REG - Plexus Holdings Plc - Proposed Placing, Subscription and Retail Offer
19/03/2025 07:15
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RNS Number : 2092B Plexus Holdings Plc 19 March 2025
Plexus Holdings PLC / Index: AIM / Epic: POS / Sector: Oil equipment &
services
19 March 2025
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN
(TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR HONG KONG OR
INTO ANY OTHER JURISDICTION WHERE IT WOULD BREACH ANY APPLICABLE LAW OR
REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR HONG KONG OR
INTO ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NO PUBLIC OFFERING OF THE NEW SHARES IS BEING MADE IN ANY SUCH
JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE SEE THE
IMPORTANT INFORMATION IN THE APPENDIX TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Plexus Holdings PLC
('Plexus' or 'the Company')
Proposed Placing, Subscription, Retail Offer
and Loan Note Conversion
Plexus Holdings PLC, the AIM-traded wellhead services business, is pleased to
announce its intention to undertake a fundraising by way of a placing (the
"Placing") and an intended direct subscription (the "Subscription") to raise
gross proceeds of approximately £3.0 million and a retail offer (the
"Retail Offer") of up to £0.5 million (the Placing, Subscription and Retail
Offer together the "Fundraising"). It is estimated that the Company will issue
approximately 46,151,128 new Ordinary Shares pursuant to the Placing and the
Subscription and up to 7,692,307 new Ordinary Shares pursuant to the Retail
Offer, in each case at an issue price of 6.5 pence per share (the "Issue
Price").
The Placing, which is expected to raise gross proceeds of approximately £1.0
million, will be conducted in accordance with the terms and conditions set
out in Appendix 2 to this Announcement by way of an accelerated bookbuild
("Bookbuild" or "ABB") at the Issue Price. The ABB will be launched
immediately following this Announcement, with the timing of the closing of the
Bookbuild and the allocations at the absolute discretion of Cavendish Capital
Markets Limited (the "Nominated Adviser and Sole Broker") and the Company. The
results of the Placing will be announced as soon as practicable after the
close of the Bookbuild. None of the Placing, the Subscription or Retail
Offer have been underwritten by Cavendish or any other party.
Ben van Bilderbeek, Jeffrey Thrall, Stas van Bilderbeek, Craig Hendrie and
Mike Park, all of whom are Directors of the Company, intend to subscribe
(either personally or indirectly through a connected entity) for an aggregate
of 30,246,151 Subscription Shares at the Issue Price, for an aggregate
subscription of £2.0 million. As the Company is currently in a closed period
under MAR until the publication of the FY24 Interim Results, the Directors are
not permitted to deal in the Ordinary Shares until after publication of the
FY24 Interim Results (and subject to not being in possession of any other
unpublished price sensitive information at such time).
In addition to the Placing and the Subscription, it is proposed that there
will be a separate retail offer to Retail Investors via the Bookbuild Platform
to raise up to £0.5 million (before expenses) at the Issue Price, to provide
existing retail Shareholders in the Company an opportunity to participate in
the Fundraising. A separate announcement was made by the Company regarding the
Retail Offer and its terms.
The Issue Price of 6.5 pence represents a discount of approximately 3 per
cent. to the closing mid-market price of 6.7 pence on the Record Date, being
the latest practicable date prior to publication of the Announcement.
Furthermore, the Company confirms that it has been notified by the Noteholder
Majority of their intention to convert the principal amount and the interest
accrued on the Outstanding Convertible Loan Notes until 18 March 2025 (being
the latest practicable date prior to the date of Admission) into 13,461,692
Conversion Shares at the Conversion Price. As the Noteholder Majority
comprises Directors and persons closely associated with Directors, they are
also not permitted to deal in the Ordinary Shares until after publication of
the FY24 Interim Results (and subject to not being in possession of any other
unpublished price sensitive information at such time).
It is anticipated that the FY24 Interim Results will be published on or around
28 March 2025, in which case it is intended that (i) the Subscribers will
subscribe for the Subscription Shares, and (ii) the Noteholder Majority will
carry out the Conversion, before the General Meeting. In these circumstances,
the Company will apply for the Subscription Shares and the Conversion Shares
to be admitted to trading on AIM at the same time as the Placing Shares and
the Retail Offer Shares. As such, in this Document the terms "Fundraise" and
"Fundraising Shares" include references to the Subscription Shares and the
term "Admission" includes references to the Subscription Shares and Conversion
Shares, in each case as well as the Placing Shares and Retail Offer Shares.
The net proceeds of the Fundraise will be primarily used to fund the
manufacture of eight additional sets of Exact-Ex wellhead equipment, which
will double the Company's rental fleet and enable Plexus to capitalise on the
growing demand for Jack-up rental wellheads for deployment on exploration and
P&A projects.
The Fundraise and Conversion are each conditional on, inter alia, the passing
of the Resolutions by Shareholders at the General Meeting. A Circular
containing further details of, inter alia, the Fundraising, proposed
conversion of Convertible Loan Notes and Notice of General Meeting is expected
to be despatched to Shareholders on or around 20 March 2025. Following its
publication, the Circular will be available on the Company's website
www.plexusplc.com (http://www.plexusplc.com) .
Appendix 1 and Appendix 2 form part of this Announcement. A timetable of
principal events is set out in Appendix 1. Capitalised terms have the meaning
set out in Appendix 3 to this Announcement.
ENDS
For further information please visit www.plexusplc.com
(http://www.plexusplc.com) or contact:
Plexus Holdings PLC Tel: 01224 774222
Craig Hendrie, CEO
Mike Park, CFO
Cavendish Capital Markets Limited Tel: 0131 220 6939
Derrick Lee
Adam Rae
St Brides Partners Ltd plexus@stbridespartners.co.uk
Isabel de Salis
Paul Dulieu
Will Turner
NOTES
Plexus Holdings plc (AIM: POS) is an IP-led company specialising in developing
and providing wellhead systems and associated products and services for
offshore operations.
Headquartered in Aberdeen, the company focuses on providing wellheads for
Jack-up rig operations such as exploration and appraisal drilling, Plug &
Abandonment work and emerging markets for Carbon Capture & Storage,
hydrogen production and storage and geothermal. Plexus has a collaboration
agreement with SLB to supply Exact adjustable wellhead systems for Jack-up
applications and supports these operations with a range of proprietary
equipment and tools, and project engineering services.
Plexus is known for its highly innovative POS-GRIP® wellhead technology and
HG® metal-to-metal sealing systems, for which licences have been sold to
major industry players such as SLB and TechnipFMC for limited applications.
Plexus continues to develop products based on POS-GRIP technology for
challenging surface production wellhead platforms, special projects and
connector and subsea applications such as the Python® subsea wellhead system.
Plexus has always been at the forefront of innovation to reduce risk and
improve performance in the energy industry, such as developing through-BOP
wellhead systems which help to prevent blow-outs, and POS-GRIP "HG" Seals
which are leak-free throughout field life and so reduce methane emissions and
minimise maintenance costs. These innovations support the oil and gas
industry's ESG and NetZero, and in recognition of this, Plexus was Awarded the
London Stock Exchange's Green Economy Mark in 2021.
For more information visit: https://www.plexusplc.com/
(https://www.plexusplc.com/)
Background to and Reasons for the Fundraising
In July 2024, the Company announced a re-organisation of the Board as part of
succession planning, which resulted in the appointment of Craig Hendrie as CEO
and Mike Park as CFO, to form a new executive team. In conjunction with these
appointments, Ben van Bilderbeek moved from CEO to the role of Chair of the
Company.
The Board, led by the new executive team, has adapted the Company's strategy
to focus on Plexus' previous success in the Jack-up wellhead market enabling
Plexus to satisfy demand for its proven wellhead equipment and IP-led enabling
technologies, whilst capitalising on the Company's existing relationships with
the World's leading oil services companies.
The Company's near-term strategy is primarily focused on its wellhead rental
business, in particular global markets for decommissioning and Jack-up
exploration drilling. The Company has a proven track record of rapid growth in
the wellhead rental market and was previously a leading supplier to the
exploration sector in the North Sea, which is now a key market for
decommissioning following the transition of offshore activities to P&A
work and CCS operations. The Company's medium-term focus is expected to be on
high value 'special' projects (such as the £9 million special project
completed in January 2025) and surface production wellheads, with long-term
opportunities linked to developing subsea wellheads, other POS-GRIP products
and potential further licencing of POS-GRIP technology in large volume
markets.
Currently the Company's rental inventory comprises four sets of Exact-EX
wellheads, which can be deployed for offshore exploration wells, production or
storage of pre-drilled wells, and for P&A activity. Demand for Plexus'
Exact-EX wellheads is strong and Plexus benefits from short contract cycles,
significant returns on investment, high margins and fast payback on these
'evergreen' assets. Plexus' wellhead inventory is currently 100 per cent.
utilised and the Company has recently taken delivery of a further four
Exact-EX wellhead sets, which will be allocated for live work shortly.
In response to customer demand, Plexus intends to initiate the manufacture of
a further eight sets of Exact-EX wellhead sets in order to convert the
Company's growing sales pipeline. The additional eight sets will cost
approximately £3 million and have the potential to generate revenues of £4.5
million per annum.
The Fundraise will expedite the Company's ability to capitalise on the
significant near-term opportunities available to it in the wellhead rental
market, which Plexus would not be able to do without raising additional
capital.
Current Trading and Prospects
The Board was encouraged to see the Group return to profitability in FY24,
driven by a strong performance by Plexus' core Jack-up rental wellhead
business and a significant contribution from a special project for a global
project operator utilising Plexus' bespoke IP and engineering capabilities.
Since this time, the Group has continued to perform well, and the Board is
pleased to confirm that trading for FY25 is in line with market
expectations.
The half-year results to 31 December 2024 include the final revenues upon
successful completion of the large special project and reflect a cash position
at that date of £1.3 million.
On 14 November 2024, the Company announced that it had received an order to
supply its Exact exploration wellhead equipment on a rental basis, along with
associated services, for an offshore gas exploration project in the Middle
East. This order was secured in partnership with Peak Energy Solutions, who
will assist Plexus with a local base and services, and marked Plexus' entry
into a new region, where offshore oil and gas exploration activities continue.
Plexus has also been pursuing other international opportunities in the rental
wellhead business and expects to be concluding the negotiation of a contract
in the near future which will require the deployment of rental wellhead
equipment to another active international offshore basin.
The Board believes that there is a strong future for activities from Jack-up
rigs internationally, including traditional oil and gas exploration drilling,
P&A work and CCS. Over the next two years and beyond, rig rates are
forecast to increase, which supports the Company's short-term focus on the
rental wellhead market. Whilst the global wellhead equipment market is large
(valued at US$6.69bn in 2023), Plexus intends to focus on smaller segments of
the market where the Company has previously been successful, and a competitive
advantage has been identified. Plexus currently has a relatively small market
share in these markets and management sees deployment of its proven enabling
technology into these markets as a significant opportunity for growth.
Plexus has a successful track record of supplying international markets, and
its partnership with SLB is expected to further assist this, by providing
access to local facilities and existing contract arrangements. At present,
management has identified a global sales pipeline totalling £59 million of
potential business, with £27 million in FY26 growing to £32 million in FY27,
which will not be possible to capture with the current rental wellhead fleet
but illustrates that a strong market exists and that an expanded rental fleet
will still be utilised.
Use of Proceeds
The Company intends to use the net proceeds of the Fundraise and any funds
obtained through the Retail Offer, along with its existing cash resources, as
follows:
· £3 million will be used to fund the manufacture of eight additional
sets of Exact-EX rental wellhead equipment, doubling the fleet for short term
core business, and additional associated connectors and tooling; and
· Additional funds will be used to support business growth for
additional equipment such as sold Mudline Suspension equipment and production
wellheads, plus to support continuing R&D activity and for general working
capital purposes.
The Conversion
On 20 October 2022, the Company announced, inter alia, that it had raised a
total of £1,550,000 through the issue of the Convertible Loan Notes to OFM
Investment Limited (£1,000,000), Ben van Bilderbeek (£500,000) and Jeffrey
Thrall (£50,000). The Company further announced on 31 January 2024 that the
Noteholder Majority had opted to redeem a portion of the Convertible Loan
Notes with an aggregate value of £849,992 (the "Redemption"). Following the
Redemption, there are a total of 700,008 Convertible Loan Notes outstanding
(the "Outstanding Convertible Loan Notes"). The Outstanding Convertible Loan
Notes carry interest at 20 per cent. which has and continues to be rolled up.
The Company has been notified by the Noteholder Majority of their intention to
convert both the principal and the interest accrued of the Outstanding
Convertible Loan Notes into new Ordinary Shares in the Company at the
Conversion Price. The total number of Conversion Shares is 13,461,692,
comprising:
· OFM Investment Limited: 8,333,442 Conversion Shares
· Ben van Bilderbeek: 4,166,712 Conversion Shares
· Jeffrey Thrall: 961,538 Conversion Shares
The Conversion is conditional on: (i) the Resolutions being passed which will
provide shareholder authority for the allotment and issue by the Company of
the Conversion Shares for cash on a non-pre-emptive basis; (ii) completion of
the Placing, Subscription and Retail Offer (being a "Qualifying Financing" for
the purposes of the Convertible Loan Notes); and (iii) the Company, acting in
good faith, deeming that any proposed exercise of Conversion rights would not
result in any obligation pursuant to Rule 9 of the Takeover Code on any person
or concert party to extend offers to all shareholders of the Company for all
the shares in the Company (excluding any shares in the Company held by such
person or concert party).
As the Company is currently in a closed period under MAR until the publication
of the FY24 Interim Results, the Noteholder Majority is not permitted to deal
in the Ordinary Shares until after publication of the FY24 Interim Results
(and subject to not being in possession of any other unpublished price
sensitive information at such time) and accordingly the Outstanding
Convertible Loan Notes will not be converted until after such time.
Assuming the Conversion conditions are satisfied and FY24 Interim Results have
been published, it is intended that the Conversion will be carried out before
the General Meeting. In which case, the Company will apply for admission of
the Conversion Shares to trading on AIM alongside the admission of the Placing
Shares, Retail Offer Shares and, if applicable, the Subscription Shares.
Details of the Placing
The Bookbuild process for the Placing will open with immediate effect. The
Placing is subject to the terms and conditions set out in Appendix 2 (which
forms part of this Announcement). The timing of the closing of the Bookbuild
is at the discretion of Cavendish. Cavendish and the Company reserve the right
to increase the amount to be raised pursuant to the Placing, in their absolute
discretion. The closing of the Bookbuild and the final number of shares to be
issued pursuant to the Placing will be announced as soon as practicable after
the close of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares in
the capital of the Company, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares.
The Placing is subject to the conditions and termination rights set out in the
Placing Agreement between the Company and Cavendish. Further details of the
Placing Agreement can be found in the terms and conditions of the Placing
contained in Appendix 2 to this Announcement. The Placing is not being
underwritten by any party.
Pursuant to the Placing Agreement, Cavendish has conditionally agreed to use
its reasonable endeavours to procure subscribers for the Placing Shares at the
Issue Price.
None of the Placing, the Subscription or Retail Offer have been underwritten
by Cavendish or any other party and the Placing is conditional, inter alia,
on:
● the Placing Agreement not having been terminated in
accordance with its terms prior to Admission;
● the Resolutions being passed which will provide shareholder
authority for the allotment and issue by the Company of the New Ordinary
Shares for cash on a non-pre-emptive basis; and
● the admission of the Placing Shares becoming effective by no
later than 8:00 a.m. on 8 April 2025 or such later time and/or date as the
Company and Cavendish may agree (being no later than 8:00 a.m. on 6 May 2025).
The Placing is not conditional upon the completion of the Subscription or the
Retail Offer. Completion of the Subscription, Retail Offer, and the Conversion
are conditional, inter alia, upon completion of the Placing. Neither the
Retail Offer nor the Subscription are conditional upon each other.
The Placing Agreement contains customary warranties from the Company in favour
of Cavendish in relation to, inter alia, the accuracy of the information in
this document and other matters relating to the Company and its business.
Cavendish (acting in good faith) has the right to terminate the Placing
Agreement in certain circumstances prior to Admission in respect of the
Fundraising Shares, including (but not limited to): in the event that there
has, in the opinion of Cavendish (acting in good faith) been a breach, or an
alleged breach, of any of the warranties in the Placing Agreement or there has
occurred in the opinion of Cavendish (acting in good faith) a material adverse
change or any development reasonably likely to involve a prospective material
adverse change in the condition (financial, operational, legal or otherwise),
earnings, business affairs or business prospects of the Company or the Group
(which is material in the context of the Group taken as a whole), whether or
not foreseeable as at the date of the Placing Agreement and whether or not
arising in the ordinary course of business. Cavendish may also terminate the
Placing Agreement if there has been a suspension or cancellation by the London
Stock Exchange of trading in the Company's securities, or if the Company has
failed to or is unable to comply with any of its obligations under the Placing
Agreement.
Details of the Subscription
Ben van Bilderbeek, Jeffrey Thrall, Stas van Bilderbeek, Craig Hendrie and
Mike Park, all of whom are Directors of the Company, intend to subscribe
(either personally or indirectly through a connected entity), for an aggregate
of 30,246,151 Subscription Shares at the Issue Price.
As the Company is currently in a closed period under MAR until the publication
of the FY24 Interim Results, the Directors are not permitted to deal in the
Ordinary Shares until after publication of the FY24 Interim Results (and
subject to not being in possession of any other unpublished price sensitive
information at such time).
The Company currently expects that the FY24 Interim Results will be published
on or around 28 March 2025. Following the notification of the FY24 Interim
Results, it is expected that Subscription will proceed in advance of the
General Meeting, such that admission to trading on AIM of all Fundraising
Shares will take place on 8 April 2025.
General Meeting
The Fundraise and Conversion are each conditional on, inter alia, the passing
of the Resolutions by Shareholders at the General Meeting, which is expected
to be held at Plexus House, Burnside Drive, Dyce, Aberdeen, AB21 0HW on 7
April 2025 at 11.00 a.m. A Circular containing further details of, inter alia,
the Fundraising, proposed conversion of Convertible Loan Notes and Notice of
General Meeting is expected to be despatched to Shareholders on or around 20
March 2025. The Circular will include a unanimous Board recommendation that
all shareholders vote in favour of the Resolutions. Following its publication,
the Circular will be available on the Company's website www.plexusplc.com
(http://www.plexusplc.com) .
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025
Announcement of the Placing, Subscription, Retail Offer and 19 March
Conversion
Announcement of the results of the Placing 19 March
Launch of the Retail Offer 19 March
Posting and publication of the Circular and Form of Proxy 20 March
Announcement of the result of the Retail Offer 21 March
Anticipated Date of Publication of the FY24 Interim Results 28 March
General Meeting 11.00 a.m. on 7 April
Announcement of the result of the General Meeting 7 April
Admission effective and commencement of dealings in the New Ordinary Shares on 8:00 a.m. on 8 April
AIM
New Ordinary Shares credited to CREST members' accounts 8 April
Despatch of definitive shares certificates in respect of New Ordinary Shares by 22 April
to be issued in certificated form
Notes:
(i) References to times in this document are to London time (unless
otherwise stated).
(ii) If any of the above times or dates should change, the revised
times and/or dates will be notified by an announcement to an RIS.
APPENDIX 2
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THE "ANNOUNCEMENT") 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, NEW ZEALAND, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS
REGULATION ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO
ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE UK PROSPECTUS REGULATION
AND WHO ALSO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN PLEXUS HOLDINGS PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND,
IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
THE COMPANY'S BROKERS, CAVENDISH CAPITAL MARKETS LIMITED, WHO ARE REGULATED BY
THE FINANCIAL CONDUCT AUTHORITY, ARE ACTING FOR THE COMPANY AND NO ONE ELSE IN
RELATION TO THE PROPOSALS SET OUT IN THIS ANNOUNCEMENT. CAVENDISH DOES NOT
HAVE ANY AUTHORITY TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE
COMPANY OR ANY OTHER PERSON IN CONNECTION WITH THE COMPANY.
ANY PERSON WHO IS IN ANY DOUBT ABOUT THE INVESTMENT TO WHICH THIS ANNOUNCEMENT
RELATES SHOULD CONSULT A PERSON DULY AUTHORISED FOR THE PURPOSES OF FSMA WHO
SPECIALISES IN THE ACQUISITION OF SHARES AND OTHER SECURITIES.
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 by the Company, Cavendish 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 and Cavendish
to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa, Hong Kong or
any other jurisdiction in which the same would be unlawful. No public offering
of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation, from the requirement to produce a prospectus. In
the United Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, 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, the Financial Markets Authority of New
Zealand 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 Ireland, the Republic of South Africa or
Hong Kong in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or
Hong Kong. Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in this "Important Information"
section of this Announcement.
The Company proposes to raise capital by way of, inter alia, a Placing. By
participating in the Placing, each Placee will be deemed to have read and
understood this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the Terms and Conditions and to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1 it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in a Relevant State who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation;
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in a Relevant State other than Qualified Investors
or in circumstances in which the prior consent of Cavendish has been given to
the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in a Relevant State other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the Prospectus Regulation as
having been made to such persons;
3 in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation;
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the United Kingdom other than Qualified
Investors or in circumstances in which the prior consent of Cavendish has been
given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;
4 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;
5 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix; and
6 except as otherwise permitted by the Company and subject
to any available exemptions from applicable securities laws, it (and any
account referred to above) is outside the United States acquiring the Placing
Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.
No prospectus
No prospectus or other offering document has been or will be submitted to be
approved by the FCA in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any 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 the Company, Cavendish or any other person and none of the
Company, Cavendish 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. No Placees 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.
Details of the Placing Agreement and the Placing Shares
Cavendish has today entered into a Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, Cavendish, 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
issue price of 6.5 pence per Placing Share.
The Placing Shares will, when issued, be subject to the Articles 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 will take place no later than 8.00 a.m. on 8
April 2025 and that dealings in the Placing Shares on AIM will commence at the
same time.
Principal terms of the Placing
1 Cavendish is acting as broker to the Company in respect of
the Placing, as agent for and on behalf of the Company. Cavendish is
authorised and regulated in the United Kingdom by the FCA and is acting
exclusively for the Company and no one else in connection with the matters
referred to in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to each of Cavendish'
customers 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 be and are invited by Cavendish to participate.
Cavendish and any of its affiliates are entitled to participate in the Placing
as principal.
3 The price per Placing Share is 6.5 pence and is payable to
Cavendish as agent of the Company by all Placees.
4 By participating in the Placing (such participation up to
an agreed maximum level to be confirmed in and evidenced by either (i) a
recorded telephone call and/or (ii) email correspondence, in either case
between representatives of Cavendish to whom the Placee's commitment is given
and the relevant Placee (a "Recorded Commitment")), each Placee will be deemed
to have read and understood the Announcement and these Terms and Conditions in
their entirety, to be participating and acquiring Placing Shares on these
Terms and Conditions and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in these Terms and
Conditions.
5 Each Placee will confirm the maximum number of Placing
Shares it is willing to acquire in a Recorded Commitment. Once they have made
a Recorded Commitment, each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to Cavendish (as agent for the
Company), to subscribe and pay for, at the Issue Price, the number of Placing
Shares allocated to it, up to the agreed maximum.
6 Each Placee's allocation (and whether such Placee
participates in the Placing) will be determined by Cavendish in its discretion
following consultation with the Company and will be confirmed by Cavendish
either orally or in writing via a contract note or trade confirmation after
the Recorded Commitment has taken place.
7 Each Placee's commitment will be confirmed in and
evidenced by a Recorded Commitment. These Terms and Conditions will be deemed
incorporated into each contract which is entered into by way of a Recorded
Commitment and will be legally binding on the relevant Placee(s) on behalf of
whom the commitment is made with effect from the end of the Recorded
Commitment and, except with Cavendish's prior written consent, will not be
capable of variation or revocation after such time. A contract note or trade
confirmation confirming each Placee's allocation of Placing Shares will be
sent to them following the Recorded Commitment and the allocation process.
These Terms and Conditions shall be deemed incorporated into any such contract
note or trade confirmation.
8 Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Cavendish (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 Issue Price and the number of Placing Shares allocated to such Placee
(subject always to such Placee's agreed maximum).
9 Cavendish reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the Placing is
oversubscribed in consultation with the Company. Cavendish also reserves the
right not to accept orders to subscribe for Placing Shares or to accept such
orders in part rather than in whole. The acceptance and, if applicable,
scaling back of orders shall be at the absolute discretion of Cavendish.
10 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".
11 All obligations of Cavendish 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".
12 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.
13 To the fullest extent permissible by law and applicable FCA
rules, none of (a) Cavendish, (b) any of its affiliates, agents, directors,
officers, consultants, (c) to the extent not contained within (a) or (b), any
person connected with Cavendish as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of Cavendish), (d) any
person acting on behalf of Cavendish, 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,
Cavendish nor any of its affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of their
conduct in relation to the Placing or of such alternative method of effecting
the Placing as Cavendish 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 Cavendish, as soon as it is
able which will confirm the number of Placing Shares allocated to them, the
Issue Price and the aggregate amount owed by them to Cavendish.
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 Cavendish in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cavendish.
Settlement of transactions in the Placing Shares (ISIN: GB00B0MDF233)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to take place on 8
April 2025 unless otherwise notified by Cavendish and Admission is expected to
occur no later than 8.00 a.m. on 8 April 2025 unless otherwise notified by
Cavendish. The deadline for Placees to input instructions into CREST is 8 a.m.
on 4 April 2025. Admission and settlement may occur at an earlier date, which
if achievable, will be set out in the Circular. 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 Cavendish may agree that the Placing
Shares should be issued in certificated form. Cavendish reserves the right to
require settlement of the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as it deems necessary if delivery or settlement
to Placees is not practicable within the CREST system or would not be
consistent with regulatory requirements in 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 Sterling Overnight Index Average (SONIA) as determined by
Cavendish.
Each Placee agrees that if it does not comply with these obligations,
Cavendish may sell, charge by way of security (to any funder of Cavendish) or
otherwise deal with any or all of their Placing Shares on their behalf and
retain from the proceeds, for Cavendish' 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 Cavendish as 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 conditional 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.
Cavendish' obligations under the Placing Agreement are, and the Placing is,
conditional upon, inter alia:
1 Admission taking place not later than 8.00 a.m. on 8 April
2025 or such later date as is agreed in writing between the Company and
Cavendish, but in any event not later than the Long Stop Date;
2 the Company complying with its obligations under the
Placing Agreement to the extent that the same fall to be performed prior to
Admission;
3 there not occurring, in Cavendish' opinion (acting in good
faith), a Material Adverse Change;
4 the General Meeting having taken place, no adjournment of
the General Meeting having occurred without the prior written consent of
Cavendish and the Resolutions having been passed at the General Meeting by the
requisite majority without amendment;
5 satisfaction or, where appropriate, the waiver of certain
other conditions set out in the Placing Agreement,
(all conditions to the obligations of Cavendish included in the Placing
Agreement being together, the "conditions").
For the avoidance of doubt, the Placing is not conditional on the Retail Offer
(or any take up of the Retail Offer Shares).
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
Cavendish may agree), 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 Cavendish, in its
absolute discretion, by notice in writing to the Company and Cavendish 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.
Cavendish may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Neither Cavendish, the Company nor any of their respective affiliates, agents,
directors, officers or 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 Cavendish'
absolute discretion.
Termination of the Placing
Cavendish may terminate the Placing Agreement, in accordance with its terms,
at any time prior to Admission if, inter alia:
1 any of the warranties in the Placing Agreement were, when
given, untrue, inaccurate, or misleading in any material respect; or
2 the Company fails or is unable to comply with any of
its obligations under the Placing Agreement; or
3 any statement contained in the Placing Documents (as
defined in the Placing Agreement) has become or been discovered to be untrue,
inaccurate or misleading in any material respect or there has been a material
omission therefrom; or
4 a matter, fact, circumstance or event has arisen such that
in the opinion of Cavendish (acting in good faith) a supplementary circular
and/or supplementary press announcement is required to be published or
released; or
5 in the opinion of Cavendish (acting in good faith), a
Material Adverse Change has occurred.
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
Cavendish that the exercise by the Company or Cavendish 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 and / or Cavendish and
that neither the Company nor Cavendish need make any reference to such Placee
and that none of the Company, Cavendish 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 the issue by Cavendish of a form of
confirmation confirming each Placee's allocation and commitment in the
Placing.
Restrictions on issues of shares and other securities by the Company
The Company has undertaken to Cavendish that, for so long as Cavendish is
appointed as its nominated adviser and/or broker, during the period ending on
the later of (i) 180 days after the date of Admission, and (ii) publication of
the audited results of the Company for financial period ending 30 June 2025,
it will not without the prior consent of Cavendish allot or issue, or enter
into any agreement or arrangement which would give rise to an obligation or an
increased obligation (in each case whether contingent or otherwise) to allot
or issue, any share or any instrument or security convertible into a share in
the capital of the Company (save for the allotment and issue of new Ordinary
Shares in the capital of the Company pursuant to the Placing, Conversion,
Subscription or Retail Offer being made by the Company or the issue of shares
or the grant and exercise of options pursuant to the option schemes,
agreements and arrangements disclosed in the Circular).
By participating in the Placing, each Placee agrees that the exercise by
Cavendish of any power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to these restrictions under the
Placing Agreement shall be within the absolute discretion of Cavendish and
that it need not make any reference to, or consult with, any Placee and that
it shall have no liability to any Placee whatsoever in connection with any
such exercise of the power to grant consent.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes
and agrees (for itself and for any such prospective Placee) that in each case
as a fundamental term of such Placee's application for Placing Shares (save
where Cavendish expressly agrees in writing to the contrary) that:
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 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 Regulation or
the UK Prospectus Regulation; and (b) has been or will be prepared in
connection with the Placing;
3 the Ordinary Shares in the capital of the Company are
admitted to trading on AIM, and that, in addition to complying with its
obligations pursuant to MAR, 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 none
of Cavendish, 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 any
of Cavendish, 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 Cavendish nor any person acting on its behalf 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 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;
7 neither the Company, Cavendish 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;
8 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;
9 it has not relied on any investigation that Cavendish or
any person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
10 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company and that neither Cavendish nor any persons acting on its behalf are
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;
11 the Placing is not conditional on the Subscription or the
Retail Offer (or any take up of the Retail Offer Shares);
12 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, Australia, Canada, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong
and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within the
United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland,
the Republic of South Africa or Hong Kong or in any country or jurisdiction
where any such action for that purpose is required;
13 it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) 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
(d) 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 that it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing Shares;
14 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be, a resident
of, or with an address in, or subject to the laws of, the United States,
Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic
of South Africa or Hong Kong 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 the United States, Australia, Canada, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong
and may not be offered, sold, or acquired, directly or indirectly, within
those jurisdictions;
15 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;
16 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;
17 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;
18 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;
19 neither Cavendish, nor its 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 Cavendish and that Cavendish does not have any 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;
20 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 Cavendish for the Placing Shares allocated to it in accordance
with the Terms and Conditions 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 Cavendish 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;
21 no action has been or will be taken by any of the Company,
Cavendish 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;
22 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 the Company nor Cavendish 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 the Company and Cavendish in respect of the same (including any interest
or penalties) on the basis that the Placing Shares will be allotted to the
CREST stock account of Cavendish or transferred to the CREST stock account of
Cavendish, whereupon Cavendish will hold them as a nominee on behalf of the
Placee until settlement in accordance with its standing settlement
instructions with it;
23 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 Cavendish 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);
24 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;
25 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 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 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
Prospectus Regulation;
26 if it is within the United Kingdom, it and any person
acting on its behalf (if within the United Kingdom) 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 FSMA (Financial Promotion) Order 2005, as
amended, and/or an authorised person as defined in section 31 of FSMA; and (b)
a "Qualified Investor" being a person falling within Article 2(e) of the UK
Prospectus Regulation. If it is within a member state of the EEA, it is a
Qualified Investor as defined in Article 2(e) of the Prospectus Regulation.
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;
27 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 that this Announcement is not being
issued by Cavendish as an authorised person under Section 21 of FSMA and
therefore is not subject to the same controls applicable to a financial
promotion made by an authorised person;
28 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);
29 if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation or the Prospectus Regulation, 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 the UK or in a Relevant State other than
Qualified Investors, or in circumstances in which the express prior written
consent of Cavendish has been given to the offer or resale;
30 it has neither received nor relied on any confidential
price sensitive information about the Company in accepting this invitation to
participate in the Placing;
31 neither Cavendish nor any of its 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;
32 neither the Company nor Cavendish, nor any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of the Company, Cavendish 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 Cavendish' rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right;
33 it acknowledges and accepts that Cavendish may, in
accordance with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related instruments for
its own account for the purpose of hedging its underwriting exposure or
otherwise and, except as required by applicable law or regulation, Cavendish
will not make any public disclosure in relation to such transactions;
34 Cavendish 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 Cavendish and/or any of its affiliates, acting as an investor for
its or their own account(s). Neither the Company nor Cavendish intend to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
35 it is aware of the obligations (i) regarding insider
dealing in the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of Crime
Act 2002 and confirms that it has and will continue to comply with those
obligations; and (ii) otherwise arising under the Regulations;
36 in order to ensure compliance with the Regulations, either
Cavendish (for itself and as agent on behalf of the Company) or the Registrars
may, in their absolute discretion, require verification of its identity.
Pending the provision to Cavendish or the Registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at Cavendish's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
either Cavendish's or the Registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity, Cavendish (for itself and as agent on behalf of the Company) or the
Registrars have not received evidence satisfactory to them, Cavendish and/or
the Company may, at their absolute discretion, terminate their 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;
37 it 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 Cavendish's conduct of the Placing;
38 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;
39 it irrevocably appoints any duly authorised officer of
Cavendish 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;
40 the Company, Cavendish 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 Cavendish, on its behalf
and on behalf of the Company and are irrevocable;
41 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;
42 time is of the essence as regards its obligations under
this Appendix;
43 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 Cavendish;
44 the Placing Shares will be issued subject to the Terms and
Conditions; and
45 these Terms and Conditions 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 Ordinary 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 Cavendish 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, Cavendish 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 the Company, Cavendish 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 of the Company nor Cavendish 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 Cavendish
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 Cavendish in the event that either the
Company and/or Cavendish has incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Cavendish for itself and on behalf of the
Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee acknowledges that
Cavendish 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 Cavendish may (at its absolute discretion) satisfy its 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
Cavendish, any money held in an account with Cavendish 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 Cavendish'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 AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
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, Cavendish 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, Cavendish 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.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" admission of the Placing Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules.
"AIM" the AIM Market operated by the London Stock Exchange.
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time.
"Articles" the articles of association of the Company.
"Cavendish" Cavendish Capital Markets Limited, a company incorporated in England and Wales
with company number 06198898, authorised and regulated by the Financial
Conduct Authority, and for the purpose of trade settlement in the Placing,
Cavendish Securities plc a company incorporated in England and Wales with
company number 05210733, authorised and regulated by the Financial Conduct
Authority.
"certificated form" or "in certificated form" an Ordinary Share recorded on a company's share register as being held in
certificated form (namely, not in CREST).
"Circular" the circular, containing further details of the Placing and notice of the
General Meeting to, inter alia, approve the Resolutions, which is expected to
be published and despatched to Shareholders on or around 20 March 2025.
"CLN Holders" OFM Investment Limited, Ben van Bilderbeek and Jeffrey Thrall.
"Company" Plexus Holdings plc, a company incorporated under the laws of England and
Wales with company number 03322928.
"Conversion" the proposed conversion of the original principal amount and the interest
accrued under the Convertible Loan Notes held by each of the CLN Holders into
new Ordinary Shares which may take place once the Company is out of a closed
period under MAR.
"Convertible Loan Notes" the £1.00 convertible loan notes issued to each of the CLN Holders on 19
October 2022.
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations).
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
amended).
"Euroclear" Euroclear UK & International Limited, the operator of CREST.
"FCA" the UK Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"General Meeting" the general meeting of the Company to be held at Plexus House, Burnside Drive,
Dyce, Aberdeen, AB21 0HW at 11.00 a.m. on 7 April 2025, notice of which will
be set out at the end of the Circular.
"Group" the Company and its subsidiary undertakings from time to time and which as at
the date of this Agreement comprises the Company, Plexus Ocean Systems
Limited, Plexus Limited, Plexus Applied Technologies Limited, Plexus Response
Services Limited, Plexus Subsea International Limited, Plexus Ocean Systems
(Malaysia) Sdn Bhd, Plexus Ocean Systems (Brunei) Sdn Bhd, Plexus Offshore
Systems (Singapore) Pte Ltd, Afrotel Corporation Ltd and Plexus Pressure
Control Limited.
"Issue Price" 6.5 pence per Placing Share.
"London Stock Exchange" London Stock Exchange plc.
"Long Stop Date" 6 May 2025.
"MAR" the UK version of the Market Abuse Regulation ((EU) No 596/2014) which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended
and supplemented from time to time.
"Material Adverse Change" a material adverse change, or any development reasonably likely to involve a
prospective material adverse change, in the condition (financial, operational,
legal or otherwise), or the earnings, business affairs or business prospects
of the Company or the Group which is material in the context of the Group
taken as a whole, whether or not arising in the ordinary course of business
and whether or not foreseeable as at the date of the Placing Agreement.
"Ordinary Shares" ordinary shares of 1 pence in the capital of the Company.
"Placees" subscribers for the Placing Shares.
"Placing" the conditional placing of the Placing Shares by Cavendish, as agent on behalf
of the Company, pursuant to the Placing Agreement, further details of which
will be set out in the Circular.
"Placing Agreement" the conditional placing agreement dated the same date as this Announcement and
made between Cavendish and the Company in relation to the Placing, further
details of which will be set out in the Circular.
"Placing Shares" the new Ordinary Shares to be issued pursuant to the Placing.
"Publicly Available Information" information publicly announced through a Regulatory Information Service (as
defined in the AIM Rules) by or on behalf of the Company on or prior to the
date of this Announcement.
"Regulations" the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended).
"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website.
"Relevant State" a member state of the EEA.
"Resolutions" the resolutions set out in the notice convening the General Meeting, which
will be set out at the end of the Circular.
"Retail Offer" the separate offer for subscription of the Retail Offer Shares at the Issue
Price to be made by the Company via BookBuild.
"Retail Offer Shares" means up to 7,692,307 new Ordinary Shares to be issued by the Company pursuant
to the Retail Offer.
"Shareholders" holders of Ordinary Shares.
"Subscribers" Ben van Bilderbeek, Jeffrey Thrall, Stas van Bilderbeek, Craig Hendrie and
Mike Park
"Subscription" means the proposed subscription by the Subscribers for the Subscription Shares
pursuant to the subscription letters which may be entered into once the
Company is out of a closed period under MAR.
"Subscription Shares" those new Ordinary Shares, if any, proposed to be issued by the Company to the
Subscriber pursuant to the Subscription.
"Terms and Conditions" the terms and conditions contained in this Appendix.
"UK" the United Kingdom of Great Britain and Northern Ireland.
"UK Prospectus Regulation" the latest edition of the "Prospectus Regulation Rules" made pursuant to the
UK version of the EU Prospectus Regulation (2017/1129) which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018 (as amended and
supplemented from time to time (including, but not limited to, by the UK
Prospectus Amendment Regulations 2019 and the Financial Services and Markets
Act 2000 (Prospectus) Regulations 2019)).
"US" or "United States" the United States of America, each State thereof, its territories and
possessions (including the District of Columbia) and all other areas subject
to its jurisdiction.
"uncertificated" or "in uncertificated form" an Ordinary Share recorded on a company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST.
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of UK
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. END IOEFZGMFZRLGKZZRecent news on Plexus Holdings
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