REG - Mpac Group PLC - Proposed Placing to raise £29 million
01/10/2024 07:30
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RNS Number : 4149G Mpac Group PLC 01 October 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS
INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF MPAC
GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF MPAC GROUP PLC OR ANY OTHER
ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR
SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION,
AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
For immediate release
1 October 2024
Mpac Group plc
Proposed Placing to raise £29 million
Proposed Retail Offer to raise up to £1 million
Mpac Group plc ("Mpac" or the "Company") (AIM: MPAC), the AIM quoted global
leader in high-speed packaging and automation solutions, announces a proposed
conditional placing of 7,250,000 new ordinary shares of 25 pence each (the
"Ordinary Shares") in the capital of the Company (the "Placing Shares") at a
price of 400 pence per Placing Share (the "Issue Price") to raise gross
proceeds (before fees and expenses) of £29 million (the "Placing").
The Placing Shares will represent approximately 33.7 per cent. of the existing
issued ordinary share capital of the Company (the "Existing Ordinary Shares")
and the Issue Price represents a discount of approximately 3.6 per cent. to
the closing mid-market price of 415 pence per Existing Ordinary Share on 30
September 2024, being the latest practicable date prior to the publication of
this Announcement.
Mpac proposes to use the net proceeds of the Placing to partly fund the cash
consideration payable by the Company for the conditional acquisition of a
leading provider of design, manufacturing and installation services for
end-of-line automation and palletising solutions, CSi Palletising (the
"Acquisition"), as announced by Mpac separately earlier today (the
"Acquisition Announcement").
Mpac also intends to carry out a separate retail offer of up to 250,000 new
Ordinary Shares (the "Retail Offer Shares", and together with the Placing
Shares, the "New Ordinary Shares") at the Issue Price on the Bookbuild
Platform to raise gross proceeds (before fees and expenses) of up to £1
million (the "Retail Offer", and together with the Placing, the
"Fundraising"). The Retail Offer will provide existing retail Shareholders in
the United Kingdom with an opportunity to participate in the Fundraising at
the same price as the Placing. A separate announcement will be made in due
course regarding the Retail Offer and its terms. For the avoidance of doubt,
the Retail Offer is not part of the Placing.
It is expected that the Fundraising will result in the Company raising total
gross proceeds (before fees and expenses) of up to £30 million.
A circular (the "Circular"), containing details of the Fundraising and the
Acquisition and convening a general meeting of the Company proposed to be held
at the offices of Mpac, 2 Argosy Court, Coventry, CV3 4GA at 9.00 a.m. on 18
October 2024 (the "General Meeting") in order to pass the resolutions (the
"Resolutions"), is expected to be posted to Shareholders after the closure of
the Bookbuild (as defined below). The Circular, once published, will be
available on the Company's website at www.Mpac-group.com.
Unless the context otherwise provides, capitalised terms used in this
announcement (including the appendix (the "Appendix" and together, this
"Announcement")) have the meanings ascribed to them in the section headed
"Definitions" at the end of this Announcement.
Details of the Placing
Shore Capital Stockbrokers Limited ("SCS") and Panmure Liberum Limited
(together with SCS, the "Joint Bookrunners") are acting as joint bookrunners
in connection with the Placing and Shore Capital and Corporate Limited ("SCC",
and together with SCS, "Shore Capital") is acting as nominated adviser to
Mpac.
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") at the Issue Price. The Bookbuild will open with immediate effect
following the release of this Announcement in accordance with the terms and
conditions set out in the Appendix.
The Placing is conditional upon, inter alia, the passing of the Resolutions
and the Placing Agreement between the Company and the Joint Bookrunners not
having been terminated in accordance with its terms.
The Placing is not conditional on the completion of the Acquisition. The
conditions to the completion of the Acquisition are set out in the Acquisition
Announcement and include the Acquisition having become unconditionally
authorised from a national security perspective by a decision of the Romanian
Competition Council pursuant to Government Emergency Ordinance no. 46/2022 on
terms that are reasonably satisfactory to Mpac Bidco, the Resolutions being
duly passed and the consultation procedures with the works council established
at the level of CSi Industries B.V. in accordance with article 25 of the Dutch
Works Council Act (Wet op de ondernemingsraden) having been complied with. In
the unlikely event the Acquisition does not complete, the Company may, at its
option, decide to use the funds for alternative investments or consider a tax
efficient way to return the net proceeds to Shareholders. The Retail Offer is
conditional on the Placing but the Placing is not conditional on the Retail
Offer.
The timing for the close of the Bookbuild and allocation of the Placing Shares
shall be at the absolute discretion of the Joint Bookrunners, in consultation
with the Company. The final number of Placing Shares to be issued pursuant to
the Placing will be agreed by the Joint Bookrunners and the Company at the
close of the Bookbuild. The result of the Placing will be announced as soon as
practicable thereafter. The Placing is not being underwritten. The Placing
Shares are not part of the Retail Offer.
Directors' participation in the Placing
The following Directors have indicated that they intend to participate in the
Placing as set out below. Further details will be set out in the announcement
regarding the results of the Placing.
Director Position Amount (£)
Andrew Kitchingman Non-executive Chairman 10,000
Adam Holland Chief Executive Officer 20,000
William Wilkins Group Finance Director 20,000
Sara Fowler Non-executive Director 20,000
Matthew Taylor Non-executive Director 20,000
Total 90,000
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the AIM market of the London Stock
Exchange ("Admission").
Admission is expected to take place at 8.00 a.m. on 21 October 2024 and
dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on
21 October 2024 or, in each case, such later time and/or date as the Joint
Bookrunners and the Company agree (being in any event no later than 8.00 a.m.
on 28 October 2024).
The New Ordinary Shares, when issued, 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 declared, made or
paid after the date of issue.
The New Ordinary Shares will be in registered form and will be capable of
being held in either certificated or uncertificated form (i.e. in CREST).
Accordingly, following Admission, settlement of transactions in the Ordinary
Shares may take place within the CREST system if a Shareholder so wishes.
Shareholders who wish to receive and retain share certificates are able to do
so.
The ISIN number of the New Ordinary Shares is GB0005991111. The TIDM is MPAC.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. The Appendix to this Announcement sets out
further information relating to the terms and conditions of the Placing. It is
intended that the Retail Offer Shares will be subscribed for on the basis of
the terms and conditions of the Retail Offer, rather than pursuant to the
terms and conditions of the Placing contained in the Appendix to this
Announcement.
The person responsible for arranging the release of this Announcement on
behalf of the Company is William Wilkins, Group Finance Director of the
Company.
For further information please contact:
Mpac Group plc Tel: +44 (0) 24 7642 1100
Adam Holland, Chief Executive
Will Wilkins, Group Finance Director
Shore Capital (Nominated Adviser, Joint Broker and Joint Bookrunner) Tel: +44 (0) 20 7408 4050
Advisory
Patrick Castle/Sophie Collins
Broking
Henry Willcocks
Panmure Liberum (Joint Broker and Joint Bookrunner) Tel: +44 (0) 20 3100 2000
Edward Mansfield
Will King
Anake Singh
Hudson Sandler Tel: +44 (0) 20 7796 4133
Nick Lyon
Nick Moore
Francesca Rosser
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Acquisition 1 October 2024
Announcement of the Placing 1 October 2024
Announcement of the Retail Offer 1 October 2024
Announcement of the results of the Placing 1 October 2024
Publication of the Circular 2 October 2024
Announcement of the results of the Retail Offer 8 October 2024
Latest time and date for receipt of completed proxy appointments and CREST 9.00 a.m. on 16 October 2024
voting instructions
General Meeting 9.00 a.m. on 18 October 2024
Announcement of results of General Meeting 18 October 2024
Admission and commencement of dealings in the New Ordinary Shares on AIM 8.00 a.m. on 21 October 2024
Where applicable, expected date for crediting of the New Ordinary Shares in As soon as possible following First Admission
uncertificated form to CREST accounts
Where applicable, expected date for despatch of share certificates in respect within 10 Business Days of
of the New Ordinary Shares
First Admission
Announcement of the Placing
1 October 2024
Announcement of the Retail Offer
1 October 2024
Announcement of the results of the Placing
1 October 2024
Publication of the Circular
2 October 2024
Announcement of the results of the Retail Offer
8 October 2024
Latest time and date for receipt of completed proxy appointments and CREST
voting instructions
9.00 a.m. on 16 October 2024
General Meeting
9.00 a.m. on 18 October 2024
Announcement of results of General Meeting
18 October 2024
Admission and commencement of dealings in the New Ordinary Shares on AIM
8.00 a.m. on 21 October 2024
Where applicable, expected date for crediting of the New Ordinary Shares in
uncertificated form to CREST accounts
As soon as possible following First Admission
Where applicable, expected date for despatch of share certificates in respect
of the New Ordinary Shares
within 10 Business Days of
First Admission
Notes:
1. All references to times in this Announcement are to London
time.
2. The dates and times set out in the above timetable and in
the rest of this Announcement are indicative only and may be subject to
change. If any such dates and times should change, the revised times and/or
dates will be notified by the Company by announcement via a Regulatory
Information Service.
3. All events in the above timetable scheduled to take place
after the General Meeting are conditional on the approval by the Shareholders
of the Resolutions.
Important Notices
Shore Capital is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for Mpac and no
one else in connection with the Placing, and Shore Capital will not be
responsible to anyone (including any Placees) other than Mpac for providing
the protections afforded to its clients or for providing advice in relation to
the Placing or any other matters referred to in this Announcement.
Panmure Liberum is authorised and regulated by the FCA in the United Kingdom
and is acting exclusively for Mpac and no one else in connection with the
Placing, and Panmure Liberum will not be responsible to anyone (including any
Placees) other than Mpac for providing the protections afforded to its clients
or for providing advice in relation to the Placing or any other matters
referred to in this Announcement.
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 the Joint Bookrunners or by any of their respective Representatives 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.
The responsibilities of SCC as Mpac's nominated adviser under the AIM Rules
for Nominated Advisers are owed solely to the London Stock Exchange and are
not owed to Mpac or to any Director or to any other person.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Mpac'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 Mpac,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Mpac and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on Mpac's
profitability and ability to access capital and credit, a decline in Mpac's
credit ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition, performance and
results of Mpac 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 Mpac speak only as of the date
they are made. Except as required by applicable law or regulation, Mpac
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 Mpac's expectations with regard thereto or any changes
in events, conditions or circumstances on which any such statement is based.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Mpac for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Mpac.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Investors who have chosen to participate in the Bookbuild and the Placing, by
making or accepting an oral, electronic or written and legally binding offer
to acquire Placing Shares, will be deemed to have read and understood this
Announcement in its entirety and to be making an offer and acquiring the
Placing Shares on the terms and subject to the conditions contained herein and
to be providing the confirmations, representations, warranties, agreements,
acknowledgements and undertakings contained in the Appendix.
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; the
relevant clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares; 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 the United States,
Australia, Canada, the Republic of South Africa or Japan. 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 the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom or the EEA.
Neither the content of Mpac's website nor any website accessible by hyperlinks
on the Company's website is incorporated in, or forms part of, this
Announcement.
INFORMATION TO DISTRIBUTORS
UK product governance
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint Bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
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 in
the European Economic Area (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 (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) 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 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 Joint Bookrunners 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
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE ("RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC
AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION AS
IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION"), AND WHO ARE: (I) PERSONS FALLING WITHIN
THE DEFINITION OF AN "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR
(C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES.
ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY OUTSIDE OF THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) PURSUANT TO REGULATION
S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO
THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken or will be taken by the Company, the Nominated Adviser, the
Joint Bookrunners or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company, the Nominated Adviser, and the
Joint Bookrunners to inform themselves about and to observe any such
restrictions.
Neither this Announcement nor any part of it constitutes or forms part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in any jurisdiction in which such offer or
solicitation is unlawful and, in particular, is not for distribution in or
into the United States (including its territories and possessions, any state
of the United States and the District of Columbia), Australia, Canada, Japan,
the Republic of South Africa or to any national, resident or citizen of the
United States, Australia, Canada, Japan or the Republic of South Africa or to
any corporation, partnership or other entity created or organized under the
laws thereof, or to any persons in any other country outside the United
Kingdom where such distribution may lead to a breach of any legal or
regulatory requirement. No public offering of the Placing Shares is being made
in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate, from the requirement to produce a
prospectus. In the United Kingdom, this Announcement is being directed solely
at persons in circumstances in which section 21(1) of Financial Services and
Markets Act 2000 (as amended) (the "FSMA") does not require the approval of
the relevant communication by an authorised person.
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; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares 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 outside the United Kingdom or the EEA.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action.
Each Placee should consult with its own advisers as to legal, regulatory, tax,
business and related aspects of a subscription for the Placing Shares. 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.
Placees, including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given, will be deemed: (i) to have
read and understood this Announcement, including this Appendix, in its
entirety; and (ii) to be participating and making an offer for Placing Shares
on the terms and conditions contained herein and to be providing the
confirmations, agreements, representations, warranties, acknowledgements and
undertakings contained in this Appendix.
Details of the Placing Agreement, the Placing Shares and the Bookbuild
SCC is acting as nominated adviser and SCS and Panmure Liberum are acting as
Joint Bookrunners in connection with the Placing and Admission.
Shore Capital and Panmure Liberum have today entered into the Placing
Agreement with the Company under which, amongst other things, the Joint
Bookrunners have agreed, as agents for and on behalf of the Company, to use
their respective reasonable endeavours to procure subscribers for Placing
Shares, on the terms and subject to the conditions set out herein.
The Joint Bookrunners will today commence the Bookbuild to determine demand
for participation in the Placing by Placees immediately following the
publication of this Announcement. 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 Placing is not being underwritten. The Placing Shares are not
part of the Retail Offer.
The Joint Bookrunners shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their discretion following
consultation with the Company, determine.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid up, rank in full for all
dividends and other distributions declared, made or paid on the Ordinary
Shares and otherwise rank pari passu in all respects with, and be identical
to, the Existing Ordinary Shares.
Participation in, and principal terms of, the Bookbuild and Placing
1 The Joint Bookrunners are arranging the Placing as joint bookrunners
and agents of the Company for the purpose of procuring Placees at the Issue
Price for the Placing Shares.
2 Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by the Joint Bookrunners. Each
Joint Bookrunner may severally (but is not obliged to) agree to be a Placee in
respect of all or some of the Placing Shares or may nominate any member of its
group to do so.
3 The Issue Price will be a fixed price of 400 pence per Placing Share
and is payable to the Joint Bookrunners (as agents for the Company) by all
Placees whose bids are successful.
4 The number of Placing Shares to be issued at the Issue Price will be
agreed by the Joint Bookrunners in consultation with the Company following
completion of the Bookbuild and will be recorded in terms of subscription
entered into between the Joint Bookrunners and the Company. The number of
Placing Shares to be issued will be announced by the Company on a Regulatory
Information Service following the completion of the Bookbuild.
5 Except as required by law or regulation, no press release or other
announcement will be made by the Joint Bookrunners 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.
6 To bid in the Bookbuild, Placees should communicate their bid by
telephone or email to their usual sales contact at the applicable Joint
Bookrunner. Each bid should state the number of Ordinary Shares which the
prospective Placee wishes to subscribe for at the Issue Price. Bids may be
scaled down by the Joint Bookrunners on the basis referred to in paragraph 10
below. The Joint Bookrunners are arranging the Placing severally and not
jointly or jointly and severally as agents of the Company.
7 A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and, except with the relevant Joint Bookrunners'
consent, will not be capable of variation or revocation after the time at
which it is submitted. Following the relevant Joint Bookrunner's oral or
written confirmation of each Placee's allocation and commitment to acquire
Placing Shares, each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to the relevant Joint Bookrunner (as agent for
the Company), to pay to them (or as the relevant Joint Bookrunner may direct)
in cleared funds an amount equal to the product of the Issue Price and the
number of Placing Shares that such Placee has agreed to subscribe for and the
Company has agreed to allot and issue to that Placee regardless of the total
number of Placing Shares (if any) subscribed for by any other investor(s).
Each prospective Placee's obligations will be owed to the Company and the
Joint Bookrunners.
8 The Bookbuild is expected to close later today on 1 October 2024, but
may close later subject to the agreement of the Joint Bookrunners and the
Company. The Joint Bookrunners may, in agreement with the Company, accept
bids, either in whole or in part, that are received after the Bookbuild has
closed.
9 The Joint Bookrunners are each 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 protections
afforded to their respective customers nor for providing advice in relation to
the matters described in this Announcement or any matter, transaction or
arrangement referred to in it.
10 The Joint Bookrunners may choose to accept bids, either in whole or in
part, on the basis of allocations determined in consultation with the Company
and may scale down any bids for this purpose on such basis as they may
determine or be directed. The Joint Bookrunners may also, notwithstanding
paragraphs 7 and 8 above, subject to the prior consent of the Company:
(a) allocate Placing Shares after the time of any initial allocation
to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time.
11 The Company reserves the right (upon agreement with the Joint
Bookrunners) to reduce or seek to increase the amount to be raised pursuant to
the Placing at its discretion.
12 Allocations of the Placing Shares will be determined by the Joint
Bookrunners in their discretion after consultation with the Company in
accordance with the FCA Handbook Conduct of Business Sourcebook ("COBS").
Allocations will be confirmed (either orally or in writing) by the relevant
Joint Bookrunner and a form of confirmation will be despatched as soon as
possible thereafter. The terms and conditions of this Appendix will be deemed
incorporated therein. The relevant Joint Bookrunner's confirmation to such
Placee constitutes an irrevocable legally binding commitment upon such person
(who will at that point become a Placee), in favour of the Joint Bookrunners
and the Company, to acquire the number of Placing Shares allocated to it and
to pay the Issue Price in respect of such shares on the terms and conditions
set out in this Appendix and in accordance with the Company's articles of
association.
13 Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the relevant time, on
the basis explained below under "Registration and settlement".
14 All obligations of the Joint Bookrunners under the Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Right to terminate under the
Placing Agreement".
15 By participating in the Bookbuild and the Placing, each Placee will
agree that its rights and obligations in respect of the Placing will terminate
only in the circumstances described below under "Right to terminate under the
Placing Agreement" and will not be capable of rescission or termination by the
Placee.
16 To the fullest extent permissible by law and applicable FCA rules and
regulations, neither:
(a) the Joint Bookrunners;
(b) any of their respective affiliates, agents, directors, officers or
employees ("Representatives"); nor
(c) to the extent not contained within (a) or (b), any person
connected with the Joint Bookrunners as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Joint
Bookrunners),
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, none of the
Joint Bookrunners, the Company, nor any of their respective Representatives
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the conduct of the
Bookbuild and/or the Placing or of such alternative method of effecting the
Placing as the Joint Bookrunners and the Company may determine. Each Placee
acknowledges and agrees that the Company is responsible for the allotment of
the Placing Shares to the Placees and the Joint Bookrunners shall have no
liability to the Placees for any failure by the Company to fulfil those
obligations.
17 The Placing Shares will be issued subject to the terms and conditions
of this Appendix and each Placee's commitment to subscribe for Placing Shares
on the terms set out herein will continue notwithstanding any amendment that
may in future be made to the terms and conditions of the Placing and Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of the
Placing.
18 The times and dates in this Announcement may be subject to amendment.
The Joint Bookrunners shall notify the Placees and any person acting on behalf
of the Placees of any such changes.
Conditions of the Placing
The Joint Bookrunner's obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, inter alia:
· the Acquisition Agreement having been entered into and duly
executed by the parties thereto;
· the Facilities Agreement having been entered into and duly
executed by the parties thereto;
· the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
· the Placing Agreement having become unconditional in respect of
the Placing (save for any condition as to Admission having taken place) and
not having been terminated in accordance with its terms before Admission; and
· Admission taking place no later than 8.00 a.m. 21 October 2024 or
such other time and/or date as may be agreed between the Company and the Joint
Bookrunners, not being later than 8.00 a.m. on 28 October 2024 (the "Final
Date").
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares is not fulfilled or, if permitted, waived by the Joint
Bookrunners in accordance with the Placing Agreement by the respective time or
date where specified (or such later time or date as the Company and each of
the Joint Bookrunners may agree not being later than the Final Date), or (ii)
the Placing Agreement is terminated in accordance with its terms, the Placing
will lapse and the Placees' rights and obligations hereunder in relation to
the Placing Shares shall cease and terminate at such time. In such instance,
each Placee agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect thereof.
The Joint Bookrunners may, in their absolute discretion, waive, or extend the
period (up to the Final Date) 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 conditions relating to the Acquisition
Agreement, the Facilities Agreement and Admission taking place may not be
waived. The period for compliance with such conditions may not be extended
beyond the Final Date. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
Neither the Joint Bookrunners nor any of their respective affiliates nor the
Company 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 the Joint Bookrunners.
Right to terminate under the Placing Agreement
Either or both of the Joint Bookrunners may, in its or their absolute
discretion, at any time before Admission, terminate the Placing Agreement by
giving notice to the Company if, inter alia:
(a) any of the warranties contained in the Placing Agreement given
by the Company to the Joint Bookrunners is untrue or inaccurate or misleading;
or
(b) any party to the Acquisition Agreement terminates, or has
given notice to terminate the Acquisition Agreement; or
(c) in the opinion of either or both of the Joint Bookrunners
(acting in good faith), there has been a development or event (or any
development or event involving a prospective change of which the Company is,
or might reasonably be expected to be, aware) which will or is likely to have
a material adverse effect on or affecting the operations, the condition
(financial, operational, legal or otherwise), or in the earnings, results of
operations, business affairs, management, properties, assets, rights,
operations, solvency, credit rating, prospects or funding position of the
Company's group (taken as a whole) respectively whether or not foreseeable and
whether or not arising in the ordinary course of business; or
(d) it shall come to the knowledge of the Joint Bookrunners that
there has been any breach by the Company of any of its material obligations
under the Retail Offer and such breach, in the opinion of the Joint
Bookrunners (acting in good faith) is material in the context of the Placing
and Admission; or
(e) the Retail Offer is terminated and such termination, in the
opinion of the Joint Bookrunners (acting in good faith) is material in the
context of the Placing and Admission; or
(f) in the opinion of the Joint Bookrunners (acting in good
faith) there has been any material adverse change in the financial markets in
the United States, the United Kingdom or the international financial markets,
any outbreak or material escalation of hostilities, war, act of terrorism,
declaration of emergency or martial law or other calamity or crisis or event
or any change or development involving a prospective change in national or
international political, financial, economic, monetary or market conditions or
currency exchange rates or controls, in each case, in any jurisdiction a
suspension or material limitation by the London Stock Exchange on any exchange
or over-the-counter market, or if trading generally on the London Stock
Exchange, New York Stock Exchange or a major financial market has been
suspended or materially limited; or; or
(g) any matter or circumstance arises as a result of which it is
reasonable to expect that any of the conditions of the Placing Agreement will
not be satisfied at the required time(s) (if any) and continue not to be
satisfied as at Admission.
If one Joint Bookrunner (the "Withdrawing Joint Bookrunner") but not both
Joint Bookrunners serves notice to terminate the Placing Agreement, the other
Joint Bookrunner (the "Continuing Joint Bookrunner") may, in its absolute
discretion and without obligation, within 24 hours thereafter, elect, by
giving notice to the Company, to allow the Placing to proceed on the basis
that the Continuing Joint Bookrunner shall assume any and all obligations of
the Withdrawing Joint Bookrunner save (i) where the Withdrawing Joint
Bookrunner is the Company's nominated adviser, as nominated adviser to the
Company and (ii) as regards any breach of the terms of the Placing Agreement
by the Withdrawing Joint Bookrunner prior to the date of such termination,
which remain to be performed under the Placing Agreement. If the Continuing
Joint Bookrunner fails to make that election to the Company within such 24
hour period then the Placing Agreement will terminate.
The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and in the Placing
Agreement and will not be subject to termination by any Placee or any
prospective Placee at any time or in any circumstances and the Placees'
participation will not be capable of rescission or termination by it after
oral confirmation by the Joint Bookrunners of the allocation and commitments
following the close of the Bookbuild. By participating in the Placing, Placees
agree that the exercise by either or both of the Joint Bookrunners of any
right of termination or other discretion under the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners, that they need not
make any reference to Placees and that none of the Company, the Joint
Bookrunners nor any of their respective Representatives shall have any
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise) whatsoever in connection with any such exercise or
decision not to exercise.
Placees agree that they will have no rights against the Joint Bookrunners, the
Company or any of their respective directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by the Joint Bookrunners of a
contract note, electronic trade confirmation or other (oral or written)
confirmation confirming each Placee's allocation and commitment in the
Placing.
Restriction on further issue of shares and certain other matters
The Company has undertaken to the Nominated Adviser and the Joint Bookrunners
that it will not, and will procure that neither it nor any member of the Group
will, between the date of the Placing Agreement and 180 days after Admission
issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell
or issue, grant any option, right or warrant to purchase, lend or otherwise
transfer or dispose of or announce any offering or issuance of any Ordinary
Shares or any interest in Ordinary Shares or any securities convertible into
or exchangeable for or substantially similar to Ordinary Shares or any
interest in Ordinary Shares.
The Company has also undertaken to the Nominated Adviser and the Joint
Bookrunners that it will not, and will procure that neither it nor any member
of the Group will, between the date of the Placing Agreement and 120 days
after Admission, inter alia, enter into any agreement, commitment or
arrangement which is or may be material in the context of the business or
affairs of the Group or which could adversely affect the Placing without
having first obtained the prior written consent of each of the Joint
Bookrunners.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No offering document or
prospectus has been or will be submitted to be approved by the FCA or
submitted to the London Stock Exchange in relation to the Placing or the
Placing Shares.
Placees' commitments will be made solely on the basis of (i) publicly
available information announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement, (ii)
the information contained in this Announcement and (iii) business and
financial information published in accordance with the rules and practices
under the AIM Rules and UK MAR (together, the "Publicly Available
Information") and subject to the further terms set forth in the form of
confirmation.
Each Placee, by participating 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
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Company, the Nominated Adviser or the Joint Bookrunners or
any other person and none of the Company, the Nominated Adviser, the Joint
Bookrunners nor any other person acting on such person's behalf nor any of
their respective Representatives has or shall have any liability for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee should consider
any information in this Announcement to be legal, tax or business advice.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation by that person.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. It is expected that Admission will take
place at 8.00 a.m. on 21 October 2024 specified (or such later time or date as
the Company and each of the Joint Bookrunners may agree not being later than
the Final Date) and that dealings in the Placing Shares on AIM will commence
at the same time.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Settlement
within CREST is expected to occur on 21 October 2024 (the "Settlement Date").
Settlement will take place on a delivery versus payment basis. However, the
Joint Bookrunners and the Company reserve the right to require settlement for,
and delivery of, the Placing Shares (or any part thereof) to Placees by such
other means that they deem 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 the Placee's
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a form of
confirmation in accordance with the standing arrangements in place with the
relevant Joint Bookrunner stating the number of Placing Shares allocated to it
at the Issue Price, the aggregate amount owed by such Placee to the relevant
Joint Bookrunner and settlement instructions. Each Placee agrees that it will
do all things necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement instructions in
respect of the Placing Shares that it has in place with the relevant Joint
Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
the prevailing base rate of Barclays Bank as determined by the Joint
Bookrunners.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of SCS: 601
CREST Participant ID of Panmure Liberum: 7BUAG
Expected trade time and date: 8.00 a.m. on 17 October 2024
Settlement date: 21 October 2024
ISIN code for the Placing Shares: GB0005991111
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the relevant Joint Bookrunners' account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) or other similar taxes
imposed in any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf. By communicating a bid for Placing Shares,
such Placee confers on the Joint Bookrunners all such authorities and powers
necessary to carry out such sale and agrees to ratify and confirm all actions
which the relevant Joint Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the 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 United Kingdom
stamp duty or stamp duty reserve tax. If there are any circumstances in which
any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes
or duties (including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or delivery of
the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Nominated Adviser, the
Joint Bookrunners nor the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and further terms
By submitting a bid in the Bookbuild, each Placee (and any person acting on
such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges, agrees and undertakes (as the case may be) with the Company and
the Joint Bookrunners (in their capacity as bookrunners and placing agents of
the Company in respect of the Placing), that (save where the Joint Bookrunners
expressly agree in writing to the contrary):
1 it has read and understood this Announcement in its entirety and that
its acquisition of the Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this Announcement and the
Publicly Available Information and undertakes not to redistribute or duplicate
this Announcement;
2 its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances;
3 no offering document, admission document or prospectus has been or
will be prepared in connection with the Placing (nor is one required under the
UK Prospectus Regulation or other applicable law) and represents and warrants
that 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;
4 the Placing does not constitute a recommendation or financial product
advice and the Nominated Adviser and the Joint Bookrunners has had regard to
its particular objectives, financial situation or needs;
5 none of the Nominated Adviser, the Joint Bookrunners, the Company nor
any of their respective Representatives has provided, nor will provide, it
with any material regarding the Placing Shares or the Company other than the
Circular (when published) and this Announcement; nor has it requested any of
the Nominated Adviser, the Joint Bookrunners, the Company, any of their
respective affiliates or any person acting on behalf of any of them to provide
it with any such information;
6 the Ordinary Shares are admitted to trading on AIM, and that the
Company is therefore required to publish certain business and financial
information in accordance with the rules and practices under the AIM Rules and
UK MAR, which includes a description of the Company's business and the
Company's financial information, including balance sheets and income
statements, and that it is able to obtain or access such information, or
comparable information concerning other publicly traded companies, in each
case without undue difficulty;
7 the content of the Circular (when published), this Announcement and
the Publicly Available Information is exclusively the responsibility of the
Company and that none of the Nominated Adviser, the Joint Bookrunners, any
persons acting on their behalf nor any of their respective affiliates, has or
shall have any liability for any information, representation, warranty or
statement relating to the Company contained in, or omission from, the Circular
(when published), this Announcement or any Publicly Available Information, nor
will they be liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement contained in
the Circular (when published), this Announcement, the Publicly Available
Information or otherwise. Nothing in this Appendix shall exclude any liability
of any person for fraudulent misrepresentation;
8 the content of this Announcement is exclusively the responsibility of
the Company and the Directors and neither the Nominated Adviser, the Joint
Bookrunners nor any person acting on behalf of either of them or any of their
respective Representatives has or shall have any liability for any Publicly
Available Information or any representation or statement relating to the
Company;
9 it, and any prospective beneficial owner for whose account or benefit
it is purchasing the Placing Shares, is and, at the time the Placing Shares
are subscribed for, will be located outside the United States and is acquiring
the Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act;
10 it has not been offered to purchase or subscribe for Placing Shares by
means of any "directed selling efforts" as defined in Regulation S of the
Securities Act;
11 it understands that the Placing Shares:
(a) have not been and will not be registered or otherwise qualified for
offer and sale and that a prospectus will not be cleared or approved in
respect of any of the Placing Shares under the securities laws of the United
States, Australia, Canada, Japan, the Republic of South Africa, or any state,
province, territory or jurisdiction thereof;
(b) may not be offered, sold, or delivered or transferred, directly or
indirectly, in or into the above jurisdictions or any jurisdiction (subject to
certain exceptions) in which it would be unlawful to do so and no action has
been or will be taken by any of the Company, the Nominated Adviser, the Joint
Bookrunners or any person acting on behalf of the Company or, the Nominated
Adviser or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in the United States, Australia, Canada,
Japan, the Republic of South Africa or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such action for
that purpose is required;
12 it is not, and any person who it is acting on behalf of is not, and at
the time the Placing Shares are subscribed for, neither it nor the beneficial
owner of the Placing Shares will be, a resident of, nor have an address in,
Australia, Japan, the Republic of South Africa or any province or territory of
Canada;
13 it will not offer, sell, transfer, pledge or otherwise dispose of any
Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or 904 of
Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the Securities
Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
14 it understands that the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or resold in
or into or from the United States or to, or for the account or benefit of, US
Persons (as defined in Regulation S) except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption from the
registration requirements of the Securities Act and in accordance with
applicable state securities laws;
15 it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into or from the United States, Australia,
Canada, Japan, the Republic of South Africa (including electronic copies
thereof) to any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any such person;
16 it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and it
has made such investigation and has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally;
17 it:
(a) has such knowledge and experience in financial and business matters to
be capable of evaluating the merits and risks of subscribing for or purchasing
the Placing Shares;
(b) will not look to the Nominated Adviser or the Joint Bookrunners for all
or part of any loss it may suffer as a result of any such subscription or
purchase;
(c) is experienced in investing in securities of this nature in this sector
and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing
Shares; and
(e) has no need for liquidity with respect to its investment in the Placing
Shares;
18 the issue to it, or the person specified by it, for registration as
holder, of the Placing Shares will not give rise to a stamp duty or stamp duty
reserve tax liability under (or at a rate determined under) any of sections
67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to issue or transfer Placing
Shares into a clearance service;
19 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations") 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 Money Laundering Regulations;
20 it is not:
(a) an entity or an individual with whom transactions are prohibited under
the US Foreign Corrupt Practices Act of 1977 or is the subject of 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 or other
applicable law,
(together with the Money Laundering Regulations, 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 the Joint
Bookrunners such evidence, if any, as to the identity or location or legal
status of any person which they may request from it in connection with the
Placing (for the purpose of complying with the 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 the Joint
Bookrunners on the basis that any failure by it to do so may result in the
number of Placing Shares that are to be acquired by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as the Joint
Bookrunners may decide at their sole discretion;
21 in order to ensure compliance with the Regulations, the Joint
Bookrunners (for themselves severally and as agent on behalf of the Company),
or the Company's registrars may, in their absolute discretion, require
verification of its identity, location or legal status. Pending the provision
to the Joint Bookrunners or the Company's registrars, as applicable, of
evidence of identity, location or legal status, definitive certificates in
respect of the Placing Shares may be retained at the Joint Bookrunners'
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed in either of the Joint Bookrunner's
or the Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of identity,
location or legal status, the Joint Bookrunners (for themselves severally and
as agent on behalf of the Company), or the Company's registrars have not
received evidence satisfactory to them, either Joint Bookrunner and/or the
Company may, at its absolute discretion, terminate its commitment in respect
of the Placing, in which event the monies payable on the conditional
allocation of Placing Shares allotment will, if already paid, be returned
without interest to the account of the drawee's bank from which they were
originally debited;
22 it irrevocably appoints any duly authorised officer of each Joint
Bookrunner as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to acquire upon the terms of this Announcement;
23 its participation in the Placing would not give rise to an offer being
required to be made by it, or any person with whom it is acting in concert,
pursuant to Rule 9 of the City Code on Takeovers and Mergers;
24 it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make the acknowledgements, warranties, representations,
confirmations, undertakings, and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or Joint
Bookrunners for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for another person);
25 if it is a financial intermediary, as that term is used in Article 2(d)
of the EU Prospectus Regulation or Article 5(1) the UK Prospectus Regulation,
as applicable, it understands the resale and transfer restrictions set out in
this Appendix and that any Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale in a member state of the EEA to EEA Qualified Investors or in
the United Kingdom to Relevant Persons, or in circumstances in which the prior
consent of the Joint Bookrunners has been given to each such proposed offer or
resale;
26 it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA, except to Qualified Investors as defined in
Article 2(e) of the EU Prospectus Regulation or otherwise in circumstances
which have not resulted and which will not result in an offer to the public in
any member state in the EEA within the meaning of Article 2(d) of the EU
Prospectus Regulation;
27 it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom, except to Qualified Investors as
defined in Article 2(e) of the UK Prospectus Regulation or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of Article 2(d) of the UK
Prospectus Regulation;
28 it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom or a member state of the EEA prior to
the expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an
offer to the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
29 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 the FSMA) relating
to the Placing Shares in circumstances in which section 21(1) of the FSMA does
not require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been approved by either
Joint Bookrunner in its capacity as an authorised person under section 21 of
the FSMA and it may not therefore be subject to the controls which would apply
if it was made or approved as financial promotion by an authorised person;
30 it has complied and will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Placing Shares
(including all applicable provisions of the FSMA, the Criminal Justice Act
1993 and UK MAR) with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
31 unless otherwise specifically agreed with the Nominated Adviser and the
Joint Bookrunners in writing, in the case of a Relevant Person in the United
Kingdom who acquires any Placing Shares pursuant to the Placing, it is a
Qualified Investor within the meaning of Article 2(e) of the UK Prospectus
Regulation and in the case of a Relevant Person in a member state of the EEA
who acquires any Placing Shares pursuant to the Placing, that it is a
Qualified Investor within the meaning of Article 2(e) of the EU Prospectus
Regulation;
32 if in the United Kingdom, that it is a person (i) having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom this Announcement may
otherwise lawfully be communicated;
33 if in the United Kingdom, unless otherwise agreed by the Joint
Bookrunners, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of COBS and it is acquiring Placing Shares for
investment only and not with a view to resale or distribution;
34 either Joint Bookrunner may choose to invoke the CASS Delivery Versus
Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets
Sourcebook) with regard to settlement of funds, in connection with the
Placing, should it see fit;
35 neither it nor, as the case may be, its clients expect the Joint
Bookrunners to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by
COBS, and that the Joint Bookrunners are not acting for it or its clients, and
that the Joint Bookrunners will not be responsible for providing the
protections afforded to clients of the Joint Bookrunners or for providing
advice in respect of the transactions described in this Announcement;
36 it and any person acting on its behalf is entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions and that it has
fully observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in the Nominated Adviser, the Joint Bookrunners, the
Company or any of their respective directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
37 it (and any person acting on its behalf) will make payment in respect
of the Placing Shares allocated to it in accordance with this Appendix on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other acquirers or sold as the Joint Bookrunners may each
in their sole discretion determine and without liability to such Placee, who
will remain liable for any amount by which the net proceeds of such sale fall
short of the product of the Issue Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty, stamp duty reserve
tax or other similar taxes (together with any interest or penalties) which may
arise upon such placing or sale of such Placee's Placing Shares;
38 none of the Nominated Adviser, the Joint Bookrunners, nor any of their
respective Representatives nor any person acting on behalf of any of them is
making any recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing and that its
participation in the Placing is on the basis that it is not and will not be a
client of either the Nominated Adviser or the Joint Bookrunners in connection
with its participation in the Placing and that neither the Nominated Adviser
nor the Joint Bookrunners have any duty nor responsibility to it for providing
the protections afforded to its clients or customers or for providing advice
in relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
39 the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be. None of the
Nominated Adviser, the Joint Bookrunners nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other similar
taxes resulting from a failure to observe this requirement ("Indemnified
Taxes"); each Placee and any person acting on behalf of such Placee agrees to
indemnify the Company, the Nominated Adviser and the Joint Bookrunners, on an
after-tax basis in respect of any Indemnified Taxes;
40 indemnify on an after tax basis and hold the Company, the Nominated
Adviser, the Joint Bookrunners and each of their respective Representatives
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
its representations, warranties, acknowledgements, agreements and undertakings
in this Appendix or incurred by the Joint Bookrunners, the Company or each of
their respective Representatives arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after completion of the Placing;
41 except as set out in paragraph 42 below, it has neither received nor
relied on any 'inside information' (for the purposes of UK MAR and section 56
of the Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the Placing and is
not purchasing Placing Shares on the basis of material non-public information;
42 if it has received any 'inside information' (for the purposes of UK MAR
and section 56 of the Criminal Justice Act 1993 or other applicable law) in
relation to the Company and its securities in advance of the Placing, it has
received such information within the market soundings regime provided for in
Article 11 of UK MAR and associated delegated regulations and it has not: (i)
dealt (or attempted to deal) in the securities of the Company; (ii)
encouraged, recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to any person,
prior to the information being made publicly available;
43 if it is a pension fund or investment company, its purchase of Placing
Shares is in full compliance with applicable laws and regulations;
44 the Company, the Nominated Adviser, the Joint Bookrunners and their
respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements, agreements, and
undertakings which are given to the Nominated Adviser and the Joint
Bookrunners for themselves and on behalf of the Company and are irrevocable
and it irrevocably authorises the Company, the Nominated Adviser and the Joint
Bookrunners to produce this Announcement, pursuant to, in connection with, or
as may be required by, any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein;
45 none of the Company, the Nominated Adviser or the Joint Bookrunners
owes any fiduciary or other duties to any Placee in respect of any
acknowledgments, confirmations, undertakings, representations, warranties or
indemnities in the Placing Agreement;
46 its commitment to take up Placing Shares on the terms set out in this
Announcement (including this Appendix) will continue notwithstanding any
amendment that may or in the future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company, the Nominated Adviser's
or the Joint Bookrunners' conduct of the Placing;
47 its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that the Nominated Adviser, the Joint Bookrunners or the Company may
call upon it to subscribe for a lower number of Placing Shares (if any), but
in no event in aggregate more than the aforementioned maximum;
48 it has the funds available to pay for the Placing Shares for which it
has agreed to acquire and acknowledges and agrees that it will pay the total
subscription amount in accordance with the terms of this Announcement on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other Placees or sold at such price as the Joint
Bookrunners determine;
49 time is of essence as regards its obligations under this Appendix;
50 it may be asked to disclose in writing or orally to the Joint
Bookrunners: (i) if he or she is an individual, his or her nationality; or
(ii) if he or she is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned;
51 information provided by it to the Company and the Registrar will be
stored on the Company's and/or the Registrars' computer system(s), and
acknowledges and agrees that for the purposes of the General Data Protection
Regulation (EU) 2016/679 and other relevant data protection legislation which
may be applicable (the "Data Protection Law"), the Company and the Registrars
are required to specify the purposes for which they will hold personal data;
and that it has obtained the consent of any data subjects to the Registrars
and the Company and their respective associates holding and using their
personal data for the Purposes (as defined below). For the purposes of this
Announcement, "data subject", "personal data" and "sensitive personal data"
shall have the meanings attributed to them in the Data Protection Law. The
Company and the Registrars will only use such information for the purposes set
out below (collectively, the "Purposes"), being to:
(a) process its personal data (including sensitive personal data) as
required by or in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money laundering checks
on it;
(b) communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares;
(c) provide personal data to such third parties as the Company or the
Registrars may consider necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares or as the Data Protection
Law may require, including to third parties outside the United Kingdom or the
EEA;
(d) without limitation, provide such personal data to the Company or the
Nominated Adviser or the Joint Bookrunners for processing, notwithstanding
that any such party may be outside the United Kingdom or the EEA States; and
(e) process its personal data for the Company's or Registrars' internal
administration; and
52 these terms and conditions and any agreements entered into by it
pursuant to the terms and conditions set out in this Appendix, and all
non-contractual or other obligations arising out of or in connection with
them, 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 (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any of the Company, the Nominated Adviser or the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.
The foregoing representations, warranties, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as the Nominated Adviser and the Joint Bookrunners, and are irrevocable.
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax in the United Kingdom relates only to their allotment and
issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question. Such agreement also
assumes that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax or other similar taxes may be payable, the Placee
agrees that it shall be responsible for such stamp duty or stamp duty reserve
tax and none of the Company, the Nominated Adviser or the Joint Bookrunners
will be responsible for such stamp duty or stamp duty reserve tax. The
Placees shall indemnify the Company, the Nominated Adviser and the Joint
Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax
paid by them in respect of any such arrangements or dealings. If this is the
case, each Placee should seek its own advice and notify the relevant Joint
Bookrunner accordingly. Placees are advised to consult with their own advisers
regarding the tax aspects of the subscription for Placing Shares.
The Company, the Nominated Adviser and the Joint Bookrunners are not liable to
bear any transfer taxes that arise on a sale of Placing Shares subsequent to
their acquisition by Placees or for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee should, therefore, take its
own advice as to whether any such transfer tax liability arises and notify the
relevant Joint Bookrunner accordingly. Furthermore, each Placee agrees to
indemnify on an after-tax basis and hold each of the Nominated Adviser, the
Joint Bookrunners and the Company and their respective affiliates and to hold
harmless each of the Nominated Adviser, the Joint Bookrunners and the Company
and their respective affiliates from any and all interest, fines or penalties
in relation to stamp duty, stamp duty reserve tax and all other similar duties
or taxes to the extent that such interest, fines or penalties arise from the
default or delay of that Placee or its agent.
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 United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Joint Bookrunners and any of their respective affiliates may,
at their absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or person acting on behalf of the Placee is dealing with either
Joint Bookrunner, any money held in an account with the relevant Joint
Bookrunner on behalf of a Placee and/or any person acting on behalf of a
Placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules and will be
used by the relevant Joint Bookrunner in the course of its own business and
the Placee will rank only as a general creditor of the relevant Joint
Bookrunner.
The rights and remedies of the Joint Bookrunners and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
Shore Capital is authorised and regulated by the FCA in the United Kingdom and
is acting exclusively for the Company and no one else in connection with the
Placing, and Shore Capital will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Panmure Liberum Limited is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else in
connection with the Placing, and Panmure Liberum will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
All times and dates in this Announcement are references to London time and may
be subject to amendment. The relevant Joint Bookrunner shall notify the
Placees and any person acting on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, 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 Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
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.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Acquisition"
the proposed acquisition by the Company of the entire issued share capital of
CSi Palletising, pursuant to the terms of the Acquisition Agreement;
"Acquisition Agreement"
the conditional acquisition agreement dated 30 September 2024 between Mpac
Bidco and the Sellers, further details of which are set in the Acquisition
Announcement;
"Acquisition Announcement" the
announcement by the Company of the Acquisition on 1 October 2024;
"Admission"
Admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules;
"AIM"
AIM, the market of that name operated by the London Stock Exchange;
"AIM
Rules"
the 'AIM Rules for Companies' published by the London Stock Exchange (as
amended from time to time);
"Announcement"
this announcement, including the Appendix;
"Appendix"
the appendix to this Announcement;
"Bookbuild"
the accelerated bookbuilding process in respect of the Placing to be carried
out by the Joint Bookrunners on behalf of the Company;
"Bookbuild
Platform" the
online capital markets platform developed by BB Technology Limited;
"Business
Day"
any day (excluding Saturdays and Sundays) on which banks are generally open in
London for normal banking business;
"Circular"
the circular to be sent or made available by the Company to its Shareholders
on or around the Business Day following this Announcement enclosing the Notice
of General Meeting;
"Company" or
"Mpac" Mpac Group
plc, a company incorporated and registered in England and Wales with
registered number 00124855;
"Companies
Act"
the Companies Act 2006 (as amended from time to time);
"CREST"
the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations) which facilitates
the transfer of title to shares in uncertificated form;
"CREST
Regulations" the
Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as amended
from time to time);
"CSi Palletising"
Elstar International B.V., a private limited liability company incorporated
under the laws of the Netherlands, registered with the Dutch trade register
under number 17202065, and which operates under the name 'CSi Palletising';
"Directors"
the directors of the Company;
"Euroclear"
Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares"
21,533,773 ordinary shares of £0.25 (25 pence) each in the capital of the
Company in issue at the date of this Announcement, all of which are admitted
to trading on AIM;
"Facilities
Agreement" the
facilities agreement between, amongst others, the Company (as borrower) and
HSBC UK Bank plc (as lender), further details of which are set out in the
Acquisition Announcement;
"FCA"
the UK Financial Conduct Authority;
"FCA
Handbook"
the rules and guidance of the FCA published as the FCA Handbook as from time
to time amended;
"Final
Date"
8.00 a.m. on 28 October 2024;
"FSMA"
the Financial Services and Markets Act 2000 (as amended from time to time);
"Fundraising"
the Placing and the Retail Offer;
"General
Meeting"
the general meeting of the Company to be held at 2 Argosy Court, Coventry, CV3
4GA at 9.00 a.m. on 18 October 2024 (or any adjournment thereof), notice of
which will be set out at the end of the Circular;
"Group"
the Company, its subsidiaries and its subsidiary undertakings (each as defined
in the Companies Act) as at the date of this Announcement;
"ISIN"
International Securities Identification Number;
"Issue
Price"
400 pence per New Ordinary Share;
"Joint
Bookrunners"
SCS and Panmure Liberum;
"London Stock Exchange" London
Stock Exchange plc;
"Mpac
Bidco"
Mpac Bidco B.V., a private limited liability company incorporated under the
laws of the Netherlands, registered with the Dutch trade register under number
94964823 and which was incorporated for the purposes of the Acquisition;
"New Ordinary
Shares" together,
the Placing Shares and the Retail Offer Shares;
"Nominated
Adviser" SCC,
the Company's nominated adviser for the purposes of the AIM Rules;
"Notice of General Meeting" the
notice convening the General Meeting which will be set out at the end of the
Circular;
"Ordinary
Shares"
the ordinary shares of £0.25 (25 pence) each in the capital of the Company;
"Panmure
Liberum"
Panmure Liberum Limited, the Company's joint broker and joint bookrunner;
"Placee"
any person who has agreed to subscribe for Placing Shares pursuant to the
Placing;
"Placing"
the conditional placing of the Placing Shares by SCS and Panmure Liberum, as
agents on behalf of the Company, pursuant to the Placing Agreement, further
details of which are set out in this Announcement;
"Placing
Agreement" the
conditional agreement dated 1 October 2024 between: (i) SCC; (ii) SCS; (iii)
Panmure Liberum; and (iv) the Company, relating to the Placing, further
details of which are set out in this Announcement;
"Placing
Shares"
7,250,000 new Ordinary Shares to be issued in connection with the Placing;
"Registrar"
Link Group Limited, the Company's registrar;
"Regulatory Information Service" a regulatory
information service operated by the London Stock Exchange as defined in the
AIM Rules;
"Resolutions"
the shareholder resolutions to be set out in the Notice of General Meeting to
be proposed at the General Meeting to grant the Directors the authority to
allot and issue the New Ordinary Shares on a non-pre-emptive basis;
"Retail Investors"
retail Shareholders, who are resident in the United Kingdom, and are a
customer of one of the intermediaries operating through the Bookbuild
Platform;
"Retail
Offer"
the separate offer by the Company of the Retail Offer Shares, through the
Bookbuild Platform, for Retail Investors;
"Retail Offer
Shares" up
to 250,000 new Ordinary Shares to be issued, conditional on Admission, in
connection with the Retail Offer;
"SCC"
Shore Capital and Corporate Limited, the Company's nominated adviser for the
purposes of the AIM Rules;
"SCS"
Shore Capital Stockbrokers Limited, the Company's joint broker and joint
bookrunner;
"Securities
Act"
the United States Securities Act of 1933, as amended;
"Sellers"
Csitsme B.V., Aaseck B.V. and Lust4life Holding B.V.;
"Shareholders"
holders of the Ordinary Shares of the Company from time to time;
"Shore
Capital"
SCC and/or SCS as the case may be;
"UK"
the United Kingdom of Great Britain and Northern Ireland;
"UK
MAR"
the Market Abuse Regulation (Regulation 596/2014) (as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended);
"uncertificated
form"
Ordinary Shares recorded on the share register as being held in uncertificated
form in CREST and title to which, by virtue of the CREST Regulations, may be
transferred within the CREST settlement system; and
"US" or
"USA"
the United States of America, each State thereof (including the District of
Columbia), its territories, possessions and all areas subject to its
jurisdiction.
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