REG - Mirriad Advertising - Result of Strategic Review
16/05/2023 16:30
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RNS Number : 6219Z Mirriad Advertising PLC 16 May 2023
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Mirriad Advertising plc
Result of Strategic Review
Trading Update
Proposed placing to raise approximately £5.75 million
Proposed Open Offer to raise up to £2 million
Mirriad Advertising plc ("Mirriad", the "Company" or the "Group"), today
announces the results of its strategic review following its announcement on 29
March 2023 ("Strategic Review"), a trading update and a proposed conditional
placing (the "Placing") to raise approximately £5.75 million (before
expenses) through the issue of up to approximately 191,666,666 new ordinary
shares of £0.00001 each (the "Ordinary Shares") in the capital of the Company
(the "Placing Shares") at a price of 3 pence per share (the "Issue Price").
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuilding Process"), which will be launched immediately following release
of this Announcement. Capitalised terms used in this announcement (including
the appendices (the "Appendices" and together, this "Announcement")) have the
meanings given to them in Appendix III headed "Definitions" at the end of this
Announcement, unless the context provides otherwise.
In addition to the Placing, in order to provide Shareholders who have not
taken part in the Placing with an opportunity to participate in the proposed
Fundraising, the Company is providing Qualifying Shareholders the opportunity
to subscribe, at the Issue Price, for an aggregate of up to 66,666,666 new
Ordinary Shares (the "Open Offer Shares" and, together with the Placing Shares
the "New Ordinary Shares"), to raise up to £2 million (before expenses) for
the Company (the "Open Offer").
Certain of the directors of the Company (the "Directors" or the "Board")
intend to subscribe for New Ordinary Shares at the Issue Price through the
Open Offer.
It is intended that the Placing and the Open Offer (together the
"Fundraising") will result in the Company raising total gross proceeds of up
to approximately £7.75 million, assuming that the Open Offer is fully
subscribed.
Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as nominated adviser,
financial adviser and joint broker in connection with the Fundraising. Baden
Hill (a trading name for Northland Capital Partners Limited) ("Baden Hill" and
together with Panmure Gordon, the "Joint Bookrunners") is acting as joint
broker in connection with the Placing.
Fundraising summary
· Placing to raise approximately £5.75 million (before expenses)
through the issue of up to approximately 191,666,666 Placing Shares at 3 pence
per Placing Share; and an Open Offer to raise up to £2 million through the
issue of up to 66,666,666 Open Offer Shares at 3 pence per Open Offer Share.
The Fundraising is not being underwritten by the Joint Bookrunners.
· The Joint Bookrunners will commence the Bookbuilding Process
immediately following the publication of this Announcement, in accordance with
the terms and conditions set out in Appendix II to this Announcement.
· The Issue Price represents a discount of approximately 4.8 per
cent. to the closing middle market price per Ordinary Share of 3.15 pence on
15 May 2023, being the last practicable trading day prior to the release of
this Announcement.
· The New Ordinary Shares, assuming full take-up under the Open
Offer, will represent approximately 92.5 per cent. of the existing issued
share capital of the Company (the "Existing Ordinary Shares").
· Certain of the Directors intend to subscribe for New Ordinary
Shares at the Issue Price through the Open Offer.
· The timing for the close of the Bookbuilding Process and the
allocation of the Placing Shares thereunder, will be determined by the Joint
Bookrunners in consultation with the Company. Details of the results of the
Placing will be announced as soon as practicable after the close of the
Bookbuilding Process. The Joint Bookrunners and the Company reserve the right
to amend this timeframe at their discretion.
· In order to provide Shareholders who have not taken part in the
Placing with an opportunity to participate in the proposed issue of New
Ordinary Shares, the Company is providing all Qualifying Shareholders with the
opportunity to subscribe for an aggregate of up to 66,666,666 Open Offer
Shares, to raise up to approximately £2 million (before expenses), on the
basis of 5 Open Offer Shares for every 21 Existing Ordinary Shares held by the
Shareholder at the Record Date. Any Open Offer Shares not subscribed for by
Qualifying Shareholders will be available to Qualifying Shareholders under the
Excess Application Facility.
· The Fundraising is conditional upon, among other things, the
resolutions (the "Resolutions") required to implement the Fundraising being
duly passed by Shareholders at the general meeting proposed to be held at the
offices of Mirriad Advertising plc, 96 Great Suffolk Street, London SE1 0BE at
11 a.m. on 2 June 2023 (the "General Meeting").
Expected Timetable for the Fundraising
2023
Record Date for entitlement under the Open Offer 15 May
Announcement of the Fundraising 16 May
Publication and posting of the Circular, form of proxy (the "Form of Proxy") 16 May
and, to Qualifying Non-Crest Shareholders, the Open Offer application form
(the "Application Form")
Ex-Entitlement date of the Open Offer 17 May
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock 18 May
accounts in CREST of Qualifying CREST Shareholders
Latest recommended time and date for requested withdrawal of Open Offer 4.30 p.m. on 25 May
Entitlements from CREST
Latest time and date for depositing Open Offer Entitlements in CREST 3.00 p.m. on 26 May
Latest time and date for splitting of Application Forms under the Open Offer 3.00 p.m. on 30 May
Latest time and date for receipt of Forms of Proxy and CREST voting 11 a.m. on 31 May
instructions
Latest time and date for receipt of Application Forms and payment 11.00 a.m. on 1 June
in full under the Open Offer and settlement of relevant CREST instructions (as
appropriate)
General Meeting 11 a.m. on 2 June
Results of the General Meeting and the Open Offer announced through a 2 June
Regulatory Information Service
Admission and commencement of dealings in the New Ordinary Shares 8.00 a.m. on 5 June
Where applicable, expected date for CREST accounts to be credited in respect 5 June
of New Ordinary Shares in uncertificated form
Where applicable, expected date for dispatch of definitive share certificates Within 14 days of Admission
for New Ordinary Shares
Long Stop Date 8.00 a.m. on 30 June
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 on the passing of the
Resolutions at the General Meeting.
Shareholders should be aware that if the Fundraising does not complete by 6
June 2023, the Company's annual report and accounts will not be able to be
signed off by the Company's auditors on a going concern basis. The Company
currently proposes to publish its preliminary results on 7 June 2023.
The Company anticipates that the net proceeds of the Placing are expected to
meet the Company's working capital requirements only to the end of June 2024
and that additional capital will be required to achieve cash flow break even.
However, Shareholders should be aware that the Resolutions must be passed by
Shareholders at the General Meeting in order for the Fundraising to proceed.
If the Resolutions are not passed, the Fundraising will not occur and none of
the net proceeds of the Fundraising will be received by the Company. In such
an event, the Company would need to consider the options available to it in
terms of alternative sources of funding. It may be that such sources would not
be on terms as favourable to Shareholders as the Fundraising. Further, there
is no guarantee that alternative sources could be found. In the event that the
Resolutions are not passed and the Fundraising does not occur, and if such an
alternative source of funding cannot be found, the Company expects that it
would only have sufficient cash to fund its activities until the end of
September 2023.
In the event that the Company is unable to meet such obligations as a result
of the failure of the Fundraising to complete and in the event that 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 some form of insolvency
proceeding, or a creditor may take action to enforce or initiate an insolvency
proceeding. Any such proceeding would be likely to result in little or no
value for Shareholders.
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 person responsible for arranging the release of this Announcement on
behalf of the Company is David Dorans, a director of the Company.
Enquiries:
Mirriad Advertising plc
Stephan Beringer, Chief Executive Officer
David Dorans, Chief Financial Officer
Via Charlotte Street Partners or Panmure Gordon
Financial Adviser, Nominated Adviser and Joint Broker:
Panmure Gordon
James Sinclair-Ford / Daphne Zhang (Corporate Advisory)
Rupert Dearden (Corporate Broking)
Tel: +44 (0)20 7886 2500
Baden Hill (a trading name for Northland Capital Partners Limited) - Joint
Broker
Craig Fraser
Tel: +44 (0)20 3951 8904
Notes to Editors
About Mirriad
Mirriad's award-winning solution creates new advertising inventory for brands.
Our patented, AI and computer vision powered platform dynamically inserts
products and innovative signage formats after content is produced. Mirriad's
market-first solution creates a new revenue model for content owners
distributing across traditional ad supported and subscription services, and
dramatically improves the viewer experience by limiting commercial
interruptions. Mirriad currently operates in the US, Europe and Asia.
APPENDIX I - ADAPTED EXTRACTS FROM THE CIRCULAR
1. INTRODUCTION AND SUMMARY
The Board announces a conditional Placing of approximately 191,666,666 Placing
Shares at 3 pence per Placing Share to raise approximately £5.75 million
(before expenses) for the Company.
In addition, in order to provide Shareholders who have not taken part in the
Placing with an opportunity to participate in the proposed issue of New
Ordinary Shares, the Company is providing all Qualifying Shareholders with the
opportunity to subscribe for an aggregate of up to 66,666,666 Open Offer
Shares, to raise up to approximately £2 million (before expenses), on the
basis of 5 Open Offer Share for every 21 Existing Ordinary Shares held on the
Record Date, at 3 pence per Open Offer Share. Shareholders subscribing for
their full entitlement under the Open Offer may also request additional Open
Offer Shares through the Excess Application Facility.
The Issue Price represents a discount of 4.8 per cent. to the closing middle
market price of 3.15 pence per Ordinary Share on 15 May 2023, being the last
practicable date prior to the Announcement. The Placing Shares will represent
approximately 68.7 per cent. of the Company's existing issued ordinary share
capital prior to the Open Offer. The New Ordinary Shares together will
represent approximately 48.1 per cent. of the Company's issued ordinary share
capital following Admission (assuming the Open Offer Shares are taken-up in
full).
The total amount that the Company could raise under the Fundraising is
approximately £7.75 million (before expenses), assuming that the Open Offer
is fully subscribed.
Neither the Placing nor the Open Offer are being underwritten.
The Fundraising is conditional, inter alia, upon Shareholders approving the
Resolutions at the General Meeting that will grant to the Directors the
authority to allot the New Ordinary Shares for cash on a non-pre-emptive
basis. The Resolutions are contained in the Notice of General Meeting at the
end of this document. Admission is expected to occur no later than 8.00 a.m.
on 5 June 2023 or such later time and/or date as Panmure Gordon, Baden Hill
and the Company may agree (being in any event no later than 8.00 a.m. on 30
June 2023).
Shareholders should be aware that if the Fundraising does not complete by 6
June 2023, the Company's annual report and accounts will not be able to be
signed off by the Company's auditors on a going concern basis. The Company
currently proposes to publish its preliminary results on 7 June 2023.
The Company anticipates that the net proceeds of the Placing are expected to
meet the Company's working capital requirements only to the end of June 2024
and that additional capital will be required to achieve cash flow break even.
However, Shareholders should be aware that the Resolutions must be passed by
Shareholders at the General Meeting in order for the Fundraising to proceed.
If the Resolutions are not passed, the Fundraising will not occur and none of
the net proceeds of the Fundraising will be received by the Company. In such
an event, the Company would need to consider the options available to it in
terms of alternative sources of funding. It may be that such sources would not
be on terms as favourable to Shareholders as the Fundraising. Further, there
is no guarantee that alternative sources could be found. In the event that the
Resolutions are not passed and the Fundraising does not occur, and if such an
alternative source of funding cannot be found, the Company expects that it
would only have sufficient cash to fund its activities until the end of
September 2023.
In the event that the Company is unable to meet such obligations as a result
of the failure of the Fundraising to complete and in the event that 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 some form of insolvency
proceeding, or a creditor may take action to enforce or initiate an insolvency
proceeding. Any such proceeding would be likely to result in little or no
value for Shareholders.
These possibilities are considered to be realistic, not remote.
2. BACKGROUND TO AND REASONS FOR THE FUNDRAISING AND USE OF PROCEEDS
On 20 January 2023, the Company announced a strategic review of its business,
including a formal sale process, to consider all options to secure future
value for stakeholders (the "Strategic Review"). On 14 April 2023, the Company
concluded that there was no prospect that an offer for the issued and to be
issued share capital of the Company would be forthcoming and accordingly
announced the termination of the formal sale process. Raising additional
equity capital was explicitly considered as an option as part of that
announcement. Having continued to review the business and its operations, the
Directors now consider that an equity capital raise is in the best interest of
all stakeholders. The Company anticipates that the net proceeds of the Placing
will be sufficient to finance the business until the end of June 2024 and that
the Company will need to secure additional funding in order to achieve
cashflow break even which it anticipates achieving in 2025.
The Directors believe that the Company has been instrumental in driving
awareness of the potential for in-content advertising and that the market is
becoming increasingly receptive to the possibilities and potential of this
form of advertising and to the Company's proposition. This is demonstrated by:
1. the announcements made by Amazon and NBCU that they were, or intended,
to enter the in-content advertising market;
2. conversations that the Company is having with a number of Tier 1
content supply businesses in the US. The Company is working with five of the
top ten largest content supply companies in the US and in dialogue with
another four;
3. the number of large advertisers who are interested in the Company's
products. The Company is working with nine of the top twenty largest spending
advertisers in the US and in dialogue with six more; and
4. the fact that the Company is partnering with an increasing number of
advertising technology ("adtech") companies for the purpose of deploying
in-content advertising programmatically. The Company is working with nine of
what the Directors believe are the fifteen largest adtech companies in the
programmatic advertising space in the US.
The Directors expect other major media and adtech companies to enter the
in-content market over the next twelve months. The Directors believe that
ultimately this will lead to an industry-wide development and adoption of
in-content advertising as a new advertising format.
The Company expects its principal growth will come in the US market, often
considered the world's largest and most dynamic advertising market, and
increasingly from the development of its programmatic advertising business.
The US advertising market is predicted by Magna to show steady growth over the
period 2023 to 2027 with an anticipated compound annual growth rate of 4.7 per
cent. a year. Traditional television viewing is, however, in steep decline
while audiences increasingly consume video on demand often on low or no
advertising-based services; according to Magna, nearly two-thirds of video
viewing in the US by 18 to 49 year olds is now to streaming services with no
or low levels of advertising. Even though some streaming services have
launched advertising supported tiers, according to data from Antenna, sign up
to these tiers remains relatively low and in the 20 to 30 per cent. range.
This means that advertisers are finding it increasingly difficult to reach
their target audiences in brand-safe environments using traditional forms of
advertising and will need to find new ways to do that. Traditionally this
content has often been monetised using advertising but the development of
advertising-free or advertising-light streaming services means that
advertising opportunities are diminishing. As this type of advertising has
been the foundation of the revenue model for most content providers this is a
significant challenge for them to address.
The Company's product represents one method of solving issues for all three
stakeholders in the market:
1. for viewers in-content advertising is a format which does not interrupt
their viewing, fits naturally with the content and is preferred to traditional
forms of advertising;
2. for content providers in-content advertising provides a new source of
advertising inventory and therefore revenue across any distribution model; and
3. for advertisers in-content advertising provides a cost effective route
to reaching scarce audiences with a non-skippable and brand-safe format.
The scarcity of advertising inventory in the market will only partly be
alleviated by the limited quantity of inventory in advertising supported
offerings of the streaming platforms. Given the growing pressure on the entire
industry caused by increased programming cost, the Company expects significant
growth in the overall in-content market beginning in 2024. This is expected to
happen once in-content advertising transactions are automated programmatically
at scale and the marketplace achieves higher liquidity as a result of
additional supply and demand.
Since the summer of 2022, a growing industry sentiment has been building in
the market that the in-content advertising format is set to become a standard
format in the industry. As a result, Mirriad is now in negotiation and
discussions with multiple tier one supply-side companies including the biggest
connected television ("CTV") and streaming players in the world. This has
created strong momentum for Mirriad, as the Company is now being validated as
an enterprise (versus point) solution for the creation of incremental
advertising inventory, which is expected to ultimately lead to recurring,
predictable revenues for the business.
In order to continue to develop the market and the development of programmatic
capability the Company needs to raise additional capital.
The net proceeds of the Fundraising will be used to further the Company's
technology to allow for the introduction of programmatically enabled sales and
to continue the Company's broader commercial development. Specifically, it
will allow the Group to develop its business by continuing to invest in its
Technology and Product development strategy, transitioning from a manual
advertising placement model purchased on an ad hoc basis, to programmatic
buying of in-content advertising at scale. Leveraging programmatic sales
pipelines will be enabled by migrating the Company's platform to an open
architecture, which integrates with partner platforms and gives partners the
ability to white label the Company's technology/components. The Company
anticipates deploying approximately 37 per cent. of the net proceeds of the
Fundraising on technology and product function development, approximately 26
per cent. on partner development and sales staff costs, approximately 6 per
cent. on operational staff, approximately 11 per cent. on all other staff and
approximately 20 per cent. on non-staff costs (excluding technology).
3. RESTRUCTURING AND NEW STRATEGY
In conjunction with the Fundraise, the Company is planning to undertake a
wide-ranging restructuring of the business with the objective of reducing the
Company's cash burn, which averaged £1.1 million per month in the year to 31
December 2022, to an anticipated average net burn of approximately £680,000 a
month for the 12 month period July 2023 to June 2024 once cost saving measures
have been implemented. The cost saving will target staff and non-staff costs.
In the staff cost category, the Directors anticipate a reduction of
approximately one-third of the existing staff base. This restructuring will
include a proposed reduction in the number of Non-Executive Directors from six
to four and a management restructuring focused on the proposed departure of
the current Chief Financial Officer with his duties being reassigned to other
existing staff. This restructuring will meaningfully reduce the Company's
on-going cost base and provide a leaner operation that is geared towards
programmatic and focused on engagement with category-leading advertisers. In
total, the Directors are targeting savings of around £6.6 million in staff
costs across 2023 and 2024 compared to the Company's original 2023 budget.
Following the reduction in the number of Non-Executive Directors referred to
in the preceding paragraph, the Board will comprise of six Directors, of whom
two will be Executive and four will be Non-Executive. The Company will
continue to comply with the requirements of the QCA Code. To the extent any of
the departures impact on the Audit or Remuneration Committee, changes will be
made to the composition of the affected committee to ensure continued
compliance with the QCA Code. The Company will make further announcements in
relation to the proposed restructuring of the Board and management in due
course.
Savings are also planned across all non-staff expenditure with a particular
focus on property, software costs, marketing, research and professional fees.
The Company will seek to implement a fully remote working model for its US
staff and investigate moving to a fully remote model in London where the
current lease contains a break clause in July 2024. In total the Directors are
targeting savings of around £2.5 million in non-staff costs across 2023 and
2024 compared to the Company's original 2023 budget.
4. CURRENT TRADING AND PROSPECTS
The Company noted in its announcement of 20 January 2023 that revenue for the
year ended 31 December 2022 was £1.51 million and that cash holding at that
time was £11.3 million. The Company had previously disclosed in its trading
update of 14 December 2022 that it anticipated an EBITDA loss for the year
ended 31 December 2022 of £15.5 million. The Company can report that the
actual EBITDA loss for the year ended 31 December 2022 was £15.2 million. The
Company further updated in its release on 14 April 2023 that cash holding at
31 March 2023 was £7.52 million.
The Company reports operational key performance indicators on a six monthly
basis. The three "supply side" KPIs track the wider market adoption of the
Mirriad platform and the three "demand side" KPIs track the development of the
commercial relationships with agencies, advertisers and partnerships. Overall
they act as leading indicators of future revenue generation.
The operational KPIs as at 31 December 2022 were as follows:
KPI 2022 2021 Percentage Change
Supply side:
1. Active supply partnerships* #31 #25 +24%
2. Supply partners represented #61 #46 +33%
3. Seconds of content available** 651,990 secs 472,754 secs. +38%
Demand side:
1. Active agency relationships #19 #19 No change
2. Number of advertisers who have run campaigns #59 #45 +31%
3. Strategic and commercials partnership agreements with advertisers and #3 #3 No change
agencies
* Defined as the number of supply partners who ran a campaign during the
period.
** Defined as the total number of seconds of advertising inventory available
for sale during the period.
The business entered 2023 with a healthy pipeline of future advertising
campaigns, albeit the US market showed a stronger than expected slowdown
during the final quarter of 2022 and first quarter of 2023. As a result of
this slowdown, campaigns are taking longer to book, are being booked closer to
air date and advertisers are operating in a more conservative manner. In
addition, the major Tier 1 supply partners that the Company has been targeting
have been focused on restructuring their businesses and launching advertising
supported video on demand services with in-content taking a lower priority.
The Company is being told by supply partners and demand partners that they
wish to trade in-content advertising programmatically and that volume of trade
will substantially improve once the Company fully rolls out a programmatic
sales solution. The unfavourable market conditions have impacted the Company's
first quarter revenues in the US.
To improve annual recurring revenue and increase average campaign sizes, the
Company is focusing on a key account strategy for advertisers and has built a
strong position in the US with active engagements with nine of the top 20 US
advertisers by spend, and is in dialogue with six more.
The Company also announced a collaboration based on a memorandum of
understanding with Microsoft on 3 May 2023 which the Company anticipates will
accelerate its technology roadmap by leveraging Microsoft's market leading
technology capabilities, including cognitive and generative AI; integrating
the Company's solution into the Microsoft marketplace and improved access to
Microsoft's customers and joint business development.
The Company continues to see growing interest in its product from the largest
media organisations in the market. The Company has active engagements with
five of the top ten largest media organisations in the US and is in dialogue
with another four. The Company believes that the overall market will improve
considerably in the second quarter of 2023 and expects to see further supply
and demand growth in the US in the second half of 2023.
In Europe and the Middle East, the Company has seen strong year on year growth
with revenue ahead of the same period in 2022. Growth has been driven by an
increase in supply partnerships and by growing demand from leading advertisers
across multiple industry verticals.
As previously announced, the Company has now fully exited the Chinese market
and there will be no further revenue from that market. The Company has early
stage relationships developing with leading media companies in Japan but does
not anticipate significant revenues from these relationships in 2023.
5. THE FUNDRAISING
5.1 The Placing
The Company proposes to conditionally raise approximately £5.75 million
(before expenses) through the issue of the Placing Shares at the Issue Price,
which represents a discount of 4.8 per cent. to the closing middle market
price of 3.15 pence per Ordinary Share on 15 May 2023, being the last
practicable date prior to the Announcement.
The maximum aggregate number of Placing Shares that may be issued pursuant to
the Fundraising is approximately 191,666,666 new Ordinary Shares, representing
approximately 35.7 per cent of the Enlarged Share Capital following Admission,
assuming that the Open Offer is fully subscribed.
The Placing and Open Offer Agreement also provides for the Company to pay the
reasonably incurred costs, charges and expenses of, or incidental to, the
Placing and Admission including legal and other professional fees and
expenses.
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.
5.2 The Open Offer
The Company considers it important that Qualifying Shareholders have an
opportunity (where it is practicable for them to do so) to participate in the
Fundraising and accordingly the Company is making the Open Offer to Qualifying
Shareholders. The Company is proposing to raise up to approximately £2
million (before expenses) (assuming full take up of the Open Offer) through
the issue of up to 66,666,666 Open Offer Shares at the Issue Price.
The Open Offer Shares are available to Qualifying Shareholders pursuant to the
Open Offer at the Issue Price of 3.15 pence per Open Offer Share, payable in
full on acceptance. Any Open Offer Shares not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under the Excess
Application Facility.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
at the Issue Price on the following basis:
5 Open Offer Shares for every 21 Existing Ordinary Shares held by the
Shareholder on the Record Date
Entitlements of Qualifying Shareholders will be rounded down to the nearest
whole number of Open Offer Shares. Fractional entitlements which would
otherwise arise will not be issued to Qualifying Shareholders but will be made
available under the Excess Application Facility. The Excess Application
Facility enables Qualifying Shareholders to apply for Excess Shares in excess
of their Open Offer Entitlement. Not all Shareholders will be Qualifying
Shareholders. Shareholders who are located in, or are citizens of, or have a
registered office in certain overseas jurisdictions will not qualify to
participate in the Open Offer. The attention of Overseas Shareholders is drawn
to paragraph 6 of Part IV of this document.
Valid applications by Qualifying Shareholders will be satisfied in full up to
their Open Offer Entitlements as shown on the Application Form. Applicants can
apply for less or more than their entitlements under the Open Offer but the
Company cannot guarantee that any application for Excess Shares under the
Excess Application Facility will be satisfied as this will depend in part on
the extent to which other Qualifying Shareholders apply for less than or more
than their own Open Offer Entitlements. The Company may satisfy valid
applications for Excess Shares of applicants in whole or in part but reserves
the right not to satisfy any excess above any Open Offer Entitlement.
Applications made under the Excess Application Facility will be scaled back
pro rata to the number of shares applied for if applications are received from
Qualifying Shareholders for more than the available number of Excess Shares.
Application has been made for the Open Offer Entitlements to be admitted to
CREST. It is expected that such Open Offer Entitlements will be credited to
CREST on 17 May 2023. The Open Offer Entitlements will be enabled for
settlement in CREST until 11.00 a.m. on 1 June 2023. Applications through the
CREST system may only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of bona fide market claims. The
Open Offer Shares must be paid in full on application. The latest time and
date for receipt of completed Application Forms or CREST applications and
payment in respect of the Open Offer is 11.00 a.m. on 1 June 2023. The Open
Offer is not being made to certain Overseas Shareholders, as set out in
paragraph 6 of Part IV of this document.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore the Open Offer Shares which are not applied for by Qualifying
Shareholders will not be sold in the market for the benefit of the Qualifying
Shareholders who do not apply under the Open Offer. The Application Form is
not a document of title and cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions on which it is
being made, including the procedure for application and payment, are contained
in Part IV of this document and on the accompanying Application Form.
The Open Offer is conditional on the Placing becoming or being declared
unconditional in all respects and not being terminated before Admission.
Accordingly, if the conditions to the Placing are not satisfied or waived
(where capable of waiver), the Open Offer will not proceed and the Open Offer
Shares will not be issued and all monies received by the Registrars will be
returned to the applicants (at the applicant's risk and without interest) as
soon as possible thereafter. Any Open Offer Entitlements admitted to CREST
will thereafter be disabled.
The Open Offer Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
their issue.
Risk Factors
SHAREHOLDERS SHOULD BE AWARE THAT IF THE FUNDRAISING DOES NOT COMPLETE BY 6
JUNE 2023, THE COMPANY'S ANNUAL REPORT AND ACCOUNTS WILL NOT BE ABLE TO BE
SIGNED OFF BY THE COMPANY'S AUDITORS ON A GOING CONCERN BASIS. THE COMPANY
CURRENTLY PROPOSES TO PUBLISH ITS PRELIMINARY RESULTS ON 7 JUNE 2023.
THE COMPANY ANTICIPATES THAT THE NET PROCEEDS OF THE PLACING ARE EXPECTED TO
MEET THE COMPANY'S WORKING CAPITAL REQUIREMENTS ONLY TO THE END OF JUNE 2024
AND THAT ADDITIONAL CAPITAL WILL BE REQUIRED TO ACHIEVE CASH FLOW BREAK EVEN.
HOWEVER, SHAREHOLDERS SHOULD BE AWARE THAT THE RESOLUTIONS MUST BE PASSED BY
SHAREHOLDERS AT THE GENERAL MEETING IN ORDER FOR THE FUNDRAISING TO PROCEED.
IF THE RESOLUTIONS ARE NOT PASSED, THE FUNDRAISING WILL NOT OCCUR AND NONE OF
THE NET PROCEEDS OF THE FUNDRAISING WILL BE RECEIVED BY THE COMPANY. IN SUCH
AN EVENT, THE COMPANY WOULD NEED TO CONSIDER THE OPTIONS AVAILABLE TO IT IN
TERMS OF ALTERNATIVE SOURCES OF FUNDING. IT MAY BE THAT SUCH SOURCES WOULD NOT
BE ON TERMS AS FAVOURABLE TO SHAREHOLDERS AS THE FUNDRAISING. FURTHER, THERE
IS NO GUARANTEE THAT ALTERNATIVE SOURCES COULD BE FOUND. IN THE EVENT THAT THE
RESOLUTIONS ARE NOT PASSED AND THE FUNDRAISING DOES NOT OCCUR, AND IF SUCH AN
ALTERNATIVE SOURCE OF FUNDING CANNOT BE FOUND, THE COMPANY EXPECTS THAT IT
WOULD ONLY HAVE SUFFICIENT CASH TO FUND ITS ACTIVITIES UNTIL THE END OF
SEPTEMBER 2023.
IN THE EVENT THAT THE COMPANY IS UNABLE TO MEET SUCH OBLIGATIONS AS A RESULT
OF THE FAILURE OF THE FUNDRAISING TO COMPLETE AND IN THE EVENT THAT 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 SOME FORM OF INSOLVENCY
PROCEEDING, OR A CREDITOR MAY TAKE ACTION TO ENFORCE OR INITIATE AN INSOLVENCY
PROCEEDING. ANY SUCH PROCEEDING WOULD BE LIKELY TO RESULT IN LITTLE OR NO
VALUE FOR SHAREHOLDERS.
THESE POSSIBILITIES ARE CONSIDERED TO BE REALISTIC, NOT REMOTE.
Any investment in the Company is subject to a number of risks. Accordingly,
prospective investors should carefully consider the risk factors set out below
as well as the other information contained in this document before making a
decision whether to invest in the Company. The risks described below are not
the only risks that the Group faces. Additional risks and uncertainties that
the Directors are not aware of or that the Directors currently believe are
immaterial may also impair the Group's operations. Any of these risks may have
a material adverse effect on the Group's business, financial condition,
results of operations and prospects. In that case, the price of the Ordinary
Shares could decline and investors may lose all or part of their investment.
Prospective investors should consider carefully whether an investment in the
Company is suitable for them in light of the information in this document and
their personal circumstances.
Before making an investment, prospective investors are strongly advised to
consult an investment adviser authorised under FSMA who specialises in
investments of this kind. A prospective investor should consider carefully
whether an investment in the Company is suitable in the light of his or her
personal circumstances, the financial resources available to him or her and
his or her ability to bear any loss which might result from such investment.
The following factors do not purport to be a complete list or explanation of
all the risk factors involved in investing in the Company. In particular, the
Company's performance may be affected by changes in the market and/or economic
conditions and in legal, regulatory and tax requirements.
RISKS RELATING TO THE GROUP'S BUSINESS
The development of a programmatic ecosystem is a critical component of the
Company's business plan
The Company's financial forecasts assume that a significant part of the
Company's revenue growth from 2024 onwards comes from the development and
introduction of programmatic advertising sales, initially in the US market. In
order for this revenue to be generated the Company will need to secure supply
partners who wish to transact programmatically and have sufficient rights
cleared content available to do so. The Company will also need to ensure that
is has developed and deployed the relevant technology to enable programmatic
trading and integrated with both the supply and demand side of the value
chain. While the Company has successfully run a programmatic campaign this was
limited in scale. There is therefore a risk that if the Company fails to
develop the technology or fails to secure supply partners who wish to trade
in-content advertising programmatically that the Company may not to secure the
volume of sales it needs to achieves its growth plans.
Failure to break through with product
Revenue generation is dependent on demand for the Company's services from
advertisers and their media agencies. The Company has to date earned modest
revenue from sales and, as a result, the Company has incurred net losses. The
Company, which has continued to develop relationships with key advertisers and
agencies, is now focusing on a key account strategy and is developing its
ability to operate programmatically. However, if the market does not develop
as the Directors anticipate or the uptake of the technology us slower than the
Directors anticipate, the Company's growth plans, business and financial
results may suffer.
Lack of scalable supply partnerships
The Company is reliant on distribution partners to open content supply at
scale for the purpose of monetisation via in-content advertising insertions.
Future opportunities to monetise the inventory programmatically is expected to
further accelerate development as the Company has already substantially
increased the number of supply partners it represents, but nevertheless supply
remains a critical issue for the Company to grow.
Ability to attract and retain staff
The Company has to attract and retain staff in competition with other
organisations in each of its operating markets. Staff turnover increased
substantially in 2022 as a result of healthy employment markets in all of the
Company's operating territories other than China. As the Company remains loss
making its ability to attract and retain staff with motivating cash and equity
packages is limited. As the Company's principle cost is staff and staff
related expenditure there is a risk that the Company may have to increase the
packages it offers to existing and new staff over and above what is planned
which would increase the cost base and adversely affect future profitability.
Emergent competition could damage the Company's prospects
The Company is seeing an increase in competitor activity particularly in the
US market. The Directors believe that there is not yet a competitor with the
ability to operate at the quality and scale that the Company has demonstrated.
The Directors continue to believe that, in the short term, there are no
competitors who can provide an equivalent service to the market. There are,
however, emerging competitors who provide similar services (in some respects)
to those provided by the Company and several who have longer established
business models with larger revenue streams operating in adjacent business
sectors. It is also possible for very large and well-resourced organisations
who sell advertising products as part of their core business to see the market
potential that the Company sees. While the Directors believe that replication
of the Company's platform is complex and a level of protection is afforded by
various intellectual property protections, including patents, copyright,
trademarks, trade secrets and contractual provisions, to preserve its
intellectual property rights, an organisation with the ability to invest and
devote resource to the development of an advertising product could ultimately
replicate the service provided by the Company. Many of the Company's
competitors and potential competitors have significantly greater financial,
technical, marketing or service resources than the Company and have a larger
base of products, longer operating histories and/or greater name recognition.
In addition, the Company's competitors may be able to respond more quickly
than the Company can to changes in partner requirements and devote greater
resources to the enhancement, promotion and sale of their products and to the
development of new products.
Dependence on supply partners for revenue generation
In those areas where the Company partners with a broadcaster, publisher or
video platform, it uses an indirect sales model whereby such partners sell
campaigns manually or programmatically using the Company's platform, which the
Company then fulfils. There are risks in this model because the Company does
not control the pricing and packaging of its products and services and relies
on partner to generate revenue. The Directors believe that, ultimately, this
risk will be mitigated by the move to programmatic buying of campaigns as this
will rely less on human sales effort by partners.
Working capital risk
If the Resolutions are not passed, the Fundraising will not occur and none of
the net proceeds of the Fundraising will be received by the Company. In such
an event, the Company would need to consider the options available to it in
terms of alternative sources of funding. It may be that such sources would not
be on terms as favourable to Shareholders as the Fundraising. Further, there
is no guarantee that alternative sources could be found. In the event that the
Resolutions are not passed and the Fundraising does not occur, and if such an
alternative source of funding cannot be found, the Company expects that it
would only have sufficient cash to fund its activities until the end of
September 2023. Even with additional capital there is no guarantee that the
Company will be able to achieve cash flow break even if trading does develop
as the Directors anticipate nor be able to raise further funding.
No minimum contractual volumes
The Group's contracts are framework agreements which set out the commercial
terms on which the Group will operate with its partners but contain no
contractual obligation to maintain or renew any level of purchasing activity
and there is no minimum purchasing commitment under the Group's agreements
with those partners. Partners are therefore freely able to reduce the level of
and/or range of services they are procuring from the Group and any resulting
reduction in the partners' spending would have an adverse impact on the
Group's business, results of operations and financial condition.
Reputational damage
Given concerns over data privacy and the impact on advertising there is a risk
of further regulation impacting on the Company's product. Although the Company
does not gather or handle partner data it does insert advertising images into
existing content which look as if they have always been there when they have
not been. The Directors therefore believe that there is little real risk of
its product being confused with those of companies such as Facebook or
YouTube. There is a risk, however, that any regulation of these kinds of
companies as a result of generalised concerns over invasion of privacy could
result in unexpected regulation of the Company's services.
Centralisation of production in India creates a single point of failure
The Company has a single site in Mumbai responsible for producing all of the
Company's output. This creates a single point of failure. In the event of a
loss of this production facility the Company may be unable to scale revenues
as the Directors anticipate.
Dependence upon key intellectual property including patents and knowhow
The Company's success depends in part on its ability to protect its rights in
its intellectual property. The Company's intellectual property also includes
know-how related to the provision of in video advertising and associated
products and services. The Company relies upon various intellectual property
protections, including patents, copyright, trademarks, trade secrets and
contractual provisions, to preserve its intellectual property rights. Despite
these precautions, it may be possible for third parties to obtain and use the
Company's intellectual property without its authorisation. There may not be
adequate protection for the intellectual property in every country in which
the Company sells its services and policing unauthorised use of proprietary
information is difficult and expensive. The steps which the Company has taken
and intends to take to protect its intellectual property may be inadequate to
prevent the misappropriation of its proprietary technology. Any
misappropriation of the Company's intellectual property could have a negative
impact on the Company's business and its operating results. Furthermore, the
Company may need to take legal action to enforce its intellectual property, to
protect trade secrets or to determine the validity or scope of the proprietary
rights of others. Litigation relating to the Company's intellectual property,
whether instigated by the Company to protect its rights or arising out of
alleged infringement of third party rights, may result in substantial costs
and the diversion of resources and management attention and there can be no
guarantees as to the outcome of any such litigation, or that it can be
effectively used to enforce the Company's rights.
The Company's operations are dependent on the Company's IT systems
The Company relies on a reliable and efficient IT system to ensure a smooth
flow and retention of information. The Company's financial, accounting, data
processing, communications and other systems and facilities, and/or third
party infrastructure on which the Company relies, may: (i) fail to operate
properly or become disabled as a result of events that are wholly or partially
beyond the Company's control; and (ii) be vulnerable to unauthorised access
and data loss (from within the organisation or by third parties), computer
viruses, malicious code, cyber threats that have a security impact, and the
interception or misuse of information transmitted or received by the Company.
The Company has put in place what it believes to be appropriate data security
provisions, but breaches may still occur. A failure of the system or a breach
could result in the Company being unable to operate its business, inefficient
management processes, information processes stalling and a severe impact on
operational predictability. As the Company expands, it must make substantial
expenditures and efforts to develop and maintain its operational systems and
infrastructure. An inability to realise such developments and maintain the
systems could negatively impact the Company's ability to complete current work
efficiently, and to scope and deliver tenders to appropriate specifications,
which could result in partners seeking to terminate their relationship with
the Company.
Currency and foreign exchange
The Company's policy is not to enter into any currency hedging transactions.
As a consequence of the international nature of its business, the Company is
exposed to the risks associated with changes in foreign currency exchange
rates. Although the Company is domiciled in the United Kingdom, the majority
of current Group revenues are generated in currencies other than Sterling. As
well as significant Sterling-denominated costs in the UK, the Company incurs
significant costs in non-Sterling territories. To the extent that there are
fluctuations in exchange rates, this may have an impact on the figures
consolidated in the Company's accounts, which could have a material impact on
the Company's financial position or result of operations, as shown in the
Company's accounts going forward. The Directors cannot predict the effect of
exchange rate fluctuations upon future operating results and there can be no
assurance that exchange rate fluctuations will not have a material adverse
effect on the business, operating results or financial condition of the
Company.
Dividends
The Company does not currently anticipate paying dividends in the short or
medium term. Furthermore, there can be no guarantee that the Company will be
able to pay dividends on the Ordinary Shares in the foreseeable future.
Taxation
Any change in the Company's tax status or in taxation legislation in any
jurisdiction in which the Company operates could affect the Company's
financial condition and results and its ability (if any) to provide returns to
Shareholders. Statements in this document concerning the taxation of investors
in Ordinary Shares are based on current UK tax law and practice which is
subject to change. The taxation of an investment in the Company depends on the
individual circumstances of investors.
Macro economic conditions
The general macro economic environment has been adversely impacted by the war
in Ukraine, spiking inflation, banking instability and increasing interest
rates. This environment has fed into growth and caused a slow down in the
Company's business in the further quarter of 2022 and into the first quarter
of 2023 particularly in the US. These conditions may cause the Company's
growth to be slower than the Directors anticipate.
GENERAL RISKS RELATING TO AN INVESTMENT IN THE ORDINARY SHARES
General
An investment in Ordinary Shares is only suitable for financially
sophisticated investors who are capable of evaluating the merits and risks of
such an investment, or other investors who have been professionally advised
with regard to the investment, and who have sufficient resources to be able to
bear any losses that may arise therefrom (which may be equal to the whole
amount invested). Such an investment should be seen as complementary to
existing investments in a wide spread of other financial assets and should not
form a major part of an investment portfolio. Prospective investors should not
consider investing in the Ordinary Shares unless they already have a
diversified investment portfolio. Prospective investors should be aware that
the value of an investment in the Company may go down as well as up and
investors may therefore not recover their original investment.
Share price volatility and liquidity
Following Admission, the market price of the Ordinary Shares may be subject to
wide fluctuations in response to many factors, including stock market
fluctuations and general economic conditions or changes in political
sentiment. This may substantially affect the market price of the Ordinary
Shares irrespective of the progress the Company may make in terms of
developing and expanding its products or its actual financial, trading or
operational performance. These factors could include the performance of the
Company, purchases or sales of the Ordinary Shares (or the perception that the
same may occur, as, for example in the period leading up to the expiration of
the restrictions contained in certain lock-in and orderly marketing
arrangements), legislative changes and market, economic, political or
regulatory conditions or price distortions resulting from limited liquidity in
the Company's shares. The share price for publicly traded companies can be
highly volatile.
Issue of additional Ordinary Shares
Although the Company's business plan does not involve the issue of Ordinary
Shares other than in connection with the Fundraising, it is possible that the
Company may decide to issue, pursuant to a public offer or otherwise,
additional Ordinary Shares in the future at a price or prices higher or lower
than the Issue Price. An additional issue of Ordinary Shares by the Company,
or the public perception that an issue may occur, could have an adverse effect
on the market price of Ordinary Shares and could dilute the proportionate
ownership interest, and hence the proportionate voting interest, of
Shareholders. This will particularly be the case if and to the extent that
such an issue of Ordinary Shares is not effected on a pre-emptive basis, or
Shareholders do not take up their rights to subscribe for further Ordinary
Shares structured as a pre-emptive offer.
Legislation and tax status
This document has been prepared on the basis of current legislation,
regulation, rules and practices and the Directors' interpretation thereof.
Such interpretation may not be correct and it is always possible that
legislation, rules and practice may change. Any change in legislation and in
particular in tax status or tax residence of the Company or in tax legislation
or practise may have an adverse effect on the returns available on an
investment in the Company.
General economic climate
Factors such as inflation, currency fluctuation, interest rates, supply and
demand of capital and industrial disruption have an impact on business costs
and commodity prices and stock market prices. The Company's operations,
business and profitability can be affected by these factors, which are beyond
the control of the Company.
There is no guarantee that the Company's Ordinary Shares will continue to be
traded on AIM
The Company cannot assure investors that the Ordinary Shares will always
continue to be traded on AIM or on any other exchange. If such trading were to
cease, certain investors may decide to sell their shares, which could have an
adverse impact on the price of the Ordinary Shares. Additionally, if in the
future the Company decides to obtain a listing on another exchange in addition
or as an alternative to AIM, the level of liquidity of the Ordinary Shares
traded on AIM could decline
The risks above do not necessarily comprise all those faced by the Company and
are not intended to be presented in any assumed order of priority. The
investment offered in this document may not be suitable for all of its
recipients. Investors are accordingly advised to consult an investment
adviser, who is authorised under FSMA if you are resident in the United
Kingdom or, if not, from another appropriate authorised independent financial
adviser and who or which specialises in investments of this kind before making
a decision to apply for New Ordinary Shares.
6. THE GENERAL MEETING
Set out at the end of the Circular is a notice convening the General Meeting
to be held on 2 June 2023 at the Company's offices, at 96 Great Suffolk
Street, London SE1 0BE at 11.00 a.m., at which the Resolutions will be
proposed for the purposes of implementing the Fundraising.
Resolution 1, which will be proposed as an ordinary resolution, is to
authorise the Directors to allot the New Ordinary Shares in connection with
the Fundraising provided that such authority shall expire on the date falling
18 months after the date of the resolution or on the date of the next annual
general meeting of the Company, whichever is the earlier.
Resolution 2, which will be proposed as a special resolution, and which is
conditional on the passing of Resolution 1, disapplies Shareholders' statutory
pre-emption rights in relation to the issue of the New Ordinary Shares
pursuant to the Fundraising but subject to such exclusions or other
arrangements, such as fractional entitlements and overseas shareholders as the
Director's consider necessary, provided that such authority shall expire on
the date falling 18 months after the date of the resolution or on the date of
the next annual general meeting of the Company, whichever is the earlier.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN 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 ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (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. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN MIRRIAD ADVERTISING PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED
AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN
THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT
AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE
NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
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 OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.
NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing Shares and/or the
Open Offer Shares 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, the Joint Bookrunners 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 the Joint Bookrunners 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 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 Financial Services and Markets Act 2000 (as
amended).
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 Financial Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States. The relevant clearances have not been,
nor will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained for
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, New Zealand 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, New Zealand 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 Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral, 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 the Appendices. 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 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 the Joint Bookrunners, or by any of their respective
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 the Joint
Bookrunners or any of their respective Representatives. Save for any
responsibilities or liabilities, if any, imposed on the Joint Bookrunners by
FSMA or by the regulatory regime established under it, no responsibility or
liability is accepted by the Joint Bookrunners or any of their respective
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.
Each of Panmure Gordon and Baden Hill, which are both authorised and regulated
by the Financial Conduct Authority (the "FCA") in the United Kingdom, are
acting solely for the Company and no-one else in connection with the
transactions and arrangements described in this Announcement and will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described in this
Announcement. Neither the Joint Bookrunners nor any of their respective
Representatives are responsible to anyone other than the Company for providing
the protections afforded to clients of the Joint Bookrunners or for providing
advice in connection with the contents of this Announcement or for the
transactions, arrangements or any other matters referred to herein.
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, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. 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 the Joint Bookrunners 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 the Joint
Bookrunners.
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, the Joint Bookrunners 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 II - TERMS AND CONDITIONS OF THE PLACING
Persons who are invited to and who choose to participate in the Placing, by
making an oral and 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 this Announcement, including this Appendix II, in its entirety; and
(ii) to be participating 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.
In this Appendix, unless the context otherwise requires, "Placee" means 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 the Joint Bookrunners.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular each such Placee represents, warrants and acknowledges to the
Joint Bookrunners and the Company that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any of the Placing Shares that are
allocated to it for the purposes of its business; and
2. it is and, at the time the Placing Shares are acquired,
will be outside the United States and is acquiring the Placing Shares in an
"offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S
under the Securities Act ("Regulation S"), which 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, investment discretion and has
authority to make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this Announcement;
and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix II; and
5. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
(b) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation or the UK Prospectus Regulation (as
applicable), that it understands the resale and transfer restrictions set out
in this Appendix II and that any Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale to Qualified Investors in a member state of the EEA which has
implemented the Prospectus Regulation or in the United Kingdom under the UK
Prospectus Regulations, or in circumstances in which the prior consent of the
Joint Bookrunners has been given and to each such proposed offer or resale.
6. the Company and each of the Joint Bookrunners 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
this Announcement of which it forms part should seek appropriate advice before
taking any action. Persons into whose possession this Announcement (including
this Appendix II) are required by the Company and the Joint Bookrunners 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 the Joint Bookrunners 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 either of the Joint Bookrunners
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 this Announcement are stated on the basis of the
expected timetable for the Placing. It is possible that some of these dates
may be changed. It is expected that the Placing Shares will be allotted on 5
June 2023.
Details of the Placing, the Placing and Open Offer Agreement and the Placing
Shares
This Appendix II gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
The Joint Bookrunners and the Company have today entered into the Placing and
Open Offer Agreement under which, subject to the conditions set out in that
agreement, the Joint Bookrunners have agreed to use their respective
reasonable endeavours, as agents for and on behalf of the Company, to procure
subscribers who will (subject to the satisfaction or (where capable of waiver)
waiver of the conditions contained in the Placing and Open Offer Agreement)
subscribe for the Placing Shares at the Issue Price.
The Placing is conditional upon the Placing and Open Offer Agreement becoming
unconditional in all respects.
Applications will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. The Placing Shares will be issued
conditional upon, amongst other things, the passing of the Resolutions to be
proposed at the General Meeting. Admission is conditional upon, amongst other
things, the relevant conditions in the Placing and Open Offer Agreement being
satisfied and the Placing and Open Offer Agreement not having been terminated
in accordance with its terms.
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 the Ordinary Shares
after Admission.
Lock up
As part of the Placing, the Company has 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 the Joint Bookrunners (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
The Joint Bookrunners will today commence an accelerated bookbuilding process
(the "Bookbuilding Process") to determine demand for participation in the
Placing by potential Placees. The Bookbuilding Process will open with
immediate effect and is expected to close later today.
The price per Placing Share (the "Issue Price") is fixed at 3 pence and is
payable to the Joint Bookrunners (as agents for the Company) by all Placees
whose bids are successful. The number of Placing Shares to be issued will be
agreed between the Joint Bookrunners and the Company following completion of
the Bookbuilding Process. The Company will then release an announcement
through the London Stock Exchange's 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").
No commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing
The Joint Bookrunners are arranging the Placing within the UK each 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
the Joint Bookrunners. The Joint Bookrunners and any of their respective
affiliates are entitled to enter bids in the Bookbuilding Process. However,
the Placing is not being underwritten by the Joint Brokers and the Joint
Bookrunners shall not be obliged to underwrite any of the Placing Shares or to
subscribe for any of the Placing Shares.
The Bookbuilding Process is expected to close no later than 5.00 p.m. on 16
May 2023 but may be closed earlier or later subject to the agreement of the
Joint Bookrunners and the Company. The Joint Bookrunners 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 the Joint
Bookrunners) to reduce or seek to increase the amount to be raised pursuant to
the Placing, in its discretion. The Company will release the Placing Results
Announcement following the close of the Bookbuilding Process detailing the
aggregate number of the Placing Shares to be issued.
Panmure Gordon will determine in its absolute discretion, after reasonable
consultation with Baden Hill and 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 the relevant Joint Bookrunner as agent of the Company
("Confirmation").
Confirmation will constitute an irrevocable legally binding commitment upon
that person (who will at that point become a Placee) to subscribe for the
number 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 Confirmation constitutes each Placee's
irrevocable legally binding agreement, subject to the Placing and Open Offer
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 of Placing Shares (if any) subscribed for by any other
investor(s).
The Joint Bookrunners reserve 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. The Joint Bookrunners also reserve 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 and Open Offer
Agreement in respect of Admission are satisfied (or waived) and that the
Placing and Open Offer Agreement does not lapse and is not terminated in
accordance with its terms on or prior to the Long Stop Date, each Placee will
be required to pay to the Joint Bookrunners, 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
the Joint Bookrunners and the Company. Each Placee has an immediate, separate,
irrevocable and binding obligation, owed to the Joint Bookrunners, 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. Neither Joint Bookrunner shall 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. The
Joint Bookrunners and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuilding Process as they may, in their sole
discretion determine.
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) Panmure
Gordon, (ii) Baden Hill, (iii) any of the Joint Bookrunners' respective
directors, officers, employees or consultants, or (iv) to the extent not
contained within (i) - (iii), any person connected with either of the Joint
Bookrunners as defined in the FCA Rules ((i), (ii), (iii) and (iv) 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 Bookbuilding Process 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 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. No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
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, 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 of the Placing Shares' and
to the Placing not being terminated on the basis referred to below under
'Right to terminate under the Placing and Open Offer Agreement'. In the event
that the Placing and Open Offer 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 either of the Joint Bookrunners 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 this Announcement, including the Appendices, 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.
Conditions of the placing of the Placing Shares
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of the Joint Bookrunners under the Placing Agreement are, and
the placing of the Placing Shares is, conditional, inter alia, on:
i. in the opinion of either or both of the Joint Bookrunners
(acting in good faith), none of the warranties contained in the Placing and
Open Offer Agreement that are given by the Company being untrue, inaccurate or
misleading on and as of the date of the Placing and Open Offer Agreement nor
ceasing to 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 5 June 2023 (or such other time and/or
date as may be agreed between the Company and the Joint Bookrunners, not being
later than 8:00 a.m. on 30 June 2023 (the "Long Stop Date");
iii. the Company having complied with its obligations under
the Placing and Open Offer Agreement to the extent that the same fall to be
performed prior to Admission;
iv. the passing of the Resolutions at the General Meeting,
without any amendment; and
v. the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing and Open Offer Agreement.
If: (i) any of the conditions contained in the Placing and Open Offer
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 the Long Stop Date and have not been waived; or (iii) the Placing and
Open Offer 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 the Placee in respect thereof.
All obligations assumed by the Placee under the terms and conditions of the
Placing are given to each of the Joint Bookrunners, in their respective
capacities as agents 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 the Joint Bookrunners may jointly, in their absolute discretion,
exercise the right to extend the time for fulfilment of any of the conditions
to the Placing and Open Offer Agreement expressed to be capable of waiver or
extension (provided that such extension will not extend later than the Long
Stop Date); (ii) that either of the Joint Bookrunners may waive, in whole or
in part, and where capable of waiver, fulfilment of certain of the conditions
to the Placing and Open Offer Agreement and may terminate the Placing and Open
Offer Agreement in certain circumstances prior to Admission, in each case
without consulting with any Placee; and (iii) that neither of the Joint
Bookrunners, nor any of their respective directors, officers, employees,
consultants, agents or 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. 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 and Open Offer Agreement' below
and will not be capable of rescission or termination by the Placee.
Right to terminate under the Placing and Open Offer Agreement
The Placing and Open Offer Agreement contains certain undertakings and
warranties given by the Company for the benefit of each of the Joint
Bookrunners and indemnities given by the Company relating to certain potential
liabilities of the Joint Bookrunners. In addition, the Joint Bookrunners each
have certain rights to terminate the Placing and Open Offer Agreement at any
time prior to Admission, inter alia, there has, in the opinion of the relevant
Joint Bookrunner, been a breach of warranty or an event of force majeure that
is material in the context of the Placing.
Upon termination of the Placing and Open Offer Agreement the Placing will not
occur and the parties to the Placing and Open Offer 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 and Open Offer 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, Placees agree the Joint Bookrunners that the
exercise by either of the Joint Bookrunners of any right of termination or
other right or discretion under the Placing and Open Offer Agreement shall be
within the absolute discretion of such Joint Bookrunner and that neither Joint
Bookrunners need make any reference to Placees and that they shall have no
liability to Placees whatsoever in connection with any such exercise or
failure so to exercise. Each Placee further agrees that they will have no
rights against the Joint Bookrunners, 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 of the Placing Shares" section above and will not
be capable of rescission or termination by it after the issue by the Joint
Bookrunners of a contract note, electronic trade confirmation 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 and 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 the information
contained in this Announcement (including the appendices) and any information
publicly announced through a Regulatory Information Service (as defined in the
AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on
or prior to the date of this Announcement (the "Publicly Available
Information"), and subject to the further terms set forth in the Contract Note
(as defined below), electronic trade confirmation or other (oral or written)
confirmation to be provided by the Joint Bookrunners to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including the appendices) and all other Publicly
Available Information or otherwise filed by the Company is exclusively the
responsibility of the Company and confirms to each of the Joint Bookrunners
and the Company that it has neither received nor relied on any other
information, representation, warranty or statement made by or on behalf of the
Company, the Joint Bookrunners or any other person. None of the Company, the
Joint Bookrunners, any of their respective officers, directors, employees,
consultants, agents 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. 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 following Admission will take
place within the system administered by CREST, subject to certain exceptions.
The Company reserves the right to require settlement for and delivery of the
Placing Shares to Placees in certificated form if either of the Joint
Bookrunners in their absolute discretion considers this to be necessary or
desirable.
Participation in the Placing is only available to persons who are invited to
participate in it by the Joint Bookrunners.
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally or in writing with the Joint Bookrunners. 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 contract note, electronic trade confirmation or
other (oral or written) confirmation stating the number of Placing Shares
allocated to it at the Issue Price, the aggregate amount owed by such Placee
to Panmure Gordon and settlement instructions (the "Contract Note"). The terms
of this Appendix will be deemed incorporated in such Contract Note 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 Panmure Gordon.
Settlement for the Placing Shares will be through Panmure Gordon against CREST
participant account: 4FQAQ. For the avoidance of doubt, Placing allocations
will be booked with a trade date of 16 May 2023. The settlement date for the
Placing Shares will be 5 June 2023. Each of the dates set out in this
paragraph are subject to amendment at the absolute discretion of Panmure
Gordon. Panmure Gordon shall notify the Placees and any person acting on
behalf of the Placees of any such changes.
The Company will instruct its registrar to deliver the Placing Shares to the
CREST account operated by Panmure Gordon as agent for the Company and Panmure
Gordon will enter its delivery (DEL) instruction into the CREST system. The
input to CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the Placing Shares to the relevant Placee against payment.
However, in the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the Placing, the
Company and the Joint Bookrunners may agree that the Placing Shares should be
issued in certificated form. Panmure Gordon reserves the right to require
settlement for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as it deems 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.
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
three percentage points above the prevailing base rate of Barclays Bank plc as
determined by Panmure Gordon.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Panmure Gordon: 4FQAQ
Member Account ID: 2013904
Expected trade date: 16 May 2023
Settlement Date: 5 June 2023
ISIN code for the Placing Shares: GB00BF52QY14
Deadline for Placee to input instructions into CREST: 11.00 p.m. on 16 May 2023
Whilst the Joint Bookrunners do not believe there to be any liability to stamp
duty or stamp duty reserve tax in respect of the Placing Shares, should any
such stamp duty or stamp duty reserve tax be payable, it shall be entirely for
the Placee's account and neither the Company nor either of the Joint
Bookrunners will have any liability in respect thereof.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the 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 the Joint Bookrunners all such authorities and powers
necessary to carry out such sale and agrees to ratify and confirm all actions
which the relevant Joint Bookrunner 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 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.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, undertakes, represents, warrants
and agrees (for itself and for any such prospective Placee) with the Joint
Bookrunners (each in their capacity as joint broker 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 this Announcement, including the appendices, in
its entirety and acknowledges and agrees that its participation in the Placing
will be subject to the terms, conditions, representations, warranties,
acknowledgments, agreements and undertakings and other information contained
herein and to the provisions of the Placing and Open Offer Agreement and the
Articles in force both before and immediately after Admission;
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 this Announcement (including this Appendix II) and
the trade confirmation or contract note 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 the Joint Bookrunners
conduct of the Placing;
4. that the exercise by the Joint Bookrunners of any rights or
discretion under the Placing and Open Offer Agreement shall be within the
absolute discretion of each of the Joint Bookrunners and neither Joint
Bookrunner need 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 either of the Joint
Bookrunners or the Company, or any of their respective officers, directors,
employees and consultants under the Placing and Open Offer 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 this Announcement (including the
appendices); and that neither the Company, the Joint Bookrunners nor any of
their respective officers, directors, employees, consultants or agents 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 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 the Joint Bookrunners, the Company or any other person otherwise
than as set out in this 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 UK 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;
that it understands and agrees that it may not rely, and has not relied, on
any investigation that the Joint Bookrunners, any of their 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 the Joint Bookrunners, the Company, any of their 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 this Announcement and the Publicly Available Information);
8. that none of the Joint Bookrunners, the Company, nor any of
their 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 either Joint Bookrunner for the purposes of the Placing;
9. that none of the Joint Bookrunners nor any of its
affiliates, nor 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; that neither of the Joint Bookrunners
are acting for it or its clients; and that neither of the Joint Bookrunners
will be responsible for providing protections afforded to its clients or for
providing advice in relation to the transactions described in this
Announcement nor in respect of any representations, warranties, undertakings
or indemnities contained in the Placing and Open Offer Agreement nor the
exercise or performance of either of the Joint Bookrunners' rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
10. accordingly, it acknowledges and agrees that it will not
hold either Joint Bookrunner or any of their 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 Joint Bookrunner nor any person acting on
behalf of either Joint Bookrunner 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;
11. that none of the Joint Bookrunners, their respective
affiliates or 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;
12. 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 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;
13. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person
14. 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 "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as defined in Regulation S under the Securities Act);
15. 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;
16. 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;
17. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws of all relevant jurisdictions
which apply to it and that: (i) it has fully observed such laws; (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 the Joint Bookrunners or any of their respective
directors, officers, employees, consultants or agents 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;
18. 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 the Joint Bookrunners 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;
19. if it has received any inside information about the Company
(for the purposes of the UK MAR and section 56 of the Criminal Justice Act
1993 or other applicable law) in advance of the publication of this
Announcement, it has not (i) dealt in the securities of the Company, (ii)
encouraged or required another person to deal in the securities of the
Company, or (iii) disclosed such information to any person, prior to the
information being made publicly available;
20. 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 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 the
Joint Bookrunners for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting for another
person). 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;
21. 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;
22. if within the United Kingdom, it represents and warrants
that it is a Qualified Investor as defined in section 86 of FSMA (as amended)
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 this Announcement may
otherwise lawfully be communicated;
23. 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;
24. that it understands that any investment or investment
activity to which this 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 this Announcement must not
be acted upon or relied upon by persons who are not Relevant Persons;
25. if in the United Kingdom, unless otherwise agreed by the
Joint Bookrunners, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and
not with a view to resale or distribution;
26. 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);
27. 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;
28. 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 the Joint Bookrunners 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 each Joint Bookrunners 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 Panmure Gordon who will
hold them as nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
29. that it irrevocably appoints any director of the Joint
Bookrunners as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares offered to it
by the Joint Bookrunners upon the terms of this Announcement;
30. that if it elects to receive its Placing Shares in
uncertificated form, the CREST member account identified in the Contract Note
returned by it is not marked;
31. to indemnify on an after tax basis and hold the Company,
each of the Joint Bookrunners and their respective directors, officers,
employees, consultants, agents and 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 representations, warranties, acknowledgements, agreements
and undertakings contained in this Appendix II and further agrees that the
provisions of this Appendix II shall survive after completion of the Placing;
32. that its obligations will be owed severally to the Company
and each of the Joint Bookrunners and acknowledges that it has an immediate,
separate, irrevocable and binding obligation, owed to Panmure Gordon, to pay
to Panmure Gordon (or as it may direct) in cleared funds an amount equal to
that shown in the Contract Note, and it undertakes that it (and any person
acting on its behalf) will make payment for the Placing Shares allocated to it
in accordance with this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other subscribers
or sold as Panmure Gordon may in their absolute discretion, after consultation
with Baden Hill and the Company, determine and without liability to such
Placee;
33. that it (and any person acting on its behalf) has the funds
available to pay for, and will make payment in respect of the Placing Shares
allocated to it, in accordance with the terms and conditions of this
Announcement, including the appendices, at the due time and date set out
herein (unless otherwise agreed with the relevant Joint Bookrunner), failing
which the relevant Placing Shares may be placed with other persons or sold as
the Joint Bookrunners may in their 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;
34. 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 either of the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange;
35. time is of the essence as regards its obligations under this
Appendix;
36. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to the Joint Bookrunners;
37. either Joint Bookrunner may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit;
38. 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;
39. that the Company and the Joint Bookrunners and their
respective affiliates will rely upon the truth and accuracy of the
representations, warranties, acknowledgements and undertakings set out herein
which are given to each of the Joint Bookrunners each on its own behalf and on
behalf of the Company and which are irrevocable and it irrevocably authorises
the Company and the Joint Bookrunners to produce this Announcement, pursuant
to, in connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein. 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 the Joint
Bookrunners;
40. it is aware of, have complied with and will continue to
comply with any obligations it has under the FCA's Money Laundering Rules, the
Criminal Justice Act 1993, Market Abuse Regulation (EU) No 596/2014 as it
forms part of the law of England and Wales by virtue of section 3 of the
European Union (Withdrawal) Act 2018, FSMA, the Terrorism Act 2000 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; and (ii) it will provide the
Joint Bookrunners 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;
41. 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
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");
42. that to ensure compliance with the FCA's Money Laundering
Rules, the Terrorism Act 2000, the Money Laundering Regulations and Sanctions
(as applicable), the Joint Bookrunners may, each in their absolute discretion,
require verification of Placees' identity to the extent that it has not
already provided the same. Pending the provision to the Joint Bookrunners of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at its absolute discretion. If within a reasonable time after
a request for verification of identity the Joint Bookrunners have not received
evidence satisfactory to them, the Joint Bookrunners 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;
43. 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 UK MAR and the FSMA in the United Kingdom);
44. 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 and Prospectus Regulation;
45. 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 purposes only;
46. that this 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 this
Announcement in or into any Restricted Jurisdictions or any jurisdiction where
to do so would be unlawful;
47. 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;
48. 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 either Joint Bookrunner 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
49. 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 this Announcement,
"data subject", "personal data" and "sensitive personal data" shall have the
meanings attributed to them in the Data Protection Law.
The foregoing acknowledgements, undertakings, representations, warranties and
confirmations are given to each of the Company and the Joint Bookrunners (for
their own benefit, and where relevant, the benefit of their respective
affiliates and any person acting on their behalf) and are irrevocable. The
Company and each Joint Bookrunner will rely upon the truth and accuracy of the
foregoing acknowledgements, undertakings, representations, warranties and
confirmations.
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 the Joint Bookrunners will be responsible. If this is
the case, each Placee should seek its own advice and notify the Joint
Bookrunners.
In addition, none of the Company or either Joint Bookrunner 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 in or 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 each Joint Bookrunner and their respective 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 this Announcement, "after-tax basis" means in relation to any payment made
to the Company and/or either Joint Bookrunner or their respective affiliates,
agents, directors, officers, consultants and employees pursuant to this
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 either Joint Bookrunner 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.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
none of the Company or either Joint Bookrunner owes any fiduciary or other
duties to any Placee in respect of any acknowledgments, confirmations,
representations, warranties, undertakings or indemnities contained in the
Placing and Open Offer Agreement.
When a Placee or person acting on behalf of the Placee is dealing with either
Joint Bookrunner, any money held in an account with the relevant Joint
Bookrunner on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the 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 the relevant
Joint Bookrunner's money in accordance with the client money rules and will be
used by the relevant Joint Bookrunner in the course of its own respective
business and the Placee will rank only as a general creditor of such relevant
Joint Bookrunner.
The rights and remedies of the Joint Bookrunners and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
Panmure Gordon (UK) 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 Bookbuilding Process and the Fundraising, and Panmure
Gordon 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 Bookbuilding Process or the Fundraising or
any other matters referred to in this Announcement.
Baden Hill (a trading name for Northland Capital Partners 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 Placing,
and Baden Hill 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 Placing or any other matters referred to
in this Announcement.
All times and dates in this Announcement may be subject to amendment by the
Company and the Joint Bookrunners. The Joint Bookrunners shall notify the
Placees and any person acting on behalf of the Placees of any changes.
Past performance is not a guide to future performance and persons needing
advice should consult an independent financial adviser.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Joint Bookrunner or by any of their respective affiliates
or agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
APPENDIX III - DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the Placing Shares and the Open Offer Shares to trading on AIM
becoming effective in accordance with Rule 6 of the AIM Rules
"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
"Articles" the articles of association of the Company
"Announcement" this Announcement and the appendices
"Application Form" the application form which accompanies the Circular to be used by Qualifying
Non-CREST Shareholders in connection with the Open Offer
"Baden Hill" Baden Hill, a trading name of Northland Capital Partners Limited, as joint
broker
"certificated form" or "in certificated form" an Ordinary Share recorded on a company's share register as being held in
certificated form (namely, not in CREST)
"Circular" A circular to Shareholders dated 16 May 2023
"City Code" the City Code on Takeovers and Mergers
"Company" or "Mirriad" Mirriad Advertising plc, a company incorporated under the laws of England and
Wales
"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)
"Directors" or "Board" the directors of the Company, or any duly authorised committee thereof
"EBITDA" earnings before interest, taxes, depreciation, and amortization
"Enlarged Share Capital" the issued Ordinary Shares immediately following Admission, assuming the
maximum number of New Ordinary Shares are issued
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Excess Application Facility" the arrangement pursuant to which Qualifying Shareholders may apply for
additional Open Offer Shares in excess of their Open Offer Entitlement in
accordance with the terms and conditions of the Open Offer
"Excess Open Offer Entitlements" an entitlement for each Qualifying Shareholder to apply to subscribe for Open
Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess
Application Facility which is conditional on him taking up his Open Offer
Entitlement in full and which may be subject to scaling back in accordance
with the provisions set out in the Circular
"Excess Shares" Open Offer Shares applied for by Qualifying Shareholders under the Excess
Application facility
"Ex-entitlement Date" the date on which the Existing Ordinary Shares are marked "ex" for entitlement
under the Open Offer, being 16 May 2023
"Existing Ordinary Shares" the 279,180,808 Ordinary Shares in issue at the date of this Announcement, all
of which are admitted to trading on AIM
"FCA" the UK Financial Conduct Authority
"Form of Proxy" the form of proxy for use in connection with the General Meeting which
accompanies this document
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" the Placing and the Open Offer
"General Meeting" the general meeting of the Company to be held at the Company's offices, 96
Great Suffolk Street, London SE1 0BE, at 11.00 a.m. on 2 June 2023, notice of
which is set out at the end of the Circular
"Group" the Company, its subsidiaries and its subsidiary undertakings
"HMRC" HM Revenue & Customs
"Issue Price" 3 pence per New Ordinary Share
"KPIs" key performance indicators
"London Stock Exchange" London Stock Exchange plc
"Money Laundering Regulations" The Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017, as amended
"New Ordinary Shares" the Placing Shares and the Open Offer Shares
"Notice of General Meeting" the notice convening the General Meeting which is set out at the end of the
Circular
"Open Offer" the conditional invitation by the Company to Qualifying Shareholders to apply
to subscribe for the Open Offer Shares at the Issue Price on the terms and
subject to the conditions set out in the Circular and, in the case of
Qualifying Non-CREST Shareholders, in the Application Form
"Open Offer Entitlement" the individual entitlements of Qualifying Shareholders to subscribe for Open
Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer
"Open Offer Shares" the up to 66,666,666 new Ordinary Shares to be issued by the Company pursuant
to the Open Offer
"Ordinary Shares" ordinary shares of £0.00001 each in the capital of the Company
"Overseas Shareholders" Shareholders with a registered address outside the United Kingdom
"Panmure Gordon" Panmure Gordon (UK) Limited, the Company's nominated adviser, joint broker and
bookrunner
"Placing" the conditional placing of the Placing Shares by Panmure Gordon and Baden
Hill, as agents on behalf of the Company, pursuant to the Placing and Open
Offer Agreement, further details of which are set out in this Announcement and
the Circular
"Placing and Open Offer Agreement" the conditional agreement dated 16 May 2023 and made between Panmure Gordon,
Baden Hill and the Company in relation to the Placing and Open Offer, further
details of which are set out in this Announcement and the Circular
"Placing Shares" the 191,666,666 (approximate) new Ordinary Shares to be issued pursuant to the
Placing
"Prospectus Regulation Rules" the prospectus regulation rules made by the FCA pursuant to section 73A of
FSMA
"QCA Code" the corporate governance code for small and mid-size quoted companies
published by the Quoted Companies Alliance from time to time
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing Ordinary Shares in uncertificated
form
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Existing Ordinary Shares in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company
at the Record Date but excluding any Overseas Shareholder who has a registered
address in any Restricted Jurisdiction
"Record Date" 15 May 2023
"Registrars" Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS13 8AE
"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
"Resolutions" the resolutions set out in the Notice of General Meeting
"Restricted Jurisdiction" has the meaning set out in this Announcement
"Shareholders" holders of Ordinary Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UK Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as it forms part of domestic law
pursuant to the European Union (Withdrawal) Act 2018
"US" or "United States" 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
"uncertificated" or "in uncertificated form" an Ordinary Share recorded on a company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
"€" or "Euros" are references to a lawful currency of the European Union
"US dollar", "dollar", "US$" or "$" are references to the lawful currency of the United States
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