REG - Mobile Streams plc - Capital Raise of up to £300,000
09/01/2024 07:00
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RNS Number : 0185Z Mobile Streams plc 09 January 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE. PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE PUBLIC
OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN MOBILE STREAMS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF MOBILE STREAMS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION.
9 January 2024
Mobile Streams plc
("Mobile Streams", the "Company" or the "Group")
Capital Raise of up to £300,000
Mobile Streams plc (AIM: MOS), the AIM quoted mobile content and data
intelligence company, today announces its intention to conduct a non
pre-emptive placing of new ordinary shares in the Company ("Ordinary Shares")
("Offer Shares") to raise gross proceeds of up to £300,000 (the "Capital
Raise") to fund the expansion of its operations in Mexico and for PLC working
capital.
The Capital Raise will comprise of:
- An institutional placing (the "Placing") that will be conducted
through an accelerated book building process (the "Bookbuilding Process"),
which will be launched immediately following this Announcement, and will be
made available to new and existing eligible investors; and
- A retail offer of new Ordinary Shares in the Company via the
BookBuild platform (the "Retail Offer"). The Retail Offer aims to provide
existing retail investors in the UK with an opportunity to participate in the
Capital Raise. A separate announcement has been made regarding the Retail
Offer.
The Capital Raise is in line with the Company's stated intentions as announced
on 12 December 2023, as part of the expansion and strategy update alongside
the direct subscription for shares by certain investors, Directors and PDMRs
of the Company (the "Subscription").
Given the time that has elapsed since the Subscription was announced and
following stakeholder engagement, the Company has determined to reduce the
issue price to 0.06 pence per New Ordinary Share (the "Offer Price"),
representing a premium to the Closing Mid-Market Price on 8 January 2024 of
approximately 14%; there will also now be no warrants attached to these New
Ordinary Shares.
The Placing is subject to the terms and conditions set out in Appendix 1 to
this Announcement. Panmure Gordon (UK) Limited ("Panmure Gordon") are acting
as Sole Bookrunner in connection with the Placing. The issue and allotment of
the new Ordinary Shares will be within the existing authorities of the
Company's board of directors.
It is expected that the Bookbuilding Process will close at the same time as
the Retail Offer, being 4.30pm on 11 January 2024, however the timing of the
closing of the book and allocations remain at the discretion of the Company
and Panmure Gordon, and the Bookbuilding Process may close earlier than the
Retail Offer.
Rationale for the Capital Raise & Use of Proceeds
As announced, MOS and its partners intend to create one of the largest Sports
Media Groups in Mexico, by partnering with one of the largest media publishers
in Mexico, namely Capital Media Group, together with the co-owner of Necaxa
football club, the co-owner of Atlante football club, the co-owners of Capital
Media Group and the Neme family, which owns Alive Sports Entertainment, one of
Mexico's biggest sports event businesses.
The Company's existing wholly owned Mexican subsidiary, Mobile Streams of
Mexico, S.de R.I, intends to pay MXN 5m to obtain a 10% shareholding in
Capital Media Sports, which has a strategy seeking to acquire a number of
sporting publications under which it has signed heads to terms to acquire
Estadio, a major existing heritage sports media publication in Mexico formerly
owned by Capital News S.A ("Capital News" and part of the Capital Media
Group), as the first of these. Capital Media Sports will, according to the HOT
(Heads of Terms), acquire all associated IP for the print and digital
operations of the publication.
Initially Capital Media Sports will acquire the assets and IP of Estadio.
Given its limited recent operations, there is no financial information
regarding Estadio to report under Schedule 4 of the AIM Rules. Following the
acquisition of the interest in Capital Media Sports, MOS and its partners
will, subject to regulatory approvals, then fund the launch of two associated
companies, Estadio Bet ("Bet") and Estadio Talk ("Talk"), in which MOS will
have a 25% interest (together the "Investment").Bet will be a betting company
using the sports publication brand to deliver online gambling and betting
services to Mexican consumers and Talk will be a 'Talk Sport' style podcast
service, also utilising the brand.
To fund the costs of the Investment, including the Company's share of launch
and development of Bet as well as to fund ongoing working capital, the Company
undertook a Company led subscription with various investors and certain
Directors to raise gross proceeds of £675,000 (including £100,000 of shares
being issued in lieu of accrued Directors' and Management's fees). Each
Subscriber will also receive one for one warrants exercisable at 0.15p that
have a 12 month term, are non-transferable and will not be listed.
It is expected that £250,000 of the Subscription proceeds will be allocated
towards funding the launch and development of Bet. The target for the launch
of Bet is early Q2 2024 and Talk shortly thereafter, subject to funding.
The three businesses will, it is hoped, provide for cross advertising and
marketing opportunities. Along with that, Capital Media Group's 25 media
channels including print, online, radio and television channels will advertise
the sports publication brand, promoting these services to an estimated 25m
plus audience reach from launch. At the same time, MOS's Heroes NFTclub
service will be advertised across all these channels.
MOS will sign service agreements with both Bet and Talk and the expected
contracted fee arrangements from these agreements for services provided to Bet
and Talk are expected to generate substantial revenue for the Company. MOS
expects the combined impact of these agreements, revenue synergy opportunities
and cost transfers, to get the Company to cash breakeven within 12 months.
Immediate additional benefits for MOS include:
· Revenue synergy opportunities for its existing content portfolio
- Live Scores sites, NFTs and the sports publication audience;
· Advertising, sponsorship and editorial opportunities within
publication branded assets;
· Potential future dividend payments from Capital Media Sports and
proceeds from any liquidity events, should they come to fruition;
· Strategic positioning being enhanced within Mexico and the LATAM
region.
Details of the Capital Raise
The Capital Raise is expected, to raise gross proceeds of up to £0.3m,
comprising the Placing and the Retail Offer. The total number of new Ordinary
Shares to be issued pursuant to the Capital Raise (the "Offer Shares") will be
announced by the Company at the close of the Bookbuild process. The Company
will rely on the allotment and disapplication of pre-emption rights
authorities granted by shareholders to the Company at its annual general
meeting ("AGM") held on 31 January 2023.
The Capital Raise is not conditional upon the approval by the Company's
shareholders.
Details of the Placing
The Placing is subject to the terms and conditions set out in Appendix to this
Announcement.
The Company has today entered into a placing agreement with the Sole
Bookrunner in relation to the Placing (the "Placing Agreement"). Pursuant to
the terms of the Placing Agreement, the Sole Bookrunner, as agent for the
Company, have conditionally agreed to use their reasonable endeavours to place
the Placing Shares with investors. The Sole Bookrunner will commence the
Bookbuilding Process in respect of the Placing immediately following the
publication of this Announcement. The number of Placing Shares to be issued to
Placees in connection with the Placing will be determined by the Company and
Sole Bookrunner following the close of the Bookbuilding Process.
The book will open with immediate effect following this Announcement. The
timing of the closing of the Bookbuilding Process, the number of Placing
Shares and allocations are to be agreed between the Sole Bookrunner and the
Company. Details of the number of Placing Shares taken up under the Placing
will be announced as soon as practicable after the close of the Bookbuilding
Process. The Placing is not being underwritten.
The Placing Agreement contains customary warranties from the Company in favour
of the Sole Bookrunner relating to the Group and its business. In addition,
the Company has agreed to indemnify the Sole Bookrunner and their affiliates
in relation to certain liabilities they may incur in respect of the Placing.
The Sole Bookrunner can terminate the Placing Agreement at any time prior to
Admission in certain circumstances, including in the event of a breach of the
warranties given in the Placing Agreement, the failure of the Company to
comply with its obligations under the Placing Agreement or, the occurrence of
a force majeure event or a material adverse change affecting the financial
position or business or prospects of the Company. If this right is exercised
by the Sole Bookrunner the Placing will not proceed.
Details of the Retail Offer
The Company also intends to use the BookBuild Platform to conduct a Retail
Offer, on the terms to be set out in a separate announcement to be made by the
Company.
The Retail Offer Shares, when issued and fully paid, will 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
Admission.
The Retail Offer will not be available to investors outside the UK.
Admission, settlement and CREST
Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for the Offer Shares to be admitted to trading on the AIM Market
("AIM") ("Admission"). The Offer Shares, when issued, will be credited as
fully paid and will rank pari passu in all respects with the existing ordinary
shares of 0.01 pence each in the capital of the Company (the "Existing
Ordinary Shares"), including, without limitation, the right to receive all
dividends and other distributions declared, made or paid after the date of
issue. It is expected that Admission will be effective and trading in the
Offer Shares will commence at 8.00 a.m. on 15 January 2024.
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 Appendix 1 to this Announcement (which forms part
of this Announcement).
Appendix 1 sets out further information relating to the Bookbuilding Process
and the terms and conditions of the Placing. Persons who choose to participate
in the Placing, by making an oral, electronic or written offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety (including the Appendix) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in Appendix.
For the purposes of UK MAR, the person responsible for arranging the release
of this announcement on behalf of the Company is Mark Epstein, Chief Executive
Officer.
Ends
For further information, please contact:
Mobile Streams plc
Nigel Burton, Adviser
+44 77 8523 4447
www.mobilestreams.com (http://www.mobilestreams.com/)
Beaumont Cornish (Nominated Adviser)
James Biddle / Roland Cornish
+44 (0) 20 7628 3396
Panmure Gordon (Sole Bookrunner)
Simon J French
Hugh Rich
Tel: +44 (0) 20 7886 2500
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the
Republic of South Africa or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. This Announcement is for
information purposes only and does not constitute an offer to sell or issue,
or the solicitation of an offer to buy, acquire or subscribe for any shares in
the capital of the Company in the United States, Australia, Canada, Japan, New
Zealand, the Republic of Ireland or the Republic of South Africa or any other
state or jurisdiction in which such offer or solicitation is not authorised or
to any person to whom it is unlawful to make such offer or solicitation. Any
failure to comply with these restrictions may constitute a violation of
securities laws of such jurisdictions. The securities referred to in this
Announcement have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or with any
securities regulatory authority of any state or jurisdiction of the United
States, or under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, pledged, transferred or
delivered, directly or indirectly, in or into the United States except
pursuant to an applicable exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and, in each case, in
compliance with the securities laws of any state or other jurisdiction of the
United States.
There is no intention to register any portion of the Placing, or any of the
other securities referred to in this announcement, in the United States or to
conduct any public offering of securities in the United States or elsewhere.
All offers of Placing Shares will be made pursuant to an exemption under the
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") and Prospectus
Regulation (EU 2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"), as amended ("UK Prospectus
Regulation") from the requirement to produce a prospectus. No prospectus
will be made available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published. Persons needing advice should
consult an independent financial adviser.
Members of the public are not eligible to take part in the Placing. This
Announcement including the terms and conditions set out in Appendix is for
information purposes only and is directed only at: (a) persons in Member
States of the Economic European Area who are qualified investors within the
meaning of article 2(1)(e) of the Prospectus Regulation ("Qualified
Investors"); and (b) in the United Kingdom, persons who are Qualified
Investors as defined in article (2)(e) of the UK Prospectus Regulation and who
(i) have professional experience in matters relating to investments falling
within the definition of "investments professional" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of the Order;
or (iii) are persons to whom it may otherwise be lawfully communicated; (all
such persons together being referred to as "Relevant Persons"). This
Announcement must not be acted on or relied on by persons in any EEA member
state by persons who are not Qualified Investors or by persons in the UK who
are not Relevant Persons.
The distribution of this Announcement (including the Appendix) and the
offering of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, and/or the Sole Bookrunner
that would permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
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 Sole Bookrunner to inform themselves about, and to observe,
such restrictions. Any failure to comply with this restriction may constitute
a violation of the securities laws of such jurisdictions. Persons needing
advice should consult an independent financial adviser.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance, and
the Placing Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or territory of
Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, New
Zealand, the Republic of Ireland or the Republic of South Africa or any other
jurisdiction outside the EEA and the United Kingdom.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA"), by a person authorised under FSMA. This Announcement is
being distributed to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.
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.
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 Sole Bookrunner, or by any of their respective
partners, directors, officers, employees, advisers, consultants, 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 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 Sole Bookrunner or any of their
respective partners, directors, officers, employees, advisers, consultants,
affiliates or agents. Save for any responsibilities or liabilities, if any,
imposed on the Sole Bookrunner by FSMA or by the regulatory regime established
under it, no responsibility or liability is accepted by the Sole Bookrunner or
any of their respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents 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 Placing.
Panmure Gordon, who are 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 Sole Bookrunner
nor any of their respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents are responsible to anyone other
than the Company for providing the protections afforded to clients of the Sole
Bookrunner or for providing advice in connection with the contents of this
Announcement or for any other matters referred to herein.
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
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. 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 expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such 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 Sole Bookrunner.
The Offer Shares to be issued pursuant to the Capital Raise will not be
admitted to trading on any stock exchange other than AIM.
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 Sole Bookrunner have only procured 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.
Information to Distributors (EU)
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 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 as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU 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 EU 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 EU Target Market Assessment, the Sole
Bookrunner will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING SHARES
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing.
TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO
PUBLIC OFFERING OF THE PLACING SHARES (BEING NEW ORDINARY SHARES IN MOBILE
STREAMS PLC (THE "COMPANY")) WILL BE MADE. THE TERMS AND CONDITIONS SET OUT
AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY PANMURE GORDON
(UK) LIMITED ("PANMURE GORDON") WHO ARE PERSONS ("PLACEES") WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED
INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
(REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS
REGULATION") AND (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED
INVESTORS, AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (ACTING AS
PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (AS AMENDED) ("FSMA") APPLIES) AS IT FORMS PART
OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS
AMENDED) (THE "UK PROSPECTUS REGULATION") AND OTHER IMPLEMENTING MEASURES
(SUCH PERSONS IN (A) AND (B) (I) BEING "QUALIFIED INVESTORS"); AND WHO ARE
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
"FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR
(III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS DOCUMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES
LAWS OF ANY JURISDICTION ("RESTRICTED JURISDICTION").
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES OF AMERICA. THIS DOCUMENT IS NOT AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. 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, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES
ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED
AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS DOCUMENT, WILL
NOT BE ACCEPTED.
THIS DOCUMENT 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, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS DOCUMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE,
NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF THE
PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND
INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING
SHARES. THE DISTRIBUTION OF THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION
CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY
PERSON INTO WHOSE POSSESSION THIS DOCUMENT, ANY PART OF IT OR ANY INFORMATION
CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company or Panmure Gordon or any of their
respective affiliates, agents, directors, officers, consultants or employees
that would permit an offer of the Placing Shares or possession or distribution
of this document or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation from the requirement to produce a prospectus. In
the United Kingdom, this document is being directed solely at persons in
circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, or 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 document. 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 or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction in which such offer,
sale, resale or delivery would be unlawful.
Details of the Placing Agreement and the Placing Shares
Panmure Gordon and the Company entered into a Placing Agreement earlier today,
under which Panmure Gordon has, on the terms and subject to the conditions set
out therein, undertaken to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price, in order to raise up to
£300,000 in gross proceeds. The Placing is not being underwritten by Panmure
Gordon or any other person.
The Placing Shares are expected to be issued on or around 15 January 2024. The
Placing Shares will, when issued, be subject to the articles of association of
the Company, will be credited as fully paid and will rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions (if any) declared, made or paid on or in
respect of Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade under MOS with ISIN GB00B0WJ3L68.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Admission of the Placing Shares expected
to take place on 15 January 2024 ("Admission").
Placing
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares. The principal terms of the Placing
are as follows:
1. Panmure Gordon is arranging the Placing as agent for, and
broker to, the Company. Panmure Gordon is regulated by the FCA, and is acting
exclusively for the Company and no one else in connection with the matters
referred to in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its customers or
for providing advice in relation to the matters described in this
Announcement.
2. The price payable for the Placing Shares is fixed at 0.06p
(the "Issue Price").
3. The number of Placing Shares to be issued at the Issue
Price under the Placing will be agreed between Panmure Gordon and the Company.
4. Participation in the Placing is only available to persons
who are lawfully able to be, and have been, invited to participate by Panmure
Gordon. Panmure Gordon is entitled to participate in the Placing as principal.
5. Each Placee's allocation has been or will be confirmed to
Placees orally, or in writing (which can include email), by Panmure Gordon and
a trade confirmation or contract note has been or will be dispatched as soon
as possible thereafter. Panmure Gordon's oral or written confirmation will
give rise to an irrevocable, legally binding commitment by that person (who at
that point becomes a Placee), in favour of Panmure Gordon and the Company,
under which it agrees to acquire by subscription the number of Placing Shares
allocated to it at the Issue Price and otherwise on the terms and subject to
the conditions set out in this Announcement and in accordance with the
Company's articles of association. Except with Panmure Gordon's consent, such
commitment will not be capable of variation or revocation.
6. As noted above, each Placee's allocation will, unless
otherwise agreed between the Placee and Panmure Gordon, be evidenced by a
trade confirmation or contract note issued to each such Placee by Panmure
Gordon. The terms and conditions of this Announcement (including this
Appendix) will be deemed to be incorporated in that trade confirmation,
contract note or such other confirmation and will be legally binding on the
Placee on behalf of which it is made and except with Panmure Gordon's consent
will not be capable of variation or revocation from the time at which it is
issued.
7. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Panmure Gordon (as agent for the Company), to
pay to Panmure Gordon (or as Panmure Gordon may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of Placing
Shares such Placee has agreed to acquire and the Company has agreed to allot
and issue to that Placee.
8. Except as required by law or regulation, no press release
or other announcement will be made by Panmure Gordon or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the same time,
on the basis explained below under "Registration and Settlement".
10. All obligations of Panmure Gordon under the Placing will be
subject to fulfilment of the conditions referred to below "Conditions of the
Placing" and to the Placing not being terminated on the basis referred to
below under "Right to terminate under the Placing Agreement".
11. 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 be capable of rescission or
termination by the Placee.
12. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Panmure Gordon nor any of its Affiliates or any of
its officers, directors, employees, consultants or agents shall have any
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise whether or not a recipient of these terms and conditions)
in respect of the Placing. Each Placee acknowledges and agrees that the
Company is responsible for the allotment of the Placing Shares to the Placees
and Panmure Gordon and its Affiliates and officers, directors, employees,
consultants or agents shall have no liability to the Placees for the failure
of the Company to fulfil those obligations. In particular, neither Panmure
Gordon nor any of its Affiliates shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of Panmure
Gordon's conduct of the Placing.
Conditions of the Placing
Panmure Gordon's obligations under the Placing Agreement in respect of,
amongst other things, the Placing are conditional on, inter alia:
1. the release of this Announcement to a Regulatory
Information Service by no later than 7.00 a.m. on 9 January 2024 or such later
time and/or date as agreed by the Company and Panmure Gordon (being no later
than the Long Stop Date);
2. the Placing Results Announcement (as defined in the Placing
Agreement) having been released to a Regulatory Information Service by no
later than 5.30 p.m. on 11 January 2024 (or such later time and/or date as the
Company and Panmure Gordon may agree (being not later than the Long Stop
Date));
3. the delivery by the Company to Panmure Gordon and the
acceptance by Panmure Gordon of the Placing Results Agreement (as defined in
the Placing Agreement) by not later than 5.30 p.m. on 11 January 2024 (or such
later time and/or date as the Company and Panmure Gordon may agree (being not
later than the Long Stop Date));
4. the Application (as defined in the Placing Agreement) and
all other documents required to be submitted in connection with the
application for Admission being delivered by or on behalf of the Company to
Panmure Gordon in accordance with the AIM Rules by not later than 5.30pm on 11
January 2024 (or such later time and/or date as agreed by the Company and
Panmure Gordon (being no later than the Long Stop Date);
5. the Company having fully complied with all its obligations
under the Placing Agreement to the extent that such obligations fall to be
performed or satisfied on or prior to Admission;
6. the Investment Documents (as defined in the Placing
Agreement) remaining in full force and effect and not having lapsed or been
terminated or amended and no notice having been given of the same;
7. none of the warranties given in the Placing Agreement being
untrue, inaccurate or misleading in any respect at any time between 8 January
2024 and Admission and the delivery by the Company to Panmure Gordon of the
duly executed Warranty Confirmation Certificate (as defined in the Placing
Agreement) on the Business Day (and by no later than 5.00pm on that day)
immediately preceding the date of Admission;
8. the Company delivering to Panmure Gordon the documents
listed in Schedule 2 of the Placing Agreement by not later than the dates set
out in such Schedule;
9. the Company having paid to the London Stock Exchange such
charges as may be applicable in connection with the Admission;
10. the authority given in clause 4 of the Placing Agreement
remaining in full force and effect;
11. no matter having arisen before Admission which might
reasonably be expected to give rise to a claim under clause 9 of the Placing
Agreement;
12. Panmure Gordon not having exercised any of its rights to
terminate the Placing Agreement pursuant to clause 11 of the Placing
Agreement; and
13. Admission becoming effective on or before, 8.00am on 15
January 2024 (or such later date as Panmure Gordon and the Company may agree
but, in any event, not later than 5.00pm on the Long Stop Date) (the Admission
Condition).
If: (i) any of the conditions contained in the Placing Agreement, including
but not limited to those described above, are not fulfilled or (where
applicable) waived by Panmure Gordon by the respective time or date where
specified (or such later time or date as Panmure Gordon may notify to the
Company (being not later than the Long Stop Date, which is 31 January 2024))
or (ii) any of such conditions becomes incapable of being fulfilled, the
Placing will not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect thereof.
Panmure Gordon may, at its discretion and upon such terms as it thinks fit,
waive, or extend the period for, compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the conditions in
the Placing Agreement, save that the condition relating to Admission taking
place by the Long Stop Date may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this Announcement or its
Appendix. Placees will have no rights against Panmure Gordon, the Company or
any of their respective Affiliates under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
Neither Panmure Gordon, the Company nor any of their respective Affiliates or
officers, directors, employees, consultants or agents shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of Panmure Gordon.
Right to terminate the Placing Agreement
Panmure Gordon is entitled to terminate the Placing Agreement at any time
prior to Admission by giving written notice to the Company in certain
circumstances, including, inter alia:
1. any of the Conditions (other than the Admission Condition) which is not
waived (if capable of waiver) becomes incapable, for any reason, of being
satisfied or, in the reasonable opinion of Panmure Gordon, is likely to be
incapable of satisfaction before Admission; or
2. any statement contained in any of the Placing Documents (as defined in
the Placing Agreement) has become untrue or inaccurate or misleading or a new
matter has arisen or a change has taken place which would, if such document
were published at that time, constitute a material omission therefrom; or
3. in the opinion of Panmure Gordon, there is a material adverse change in
the financial position, business or prospects of the Group; or
4. in the opinion of Panmure Gordon, the results of any due diligence or
expert investigations and examinations conducted by or on behalf of Panmure
Gordon or the Company are not, in any material respect, satisfactory with
respect to the Company or its Group; or
5. there has been a breach of any Warranty or any fact or circumstance has
arisen which has caused any Warranty to become untrue, inaccurate or
misleading in any material respect if it were repeated at any time on or
before Admission by reference to the facts or circumstances subsisting at the
time of repetition; or
6. the Company has failed in any material respect to comply with the
Companies Act 2006, FSMA, the Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation or the Prospectus Regulation Rules; or
7. the Investment Documents are terminated or breached or the arrangements
relating to the Estadio Newcos are materially amended or proposed to be
materially amended; or
8. the Company has failed to comply in any material respect with its
obligations under the Placing Agreement; or
9. information comes to the attention of Panmure Gordon such that in its
opinion (acting in good faith), Admission would adversely affect the
reputation and integrity of AIM or that Admission is unlikely to be granted by
the London Stock Exchange.
If the Placing Agreement is terminated prior to Admission then the Placing
will not occur.
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 that the exercise by Panmure
Gordon of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Panmure Gordon and that
Panmure Gordon need not make any reference to Placees in this regard and that
neither Panmure Gordon nor any of its Affiliates shall have any liability to
Placees whatsoever in connection with any such exercise or failure so to
exercise.
No Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of a prospectus in the United Kingdom or any
equivalent document in any other jurisdiction. No offering document or
prospectus has been or will be submitted to be approved by the FCA or the
London Stock Exchange in relation to the Placing or the Placing Shares, and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in accordance
with the AIM Rules for Companies (the "Exchange Information") or which it has
otherwise announced by means of a Regulatory Information Service ("Publicly
Available Information"). 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 that it has neither received nor
relied on any other information (other than the Exchange Information/Publicly
Available Information), representation, warranty, or statement made by or on
behalf of the Company or Panmure Gordon or any other person and neither
Panmure Gordon, the Company nor 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 and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been authorised by
Panmure Gordon, the Company or their respective officers, directors,
employees, consultants or agents. 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. Neither
the Company nor Panmure Gordon are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing Shares by such
Placee under any legal, investment or similar laws or regulations. No Placee
should consider any information in this Announcement to be or constitute
legal, tax or business advice. Each Placee should consult its own solicitor,
tax adviser and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within CREST. Each
Placee will be deemed to agree that it will do all things necessary to ensure
that delivery and payment is completed as directed by Panmure Gordon in
accordance with the standing CREST settlement instructions which they have in
place with Panmure Gordon.
Settlement of transactions in the Placing Shares (ISIN: GB00B0WJ3L68)
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST") provided that, subject to
certain exceptions, Panmure Gordon reserves the right to require settlement
for, and delivery of, the Placing Shares (or a portion thereof) to Placees by
such other means that it deems necessary 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
any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on 15 January
2024 unless otherwise notified by Panmure Gordon and Admission is expected to
occur by 15 January 2024 or such later time as may be agreed between the
Company and Panmure Gordon, not being later than the Long Stop Date.
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note stating the number of Placing Shares allocated
to it at the Issue Price, the aggregate amount owed by such Placee to Panmure
Gordon (as agent for the Company) and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the CREST or certificated
settlement instructions that it has in place with Panmure Gordon. Settlement
will be through Panmure Gordon (UK) Limited, against CREST participant
account: 83801. For the avoidance of doubt, Placing allocations are expected
to be booked with a trade date of 11 January 2024 and settlement date of 15
January 2024 in accordance with the instructions set out in the trade
confirmation.
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 relevant Placing Shares to that Placee against payment.
If a Placee wishes to receive its Placing Shares in certificated form, it
should contact Panmure Gordon (UK) Limited (+44 (0)20 7886 2500) as soon as
possible after receipt of the allocation confirmation.
Placees who wish to receive their Placing Shares in certificated form are
expected to receive their certificates for their Placing Shares within 14 days
of allotment, provided payment in full has been made.
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 SONIA as determined by Panmure Gordon.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Panmure Gordon may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for Panmure Gordon's account and benefit (as agent for the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify Panmure
Gordon on demand for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on Panmure Gordon such authorities
and powers necessary to carry out any such sale and agrees to ratify and
confirm all actions which Panmure Gordon lawfully takes in pursuance of such
sale. Legal and/or beneficial title in and to any Placing Shares shall not
pass to the relevant Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that any form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither Panmure Gordon nor
the Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. 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) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to Panmure
Gordon (for itself and on behalf of the Company):
1. that it has read and understood this Announcement,
including this Appendix, in its entirety and that its subscription for Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to redistribute or
duplicate this Announcement;
2. that the shares in the capital of the Company are admitted
to the trading on AIM, a market operated by London Stock Exchange plc, and the
Company is therefore required to publish the Exchange Information, 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 Exchange 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;
3. that its obligations are irrevocable and legally binding
and shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by Panmure Gordon of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of Panmure Gordon and Panmure Gordon need not have any reference to it and
shall have no liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees that it has
no rights against Panmure Gordon or the Company, or any of their respective
officers, directors, consultants or employees, under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties Act) 1999;
5. that these terms and conditions represent the whole and
only agreement between it, Panmure Gordon and the Company in relation to its
participation in the Placing and supersedes any previous agreement between any
of such parties in relation to such participation. Accordingly, each Placee,
in accepting its participation in the Placing, 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, the Exchange Information and the Publicly Available Information,
such information being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Each Placee agrees that neither the
Company, Panmure Gordon nor any of their respective officers, directors,
employees, consultants or agents will have any liability for any such other
information, representation or warranty, express or implied;
6. that Panmure Gordon does not have any duties or
responsibilities to it, or its clients, similar or comparable to the duties of
"best execution" and "suitability" imposed by the Conduct of Business
Sourcebook in the FCA's Handbook of Rules and Guidance and that Panmure Gordon
is acting for it or its clients and that it will not be responsible for
providing protections to its clients;
7. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in the United Kingdom or any Member State of the European Economic
Area other than Qualified Investors or in circumstances in which the prior
consent of Panmure Gordon has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in the United
Kingdom or any member state of the EEA other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
8. that neither it nor, as the case may be, its clients expect
Panmure Gordon to have any duties or responsibilities to such persons similar
or comparable to the duties of "best execution" and "suitability" imposed by
the FCA's Conduct of Business Source Book, and that Panmure Gordon is not
acting for it or its clients, and that Panmure Gordon will not be responsible
for providing the protections afforded to customers of Panmure Gordon or for
providing advice in respect of the transactions described herein;
9. that it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and
neither Panmure Gordon or the Company nor any of their respective Affiliates,
agents, directors, officers, consultants or employees or any person acting on
behalf of any of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available Information; nor
has it requested Panmure Gordon, the Company or any of their respective
Affiliates, agents, directors, officers, consultants or employees or any
person acting on behalf of any of them to provide it with any such
information;
10. that the only information on which it is entitled to rely on
and on which it has relied upon in committing to subscribe for the Placing
Shares is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the Placing
based on this Announcement and the Publicly Available Information;
11. that neither Panmure Gordon nor the Company nor any of their
respective Affiliates, agents, directors, officers, consultants or employees
has made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of this Announcement or the Publicly Available
Information;
12. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling efforts" as
defined in Regulation S;
13. that, unless specifically agreed with Panmure Gordon, it is
not and was 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 Placing Shares was given and it is not acquiring Placing Shares
with a view to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing Shares
except pursuant to an exemption from the registration requirements of the
Securities Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
14. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of South Africa or Japan or a corporation,
partnership or other entity organised under the laws of Canada, Australia, New
Zealand, the Republic of South Africa or Japan and that it will not offer,
sell, renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in Canada, Australia, New Zealand, the Republic of South
Africa or Japan or to or for the benefit of any person resident in Canada,
Australia, New Zealand, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained from the
Securities Commission of any province of Canada, that no document has been or
will be lodged with, filed with or registered by the Australian Securities and
Investments Commission or Japanese Ministry of Finance and that the Placing
Shares are not being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada, Australia, New
Zealand, the Republic of South Africa or Japan;
15. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is unlawful to
make or accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
16. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not, directly or
indirectly, distribute, forward, transfer or otherwise transmit, any
presentation or offering materials concerning the Placing or the Placing
Shares to any persons within the United States;
17. 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 its discretion determine and without liability to such
Placee;
18. that it is entitled to subscribe for Placing Shares under the
laws of all relevant jurisdictions which apply to it and that it has fully
observed such laws and obtained all governmental and other consents which may
be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or Panmure Gordon 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;
19. that it has obtained all necessary consents and authorities to
enable it to give its commitment to subscribe for the Placing Shares and to
perform its subscription obligations;
20. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account: (a) to
acquire the Placing Shares for each managed account; (b) to make on its behalf
the representations, warranties, acknowledgements, undertakings and agreements
in this Appendix and this Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing in the
form provided to it by Panmure Gordon;
21. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience in matters
relating to investments and who are investment professionals) of the FPO; or
(b) a person of a kind described in paragraph 2 of Article 49 (high net worth
companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the FPO; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
22. that, unless otherwise agreed by Panmure Gordon, it is a
qualified investor (as defined in section 86(7) of FSMA;
23. that, unless otherwise agreed by Panmure Gordon, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
24. it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
25. that any money held in an account with Panmure Gordon (or its
nominees) on its behalf and/or any person acting on its behalf will not be
treated as client money within the meaning of the rules and regulations of the
FCA. Each Placee further acknowledges that the money will not be subject to
the protections conferred by the FCA's client money rules. As a consequence,
this money will not be segregated from Panmure Gordon's (or its nominee's)
money in accordance with such client money rules and will be used by Panmure
Gordon in the course of its own business and each Placee will rank only as a
general creditor of the Panmure Gordon;
26. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its ordinary
shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;
27. that it is not, and it is not 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;
28. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing for and/or
purchasing under the Placing unless and until Admission becomes effective;
29. that it appoints irrevocably any director of Panmure Gordon as
its agent for the purpose of executing and delivering to the Company and/or
its registrars any document on its behalf necessary to enable it to be
registered as the holder of the Placing Shares;
30. that, as far as it is aware, it is not acting in concert
(within the meaning given in The City Code on Takeovers and Mergers) with any
other person in relation to the Company;
31. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither Panmure Gordon nor
the Company has considered its particular objectives, financial situation and
needs;
32. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares and is aware that it may be required to bear, and it, and any accounts
for which it may be acting, are able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing;
33. that it will indemnify and hold the Company and Panmure Gordon
and their respective Affiliates, officers, directors, employees, consultants
and agents 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 Appendix and further agrees that the Company and Panmure
Gordon will rely on the truth and accuracy of the confirmations, warranties,
acknowledgements and undertakings herein and, if any of the foregoing is or
becomes no longer true or accurate, the Placee shall promptly notify Panmure
Gordon and the Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee pursuant to this Announcement (including this
Appendix) are given to Panmure Gordon for itself and on behalf of the Company
and will survive completion of the Placing and Admission;
34. that time shall be of the essence as regards obligations
pursuant to this Appendix;
35. that it is responsible for obtaining any legal, financial, tax
and other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or Panmure Gordon to
provide any legal, financial, tax or other advice to it;
36. that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that Panmure Gordon shall notify it
of such amendments;
37. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, and UK MAR, (ii) in connection with money
laundering and terrorist financing, it has complied with its obligations under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it
is not a person: (a) 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; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Panmure Gordon
such evidence, if any, as to the identity or location or legal status of any
person which Panmure Gordon may request from it in connection with the Placing
(for the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by Panmure Gordon on
the basis that any failure by it to do so may result in the number of Placing
Shares that are to be subscribed for by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Panmure Gordon may decide
in its absolute discretion;
38. that it will not make any offer to the public of those Placing
Shares to be subscribed for by it for the purposes of the Prospectus
Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules
Instrument 2019 (FCA 2019/80);
39. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its own account
as principal or for a discretionary account or accounts (as to which it has
the authority to make the statements set out herein) for investment purposes
only and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client stockbroker or fund manager it confirms that in purchasing
the Placing Shares it is acting under the terms of one or more discretionary
mandates granted to it by private clients and it is not acting on an execution
only basis or under specific instructions to purchase the Placing Shares for
the account of any third party;
40. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions 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 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 Panmure Gordon in any jurisdiction in which the relevant Placee
is incorporated or in which its assets are located or any of its securities
have a quotation on a recognised stock exchange;
41. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an address notified
to Panmure Gordon;
42. that Panmure Gordon owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
43. that Panmure Gordon 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;
44. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the Placing and it
has not received and will not receive a prospectus, admission document or
other offering document in connection with the Placing or the Placing Shares;
and
45. that if it has received any confidential price sensitive
information or inside information concerning the Company in advance of the
publication of this Announcement, it has not: (i) dealt in the securities of
the Company; (ii) encouraged, required, recommended or induced another person
to deal in the securities of the Company; or (iii) disclosed such information
to any person, prior to such information being made publicly available.
The Company, Panmure Gordon and their respective Affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Panmure Gordon for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by Panmure Gordon.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or Panmure Gordon will be responsible,
and the Placee to whom (or on behalf of whom, or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp
duty or stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and Panmure Gordon in the event that
any of the Company and/or Panmure Gordon have incurred any such liability to
UK stamp duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and notify Panmure Gordon accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
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 Panmure Gordon or by any of its Affiliates, officers, directors,
employees, consultants 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.
References to time in this Announcement are to London time, unless otherwise
stated.
All times and dates in this Announcement may be subject to amendment.
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.
The price of shares and any income expected from them may go down as well as
up and Placees may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Product Governance Requirements
1. 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) Chapter 3 of the FCA
Handbook Production Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements"); and (c) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II and UK MiFID II;
and (d) local implementing measures (together, the "Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of: (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties (each as defined in the
Product Governance Requirements); and (ii) eligible for distribution through
all distribution channels as are permitted by Product Governance Requirements
(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.
2. For the avoidance of doubt, the Target Market Assessment
does not constitute: (a) an assessment of suitability or appropriateness for
the purposes of the Product Governance Requirements; 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.
3. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" means admission of the Placing Shares, the Subscription Shares and the Retail
Offer Shares to trading on AIM;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings;
"AIM" means AIM, the market of that name operated by the London Stock Exchange;
"AIM Rules" means the AIM Rules for Companies, incorporating guidance notes, published by
the London Stock Exchange as at the date of this Announcement;
"Announcement" means this announcement (including its Appendices);
"Bookbuilding Process" means the bookbuilding process to be commenced by the Banks immediately
following release of this Announcement to use reasonable endeavours to procure
Placees for the Placing Shares, as described in this Announcement and subject
to the terms and conditions set out in this Announcement and the Placing
Agreement;
"Capital Media Sports" means Capital Media Sports S.A, a newly created company;
"Capital Raise" means together the Placing, the Retail Offer and the Subscription;
"Company" means Mobile Streams plc;
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
"Euroclear" means Euroclear UK & Ireland Limited, a company incorporated under the
laws of England and Wales;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council
of 14 June 2017 on the prospectus to be published when securities are offered
to the public or admitted to trading on a regulated market as may be amended
from time to time;
"EU Qualified Investors" has the meaning given to it within the capitalised text at the beginning of
the Appendix (and accordingly "EU Qualified Investor" is the singular version
of that term);
"EU Relevant Persons" has the meaning given to it within the capitalised text at the beginning of
the Appendix (and accordingly "EU Relevant Person" is the singular version of
that term);
"EUWA" means the European Union (Withdrawal) Act 2018, as amended;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as amended from time to
time);
"Group" or "Mobile Streams" means the Company and its subsidiary undertakings;
"Offer Price" means the price per Ordinary Share at which the Offer Shares are to be
subscribed;
"Offer Shares" means together the Placing Shares, the Subscription Shares and the Retail
Offer Shares;
"Ordinary Shares" means the ordinary shares of 0.01 pence each in the capital of the Company;
"Panmure Gordon" means Panmure Gordon (UK) Limited;
"PDMRs" means persons discharging managerial responsibility as defined in the UK
Market Abuse Regulation;
"Placee" means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares has been given;
"Placing" means the placing to take place by way of an accelerated bookbuild for which
Panmure Gordon have been appointed sole bookrunner;
"Placing Agreement" means the agreement dated 9 January 2024 and entered into between the Sole
Bookrunner and the Company;
"Placing Shares" means the new Ordinary Shares to be subscribed by the Placees under the
Placing;
"Regulatory Information Service" has the meaning given to it in the AIM Rules;
"Relevant Persons" means UK Relevant Persons and EU Relevant Persons;
"Retail Offer" means the offer by the Company of the Retail Offer Shares at the Issue Price
to Retail Investors, through Intermediaries via the BookBuild Platform on the
terms set out in a separate announcement;
"Retail Offer Shares" means the Ordinary Shares to issued by the Company to Retail investors at the
Issue Price pursuant to the Retail Offer;
"Sole Bookrunner" means Panmure Gordon;
"Subsidiary" or "subsidiary undertaking" each have the meaning given to that term in the Companies Act 2006;
"UK Market Abuse Regulation" means Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue
of the EUWA;
"UK MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue
of the EUWA;
"UK Prospectus Regulation" means the Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the EUWA;
"UK Relevant Persons" has the meaning given to it within the capitalised text at the beginning of
the Appendix (and accordingly "UK Relevant Person" is the singular version of
that term);
"Uncertificated" or "in uncertificated form" means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any
state of the United States of America, the District of Columbia and all
other areas subject to its jurisdiction and any political sub-division
thereof; and
"US Securities Act" means the US Securities Act of 1933, as amended from time to time.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the United Kingdom.
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