REG - MJ Hudson Group PLC - Proposed Fundraise
10/08/2022 16:45
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RNS Number : 6164V MJ Hudson Group PLC 10 August 2022
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED
HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR INTO
ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT
WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS
STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR") AS
THEY FORM PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
10 August 2022
MJ Hudson Group plc
(the "Company", "Group" or "MJ Hudson")
Proposed Fundraising to raise a minimum of £8 million through an accelerated
bookbuild Placing
And
Retail Offer to raise up to an additional £1.5 million
MJ Hudson Group plc (AIM:MJH), the specialist service provider to the asset
management industry, is pleased to announce the launch of a conditional
Placing to raise a minimum of £8 million (before expenses).
The Placing is being undertaken by way of an accelerated bookbuilding
process via a conditional placing of New Ordinary Shares at the Issue Price
to new and existing institutional investors.
Furthermore, the Company is seeking to raise up to an additional £1.5 million
via the Retail Offer in order to provide retail investors (both existing and
new), who may not have taken part in the Placing, with an opportunity to
participate. The Company reserves the right to scale back any order at its
discretion. Preference is likely to be given to existing Shareholders.
The net proceeds of the Placing and Retail Offer (the "Fundraising") will be
used, inter alia, to invest in and support the development of the Company's
fast growing ESG division and pay deferred consideration to high-performing
acquisitions, including the out-performing Irish acquisition which has
required higher levels of regulatory capital to be held in cash in the
Company's bank accounts.
Cenkos Securities plc is acting as bookrunner in relation to the Placing.
Key Highlights
Following the strong growth in a number of the areas of the business in the
last 12 months, the Company is seeking to raise minimum of £8 million (before
expenses) in order to accelerate its growth strategy and leverage the
significant market opportunity, primarily focussed on:
· investing in and expanding the Company's fast growing ESG
business
· improving the Company's net debt position and strengthening its
ability to capitalise on future acquisition opportunities
· satisfying earn out consideration due in respect of high
performing historical acquisitions, including its Irish Super Manco, Bridge
Consulting Limited ("Bridge Group") which required higher levels of regulatory
capital to be held in cash in the Company's bank accounts.
Transaction highlights
· The Company is conducting a conditional Placing to raise a
minimum of £8 million through the issue of a minimum of 26,666,667 Placing
Shares at the Issue Price of 30p per share.
· The Placing will be conducted by way of an accelerated bookbuild
process which will commence immediately following publication of this
Announcement and will be subject to the terms and conditions set out in the
Appendix to this Announcement.
· As part of the Fundraising, the Company proposes to raise up to
£1.5 million via the Retail Offer, which is expected to remain open until 10
August 2022.
· The CEO, certain senior management and certain pre-IPO investors
have indicated their intention to subscribe for or purchase, in aggregate,
Ordinary Shares representing approximately £1.9 million to £2 million at the
Issue Price.
· Completion of the Fundraising is conditional, inter alia, upon
approval of the Resolutions by Shareholders at the General Meeting to be held
on 31 August 2022.
· The Issue Price represents a discount of approximately 4 per
cent. to the closing mid-market price on 9 August 2022, being the latest
practicable date before this Announcement.
· Cenkos reserves the right, by agreement with the Company, to
increase the size of the Placing to accommodate additional demand.
Geoff Miller, Chairman of MJ Hudson Group plc, said:
"MJ Hudson has experienced a period of significant financial and operational
progress, and we are delighted with the positive response we have now
received, from both new and existing investors, for our plans to accelerate
growth in our ESG business and to support the wider Group.
"To have conditionally secured this funding against the backdrop of the
current market for equities is a comment on the significant success achieved
to date, and the scope of the opportunity we see ahead of us in the
Alternative Investment markets. Underpinning this, our reputation as a market
leading provider of full-service solutions continues to grow with fund
managers and institutions across the major asset management and funds hubs of
the US and Europe. This has all been facilitated by the investment and
acquisitions we have made, and the successful delivery of our IPO strategy.
We look forward to updating all investors on our progress in the full year
results in the coming months."
For further information, please contact:
MJ Hudson Group plc +44 20 3463 3200
Peter Connell, CFO
Cenkos Securities plc (Nomad and Broker) +44 20 7397 8900
Giles Balleny
Stephen Keys
Callum Davidson
Buchanan (PR Adviser) +44 20 7466 5000
Stephanie Whitmore
Kim Looringh-van Beeck
George Cleary
About MJ Hudson
MJ Hudson (AIM:MJH) is the end-to-end solutions provider to the US$100
trillion+ asset management industry, specialising in its fastest growing
segment, private markets (including private equity and venture capital).
The Company offers investors access to the growth in private markets as a
tech-enabled 'picks and shovels' play.
Founded in 2010, by CEO Matthew Hudson (a private markets lawyer and former
fund manager), MJ Hudson was admitted to the AIM market of the London Stock
Exchange in 2019. The Group has grown to more than 300 professionals, serving
more than 1,000 clients, across the globe, including some of the industry's
largest players and 18 of the FTSE 100.
Several factors have contributed to the Group's success, to date, and support
strong growth expectations, for the future:
1. As private markets grow, so do scrutiny and regulation, increasing the
need for the Group's specialist advice and services, particularly in areas
like ESG, where it has award-winning solutions
2. As it evolves, the sector is increasingly embracing technology, data,
and analytics, where MJ Hudson has award-winning tools and in which it
continues to invest
3. The Group's multi-service approach creates multiple client touchpoints,
building stronger, longer-term relationships, and making it easier to sell in
additional MJ Hudson services
4. Performing these services generates vast amounts of data, which MJ
Hudson aggregates and analyses, in order to further support its clients, by
developing new tools and fine-tuning existing services
For more information, please visit our website: www.mjhudson.com/investors
(http://www.mjhudson.com/investors)
LinkedIn: www.linkedin.com/company/mj-hudson/
(http://www.linkedin.com/company/mj-hudson/)
Twitter: www.twitter.com/MJHudsonCorp (http://www.twitter.com/MJHudsonCorp)
Expected Timetable of Principal Events
2022
Announcement of the Fundraising 10 August
Retail Offer closes 10 August
Announcement of the results of the Placing 11 August
Publication of Circular 11 August
Latest time and date for receipt of Forms of Proxy 2.00 p.m. on 30 August
Record time and date for voting at the General Meeting 6.30 p.m. on 30 August
General Meeting 2.00 p.m. on 31 August
Result of the General Meeting announced 31 August
Admission and dealings in the New Ordinary Shares expected to commence on AIM 1 September
Where applicable, expected date for CREST accounts to be credited in respect 8.00 a.m. on 1 September
of Placing Shares in the uncertificated form
Where applicable, expected date for dispatch of definitive share certificates Within 10 Business Days
for Placing Shares in the certificated form
*Subject, inter alia, to the passing of the Resolutions at the General Meeting
Notes: each of the times and dates refer to London, UK, time and are subject
to change by the Company, in which case details of the new times and dates
will be notified to the London Stock Exchange plc and the Company will, if
appropriate, make an announcement through a Regulatory Information Service.
Background to and reasons for the Fundraising
Business overview
MJ Hudson is a solutions provider to the asset management industry,
specialising in the fast-growing private markets segment, including private
equity and venture capital. The Company was admitted to AIM in December 2019
("IPO"), raising £29.3 million of new money for the Company (before expenses)
and the Company used the proceeds of the IPO to: (i) support its growth plans;
(ii) develop and enhance its Outsourcing, Advisory and Data & Analytics
divisions; (iii) carry out further acquisitions; and (iv) expand within its
key Alternative Investment markets. Since the IPO, the Company has made
substantial progress on its strategy and has invested across the business with
a view to establishing itself as the leading outsourced services and analytics
provider for fund managers. Through a combination of organic and acquisitive
growth, the Company now services more than 1,000 clients comprising fund
managers, institutional investors and corporates across 36 jurisdictions. The
Group has 8 offices with over 345 employees and team members and since the
IPO, has grown its adjusted EBITDA from £2.7 million for the financial year
ended 30 June 2019 to an expected, not less than £8.3 million for the
financial year ended 30 June 2022 (unaudited).
MJ Hudson's business is organised into three divisions; Advisory, Outsourcing
and Data & Analytics, which share a common client base in the Alternatives
sector. The Directors believe that the interplay between these three divisions
enables MJ Hudson to provide an end-to-end service offering to clients, from
initial advice relating to fund creation and structuring, outsourcing services
to assist fund managers with their day-to-day operations and analytics
services which assist fund managers with their reporting, risk profiling, fund
performance and ESG metrics. Since the IPO, the Company transitioned a growing
proportion of its total revenues into higher margin Data and Analytics
activity. Based on underlying revenues for the 11-month period to May 2022,
the Data and Analytics segment is now the second largest contributor by
division, totalling 31% of total Group underlying revenue. The Advisory
division now contributes approximately 27% of Group underlying revenue
compared to 65% at the time of the IPO, evidencing the Group's shift into more
data-driven technology enabled business.
M&A progress and accelerated investment in regulatory capital
As detailed at the time of its IPO, one aspect of the Company's strategy is to
acquire businesses which are growth orientated, experiencing ongoing
regulatory change, have a high-quality client portfolio and possess
proprietary data and/or intellectual property. The Group regularly assesses
the market for such opportunities and, having explored 40 potential targets
since calendar year 2018, has completed eight acquisitions which met the
requirements of the Company's growth strategy and due diligence criteria. The
Company has typically structured these with some form of earn-out
consideration to incentivise management teams retained within the Group.
These acquisitions and the investments have been financed using the proceeds
of the IPO and a £27.5 million debt facility from Santander.
One acquisition in particular, Bridge Group has grown faster than that
anticipated at the time it was acquired by the Group.
Bridge Group is a Dublin based provider of specialist support services to the
funds sector, offering regulatory compliance, domiciliation and risk services
and third-party management services to both UCITS and alternative investment
fund platforms (AIFM and UCITs management services commonly referred to as a
"Super ManCo"). Since September 2020, being Bridge's last financial year-end
prior to acquisition, to April 2022, Bridge Group has grown its assets under
management ("AuM") from €6 billion to over €70 billion. Furthermore, it
has grown its revenues from €4.0 million (unaudited) in the 12 months to
September 2020 to €8.0 million (unaudited) in the 12 months to May 2022,
significantly surpassing the Directors' estimates at the time of the
acquisition. In support of this and under the terms of Bridge Group´s
regulatory licence, the Group has had to accelerate its investment in Bridge
Group´s regulatory capital in the amount of €6.1 million compared with the
original business plan. As a result, Bridge Group has reached the maximum
regulatory capital threshold of €10 million ahead of plan and will therefore
not be required to add to its regulatory capital as it attracts further
clients and adds incremental AuM.
Current trading
On 11 July 2022, the Company announced that it had traded strongly during
FY2022, supported by new client wins in Data & Analytics, continued
strength in Outsourcing and a return to growth in its Advisory divisions. This
trading update further raised EBITDA expectations for the Group.
Use of proceeds
The Company is seeking to raise a minimum of £8 million (before expenses)
through the Placing and up to an additional £1.5 million through the Retail
Offer, conditional upon the passing of the Resolutions at the General Meeting.
The principal use of proceeds is threefold. First, the Group will invest in
and expand its fast-growing ESG business. Secondly, the Group will pay
deferred consideration due in respect of high performing historical
acquisitions, including Bridge Group. The remaining balance of the net
proceeds will improve the Company's net debt position and strengthen its
ability to capitalise on future acquisition opportunities.
ESG investment and expansion
Having tripled its ESG-related revenues to £4.5 million since Spring
Associates Reporting Service was acquired by the Group in July 2019, ESG is a
strong driver of MJ Hudson's future growth prospects. Demand for the Group's
ESG services and advice is driven by a cultural shift as well as ongoing
regulatory change are driving the high growth in the market for ESG services
and advice. MJ Hudson possesses a wide range of services to support clients
throughout their development in ESG and sustainability. These include ESG
compliance, bespoke ESG policy and framework development, ESG reporting and
monitoring, ESG portfolio diligence, investor reporting carbon footprint
modelling and ESG training. In late 2021, the Company launched the first
iteration of its award-winning digital SaaS platform, ESGAdvantage. The Group
wishes to invest further within its established ESG business to enhance and
expand its range of services and territories. Through further investment the
Group seeks to enhance the functionality, efficiency and customisation
provided by its ESGAdvantage platform, whilst offering more ESG services to
the Group's existing and new clients.
The required investment of £3.5m will be used to: (i) upgrade the existing
ESG Advantage platform; (ii) fund potential bolt on acquisitions in the ESG
sector; and (iii) provide additional resources to help scale the ESG business
faster in Europe and North America.
Deferred consideration
The Company's Irish Super ManCo (Bridge Group) has significantly outperformed
growth expectations at the time of the original deal. This growth increased
the Group's regulatory capital requirement to the maximum amount of €10
million, with those funds required to be ring-fenced by the Group. The
accelerated investment required to fund that regulatory capital has thus
placed additional cash restrictions on the Group such that it needs to fund
the earn-out consideration payable from part of the net proceeds of the
Fundraising. The Company will pay €4.3 million to the vendors of Bridge
Group, leaving a balance of up to €1.8 million due to be paid based on
future performance.
The Company will also pay earn-out consideration during 2022 of €0.5million
and $0.5 million to the vendors of Spring Associates and Meyler Capital where
the earnout is based on revenue, respectively. Spring has reached the maximum
level of pay-out due to strong performance.
Other uses
The balance of any net proceeds of the Fundraising will improve the Company's
net debt position and strengthen its ability to capitalise on future
acquisition opportunities.
Details of the Fundraising
The Company is seeking to raise a minimum of £8 million pursuant to the
Placing and up to an additional £1.5 million through the Retail Offer.
Placing
The Placing is expected to raise a minimum of £8 million through the placing
of a minimum of 26,666,667 Placing Shares via an accelerated bookbuild in
accordance with the terms and conditions set out in the Appendix to this
Announcement. The timing of the closing of the bookbuild and the final number
and allocation of Placing Shares will be determined at the discretion of the
Company and Cenkos. Cenkos reserves the right, by agreement with the Company,
to increase the size of the Placing to accommodate additional demand. The
Placing is not underwritten. A further announcement will be made following
closing of the accelerated bookbuild, confirming the final details.
The Placing is conditional, inter alia, on:
-the Placing Agreement not having been terminated in accordance with its terms
prior to Admission of the Placing Shares to trading on AIM;
-the Resolutions being passed which will provide shareholder authority for the
issue by the Company of the Placing Shares for cash on a non-pre-emptive
basis; and
-Admission of the Placing Shares becoming effective by no later than 8.00 a.m.
on 1 September 2022 or such later time and/or date as the Company and Cenkos
may agree (being no later than 8.00 a.m. on 22 September 2022).
The Placing Agreement contains customary warranties given by the Company to
Cenkos as to matters in relation to, inter alia, the accuracy of information
in the Circular and other matters relating to the Group and its business. In
addition, the Company has provided customary indemnities to Cenkos in respect
of liabilities arising out of or in connection with the Placing.
Cenkos is entitled to terminate the Placing Agreement in certain circumstances
prior to Admission including where: (i) any of the warranties are found not to
be true or accurate or were misleading in any respect; (ii) the failure of the
Company to comply in any material respect with any of its obligations under
the Placing Agreement; (iii) the occurrence of certain force majeure events;
or (iv) a material adverse change affecting the condition, the earnings or
business affairs of the Group as a whole.
Retail Offer
PrimaryBid intends to conduct an offer of the Retail Offer Shares on behalf of
the Company on the terms set out in a separate announcement to be made by
PrimaryBid shortly.
The Retail Offer allows retail investors to participate in the Fundraising by
subscribing via PrimaryBid.com. The Company is seeking to raise up to £1.5
million (before expenses) through the issue of up to 5,000,000 Retail Offer
Shares.
The Retail Offer remains conditional on the Placing being or becoming wholly
unconditional and will not be completed without the Placing being completed
and on the Resolution being passed at the General Meeting.
The New Ordinary Shares issued pursuant to the Retail Offer will be free of
all liens, charges and encumbrances and will, when issued and fully paid, rank
pari passu, in all respects with the existing Shares including the right to
receive dividends and other distributions declared following Admission.
The Retail Offer is not underwritten. The Retail Offer is expected to close on
10 August 2022 although may close early if it is oversubscribed.
The Retail Offer will be made in accordance with an available exemption
against the requirement to produce an FCA approved prospectus or a prospectus
under the Prospectus Rule and in accordance with the prospectus requirements
of the Companies Law and Article 5 of the Companies (General Provisions)
(Jersey) Order 2002. Law.
Investors should make their own investigations into the merits of an
investment in the Company.
It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on PrimaryBid.com platform before making a decision to
subscribe for Retail Offer Shares. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
Retail Offer if they are in any doubt.
A further announcement will be made once the Retail Offer is closed confirming
the final amount subscribed by investors.
Director / PDMR participation
Matthew Hudson, Chief Executive Officer, is expected to subscribe for between
2,650,000 and 2,935,000 Placing Shares (depending on other demand and subject
to any required scale back of Placing Share allocations upon closing of the
accelerated bookbuild process). Od Lahav, Chief Operating Officer, is expected
to subscribe for 25,000 Placing Shares, subject to any required scale back.
Furthermore, Andrew Walsh, a PDMR, is expected to subscribe 40,000 Placing
Shares, subject to any required scale back. A further announcement will be
made in due course confirming their participation.
LTIP
Conditional upon completion of the Fundraising and Admission, the Company
intends to put forward proposals at the AGM to amend the terms of the existing
LTIP that is due to crystalise on 12 December 2022, covering both the element
payable on achieving adjusted EBITDA targets and the element payable for
exceeding a target total shareholder return ("TSR"). Based on the increase in
adjusted EBITDA since IPO, it is expected that at 12 December 2022,
following the audit of the Company's annual results to 30 June 2022, up to
£10m will become due to the holders of the B shares under the LTIP, which,
under the terms of the LTIP, can be satisfied in cash or shares.
The following amendments will be proposed at the AGM:
EBITDA element of the LTIP
70% of the value will be crystalised and to be paid out shortly following 12
December 2022. It is also proposed to introduce a share price floor, such
that the price for any of these shares will be the higher of 30p (the Issue
Price of the Fundraising) or the volume weighted average of the mid-market
price for the five days prior to 12 December 2022.
The remaining 30% of the value of the LTIP will become due on 12 December 2023
and this will be paid as described above. The same share price floor shall
apply, such that the price for any shares will be at the higher of 30p or the
volume weighted average of the mid-market price for the five days prior to 12
December 2023.
TSR element of the LTIP
The TSR element of the LTIP is expected to be extended by one year to 12
December 2023. The hurdle will remain in place as set out in the terms of the
current LTIP but the test date will be extended by one year to 12 December
2023.
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Admission admission of the New Ordinary Shares to trading on AIM
AIM Alternative Investment Market of the London Stock Exchange
AIM Rules the AIM Rules for Companies or, as applicable, the AIM Rules for Nominated
Advisers, as published by the London Stock Exchange and amended from time to
time
Alternatives or Alternative a subsector of the global asset management market which comprises asset
classes and strategies that were developed as alternatives to the more
traditional listed equity and bond investments and strategies that had
previously been the staple of the global asset management industry.
Alternatives include: private equity funds; real estate funds; hedge funds;
infrastructure funds; and alternative credit funds
Articles the articles of association of the Company
Board or the Directors the directors of the Company
Business Day a day (other than a Saturday, Sunday or public holiday) when clearing banks
are open for business in the City of London and in Jersey, Channel Islands
Cenkos Cenkos Securities Plc, nominated adviser and broker to the Company
Circular the circular detailing the Fundraising to be posted to Shareholders on or
around 11 August 2022 which contains the Notice of General Meeting
Companies Law Companies (Jersey) Law 1991, as amended
Company MJ Hudson Group plc
CREST the relevant system (as defined in the CREST Regulations) for the paperless
settlement of trades and the holding of uncertificated securities in respect
of which Euroclear is the Operator (as defined in the CREST Regulations)
CREST Manual the rules governing the operation of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST Central Counterparts Service Manual,
CREST Rules, Registrar Service Standards, Settlement Discipline Rules CCSS
Operations Manual, Daily Timetable, CREST Application Procedure and CREST
Glossary of Terms (all as defined in the CREST Glossary of Terms) promulgated
by Euroclear on 15 July 1996, (as amended) and published by Euroclear
CREST Member a person who has been admitted by Euroclear as a system member (as defined in
the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from
time to time
EBITDA earnings before interest, taxes, depreciation and amortisation
Enlarged Share Capital the expected issued ordinary share capital of the Company immediately
following completion of the Fundraising and the Admission, being the Existing
Issued Share Capital and the New Ordinary Shares
ESG Environmental, Social and Governance
Euroclear Euroclear UK and International Limited
Existing Issued Share Capital the number of Shares currently in issue, being 172,627,765 Shares
FCA Financial Conduct Authority of the United Kingdom
Form of Proxy the electronic form of proxy for use in connection with the General Meeting
FSMA Financial Services and Markets Act 2000, as amended
Fundraising the Placing and the Retail Offer
General Meeting the extraordinary general meeting of the Company expected to be held at 2pm on
31 August 2022. at Forum 4, Grenville Street, St Helier, Jersey (or any
adjournment of it), notice of which will be set out in the Notice of General
Meeting
Group the Company and each of its wholly owned subsidiaries
Issue Price 30 pence per New Ordinary Share
Last Practical Date Prior to Publication 9 August 2022, being the last practical date prior to publication of this
Announcement
New Ordinary Shares the Shares to be issued pursuant to the Placing and the Retail Offer
Notice of General Meeting the notice convening the General Meeting which is to be set out at section 4
of the Circular
Placing the conditional placing of the Placing Shares at the Issue Price
Placing Shares a minimum of 26,666,667 New Ordinary Shares that are the subject of the
Placing, of which 373,333 are expected to be subscribed for by existing
Shareholders directly with the Company
Prospectus Rules the prospectus regulation rules issued by the FCA and forming part of the FCA
Handbook, as amended
Regulatory Information Service the regulatory information services approved by the London Stock Exchange for
the distribution of AIM announcements
Resolutions the resolutions to be proposed at the General Meeting, details of which will
be set out in the Notice of General Meeting, and each being a "Resolution"
Retail Offer The Retail Offer Shares to be made available to investors through the
PrimaryBid platform
Retail Offer Shares up to 5,000,000 New Ordinary Shares that are available under the Retail Offer
at the Issue Price
Shareholders the holders of any Shares from time to time
Shares ordinary shares of no par value in the capital of the Company
£ UK pounds sterling, being the lawful currency of the United Kingdom
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT NOTICE FOR INVITED PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO
PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION CONTAINED
HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND
OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW
OR REGULATION (THE "RESTRICTED JURISDICTIONS") UNLESS PERMITTED PURSUANT TO
AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH
JURISDICTION.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1993 (AS
AMENDED) ("SECURITIES ACT") OR, IN OR INTO THE UNITED STATES OF AMERICA. THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES OF
AMERICA. THE PLACING SHARES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.
NO PUBLIC OFFERING OF PLACING SHARES IS BEING MADE IN THE UNITED STATES OF
AMERICA.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE
TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") OR IN
THE UNITED KINGDOM WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E)
OF THE REGULATION (EU) 2017/1129 ("EU PROSPECTUS REGULATION") OR WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS IT
FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHICH INCLUDES LEGAL
ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED
WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES, (B) IF IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "FPO") OR (II) FALL WITHIN
THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC."
IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS
DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMENDED ("FSMA") OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (EACH, A "RELEVANT PERSON") AND IN ANY EVENT THE NUMBER OF
PERSONS WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING DOES NOT EXCEED 50
IN JERSEY AND 150 ELSEWHERE. NO OTHER PERSON SHOULD ACT ON OR RELY ON THIS
ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS
ANNOUNCEMENT, INVESTORS REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON.
This Announcement, including the information contained herein, is for
information purposes only and does not constitute or form part of an offer to
sell or issue or a solicitation of an offer to buy, subscribe for or otherwise
acquire any securities in any jurisdiction including, without limitation, in
the Restricted Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful.
No action has been taken by the Company or Cenkos or any of their respective
directors, officers, partners, agents, employees or affiliates that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other publicity material relating to such Placing Shares
in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
or Appendix should seek appropriate advice before taking any action.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by Cenkos or any other person authorised
under FSMA. This Announcement is being distributed and communicated to persons
in the United Kingdom only in circumstances in which section 21(1) of FSMA
does not apply.
No prospectus or offering document will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
(in accordance with the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the FCA, the London Stock Exchange or applicable law, the Company
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Group.
Cenkos, which is authorised and regulated in the United Kingdom by the FCA, is
acting for the Company and for no one else in connection with the Placing and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos or for providing advice in relation
to the Placing, or any other matters referred to in this Announcement. Cenkos'
responsibilities as the Company's nominated adviser under the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any director of the Company or to any other person
in respect of any decision to acquire shares in the Company in reliance on any
part of this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by or on behalf of the Company or Cenkos or by their affiliates or their
respective agents, directors, officers and employees as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than to trading on AIM.
This Appendix sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who chooses to
participate in the Placing by making or accepting an oral and legally binding
offer to acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety (including this Appendix) and to be making
such offer on the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties, undertakings
and acknowledgements contained in this Appendix.
The information contained in this Announcement is given at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment from time to time. Neither the content of the Company's website (or
any other website) nor the content of any website accessible from hyperlinks
to the Company's website (or any other website) is incorporated into, or forms
part of, this Announcement.
Notice to distributors
UK Product Governance Requirements
UK Product Governance Requirements Solely for the purposes of the product
governance requirements contained within Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product Governance
Rules"), and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes of the UK
Product Governance Rules) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of
COBS; and (ii) eligible for distribution through all permitted distribution
channels (the "UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection; and
an investment in the Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Cenkos will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
securities are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the Target Market,
Assessment, Cenkos is only procuring investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability of appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.
(a) Introduction
These terms and conditions apply to persons making an offer to acquire Placing
Shares under the Placing, unless otherwise specifically agreed. Each person to
whom these terms and conditions apply, as described above, who confirms his
agreement to Cenkos (whether orally or in writing) to acquire Placing Shares
under the Placing (an "Investor" or a "Placee") hereby agrees with Cenkos and
the Company to be bound by the contract note issued by Cenkos to such Investor
and these terms and conditions, unless otherwise specifically agreed, being
the terms and conditions upon which Placing Shares will be sold under the
Placing. An Investor shall, without limitation, become so bound when Cenkos
confirms (whether orally or in writing) to such Investor its allocation of
Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the Placing, an
Investor shall be contractually committed to acquire the number of Placing
Shares allocated to them 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. Dealing may
not begin before any notification is made.
Cenkos reserves the right, by agreement with the Company, to increase the size
of the Placing to accommodate additional demand.
(b) Application for Admission
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Subject to the satisfaction or waiver of the
conditions of the Placing Agreement (the "Conditions"), it is expected that
Admission will take place and dealings in the Placing Shares will commence on
AIM on or around 8.00 a.m. on 1 September 2022.
(c) Bookbuilding Process
Commencing today, Cenkos will be conducting an accelerated bookbuilding
process to determine demand for participation in the Placing by Placees (the
"Bookbuilding Process"). This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid by or to Placees in respect of any participation in
the Placing or subscription for Placing Shares. No element of the Placing
will be underwritten.
(d) Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by Cenkos.
The Bookbuilding Process will establish the number of Placing Shares to be
issued pursuant to the Placing at the Issue Price.
The book will open with immediate effect. The Bookbuilding Process is expected
to close not later than 10 August 2022, but may be closed at such earlier or
later time as Cenkos may, in its absolute discretion (after consultation with
the Company), determine. A further announcement on a Regulatory Information
Service will be made following the close of the Bookbuilding Process detailing
the number of Placing Shares to be subscribed for by the Placees at the Issue
Price.
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Announcement and will be legally binding on the Placee on behalf of which
it is made and, except with Cenkos's consent, will not be capable of variation
or revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at Cenkos. Each
bid should state the number of Placing Shares that the prospective Placee
wishes to subscribe for at the Issue Price. If successful, Cenkos will
re-contact and confirm orally to Placees following the close of the
Bookbuilding Process the size of their respective allocations and a trade
confirmation will be despatched as soon as possible thereafter. Cenkos'
confirmation (either oral or written) of the size of allocations will
constitute an irrevocable legally binding agreement in favour of the Company
and Cenkos pursuant to which each such Placee will be required to accept the
number of Placing Shares allocated to the Placee at the Issue Price and
otherwise on the terms and subject to the conditions set out herein and in
accordance with the Articles. Each Pla'ee's allocation and commitment will be
evidenced by a trade confirmation issued by Cenkos to such Placee. The terms
of this Appendix will be deemed incorporated in that trade confirmation.
Cenkos reserves the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event that the Placing is oversubscribed.
Cenkos also reserve the right not to accept offers to subscribe for Placing
Shares or to accept such offers in part rather than in whole. The acceptance
and, if applicable, scaling back of offers shall be at the absolute discretion
of Cenkos.
Each Pla'ee's obligations will be owed to the Company and to Cenkos. Following
the oral confirmation referred to above, each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to the Company
and Cenkos, as agent of the Company, to pay to Cenkos (or as Cenkos may
direct) in cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, neither Cenkos, any subsidiary of
Cenkos, any branch, affiliate or associated undertaking of Cenkos or any such
subsidiary, nor any of their respective directors, officers, employees, agents
or advisers (each"a "Cenkos Affiliate") nor any person acting on their behalf
shall have any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Cenkos, any Cenkos
Affiliate nor any person acting on its behalf shall have any liability
(including, to the extent legally permissible, any fiduciary duties), in
respect of its conduct of the Bookbuilding Process or of such alternative
method of effecting the Placing as Cenkos may determine.
All obligations of Cenkos under the Placing will be subject to fulfilment of
the conditions referred to in this Announcement including without limitation
those referred to below under "Conditions of the Placing".
(e) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Cenkos under the Placing Agreement are conditional, among
other things, upon:
(i) the Company allotting, subject only to Admission,
the Placing Shares in accordance with the Placing Agreement;
(ii) the release of this Announcement;
(iii) admission of the Placing Shares occurring not later
than 8.00 a.m. on 1 September 2022, or such later date as Cenkos and the
Company may agree (but in any event not later than 22 September 2022);
(iv) the warranties on the part of the Company contained in
the Placing Agreement being true and accurate and not misleading on and as of
the date of the Placing Agreement and at Admission;
(v) the Company having complied with its obligations under
the Placing Agreement to the extent they fall to be performed prior to
Admission; and
(vi) the passing of the Resolutions.
If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Cenkos), or (b) the Placing
Agreement is terminated including in the circumstances specified below, the
Placing will lapse and each Placee's rights and obligations hereunder shall
cease and determine at such time and no claim may be made by a Placee in
respect thereof.
Neither Cenkos, any Cenkos Affiliate, the Company, nor any subsidiary of the
Company, nor any branch, affiliate or associated undertaking of any such
company nor any of their respective directors, officers and employees (each a
"Company Affiliate") shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in respect of any
decision it may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition in the Placing Agreement or
in respect of the Placing generally.
By participating in the Placing, each Placee agrees that Cenkos's rights and
obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Right to terminate under the Placing
Agreement".
(f) Right to terminate under the Placing Agreement
Cenkos has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, including, inter alia, where any warranty
was, when given, untrue, inaccurate or misleading, or where any warranty is
not, or has ceased to be, true, accurate or not misleading (or would not be
true, accurate or not misleading if then repeated) by reference to the facts
subsisting at the relevant time, where the Company has failed to comply with
certain of its obligations under the Placing Agreement, or upon the occurrence
of a force majeure event or a material adverse change in the financial or
trading position or prospects of any member of the Group.
By participating in the Placing, each Placee agrees with Cenkos that the
exercise by Cenkos of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of Cenkos and that
Cenkos need not make any reference to the Placees in this regard and that, to
the fullest extent permitted by law, neither the Company Cenkos, any Cenkos
Affiliate nor any Company Affiliate shall have any liability whatsoever to the
Placees in connection with any such exercise or failure to so exercise.
(g) No Prospectus
No offering document or prospectus has been or will be prepared in relation to
the Placing and no such prospectus is required (in accordance with the UK
Prospectus Regulation) to be published or submitted to be approved by the FCA
and Placees' commitments will be made solely on the basis of the information
contained in this Announcement and certain business and financial information
the Company is required to publish in accordance with the AIM Rules and the
rules and practices of the FCA.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to Cenkos and the Company that it has neither received nor relied
on any information, representation, warranty or statement made by or on behalf
of Cenkos (other than the amount of the relevant Placing participation in the
oral confirmation given to Placees and the trade confirmation referred to
below), any Cenkos Affiliate, any persons acting on its or their behalf or the
Company or any Company Affiliate and neither Cenkos, any Cenkos Affiliate, nor
any persons acting on their behalf, the Company, any Company Affiliate nor any
persons acting on their behalf will be liable for the decision of any Placee
to participate in the Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or received
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges to and agrees with
Cenkos, for itself and as agent for the Company that (except for, in relation
to the Company, the information contained in this Announcement) it has relied
on its own investigation of the business, financial or other position of the
Company in deciding whether to participate in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
(h) Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within CREST, using the delivery versus payment mechanism, subject to
certain exceptions. Cenkos reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means as they may deem
necessary, including, without limitation, if delivery or settlement is not
possible or practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 30 August 2022
Settlement Date 1 September 2022
ISIN Code JE00BJTLYP93
SEDOL BJTLYP9
Deadline for input instruction into CREST 1 September 2022
Following the close of the Bookbuild Process, each Placee allocated Placing
Shares in the Placing will be sent a trade confirmation stating the number of
Placing Shares allocated to it, the Issue Price, the aggregate amount owed by
such Placee to Cenkos (as agent for the Company) and settlement instructions.
Placees should settle against the CREST ID provided to them by Cenkos. It is
expected that such trade confirmation will be despatched on the expected trade
date shown above. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which it has in place
with Cenkos.
It is expected that settlement will take place on the settlement date shown
above on a delivery versus payment basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by Cenkos.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with these
obligations, Cenkos may sell any or all of the Placing Shares allocated to the
Placee on such Placee's behalf and retain from the proceeds, for Cenkos's own
account and profit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The Placee will, however, remain liable for any
shortfall below the aggregate amount owed by such Placee and it 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.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither Cenkos nor the Company shall be responsible for
the payment thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
(i) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. on
1 September 2022 (or such later date as the Company and Cenkos may agree) and
on the Placing Agreement being otherwise unconditional in all respects and not
having been terminated in accordance with its terms on or before Admission;
and (ii) the confirmation mentioned under paragraph (a) above, an Investor
agrees to become a member of the Company and agrees to acquire Placing Shares
at the Issue Price. The number of Placing Shares acquired by such Investor
under the Placing shall be in accordance with the arrangements described
above.
(j) Payment for Placing Shares
Each Investor undertakes to pay the Issue Price for the Placing Shares
acquired by such Investor in such manner as shall be directed by Cenkos. In
the event of any failure by an Investor to pay as so directed, the relevant
Investor shall be deemed hereby to have appointed Cenkos or its nominee to
sell (in one or more transactions) any or all of the Placing Shares in respect
of which payment has not been made as so directed and to have agreed to
indemnify on demand Cenkos in respect of any liability for stamp duty and/or
stamp duty reserve tax arising in respect of any such sale or sales.
(k) Representations and warranties
By receiving this Announcement, each Investor and, to the extent applicable,
any person confirming his agreement to acquire Placing Shares on behalf of an
Investor or authorising Cenkos to notify an Investor's name to the Registrars,
is deemed to acknowledge, agree, undertake, represent and warrant to Cenkos,
the Registrars and the Company that:
(i) the Investor has read this Announcement, including this Appendix, in
its entirety and acknowledges that its participation in the Placing shall be
made solely on the terms and subject to the conditions set out in these terms
and conditions, the Placing Agreement and the Articles. Such Investor agrees
that these terms and conditions and the contract note issued by Cenkos to such
Investor represent the whole and only agreement between the Investor, Cenkos
and the Company in relation to the Investor's participation in the Placing and
supersedes any previous agreement between any of such parties in relation to
such participation. Accordingly, all other terms, conditions, representations,
warranties and other statements which would otherwise be implied (by law or
otherwise) shall not form part of these terms and conditions. Such Investor
agrees that none of the Company, Cenkos nor any of their respective officers
or directors will have any liability for any such other information or
representation and irrevocably and unconditionally waives any rights it may
have in respect of any such other information or representation;
(ii) the content of this Announcement is exclusively the responsibility
of the Company and the Directors and that neither Cenkos, nor any person
affiliated with Cenkos or acting on its behalf is responsible for or shall
have any liability for any information, representation or statement contained
in this Announcement or any information previously published by or on behalf
of the Company or any member of the Group and will not be liable for any
decision by an Investor to participate in the Placing based on any
information, representation or statement contained in this Announcement or
otherwise;
(iii) the Investor has not relied on Cenkos or any person affiliated with
Cenkos in connection with any investigation of the accuracy of any information
contained in this Announcement or its investment decision;
(iv) in agreeing to acquire Placing Shares under the Placing, the
Investor is relying on this Announcement (including this Appendix) and not on
any draft hereof or other information or representation concerning the Group,
the Placing or the Placing Shares. Such Investor agrees that neither the
Company nor Cenkos nor their respective officers, directors or employees will
have any liability for any such other information or representation and
irrevocably and unconditionally waives any rights it may have in respect of
any such other information or representation;
(v) Cenkos is not making any recommendations to Investors or advising any
of them regarding the suitability or merits of any transaction they may enter
into in connection with the Placing, and each Investor acknowledges that
participation in the Placing is on the basis that it is not and will not be a
client of Cenkos and that Cenkos is acting for the Company and no one else,
and Cenkos will not be responsible to anyone else for the protections afforded
to its clients, and that Cenkos will not be responsible for anyone other than
the Company for providing advice in relation to the Placing, the contents of
this Announcement or any transaction, arrangements or other matters referred
to herein, and Cenkos will not be responsible for anyone other than the
relevant parties to the Placing Agreement in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of Cenkos's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any termination
right contained therein;
(vi) save in the event of fraud on its part (and to the extent permitted
by the rules of the FCA), neither Cenkos nor its respective directors or
employees shall be liable to an Investor for any matter arising out of the
role of Cenkos as the Company's broker or nominated adviser pursuant to the
AIM Rules or otherwise, and that where any such liability nevertheless arises
as a matter of law each Investor will immediately waive any claim against
Cenkos and their respective directors and employees which an Investor may have
in respect thereof;
(vii) the Investor has complied with all applicable laws and such
Investor will not infringe any applicable law as a result of such Investor's
agreement to acquire Placing Shares under the Placing and/or acceptance
thereof or any actions arising from such Investor's rights and obligations
under the Investor's agreement to acquire Placing Shares under the Placing
and/or acceptance thereof or under the Articles;
(viii) all actions, conditions and things required to be taken, fulfilled
and done (including the obtaining of necessary consents) in order: (i) to
enable the Investor lawfully to enter into, and exercise its rights and
perform and comply with its obligations to acquire the Placing Shares under
the Placing; and (ii) to ensure that those obligations are legally binding and
enforceable, have been taken, fulfilled and done. The Investor's entry into,
exercise of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a) its
constitutional documents; or (b) any agreement to which the Investor is a
party or which is binding on the Investor or its assets;
(ix) it understands that no action has been or will be taken in any
jurisdiction by the Company, Cenkos or any other person that would permit a
public offering of the Placing Shares, or possession or distribution of this
Announcement, in any country or jurisdiction where action for that purpose is
required;
(x) to the fullest extent permitted by law, the Investor acknowledges
and agrees to the disclaimers contained in this Announcement and acknowledges
and agrees to comply with the selling restrictions set out in this
Announcement;
(xi) the Placing Shares have not been and will not be registered under
the Securities Act or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States or under the applicable securities laws of Australia, Canada,
Japan, the Republic of South Africa or New Zealand or where to do so may
contravene local securities laws or regulations;
(xii) the Investor is, and at the time the Placing Shares are acquired,
will be located outside the United States and eligible to participate in an
"offshore transaction" as defined in and in accordance with Regulation S;
(xiii) if it is acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein on behalf
of each such account;
(xiv) the Company, the Registrars or transfer agent or other agent of the
Company, will not be required to accept the registration of transfer of any
Placing Shares acquired by the Investor, except upon presentation of evidence
satisfactory to the Company that the foregoing restrictions on transfer have
been complied with;
(xv) the Investor invests in or purchases securities similar to the
Placing Shares in the normal course of its business and it has such knowledge
and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Placing Shares;
(xvi) the Investor has conducted its own investigation with respect to
the Company and the Placing Shares and has had access to such financial and
other information concerning the Company and the Placing Shares as the
Investor deemed necessary to evaluate the merits and risks of an investment in
the Placing Shares, and the Investor has concluded that an investment in the
Placing Shares is suitable for it or, where the Investor is not acting as
principal, for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xvii) the Investor or, where the Investor is not acting as principal,
any beneficial owner of the Placing Shares, is able to bear the economic risk
of an investment in the Placing Shares for an indefinite period and the loss
of its entire investment in the Placing Shares;
(xviii) there may be adverse consequences to the Investor under tax laws
in other jurisdictions resulting from an investment in the Placing Shares and
the Investor has made such investigation and has consulted such tax and other
advisors with respect thereto as it deems necessary or appropriate;
(xix) the Investor is not a resident of Australia, Canada, Japan, the
Republic of South Africa or New Zealand and acknowledges that the Placing
Shares have not been and will not be registered nor will a prospectus be
prepared in respect of the Placing Shares under the securities legislation of
Australia, Canada, Japan, the Republic of South Africa or New Zealand and,
subject to certain exceptions, the Placing Shares may not be offered or sold,
directly or indirectly, in or into those jurisdictions;
(xx) the Investor is liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by it or any other person on the acquisition by it of
any Placing Shares or the agreement by it to acquire any Placing Shares;
(xxi) in the case of a person who confirms to Cenkos on behalf of an
Investor an agreement to acquire Placing Shares under the Placing and/or who
authorises Cenkos to notify such Investor's name to the Registrars, that
person represents that he has authority to do so on behalf of the Investor;
(xxii) the Investor has complied with its obligations in connection with
money laundering and terrorist financing under the Money Laundering
Regulations 2017 and any other applicable law, regulations or guidance
concerning the prevention of money laundering and, if it is making payment on
behalf of a third party, that: (i) satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party; and (ii)
arrangements have been entered into with the third party to obtain from the
third party copies of any identification and verification data immediately on
request as required by the Money Laundering Regulations 2017 and, in each
case, agrees that pending satisfaction of such obligations, definitive
certificates (or allocation under the CREST system) in respect of the Placing
Shares comprising the Investor's allocation may be retained at Cenkos's
discretion;
(xxiii) the Investor agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, Cenkos and/or the Company may
require proof of identity of the Investor and related parties and verification
of the source of the payment before the application can be processed and that,
in the event of delay or failure by the Investor to produce any information
required for verification purposes, Cenkos and/or the Company may refuse to
accept the application and the moneys relating thereto. The Investor holds
harmless and will indemnify Cenkos and/or the Company against any liability,
loss or cost ensuing due to the failure to process this application, if such
information as has been required has not been provided by it or has not been
provided on a timely basis;
(xxiv) the Investor is not, and is not applying as nominee or agent for,
a person which is, or may be, mentioned in any of sections 67, 70, 93 or 96 of
the Finance Act 1986 (depository receipts and clearance services);
(xxv) (i) the Investor has complied with and will continue to comply with
its obligations under the Market Abuse Regulation (EU) No. 596/2014 as it
forms part of the law of England and Wales by virtue of the European Union
(Withdrawal) Act 2018, Criminal Justice Act 1993 and Part VIII of FSMA and
other applicable law; (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006, the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) 2017 Regulations, and any other applicable law
(where all such legislation listed under this (ii) shall together be referred
to as the "AML Legislation"); and (iii) it is not a person: (1) with whom
transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations promulgated
by, the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (2) named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (3) subject to financial
sanctions imposed pursuant to a regulation of the EU or a regulation adopted
by the United Nations (together, the "Regulations"); and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations and pursuant to AML Legislation and has obtained all governmental
and other consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Cenkos or the
Company such evidence, if any, as to the identity or location or legal status
of any person (including in relation to the beneficial ownership of any
underlying investor) which Cenkos or the Company may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise or any other
information as may be required to comply with legal or regulatory requirements
(including in particular under the AML Legislation)) in the form and manner
requested by Cenkos or the Company on the basis that any failure by it to do
so may result in the number of Placing Shares that are to be purchased by it
or at its direction pursuant to the Placing being reduced to such number, or
to nil, as Cenkos may decide at its sole discretion;
(xxvi) if the Investor is in the UK, the Investor is a person: (i) who
has professional experience in matters relating to investments falling within
article 19(5) of the FPO; or (ii) a high net worth entity falling within
article 49(2)(a) to (d) of the FPO or (ill) is a person to whom this
announcement may otherwise be lawfully communicated, and in all cases is
capable of being categorised as a Professional Client or Eligible Counterparty
for the purposes of the Financial Conduct Authority Conduct of Business Rules;
(xxvii) if the Investor is in the EEA, the person is a "Professional
Client/Eligible Counterparty" within the meaning of Annex 11/Article 24 (2) of
MiFID and is not participating in the Placing on behalf of persons in the EEA
other than professional clients or persons in the UK and other Member States
(where equivalent legislation exists) for whom the Investor has authority to
make decisions on a wholly discretionary basis;
(xxviii) each Investor in a relevant member state of the EEA who acquires
any Placing Shares under the Placing contemplated hereby will be deemed to
have represented, warranted and agreed with Cenkos and the Company that: (i)
it is a qualified investor within the meaning of the law in that relevant
member state implementing Article 2(e) of the EU Prospectus Regulation; and
(ii) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation: (A) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any relevant member state other than qualified
investors, as that term is defined in the Prospectus Regulation, or in other
circumstances falling within Article 3(2) of the Prospectus Regulation and the
prior consent of Cenkos has been given to the offer or resale; or (B) where
Placing Shares have been acquired by it on behalf of persons in any relevant
member state other than qualified investors, the offer of those Placing Shares
to it is not treated under the Prospectus Regulation as having been made to
such persons;
(xxx) represents and warrants that 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;
(xxxi) in the case of a person who confirms to Cenkos on behalf of an
Investor an agreement to acquire Placing Shares under the Placing and who is
acting on behalf of a third party, that the terms on which the Investor (or
any person acting on its behalf) are engaged enable it to make investment
decisions in relation to securities on that third party's behalf without
reference to that third party;
(xxxii) the exercise by Cenkos of any rights or discretions under the
Placing Agreement shall be within the absolute discretion of Cenkos and Cenkos
need not have any reference to any Investor and shall have no liability to any
Investor whatsoever in connection with any decision to exercise or not to
exercise or to waive any such right and each Investor agrees that it shall
have no rights against Cenkos or any of their directors or employees under the
Placing Agreement;
(xxxiii) it irrevocably appoints any director of Cenkos (as relevant to
its participation in the Placing) as its agent for the purposes of executing
and delivering to the Company and/or the Registrars any documents on its
behalf necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing and otherwise to
do all acts, matters and things as may be necessary for, or incidental to, its
acquisition of any Placing Shares in the event of its failure so to do;
(xxxiv) it will indemnify and hold the Company, Cenkos and their
respective affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements,
agreements and undertakings in this paragraph and further agrees that the
provisions of this paragraph will survive after completion of the Placing;
(xxxv) Cenkos may, in accordance with applicable legal and regulatory
provisions, engage in transactions in relation to the Placing Shares and/or
related instruments for its own account and, except as required by applicable
law or regulation, Cenkos will not make any public disclosure in relation to
such transactions; and
(xxxvi) Cenkos and each of its respective affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the Placing Shares,
any other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by Cenkos and/or any of its respective affiliates, acting as an
investor for its or their own account(s). Neither Cenkos nor the Company
intend to disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do so.
The Company and Cenkos will rely upon the truth and accuracy of each of the
foregoing representations, warranties and undertakings.
(l) Supply and disclosure of information
If Cenkos, the Registrars or the Company or any of their respective agents
request any information about an Investor's agreement to acquire Placing
Shares, such Investor must promptly disclose it to them and ensure that such
information is complete and accurate in all respects.
(m) Miscellaneous
The rights and remedies of Cenkos, the Registrars and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them, and the exercise or partial exercise
of one will not prevent the exercise of others.
(i) On application, each Investor may be asked to disclose, in writing or
orally to Cenkos:
(A) if he is an individual, his nationality; or
(B) if he is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may be sent
by post to such Investor at an address notified to Cenkos.
(iii) Each Investor agrees to be bound by the Articles (as amended from
time to time) once the Placing Shares which such Investor has agreed to
acquire have been acquired by such Investor.
(iv) These provisions may be waived, varied or modified as regards
specific Investors or on a general basis by Cenkos.
(v) The contract to acquire Placing Shares and the appointments and
authorities mentioned herein will be governed by, and construed in accordance
with, the laws of England and Wales. For the exclusive benefit of Cenkos, the
Company and the Registrars, each Investor irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters. This does not
prevent an action being taken against an Investor in any other jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" or "Placee" in these terms and conditions are to
each of such Investors and such joint Investors' liability is joint and
several.
(vii) Cenkos and the Company each expressly reserve the right to modify
the Placing (including, without limitation, its timetable and settlement) at
any time before allocations of Placing Shares under the Placing are
determined.
(viii) The Placing is subject to the satisfaction of the conditions
contained in the Placing Agreement and the Placing Agreement not having been
terminated.
(ix) Time is of the essence as regards each Investor's
obligations under this Appendix.
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