REG - PCI-PAL PLC - Placing to raise £4.95m <Origin Href="QuoteRef">PCIPP.L</Origin> - Part 2

PCI- PALAnnouncement

30/01/2018 10:50

- Part 2: For the preceding part double click  ID:nRSd3326Da 

"Publicly Available Information") and subject
to any further terms set forth in the form of confirmation to be sent to
individual Placees. 
 
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 information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of N+1 Singer, the Company or any other person and none of N+1
Singer, the Company or any other person acting on such person's behalf nor any
of their respective affiliates 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.  Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing.  Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation. 
 
Details of the Placing Agreement and the Placing Shares 
 
N+1 Singer has today entered into a placing agreement (the "Placing
Agreement") with the Company under which, on the terms and subject to the
conditions set out in the Placing Agreement, N+1 Singer, as agent for and on
behalf of the Company, has agreed to use its reasonable endeavours to procure
Placees for the Placing Shares at the Placing Price. 
 
The Placing Shares will, when issued, be subject to the articles of
association of the Company and credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares in the capital of the
Company, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the date of
issue of the Placing Shares. 
 
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 of the Placing Shares will take place no later
than the Longstop Date. It is also expected that dealings in the Placing
Shares on AIM will commence at the time of Admission. 
 
Participation in the Placing 
 
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing.  No commissions will be paid to Placees or
by Placees in respect of any Placing Shares.  N+1 Singer and the Company shall
be entitled to effect the Placing by such alternative method as they may, in
their sole discretion, determine. 
 
Principal terms of the Placing 
 
1                 N+1 Singer is acting as nominated adviser, financial adviser
and broker to the Placing, as agent for and on behalf of the Company.  N+1
Singer is authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA") and is acting exclusively for the Company and no one
else in connection with the matters referred to in this Announcement and will
not be responsible to anyone other than the Company for providing the
protections afforded to the customers of N+1 Singer or for providing advice in
relation to the matters described in this Announcement. 
 
2                 Participation in the Placing will only be available to
persons who may lawfully do so, and who are, invited by N+1 Singer to
participate in the Placing.  N+1 Singer and any of its respective affiliates
are entitled to participate in the Placing as principal. 
 
3                 The final number of Placing Shares to be issued at the
Placing Price will be agreed and determined between N+1 Singer and the Company
and such details will be announced by the Company through a Regulatory
Information Service pursuant to the Placing Results Announcement. 
 
4                 The Placing process is expected to close (and the Placing
Results Announcement is expected to be published) no later than 5.00 p.m. on
30 January 2018 but may be closed earlier or later subject to the agreement of
N+1 Singer and the Company.  The Company reserves the right (upon agreement of
N+1 Singer) to reduce or seek to increase the amount to be raised pursuant to
the Placing, in its discretion. 
 
5                 Each Placee's allocation in the Placing shall be determined
by N+1 Singer and the Company. Placees' commitments to subscribe for Placing
Shares will be made orally to N+1 Singer on a recorded telephone line and a
form of confirmation documenting such commitment will be dispatched by N+1
Singer by email as soon as possible following the release of this
Announcement. That oral confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a Placee), in
favour of N+1 Singer and the Company, under which it agrees to acquire the
number of Placing Shares allocated to it at the Placing Price and otherwise on
the terms and subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with N+1
Singer's written consent, such commitment will not be capable of variation or
revocation at the time at which it is submitted. The terms of this Appendix
will also be deemed incorporated in the form of confirmation. 
 
6                 N+1 Singer and the Company may choose to scale down
participations in the Placing on such basis as they may determine. 
 
7                 The Company will release the Placing Results Announcement
following the completion of the Placing process which shall detail the
aggregate number of Placing Shares that have been placed at the Placing Price.
Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to N+1 Singer (as agent for the Company), to pay to it (or as
it may direct) in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares such Placee has agreed to acquire and
the Company has agreed to allot and issue to that Placee. 
 
8                 Except as required by law or regulation, no press release or
other announcement will be made by N+1 Singer or the Company using the name of
any Placee (or its agent) in its capacity as Placee (or agent), other than
with the Placee's prior written consent. 
 
9                 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 same
time, on the basis explained below under "Registration and Settlement". 
 
10              All obligations of N+1 Singer under the Placing will be
subject to fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing". 
 
11              By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate only in
the circumstances described below and will not be capable of rescission or
termination by the Placee. 
 
12              To the fullest extent permissible by law and applicable FCA
rules, none of (a) N+1 Singer, (b) any of N+1 Singer's affiliates, agents,
directors, officers, consultants, or employees (c) to the extent not contained
within (a) or (b), any person connected with N+1 Singer as defined in the
Financial Services and Markets Act 2000 ("FSMA") ((b) and (c) being together
"affiliates" and individually an "affiliate" of N+1 Singer), (d) any person
acting on N+1 Singer's behalf, shall have any 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,
neither N+1 Singer nor any of its respective affiliates shall have any
liability (including, to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Placing or of such alternative method of
effecting the Placing as N+1 Singer and the Company may agree. 
 
Registration and Settlement 
 
If Placees are allocated any Placing Shares in the Placing they will be sent a
form of confirmation or electronic confirmation by N+1 Singer, as soon as it
is able which will confirm the number of Placing Shares allocated to them, the
Placing Price and the aggregate amount owed by them to N+1 Singer. 
 
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by N+1 Singer in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with N+1 Singer. 
 
It is expected that the Placing Shares will be issued to potential subscribers
on 31 January 2018 (or such later date as the Company and N+1 Singer may agree
in writing, being no later than the Long Stop Date). 
 
Settlement of transactions in the Placing Shares (ISIN: GB0009737155)
following the relevant Admission will take place within the CREST system,
subject to certain exceptions.  Settlement through CREST is expected to take
place in respect of the Placing Shares on 31 January 2018 and Admission is
expected to occur no later than 8.00 a.m. on such date unless otherwise
notified by N+1 Singer. 
 
Settlement will be on a delivery versus payment basis.  However, in the event
of any difficulties or delays in the Admission of the Placing Shares to CREST
or the use of CREST in relation to the Placing, the Company and N+1 Singer may
agree that the Placing Shares should be issued in certificated form.  N+1
Singer reserves the right to require settlement for the Placing Shares, and to
deliver the Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in a
Placee's jurisdiction. 
 
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 2 percentage points above
prevailing LIBOR as determined by N+1 Singer. 
 
Each Placee agrees and is deemed to agree that, if it does not comply with
these obligations, N+1 Singer may sell, charge by way of security (to any
funder of N+1 Singer) or otherwise deal with any or all of their Placing
Shares on their behalf and retain from the proceeds, for N+1 Singer's own
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due and any costs and expenses properly incurred by
N+1 Singer a result of the Placee's failure to comply with its obligations. 
The relevant Placee will, however, remain liable for any shortfall below the
amount owed by it and for any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of their Placing
Shares on their behalf. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until such time as it has fully
complied with its obligations hereunder. 
 
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, 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.  Placees will not be entitled to receive
any fee or commission in connection with the Placing. 
 
Conditions of the Placing 
 
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. 
 
The obligations of N+1 Singer under the Placing Agreement are, and the Placing
is, conditional upon, inter alia: 
 
(a)              the Company allotting the Placing Shares in accordance with
the terms of the Placing Agreement; 
 
(b)              none of the warranties or undertakings on the part of the
Company contained in the Placing Agreement being or having become untrue,
inaccurate or misleading at any time before Admission, and no fact or
circumstance having arisen which would constitute a breach of any of the
Warranties or undertakings given in this Agreement; 
 
(c)              the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed prior to
Admission; 
 
(d)              no matter having arisen before Admission which might
reasonably be expected to give rise to an indemnity claim under the Placing
Agreement; 
 
(e)              agreement by the Company and N+1 Singer of the final number
of Placing Shares to be issued at the Placing Price pursuant to the Placing
and the allocation of such Placing Shares to Placees; and 
 
(f)               Admission occurring by not later than 8.00 a.m. on 31
January 2018 (or such later date as the Company and N+1 Singer may agree in
writing, in any event being not later than 8.00 a.m. on the Long Stop Date), 
 
(all conditions to the obligations of N+1 Singer included in the Placing
Agreement being together, the "conditions"). 
 
If any of the conditions set out in the Placing Agreement are not fulfilled
or, where permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the Company and N+1
Singer may agree, provided that the time for satisfaction of the condition set
out in (e) above shall not be extended beyond 8.00 a.m. on the Long Stop
Date), or the Placing Agreement is terminated in accordance with its terms,
the Placing will lapse and the Placee's rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee is acting)
in respect thereof. 
 
By participating in the Placing, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it. 
 
Certain conditions may be waived in whole or in part by N+1 Singer, in its
absolute discretion by notice in writing to the Company and N+1 Singer may
also agree in writing with the Company to extend the time for satisfaction of
any condition. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement. 
 
N+1 Singer may terminate the Placing Agreement in certain circumstances,
details of which are set out below. 
 
Neither N+1 Singer, the Company nor any of their respective affiliates,
agents, directors, officers, employees 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 any of them 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 any of them 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 N+1 Singer. 
 
Termination of the Placing 
 
N+1 Singer may terminate the Placing Agreement, in accordance with its terms,
at any time prior to Admission if, inter alia: 
 
1                 it comes to the attention of N+1 Singer that any of the
warranties were not true or accurate, or were misleading when given or deemed
given; or 
 
2                 it comes to the attention of N+1 Singer that the Company has
failed to comply with its obligations under the Placing Agreement, FSMA, MAR,
the AIM Rules or other applicable law; or 
 
3                 there has occurred a force majeure event, or any material
adverse change has occurred in the financial position or prospects or business
of the Company and its subsidiary undertakings (taken as whole) which, in the
opinion of N+1 Singer, will or is likely to be prejudicial to the Placing or
Admission or to the subscription for Placing Shares by Placees. 
 
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof. 
 
By participating in the Placing, each Placee agrees with the Company and N+1
Singer that the exercise by the Company or N+1 Singer of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or N+1 Singer and that
neither of the Company nor N+1 Singer need make any reference to such Placee
and that neither N+1 Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to such Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise. 
 
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 oral confirmation with N+1 Singer
following the close of the Placing in respect of each Placee's allocation and
commitment in the Placing. 
 
Enterprise Investment Scheme (EIS) and Venture Capital Trust (VCT) Schemes 
 
The continuing status of the Ordinary Shares as a qualifying holding for VCT
purposes will be conditional (amongst other things) on the qualifying
conditions being satisfied throughout the period of ownership.  The continuing
status of the Ordinary Shares as qualifying for EIS relief will be conditional
(amongst other things) on the qualifying conditions being satisfied, both by
the Company and (as regards those conditions to be met by the investor) the
investor throughout a period of at least three years from the date of issue. 
There can be no assurance that the Company will continue to conduct its
activities in a way that will secure or retain qualifying status for VCT and/
or EIS purposes (and indeed circumstances may arise where the directors of the
Company believe that the interests of the Group are not served by seeking to
retain such status).  Further, the conditions for VCT and EIS relief are
complex and relevant investors are recommended to seek their own professional
advice before investing. This paragraph is without prejudice to any separate
comfort letter which may have been given by the Company to certain VCT
investors in connection with the Placing. 
 
Representations, warranties and further terms 
 
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges and agrees (for itself and
for any such prospective Placee) that (save where N+1 Singer expressly agrees
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 that it has not relied on, and will not rely on, any information
given or any representations, warranties or statements made at any time by any
person in connection with either Admission, the Placing, the Company, the
Placing Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information; 
 
2                 it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus or other
offering document: (a) is required under the Prospectus Directive; and (b) has
been or will be prepared in connection with the Placing; 
 
3                 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules, which includes a description of
the nature of the Company's business and the Company's most recent balance
sheet and profit and loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly traded
company, without undue difficulty; 
 
4                 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and neither N+1
Singer, the Company nor any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company or any other person other than the information in this
Announcement, or the Publicly Available Information; nor has it requested
neither of N+1 Singer, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them to provide it with any such information; 
 
5                 neither N+1 Singer, any person acting on behalf of them or
any of their respective affiliates, agents, directors, officers or employees
has or shall have any liability for any Publicly Available Information, or any
representation relating to the Company, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person; 
 
6                 (a) the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the Placing Shares
is contained in the Publicly Available Information, such information being all
that it deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on Publicly Available Information;
(b) neither N+1 Singer, the Company nor any of their respective affiliates,
agents, directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company, the Placing
or the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information; (c) it has conducted its own investigation of
the Company, the Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing; and (d) has not relied on any
investigation that N+1 Singer or any person acting on their behalf may have
conducted with respect to the Company, the Placing or the Placing Shares; 
 
7                 the content of this Announcement and the Publicly Available
Information have been prepared by and are exclusively the responsibility of
the Company and that neither N+1 Singer nor any persons acting on behalf of it
 is responsible for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company contained in
this Announcement or the 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 this
Announcement, the Publicly Available Information or otherwise.  Nothing in
this Appendix shall exclude any liability of any person for fraudulent
misrepresentation; 
 
8                 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be cleared or approved in respect of any of the
Placing Shares under the securities laws of the United States, or any state or
other jurisdiction of the United States, the Republic of Ireland, Australia,
Canada, Republic of South Africa or Japan and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of  Ireland,
Australia, Canada, Republic of South Africa or Japan or in any country or
jurisdiction where any such action for that purpose is required; 
 
9                 it and/or each person on whose behalf it is participating: 
 
9.1             is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions; 
 
9.2             has fully observed such laws and regulations; 
 
9.3             has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will honour such
obligations; and 
 
9.4             has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and complied
with all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto and, in
particular, if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and regulations
with respect to its subscription for Placing Shares; 
 
10              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 will not be, a
resident of, or with an address in, or subject to the laws of, Australia,
Canada, Japan, the Republic of Ireland or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation of
Australia, Canada, Japan, the Republic of Ireland or the Republic of South
Africa and may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions; 
 
11              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 except pursuant to an effective registration under the
Securities Act, or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no representation is
being made as to the availability of any exemption under the Securities Act
for the reoffer, resale, pledge or transfer of the Placing Shares; 
 
12              it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the United States
and acquiring the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S under the Securities Act; 
 
13              it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act; 
 
14              it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person; 
 
15              neither N+1 Singer, its respective affiliates, agents,
directors, officers or employees nor any person acting on behalf of any of
them is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that it is not
and will not be a client of N+1 Singer and N+1 Singer has no duties or
responsibilities to it for providing the protections afforded to its clients
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; 
 
16              it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that it will make
payment to N+1 Singer of the total subscription amount for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
N+1 Singer may, in its absolute discretion determine without liability to the
Placee and it will remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any interest
or penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf; 
 
17              its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares will it will be entitled to, and will be
required, to subscribe for, and that 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; 
 
18              no action has been or will be taken by any of the Company, N+1
Singer or any person acting on their behalf that would, or is intended to,
permit a public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is required; 
 
19              the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the
case may be.  Neither N+1 Singer nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement.  Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
pay and/ or indemnify the Company and N+1 Singer in respect of the same
(including any interest or penalties) on the basis that the Placing Shares
will be allotted to a CREST stock account of N+1 Singer or transferred to a
CREST stock account of N+1 Singer who will hold them as nominee on behalf of
the Placee until settlement in accordance with its standing settlement
instructions with it; 
 
20              it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to do so and
has full power to make the acknowledgments, representations and agreements
herein on behalf of each such person and (b) it is and will remain liable to
the Company and N+1 Singer 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); 
 
21              the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of 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 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability; 
 
22              it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes
that it will acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business only; 
 
23              it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom or elsewhere in 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 an offer to the public in any other member state of the
EEA within the meaning of the Prospectus Directive; 
 
24              it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies etc.) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, and/or an authorised person as defined in section 31 of FSMA; and (b)
section 86(7) of FSMA ("Qualified Investor"), being a person falling within
Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that
it will acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business only; 
 
25              it has only communicated or caused to be communicated and it
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 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 N+1 Singer 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 a financial promotion by an authorised
person; 
 
26              it has complied and it 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 relevant provisions of the FSMA in respect of
anything done in, from or otherwise involving the United Kingdom); 
 
27              if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant implementing
measure in any member state), the 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 a member state
of the EEA which has implemented the Prospectus Directive other than Qualified
Investors, or in circumstances in which the express prior written consent of
N+1 Singer has been given to the offer or resale; 
 
28              it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this invitation to
participate in the Placing; 
 
29              neither N+1 Singer nor any of its respective affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them has or shall have any liability for any information, representation or
statement contained in this Announcement or for any information previously
published by or on behalf of the Company or any other written or oral
information made available to or publicly available or filed information or
any representation, warranty or undertaking relating to the Company, and will
not be liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph shall
exclude any liability of any person for fraud; 
 
30              neither N+1 Singer, the Company, nor  any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of N+1 Singer, the Company or their respective affiliates, agents,
directors, officers or employees is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the Placing
nor in respect of any representations, warranties, acknowledgements,
agreements, undertakings, or indemnities contained in the Placing Agreement
nor the exercise or performance of N+1 Singer's rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right; 
 
31              acknowledges and accepts that N+1 Singer may, in accordance
with applicable legal and regulatory provisions, engage in transactions in
relation to the Placing Shares and/or related instruments for their own
account for the purpose of hedging their underwriting exposure or otherwise
and, except as required by applicable law or regulation, N+1 Singer will not
make any public disclosure in relation to such transactions; 
 
32              N+1 Singer and each of its affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the Placing Shares,
any other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by N+1 Singer and/or any of its respective affiliates, acting as an
investor for its or their own account(s). Neither N+1 Singer nor the Company
intend to disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do so; 
 
33              it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering
Regulations 2007 (together, the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations; 
 
34              it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation No. 596 of
2014 and the Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations; 
 
35              in order to ensure compliance with the Money Laundering
Regulations 2007, N+1 Singer (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to N+1 Singer or
the Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at N+1 Singer's
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at N+1 Singer'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 N+1 Singer (for itself and
as agent on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, N+1 Singer and/or the Company may, at
its absolute discretion, terminate its commitment in respect of the Placing,
in which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited; 
 
36              acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of confirmation will
continue notwithstanding any amendment that may in 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's or N+1 Singer's conduct of the Placing; 
 
37              it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares.  It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing.  It has
relied upon its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing, including the
merits and risks involved; 
 
38              it irrevocably appoints any duly authorised officer of N+1
Singer 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
subscribe or purchase upon the terms of this Announcement; 
 
39              the Company, N+1 Singer and others (including each of their
respective affiliates, agents, directors, officers or employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to N+1 Singer, on their own
behalf and on behalf of the Company and are irrevocable; 
 
40              if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority to make,
and does make, the foregoing representations, warranties, acknowledgements,
agreements and undertakings on behalf of each such accounts; 
 
41              neither it nor, as the case may be, its clients expect N+1
Singer to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
FCA's Conduct of Business Source Book, and that N+1 Singer is not acting for
it or its clients, and that N+1 Singer will not be responsible for providing
the protections afforded to customers of N+1 Singer or for providing advice in
respect of the transactions described herein; 
 
42              that it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution; 
 
43              that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its ordinary
shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA; 
 
44              it represents and warrants that, to the extent it has received
any inside information (for the purposes of MAR) and section 56 of the
Criminal Justice Act 1993) in relation to the Company and its securities, it
has not: (a) dealt (or attempted to deal) in the securities of the Company;
(b) encouraged, recommended or induced another person to deal in the
securities of the Company; or (c) unlawfully disclosed inside information to
any person, prior to the information being made publicly available; 
 
45              it undertakes to N+1 Singer at the time of making its
commitment to subscribe for Placing Shares that it will confirm in writing to
N+1 Singer in the form of confirmation sent by N+1 Singer to Placees the
number of Placing Shares and it intends to subscribe for and in respect of
which VCT or EIS relief will be sought (or which will otherwise comprise
Relevant Funding) and those Placing Shares in respect of which such relief
will not be sought (or which will otherwise not comprise Relevant Funding); 
 
46              it has consented to receive information in respect of
securities of the Company and other price-affected securities (as defined in
FSMA) which makes it an "insider" for the purposes of Part V of FSMA and the
Market Abuse Regulation, and it agrees not to deal in any securities of the
Company until such time as the inside information (as defined in FSMA) of
which it has been made aware has been made public for purposes of FSMA or it
has been notified by N+1 Singer or the Company that the proposed Placing will
not proceed and any unpublished price sensitive information of which the
Placee is aware has been publicly announced, and, other than in respect of its
knowledge of the proposed Placing, it has neither received nor relied on any
confidential price sensitive information concerning the Company or the Placing
Shares; 
 
47              that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and Mergers) with any
other person in relation to the Company; 
 
48              that it is responsible for obtaining any legal, tax and other
advice that it deems necessary for the execution, delivery and performance of
its obligations in accepting the terms and conditions of the Placing, and that
it is not relying on the Company or N+1 Singer  to provide any legal, tax or
other advice to it; 
 
49              it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account as
principal or for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment purposes
only; 
 
50              it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained in this Announcement; 
 
51              time is of the essence as regards its obligations under this
Appendix; 
 
52              any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to N+1 Singer; 
 
53              the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and 
 
54              these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise validly
forms a part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire shares pursuant to the Placing will
be governed by and construed in accordance with English law and it submits to
the exclusive jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or N+1 Singer 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. 
 
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, N+1 Singer and each
of their respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and undertakings
given by the Placee (and any person acting on such Placee's behalf) in this
Appendix or incurred by N+1 Singer, the Company or each of their respective
affiliates, agents, directors, officers or employees 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 the
completion of the Placing. 
 
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are 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 by the
Company.  Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service.  If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable.  In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor N+1 Singer shall be responsible
for such stamp duty or stamp duty reserve tax.  If this is the case, each
Placee should seek its own advice and they should notify N+1 Singer
accordingly.  In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the 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 and each Placee, or the
Placee's nominee, in respect of whom (or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and N+1 Singer in the event that either the
Company and/or N+1 Singer has incurred any such liability to such taxes or
duties. 
 
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to N+1 Singer for itself and on behalf of the
Company and are irrevocable. 
 
Each Placee and any person acting on behalf of the Placee acknowledges that
N+1 Singer does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that N+1 Singer may (at its absolute discretion) satisfy their
obligations to procure Placees by itself agreeing 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 any person acting on behalf of the Placee is dealing with N+1
Singer, any money held in an account with N+1 Singer on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under FSMA.  Each Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules: as a consequence this
money will not be segregated from N+1 Singer's money (as applicable) in
accordance with the client money rules and will be held by it under a banking
relationship and not as trustee. 
 
References to time in this Announcement are to London time, unless otherwise
stated. 
 
All times and dates in this Announcement may be subject to amendment. 
 
No statement in this Announcement is intended to be a profit forecast, and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company. 
 
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser. 
 
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than 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 USED IN THIS ANNOUNCEMENT 
 
"Admission" admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules; 
 
"AIM" the market of that name operated by the London Stock Exchange; 
 
"AIM Rules" means the AIM rules for companies published by the London Stock
Exchange (as amended from time to time) together with any guidance notes as
published by the London Stock Exchange from time to time; 
 
 "Announcement"  this announcement, including the Appendix;  
 
 
"AWS" AWS Amazon Web Services AWS Amazon Web Services; 
 
"certificated" or "in certificated form" where a security is not held in
uncertificated form (i.e. not in CREST); 
 
"Company" or "PCI Pal" PCI PAL PLC; 
 
"CREST" the relevant system (as defined in the CREST Regulations) in respect
of which Euroclear is the Operator (as defined in the CREST Regulations); 
 
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI
2001/3755); 
 
"Directors" the directors of the Company; 
 
"EIS" the Enterprise Investment Scheme; 
 
"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST; 
 
"Existing Ordinary Shares" the existing Ordinary Shares that are in issue as
at the date of this Announcement; 
 
"FCA" the Financial Conduct Authority of the United Kingdom; 
 
"FSMA" the Financial Services and Markets Act 2000 (as amended); 
 
"General Data Protection Regulation" or "GDPR" the General Data Protection
Regulation ((EU) 2016/679) and any national implementing laws, regulations and
secondary legislation, as amended or updated from time to time; 
 
"Group" the Company and its subsidiary undertakings; 
 
"ITA" Income Tax Act 2007; 
 
"London Stock Exchange" London Stock Exchange plc; 
 
"Long Stop Date" means 28 February 2018 or, if earlier, the business day prior
to the date on which the Finance (No 2) Bill (a bill currently before
Parliament) receives Royal Assent; 
 
"Market Abuse Regulation" or "MAR" Regulation (EU) No 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse; 
 
"N+1 Singer" Nplus1 Singer Advisory LLP, registered in England and Wales with
number OC364131, whose registered office is at One, Bartholomew Lane, London
EC2N 2AX and its affiliate, Nplus1Singer Capital Markets Limited, registered
in England and Wales with number 0572780, whose registered office is at One,
Bartholomew Lane, London EC2N 2AX; 
 
"Ordinary Shares" the ordinary shares of £0.01 each in the capital of the
Company; 
 
"PCI DSS" Payment Card Industry Data Security Standard, as issued and from
time to time amended by the PCI SSC; 
 
"PCI SSC" Payment Card Industry Security Standards Council; 
 
"Placees" the placees procured by N+1 Singer pursuant to the Placing Agreement
who agree to subscribe for the Placing Shares; 
 
"Placing" the placing of Placing Shares as described in this Announcement; 
 
"Placing Agreement" the agreement relating to the Placing dated 30 January
2018 and made between the Company and N+1 Singer; 
 
"Placing Price" 45 pence per Placing Share; 
 
"Placing Shares" the new Ordinary Shares that are proposed to be issued
pursuant to the Placing; 
 
"Prospectus Directive" the Directive of the European Parliament and of the
Council of the European Union 2003/71/EC; 
 
"Regulation S" Regulation S under the Securities Act; 
 
"Relevant Funding" means: (a) any aid, investment, grant or loan which was
received by the recipient pursuant to a measure approved by the European
Commission as compatible with Article 107 of the Treaty on the Functioning of
the European Union in accordance with the principles laid down in the
Community Guidelines on Risk Capital Investments in Small and Medium-sized
Enterprises (as those guidelines may be amended or replaced from time to
time); and (b) any funding received pursuant to an investment, loan or grant
from any investor who: (i)           is a venture capital trust (as defined in
Part 6 of ITA); or (ii) has claimed, or is intending to claim, tax relief on
that investment under the Seed Enterprise Investment Scheme (under Part 5A of
ITA) or the Enterprise Investment Scheme (under Part 5 of ITA); 
 
"Securities Act" the US Securities Act of 1933, as amended; 
 
"Shareholders" holders of Ordinary Shares; 
 
"uncertificated" or "in uncertificated form" recorded on the register of
members of the Company as being held in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST; 
 
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern
Ireland; 
 
"United States" or "US" the United States of America, its territories and
possessions and the District of Columbia; and 
 
"VCT" venture capital trusts. 
 
This information is provided by RNS
The company news service from the London Stock Exchange