them in the Data Protection Law.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, Allenby Capital and each of their respective Representatives and/or
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 by it (or any person on whose behalf it is acting) of the
confirmations, representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such Placee's
behalf) in this Appendix II or incurred by Allenby Capital, the Company or
each of their respective Representatives and/or affiliates arising from the
performance of the Placee's obligations as set out in the Announcement, and
further agrees that the provisions of this Appendix II shall survive after the
completion of the Placing.
The agreement to settle a Placee's acquisition of the Placing Shares (and/or
the acquisition by 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 an acquisition by it and/or such person direct from the Company for
the Placing Shares in question. Such agreement assumes, and is based on a
warranty from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer the
Placing Shares (or any part thereof) into a clearance service. If there are
any such arrangements, or the settlement related to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor Allenby Capital will be responsible. If this is the
case, each Placee should seek its own advice and notify Allenby Capital. In
that event, the Placee agrees that it shall be responsible for such stamp duty
or stamp duty reserve tax and neither the Company nor Allenby Capital shall be
responsible for such stamp duty or stamp duty reserve tax.
In addition, neither the Company nor Allenby Capital are liable for any
capital duty, stamp duty or any 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 any Placee or
any other person on the Placee's acquisition of any of the Placing Shares or
the agreement by them to subscribe for any of the Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the Company and
Allenby Capital and their respective Representatives and/or affiliates,
agents, directors, officers, consultants and employees from any and all such
stamp, issue, securities, transfer, registration, documentary or other duties
or taxes (including interest, fines or penalties relating thereto).
In the Announcement, "after-tax basis" means in relation to any payment made
to the Company and/or Allenby Capital or their respective Representatives
and/or affiliates pursuant to the Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that Allenby Capital or any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.
The confirmations, representations, warranties, acknowledgements, agreements
and undertakings contained in this Appendix II are given to Allenby Capital
for itself and on behalf of the Company and are irrevocable.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither the Company nor Allenby Capital owes any fiduciary or other duties to
any Placee in respect of any acknowledgments, confirmations, representations,
warranties, undertakings or indemnities contained in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with Allenby
Capital, any money held in an account with Allenby Capital 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. Each Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from Allenby Capital's money in accordance with
the client money rules and will be used by Allenby Capital in the course of
its own respective business and the Placee will rank only as a general
creditor of Allenby Capital.
The rights and remedies of Allenby Capital and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
Allenby Capital Limited is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else in
connection with the Bookbuild and the Fundraising, and Allenby Capital will
not be responsible to anyone (including any Placees) other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the Bookbuild or the Fundraising or any other matters referred
to in the Announcement.
References to time in the Announcement are to London time, unless otherwise
stated. All times and dates in the Announcement may be subject to amendment by
the Company and Allenby Capital. Allenby Capital shall notify the Placees and
any person acting on behalf of the Placees of any changes.
No statement in the Announcement is intended to be a profit forecast or
estimate, and no statement in the Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is not a guide to future performance and
persons needing advice should consult an independent financial adviser.
The Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Allenby Capital or by any of its respective affiliates or agents
as to or in relation to, the accuracy or completeness of the Announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefore is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
APPENDIX II
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025
Announcement of the Fundraise 13 May
Publication of Circular and Form of Proxy 16 May
Latest time and date for receipt of Form of Proxy and CREST voting 10.00 a.m. on 29 May
instructions
General Meeting 10.00 a.m. on 2 June
Results of the General Meeting As soon as possible on 2 June
Admission of Placing Shares and Retail Offer Shares to trading on AIM and 8.00 a.m. on 4 June
commencement of dealings
Where applicable, expected date for CREST accounts to be credited in respect As soon as possible following Admission
of Placing Shares and Retail Offer Shares in uncertificated form
Where applicable, expected date for dispatch of definitive share certificates within 14 days of Admission
for Placing Shares and Retail Offer Shares in certificated form
Each of the times and dates above refer to London time and are subject to
change. Any such change will be notified by an announcement through a
Regulatory Information Service. All events listed in the above timetable
following the General Meeting are conditional upon the passing of the
Resolutions at the General Meeting. In addition, the Conditional Placing is
conditional upon, amongst other things, the Resolutions being duly passed at
the General Meeting, the Placing Agreement not having been terminated in
accordance with its terms and Admission becoming effective.
APPENDIX III - DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the New Ordinary Shares to trading on AIM
"affiliate" or "affiliates" any of Allenby Capital's representatives and any person connected with Allenby
Capital as defined in the FCA Rules, whether collectively or individually
"AIM" the AIM Market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"AIM Rules for Nominated Advisers" the AIM Rules for Nominated Advisers published by the London Stock Exchange
from time to time
"Allenby Capital" Allenby Capital Limited, as nominated adviser, broker and bookrunner
"Announcement" this announcement, including the appendices, published by the Company in
connection with the Fundraise
"Articles" the current articles of association of the Company
"Bookbuild" means the accelerated bookbuilding process to be conducted by Allenby Capital
to determine demand for participation in the Placing by Placees
"Circular" a circular to be published by the Company and sent to Shareholders shortly
after the close of the WRAP Retail Offer containing further details of the
Fundraise and convening the General Meeting in order to pass the Resolutions
"COBS" the FCA's Conduct of Business Source Book
"Company" or "Mirriad" Mirriad Advertising plc, a company incorporated under the laws of England and
Wales with registered number 09550311
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Data Protection Law" the Data Protection Act 1998 and the General Data Protection Regulation (EU)
2016/679 as it forms part of the law of England and Wales by virtue of section
3 of the European Union (Withdrawal) Act 2018 and all other relevant data
protection legislation and regulations which may be applicable to the Company
"Directors" or "Board" the directors of the Company
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"FCA" the UK Financial Conduct Authority
"FCA Rules" the applicable rules of the FCA
"Form of Proxy" the form of proxy for use in connection with the General Meeting which will
accompany the Circular
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraise" the Placing and the WRAP Retail Offer
"General Meeting" the general meeting of the Company to be held at the offices of Haynes and
Boone CDG, LLP at 1 New Fetter Lane, London EC4A 1AN at 10:00 a.m. on 2 June
2025, notice of which is to be set out at the end of the Circular
"Group" the Company, its subsidiaries and its subsidiary undertakings
"HoTs" the non-binding heads of terms between the Company and a US technology company
"Indemnified Taxes" any liability to stamp duty or stamp duty reserve tax resulting from a failure
to comply with the requirement that the person specified for registration as
the holder of the Placing Shares is either: (i) the person itself; or (ii) its
nominee, as applicable
"Information" any Publicly Available Information relating to the Company or information made
available (whether in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company
"Issue Price" 0.01 pence per New Ordinary Share
"JV Agreement" a formal joint venture agreement
"JV Contribution" a one-off £0.2 million payment by the JV Partner in return for its
acquisition of the exclusive right to market VPP to Mirriad's existing US
media partners
"JV Partner" a US technology company
"London Stock Exchange" London Stock Exchange plc
"MAR" the market abuse regulation (EU) No 596/2014 as it as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018
"Money Laundering Regulations" the FCA's Money Laundering Rules, the Criminal Justice Act 1993, Proceeds of
Crime Act 2002 (as amended), MAR, FSMA, the Terrorism Act 2000 (as amended),
the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (as amended) and all
related or similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect thereof and
the Money Laundering Sourcebook of the FCA
"New Ordinary Shares" the Placing Shares and the Retail Offer Shares
"Offshore Transactions" transactions within the meaning of, and in accordance with, Regulation S under
the Securities Act and otherwise in accordance with applicable laws
"Order" the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended
"Ordinary Shares" ordinary shares of £0.00001 each in the capital of the Company
"Placees" a Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up the Placing Shares has been given and who has
been invited to participate in the Placing by Allenby Capital
"Placing" the conditional placing, to be conducted by way of the Bookbuild, by Allenby
Capital of the Placing Shares at the Issue Price on behalf of the Company in
accordance with the terms of the Placing Agreement
"Placing Agreement" the conditional agreement dated 13 May 2025 and made between Allenby Capital
and the Company in relation to the Placing, further details of which are set
out in this Announcement
"Placing Results Announcement" an announcement through a Regulatory Information Service confirming the number
of Placing Shares to be issued and the amount to be raised under the Placing
"Placing Shares" a minimum of 15,000,000,000 new Ordinary Shares to be issued pursuant to the
Placing
"Publicly Available Information" (i) the information contained in the Announcement; (ii) any information
publicly announced through a Regulatory Information Service by or on behalf of
the Company on or prior to the date of the Announcement; and (iii) the
business and financial information that the Company is required to publish in
accordance with the AIM Rules and MAR
"Purposes" the purposes for which the Company and the Registrars will use personal data
as set out in more detail in Appendix I to this Announcement
"Registrars" Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS13 8AE
"Regulation S" Regulation S promulgated under the Securities Act
"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website
"Relevant Person" as defined in the Important Notices section and Appendix I to this
Announcement
"Representatives" in respect of any person or entity, their respective affiliates, agents,
directors, officers, consultants, partners or employees
"Resolutions" the resolutions to be set out in the Notice of General Meeting
"Restricted Jurisdiction" any of United States, Australia, Canada, the Republic of South Africa or Japan
"Retail Offer Shares" up to 2,000,000,000 new Ordinary Shares which are proposed to be allotted and
issued by the Company pursuant to the WRAP Retail Offer
"Sanctions" restrictions or prohibitions on transactions with persons or entities who are
the subject or target of measures administered or enforced by/under the US
Foreign Corrupt Practices Act of 1977 or currently the subject or the target
of any sanctions administered or enforced by the U.S. Government, (including,
without limitation the Office of Foreign Assets Control of the United States
Department of the Treasury or the U.S. Department of State and including,
without limitation, the designation as a "specially designated national" or
"blocked person"), the United Nations Security Council, the European Union,
His Majesty's Treasury, or other relevant sanctions authority
"Sanctioned Country" any of the Crimea Region of Ukraine, the so-called Donetsk People's Republic,
the so-called Luhansk People's Republic, Cuba, Iran, North Korea, Russia,
Sudan and Syria
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" holders of Ordinary Shares
"Terms and Conditions" the terms and conditions of the Placing set out in Appendix I to this
Announcement
"Trade Confirmation" the Placee's commitment to acquire a fixed number of Placing Shares under the
Placing which will be agreed orally or by email with Allenby Capital as agent
of the Company
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UK Prospectus Regulation" Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018
"UK Product Governance Requirements" the product governance requirements Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook
"UK Target Market Assessment" a product approval process set out in Appendix I to this Announcement
"United States" or "US" the United States of America, each State thereof, its territories and
possessions (including the District of Columbia) and all other areas subject
to its jurisdiction
"VPP" virtual product placement
"WRAP" Winterflood Retail Access Platform
"WRAP Retail Offer" a separate conditional retail offer to existing shareholders via the WRAP to
raise up to approximately £0.2 million (before expenses) at the Issue Price,
further details of which are set out in this Announcement
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
"US dollar", "dollar", "US$" or "$" are references to the lawful currency of the United States
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