REG - Powerhouse Energy Gp - Proposed Placing and Retail Offer
29/05/2026 13:45
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RNS Number : 2892G Powerhouse Energy Group PLC 29 May 2026
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX I WHICH CONTAINS THE
TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
MARKET ABUSE REGULATIONS. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR)
WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
29 May 2026
Powerhouse Energy Group plc
("Powerhouse" or the "Company")
Proposed Placing and Retail Offer
Award of Share Options
Powerhouse Energy Group plc (AIM: PHE), a company focused on the conversion of
non-recyclable waste into low carbon energy alongside its revenue-generating
engineering consultancy division Engsolve, announces its intention to conduct
a placing to raise gross proceeds of at least £0.5 million through the issue
of new ordinary shares of 0.01p each in the capital of the Company ("Ordinary
Shares") (the "Placing Shares") at a price of 0.2p per share (the "Issue
Price") (the "Placing").
The Placing is not available to the public and will be conducted by way of an
Accelerated Bookbuild (the "Accelerated Bookbuild") which will open
immediately following release of this Announcement in accordance with the
terms and conditions set out in Appendix I. The Accelerated Bookbuild is
expected to close at around 4.30 p.m. today, although may be closed earlier or
later or may be terminated at any time prior to close at the discretion of the
Bookrunner and the Company. A further announcement confirming the closing of
the Accelerated Bookbuild, and the number of Placing Shares to be issued
pursuant to the Placing, will be made in due course.
The terms and conditions of the Accelerated Bookbuild are set out in Appendix
I to this Announcement.
Turner Pope Investments (TPI) Ltd ("Turner Pope") is acting as sole bookrunner
and sole broker in respect of the Placing.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix I to this Announcement,
unless the context requires otherwise.
Use of Proceeds
The Directors are undertaking the Placing to facilitate an acceleration in the
Research and Development activities of the Company, in particular to fully
demonstrate the flexibility of the DMG process at the Company's Technology
Centre in Bridgend, as well as to allow the Company to increase the momentum
of its current project pipeline. Specifically, the net proceeds of the Placing
are intended to be used as follows:
· Ballymena - Progress planning and permitting activities, develop FEED
package to allow tenders for EPCm and work towards FID
· Research and Development - Continue work on development of
alternative outputs from DMG, i.e. investigate alternative fuels, etc. as well
as adding additional equipment to the FTU process to prove at scale
· Working Capital to include additional projects, sales and marketing,
strengthening C-Suite
Retail Offering
Powerhouse is making available a retail offering to its current shareholders
of up to 75,000,000 new Ordinary Shares on the same terms as the Placing to
raise up to a further £150,000 (the "Retail Offering"). The Company retains
the right to increase the size of the Retail Offering. Funds raised from the
Retail Offering will be added to the working capital allocation.
Those investors who subscribe for new Ordinary Shares pursuant to the Retail
Offering (the "Retail Offer Shares") will do so pursuant to the terms and
conditions of the Retail Offering contained in a separate announcement to be
released by the Company following the close of the Accelerated Bookbuild.
The Retail Offer will be conditional on closing of the Placing. The Placing is
not conditional upon the Retail Offer.
Issue of Warrants
Turner Pope shall be granted such number of warrants to acquire new Ordinary
Shares equal 10% of the Placing Shares and Retail Offer Shares, with an
exercise price of 0.2p per share, and an expiry period of three years from the
date of Admission.
Award of Share Options
The remuneration committee has authorised the grant the following share
options, proposed to be under the Company's current share option scheme rules
to members of the board and the Company Secretary, to further encourage
incentivisation, subject to formalisation of the requisite documentation.
The new share options will have an exercise price of 0.23p, being an
approximate 15% premium to the Issue Price. The options are expected to be
structured to vest from six months from grant and will lapse on the fifth
anniversary of the date of grant.
Directors and PDMRs included in the award are detailed in the table below:
Director / PDMR Current options held New options to be awarded Total options held after intended award
David Hitchcock, Chairman 25,000,000 15,000,000 40,000,000
Paul Emmitt, CEO 84,000,000 50,000,000 134,000,000
Ben Brier, CFO 67,000,000 40,000,000 107,000,000
Anthony Gale, Non- Executive Director 20,000,000 12,000,000 32,000,000
Hugh McAlister, Non- Executive Director 20,000,000 12,000,000 32,000,000
Karol Kacprzak, Non-Executive Director 20,000,000 12,000,000 32,000,000
Rose Herbert, Company Secretary 20,000,000 12,000,000 32,000,000
Total 256,000,000 153,000,000 409,000,000
This Announcement should be read in its entirety. Attention is drawn to the
section of this Announcement headed 'Important Notices' and the terms and
conditions of the Placing in Appendix I to this Announcement.
For more information, contact:
Powerhouse Energy Group plc
Paul Emmitt, CEO Via Tavistock
Ben Brier, CFO
Strand Hanson Limited (Nominated & Financial Adviser) +44 (0) 207 409 3494
Ritchie Balmer / Rob Patrick / Edward Foulkes
Turner Pope Investments (TPI) Ltd (Joint Broker) +44 (0) 203 657 0050
Andrew Thacker / Guy McDougall
Longspur Capital Limited (Financial Adviser & Joint Broker) +44 (0) 203 940 6608
Adam Robertson
Tavistock (Financial PR) +44 (0) 207 920 3150
Simon Hudson / Nick Elwes / Saskia Sizen powerhouse@tavistock.co.uk (mailto:powerhouse@tavistock.co.uk)
About Powerhouse Energy Group plc
www.powerhouseenergy.co.uk
Powerhouse Energy has developed a process technology which can utilise waste
plastic, end-of-life-tyres, and other waste streams to convert them
efficiently and economically into syngas from which valuable products such as
chemical precursors, hydrogen, electricity, heat and other industrial products
may be derived. PHE's process produces low levels of safe residues and
requires a small operating footprint, making it suitable for deployment at
enterprise and community level.
Powerhouse also incorporates Engsolve Ltd, which is a revenue generating
business offering Engineering Services across all sectors, with speciality
services in the development of new technologies and clean energy. Powerhouse
Energy is quoted on AIM with the ticker: PHE
IMPORTANT NOTICES
This Announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms "believes",
"estimates", "forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each case, their
negative or other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not historical
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Company's or the Directors' intentions,
beliefs or current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Bookrunner nor any of their respective associates, directors, officers
or advisers undertakes any obligation to update such statements. Comparisons
of results for current and any prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such,
and should only be viewed as historical data.
Strand Hanson, which is authorised and regulated in the United Kingdom by the
FCA, is acting as nominated adviser exclusively for the Company and no one
else in connection with the Placing and the contents of this Announcement and
will not regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the Placing nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on Strand Hanson by FSMA or the regulatory regime
established thereunder, Strand Hanson accepts no responsibility whatsoever,
and makes no representation or warranty, express or implied, as to the
contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this Announcement, whether as to the past or the
future. Strand Hanson accordingly disclaims all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of the contents of this Announcement
or any such statement.
Turner Pope, which is authorised and regulated in the United Kingdom by the
FCA, is acting as broker and sole bookrunner exclusively for the Company and
no one else in connection with the Placing and the contents of this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the Placing nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on Turner Pope by FSMA or the regulatory regime
established thereunder, Turner Pope accepts no responsibility whatsoever, and
makes no representation or warranty, express or implied, as to the contents of
this Announcement including its accuracy, completeness or verification or for
any other statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the future. Turner
Pope accordingly disclaims all and any liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such
statement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Bookrunner or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The 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 new Ordinary Shares to be issued pursuant to the Fundraise 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.
This Announcement has been issued by, and is the sole responsibility of, the
Company.
INFORMATION TO DISTRIBUTORS
UK product governance
This Announcement contains "forward-looking statements" which include all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's future financial condition, economic
performance, revenues, capital expenditures, expenses, losses, prospects,
strategic initiatives, objectives and results. Without limitation, any
statements preceded or followed by, or that include, the words "believes",
"targets", "plans", "estimates", "forecasts", "plans", "prepares",
"anticipates", "projects", "expects", "aims", "intends", "may", "will",
"seeks", "should" or, in each case, their negative or other variations or
comparable terminology are forward-looking statements. These forward-looking
statements are not guarantees of future performance and involve known and
unknown risks, uncertainties and other important factors beyond the control of
the Company (including but not limited to future market conditions,
legislative and regulatory changes, changes in the political, social or
economic framework in which the Company operates) which may cause the actual
result, performance or achievements of the Company or any company, person or
industry, to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements are based on numerous assumptions regarding the
present and future business strategies of the Company or any such company,
person or industry and the environment in which each will operate in the
future. Investors should not place undue reliance on such forward-looking
statements. All forward-looking statements in this Announcement are based on
information available to the Directors at the date of this Announcement,
unless some other time is specified in relation to them, and the publication
of this Announcement shall not give rise to any implication that there has
been no change in the fact set forth herein since such date. Other than in
accordance with their legal or regulatory obligations (including those set out
in the AIM Rules, the Takeover Code, the POATR and/or FSMA), neither the
Company, nor the Bookrunner nor any of their respective associates, directors,
officers or advisers undertakes any obligation to update publicly or revise
any forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based). Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.
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 EU Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding
the EU Target Market Assessment, the Bookrunner will only procure investors
who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE ("RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC
AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e)
OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EEA QUALIFIED
INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE
PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") ("UK
QUALIFIED INVESTORS"), AND WHO ARE ALSO: (I) PERSONS HAVING PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED ("ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR
(C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE
APPENDICIES) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICIES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT (INCLUDING THE
APPENDICIES) AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE
UNITED STATES. ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY
OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) PURSUANT TO
REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
All offers of the Placing Shares will be made under an exception to the
prohibition on offers to the public under the Prospectus Regime and also
pursuant to an exemption under the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of FSMA does not apply.
The distribution of this Announcement and/or the Placing and/or the offer or
sale of the Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken or will be taken by the Company, the Nominated
Adviser, the Bookrunner or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company, the Nominated
Adviser and the Bookrunner to inform themselves about and to observe any such
restrictions. Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any action.
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.
Each Placee should consult with its own advisers as to legal, financial,
regulatory, tax, business and related aspects of a subscription for the
Placing Shares. The price of shares and any income expected from them may go
down as well as up and Placees may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future performance.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the existing
Ordinary Shares in the capital of the Company have been bought or sold in the
past cannot be relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
Placees, including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given, will be deemed: (i) to have
read and understood this Announcement, including this Appendix, in its
entirety; and (ii) to be participating and making an offer for Placing Shares
on the terms and conditions contained herein and to be providing the
confirmations, agreements, representations, warranties, acknowledgements and
undertakings contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
Details of the Placing Agreement, the Placing Shares and the Accelerated
Bookbuild
Strand Hanson is acting as nominated adviser and Turner Pope is acting as the
sole broker and sole bookrunner in connection with the Placing and Admission.
Turner Pope has today entered into the Placing Agreement with the Company
under which, amongst other things, Turner Pope as the Bookrunner has agreed,
as agent for and on behalf of the Company, to use its reasonable endeavours to
procure subscribers for Placing Shares, on the terms and subject to the
conditions set out herein. The final number of Placing Shares will be
determined by the Company and the Bookrunner at the close of the Accelerated
Bookbuild and will be set out in the placing results agreement (if executed)
(the "Placing Results Agreement"). The timing of the closing of the book and
allocations are at the discretion of the Company and the Bookrunner. Details
of the number of Placing Shares will be announced as soon as practicable after
the close of the Accelerated Bookbuild.
The Bookrunner will today commence the Accelerated Bookbuild to determine
demand for participation in the Placing by Placees immediately following the
publication of this Announcement. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. Members of
the public are not entitled to participate. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares. The Placing is not
being underwritten. The Placing Shares are not part of the Retail Offering.
The Bookrunner shall be entitled to effect the Placing by such alternative
method to the Accelerated Bookbuild as it may, in its discretion following
consultation with the Company, determine.
By participating in the Placing, Placees agree to subscribe for Placing
Shares. Turner Pope is acting as the Bookrunner in connection with the
Placing.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid up and will rank pari
passu in all respects with, and be identical to, the Existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid on the Ordinary Shares after the date of issue of the Placing
Shares and will, on issue, be free of all claims, liens, charges and equities.
Participation in, and principal terms of, the Accelerated Bookbuild and
Placing
1. The Bookrunner is arranging the Placing as agent of the
Company for the purpose of procuring Placees at the Issue Price for the
Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Bookrunner. The Bookrunner may (but is not obliged to) agree to be a Placee in
respect of all or some of the Placing Shares or may nominate any member of its
group to do so.
3. The Accelerated Bookbuild will establish the number of
Placing Shares to be issued pursuant to the Placing.
4. The results of the Placing and the number of Placing Shares
will be announced on a Regulatory Information Service following the completion
of the Accelerated Bookbuild (the "Placing Results Announcement").
5. The Issue Price will be a fixed price of 0.2 pence per
Placing Share and is payable to the Bookrunner (as agent for the Company) by
all Placees whose bids are successful.
6. The number of Placing Shares to be issued at the Issue
Price will be agreed by the Bookrunner in consultation with the Company
following completion of the Accelerated Bookbuild and will be recorded in
terms of a subscription entered into between the Bookrunner and the Company.
The number of Placing Shares to be issued will be announced by the Company on
a Regulatory Information Service following the completion of the Accelerated
Bookbuild.
7. Except as required by law or regulation, no press release
or other announcement will be made by the Bookrunner or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
8. To bid in the Accelerated Bookbuild, Placees should
communicate their bid by telephone or email to their usual sales contact at
the Bookrunner. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Issue Price. Bids may be
scaled down by the Bookrunner on the basis described below. The Bookrunner is
arranging the Placing as an agent of the Company.
9. A bid in the Accelerated Bookbuild will be made on the
terms and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and, except with the
Bookrunner's consent, will not be capable of variation or revocation after the
time at which it is submitted. Following the Bookrunner's oral or written
confirmation of each Placee's allocation and commitment to acquire Placing
Shares, each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Bookrunner (as agent for the Company), to pay
to it (or as the Bookrunner may direct) in cleared funds immediately on the
settlement date, in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the Issue Price
and the number of Placing Shares that such Placee has agreed to subscribe for
and the Company has agreed to allot and issue to that Placee regardless of the
total number of Placing Shares (if any) subscribed for by any other
investor(s). Each prospective Placee's obligations will be owed to the Company
and the Bookrunner.
10. The Accelerated Bookbuild is expected to close later today but
may close later subject to the agreement of the Bookrunner and the Company.
11. The Bookrunner 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 protections
afforded to its customers nor for providing advice in relation to the matters
described in this Announcement or any matter, transaction or arrangement
referred to in it.
12. The Bookrunner may choose to accept bids, either in whole or
in part, on the basis of allocations determined in consultation with the
Company and may scale down any bids for this purpose on such basis as they may
determine or be directed. The Bookrunner may also, notwithstanding paragraphs
9 and 10 above, subject to the prior consent of the Company:
a. allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
b. allocate Placing Shares after the Accelerated Bookbuild has
closed to any person submitting a bid after that time.
13. The Company reserves the right (upon agreement with the
Bookrunner) to reduce or seek to increase the amount to be raised pursuant to
the Placing at its discretion.
14. Allocations of the Placing Shares will be determined by the
Bookrunner in its discretion after consultation with the Company in accordance
with the FCA Handbook Conduct of Business Sourcebook (COBS). Allocations will
be confirmed (either orally or in writing) by the Bookrunner and a form of
confirmation will be despatched as soon as possible thereafter. The terms and
conditions of this Appendix will be deemed incorporated therein. The
Bookrunner's confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of the Bookrunner and the Company, to subscribe for the
number of Placing Shares allocated to it and to pay the Issue Price in respect
of such shares on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association.
15. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the
relevant time, on the basis explained below under "Registration and
settlement".
16. All obligations of the Bookrunner under the Accelerated
Bookbuild and the Placing will be subject to fulfilment or (where applicable)
waiver of the conditions referred to below under "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to below under
"Right to terminate under the Placing Agreement".
17. By participating in the Accelerated Bookbuild and the Placing,
each Placee will agree that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below under "Right
to terminate under the Placing Agreement" and will not be capable of
rescission or termination by the Placee.
18. To the fullest extent permissible by law and applicable FCA
rules and regulations, neither:
a. the Bookrunner;
b. the Company;
c. any of their respective affiliates, agents, directors,
officers or employees ("Representatives"); nor
d. to the extent not contained within (a) or (b) or (c), any
person connected with the Bookrunner as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Bookrunner),
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, neither the
Bookrunner, the Company, nor any of their respective Representatives shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the conduct of the Accelerated
Bookbuild and/or the Placing or of such alternative method of effecting the
Placing as the Bookrunner and the Company may determine. Each Placee
acknowledges and agrees that the Company is responsible for the allotment of
the Placing Shares to the Placees and the Bookrunner shall have no liability
to the Placees for any failure by the Company to fulfil those obligations.
19. The Placing Shares will be allotted and issued subject to the
terms and conditions of this Appendix and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's or the
Bookrunner's conduct of the Placing.
20. The times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person acting on
behalf of the Placees of any such changes.
Conditions of the Placing
Admission
The Bookrunner's obligations under the Placing Agreement in respect of the
Placing Shares to be issued pursuant to the Placing are condition on, inter
alia:
(a) the Placing Results Agreement having been executed by the
Company and the Bookrunner;
(b) the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service as soon as reasonably
practicable following the execution of the Placing Results Agreement;
(c) the Company having allotted the Placing Shares, subject only
to Admission;
(d) the Company having complied in all material respects with
its obligations under the Placing Agreement to the extent that such
obligations fall to be performed prior to Admission;
(e) none of the warranties or undertakings contained in the
Placing Agreement being or having become untrue, inaccurate or misleading in
any material respect as at the date of the Placing Agreement and any time
before Admission, and no fact or circumstance having arisen which would
constitute a breach of any of the warranties or undertakings provided by the
Placing Agreement;
(f) the Bookrunner not having terminated the Placing Agreement
prior to Admission; and
(g) Admission having become effective at or before 8.00 a.m. on
5 June 2026 (or such later time or date as the Company, Strand Hanson and the
Bookrunner may agree, not later than 8.00 a.m. on the Long Stop Date),
(together the "Closing Conditions" and each being a "Closing
Condition").
The Bookrunner may, at its absolute discretion (acting in good faith), waive
or extend the time for fulfilment of all or any part of any of the Closing
Conditions which are capable of waiver or extension by them provided that the
latest time for fulfilment of any Closing Condition shall not be later than
8:00 a.m. on the Long Stop Date. Any such waiver or extension will not affect
Placees' commitments as set out in this Announcement.
If: (i) at Admission, any of the Closing Conditions is not fulfilled or, where
permitted, waived or extended by the Bookrunner in accordance with the Placing
Agreement, or (ii) the Placing Agreement is terminated in the circumstances
specified below under 'Right to terminate under the Placing Agreement', the
Placing will not proceed and the Placees rights and obligations hereunder in
relation to any Placing Shares that has not been unconditionally issued at
such time 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.
The Bookrunner nor any of its respective affiliates nor the Company shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing, nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner, in its absolute discretion acting in good faith, may at any
time before Admission terminate the Placing Agreement in accordance with its
terms in the event that certain circumstances, including, among other things:
(a) any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the Fundraise is,
in the Bookrunner's reasonable opinion, untrue, inaccurate or misleading in
any material respect in the context of the Placing, or that there has been a
material omission therefrom;
(b) the Company has failed in any material respect to comply
with its obligations under the Placing Agreement, the Companies Act 2006, the
City Code on Takeovers and Mergers (to the extent applicable), FSMA, the
Financial Services Act, the Prospectus Regime or the AIM Rules;
(c) any of the warranties contained in the Placing Agreement was
not materially true or accurate in any material and adverse respect, or was
misleading when given or deemed given or at any time if they were to be
repeated (by reference to the facts and circumstances in each case then
existing) would no longer be true and accurate, or would be misleading, in
each case in a respect which the Bookrunner considers is material and adverse
in the context of the Placing or a matter has arisen which gives rise to
claim under the indemnities in the Placing Agreement;
(d) there shall have been, occurred, happened or come into
effect any event or omission affecting, or on the part of, the Company which
materially and adversely affects the financial position and/or prospects of
the Company and its subsidiaries taken as a whole, or which in the reasonable
and proper opinion of the Bookrunner is or will be or may be materially
prejudicial to the Company or to the Placing and Retail Offering;
(e) an event or other matter (including, without limitation, any
change or development in economic, financial, political, diplomatic or other
currency, stock market or other market conditions or any change in any law or
government regulation) has occurred or is likely to occur which, in the
reasonable opinion of the Bookrunner, is (or will be if it occurs) likely
materially and prejudicially to affect the financial position or the business
or prospects of the Company or otherwise makes it impractical or inadvisable
for the Fundraise to proceed; for these purposes "market conditions" includes
conditions affecting securities in the business sector in which the Company
operates and conditions affecting securities generally;
(f) there has been an incident of terrorism, outbreak or
escalation of hostilities, war, declaration of martial law or any other
calamity or crisis which has a material impact on the Company and/or the
United Kingdom; or
(g) there has occurred a suspension or cancellation by the
London Stock Exchange of trading in the Company's securities.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any
circumstances. If the Placing Agreement is terminated by the Bookrunner in
accordance with its terms 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 may be made
by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Bookrunner that the exercise or non-exercise by the Bookrunner of any right of
termination or other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Bookrunner or for agreement
between the Company and the Bookrunner and that neither the Company nor the
Bookrunner need make any reference to, or consult with, Placees and that
neither the Company, the Bookrunner nor any of their respective affiliates or
its or their respective Representatives shall have any liability to Placees
whatsoever in connection with any such exercise or failure to so exercise or
otherwise.
Placees agree that they will have no rights against the Bookrunner, the
Company or any of their respective Representatives under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
admission document, prospectus or other offering document to be published in
the United Kingdom or in any other jurisdiction. No admission document,
offering document or prospectus has been or will be submitted to be approved
by the FCA or submitted to the London Stock Exchange in relation to the
Placing or the Placing Shares. In the United Kingdom, this Announcement is
being directed solely at and distributed and communicated solely to persons in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not apply.
Placees' commitments will be made solely on the basis of (i) publicly
available information announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement, (ii)
the information contained in this Announcement and (iii) business and
financial information published in accordance with the rules and practices
under the AIM Rules and UK MAR (together, the "Publicly Available
Information") and subject to the further terms set forth in the form of
confirmation.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any other information (other than
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Company, the Nominated Adviser or the Bookrunner or any
other person and none of the Company, the Nominated Adviser, the Bookrunner
nor any other person acting on such person's behalf nor any of their
respective Representatives has or shall have any liability for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Neither the Company, the Nominated Adviser or Strand Hanson are
making any undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any information
in this Announcement to be legal, tax or business advice. Each Placee should
consult its own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the Placing Shares.
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business advice. Nothing
in this paragraph shall exclude the liability of any person for fraud or
fraudulent misrepresentation by that person.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that admission to trading on AIM of the Placing Shares
("Admission") will take place at 8.00 a.m. on 5 June 2026 (or such later time
or date as the Company and the Bookrunner may agree, not being later than the
Long Stop Date) and that dealings in the Placing Shares on AIM will commence
at the same time.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Settlement
within CREST is expected to occur on 5 June 2026 ("Settlement Date") in
respect of the Placing Shares. Settlement will take place on a delivery versus
payment basis. However, the Bookrunner and the Company reserve the right to
require settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they deem necessary if delivery
or settlement is not possible or practicable within CREST within the timetable
set out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee to be allocated Placing Shares in the Placing will be sent a form
of confirmation in accordance with the standing arrangements in place with the
Bookrunner stating the number of Placing Shares allocated to it at the Issue
Price, the aggregate amount owed by such Placee to the Bookrunner for the
Placing Shares and settlement instructions. Each Placee agrees that it will do
all things necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement instructions in
respect of the Placing Shares that it has in place with the Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
SONIA as determined by the Bookrunner.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
Turner Pope employs the services of GHC Capital Markets Limited ("GHCCM") as
its settlement agent. Each Placee acknowledges, accepts, confirms and permits:
(a) the use of the GHCCM Corporate Broking Settlement Service in
connection with the Placing;
(b) that GHCCM shall be the settlement agent in connection with
money raised in connection with the Placing;
(c) that TPI is fully authorised to act on behalf of each
Placees as such Placees agent when entering into all agreements necessary with
GHCCM;
(d) that GHCCM will only accept instructions from Turner Pope
and not from any Placee unless GHCCM is expressly authorised to do so by
Turner Pope; and
(e) that Turner Pope is required under the Money Laundering
Regulations 2017 (as amended) to undertake all anti-money laundering
responsibilities in respect of any entity participating in the Placing and
that they may forward this information to GHCCM if so requested, or if
required to do so by law.
The relevant settlement details for the Placing Shares are as follows:
Placing
CREST Participant ID 872, Member a/c: PLACINGS
Expected trade time and date: 8.00 a.m. on 5 June 2026
Settlement date: 8.00 a.m. on 5 June 2026
ISIN code for the Placing Shares: GB00B4WQVY43
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner's account and benefit (as agent of the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties) or other
similar taxes imposed in any jurisdiction which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, such Placee confers on the Bookrunner all such authorities and
powers necessary to carry out such sale and agrees to ratify and confirm all
actions which the Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United Kingdom
stamp duty or stamp duty reserve tax. If there are any circumstances in which
any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes
or duties (including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or delivery of
the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Nominated Adviser, the
Bookrunner nor the Company shall be responsible for payment thereof.
Placees will not be entitled to any fee or commission in connection with the
Placing.
Representations, warranties, undertakings and further terms
By submitting a bid in the Accelerated Bookbuild, each Placee (including any
prospective Placee, and any person acting on such Placee's or prospective
Placee's behalf) irrevocably confirms, represents, warrants, acknowledges,
agrees and undertakes (as the case may be) with the Company and the Bookrunner
(in its capacity as broker and placing agent of the Company in respect of the
Placing) in each case as a fundamental term of its application for Placing
Shares, that:
1. it has read and understood this Announcement (including
this Appendix) in its entirety and that its participation in the Accelerated
Bookbuild and the Placing and its subscription for and purchase of the Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and it undertakes not to
redistribute or duplicate this Announcement;
2. its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
3. no offering document, admission document or prospectus has
been or will be prepared in connection with the Placing (nor is one required
under the Prospectus Regime or other applicable law) and that it has not
received and will not receive a prospectus, admission document or other
offering document in connection with Admission, the Accelerated Bookbuild, the
Placing, the Company, the Placing Shares or otherwise;
4. the Placing does not constitute a recommendation or
financial product advice and the Nominated Adviser and the Bookrunner has not
had regard to its particular objectives, financial situation or needs;
5. none of the Nominated Adviser, the Bookrunner, the Company
nor any of their respective Representatives has provided, nor will provide, it
with any material regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of the Nominated Adviser, the
Bookrunner, the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such information;
6. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement and any
information publicly announced to a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information"); (ii) the Ordinary Shares are admitted to
trading on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the rules and practices
of AIM and UK relevant regulatory authorities (the "Exchange Information"),
which includes a description of the nature of the Company's business, most
recent balance sheet and profit and loss account, and similar statements for
preceding years, and it has reviewed such Exchange Information as it has
deemed necessary or that it is able to obtain or access the Exchange
Information without undue difficulty; and (iii) it has had access to such
financial and other information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask questions)
concerning the Company, the Placing and the Placing Shares as it has deemed
necessary in connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is still current
and relied on that investigation for the purposes of its decision to
participate in the Placing;
7. (i) neither the Company, the Nominated Adviser nor the
Bookrunner nor any of their respective affiliates has made any warranties or
representations to it, express or implied, with respect to the Company, the
Placing and the Placing Shares or the accuracy, completeness or adequacy of
the Publicly Available Information or the Exchange Information, and each of
them expressly disclaims any liability in respect thereof; and (ii) it will
not hold the Bookrunner or any of their respective affiliates responsible for
any misstatements in or omissions from any Publicly Available Information or
any Exchange Information. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. the content of this Announcement and the Publicly Available
Information is exclusively the responsibility of the Company and that none of
the Nominated Adviser, the Bookrunner, any persons acting on their behalf nor
any of their respective affiliates has or shall have any liability for any
information, representation, warranty or statement relating to the Company
contained in, or omission from, this Announcement or any Publicly Available
Information, nor will they be liable for any Placee's decision to participate
in the Placing based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to acquire the Placing Shares is contained in this
Announcement and any Publicly Available Information including (without
limitation) the Exchange Information, such information being all that it deems
necessary and/or appropriate to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any other
information given, investigation made or representations, warranties or
statements made by the Bookrunner or the Company or any of their respective
affiliates or any of their respective Representatives or any person acting on
their behalf and neither the Bookrunner nor the Company nor any of their
respective affiliates nor any of their respective Representatives will be
liable for any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or statement;
9. it, and any prospective beneficial owner for whose account
or benefit it is purchasing the Placing Shares, is and, at the time the
Placing Shares are subscribed for, will be located outside the United States
and is acquiring the Placing Shares in an "offshore transaction" as defined
in, and in accordance with, Regulation S under the Securities Act;
10. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in Regulation S
of the Securities Act;
11. it understands that the Placing Shares:
a. have not been and will not be registered or otherwise
qualified for distribution by way of a prospectus under the securities laws of
the United States, Australia, Canada, Japan, the Republic of South Africa, or
any state, province, territory or jurisdiction thereof;
b. may not be offered, sold, taken up, renounced, distributed
or delivered or transferred, directly or indirectly, within, into or from the
above jurisdictions or any jurisdiction (subject to certain exceptions) in
which it would be unlawful to do so and no action has been or will be taken by
any of the Company, the Nominated Adviser, the Bookrunner or any person acting
on behalf of the Company or, the Nominated Adviser or the Bookrunner that
would, or is intended to, permit a public offer of the Placing Shares in the
United States, Australia, Canada, Japan, the Republic of South Africa or any
country or jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of, nor have an
address in, Australia, Japan, the Republic of South Africa or any province or
territory of Canada or any other jurisdiction in which it is unlawful to make
or accept an offer to acquire the placing shares;
13. it will not offer, sell, transfer, pledge or otherwise dispose
of any Placing Shares except:
a. in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
b. pursuant to another exemption from registration under the
Securities Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
14. it understands that the Placing Shares have not been, and will
not be, registered under the Securities Act or with any regulatory authority
of any other state or other jurisdiction of the United States and may not be
offered, sold or resold in or into or from the United States or to, or for the
account or benefit of, US Persons (as defined in Regulation S) except pursuant
to an effective registration under the Securities Act, or pursuant to an
exemption from the registration requirements of the Securities Act and in
accordance with applicable state securities laws;
15. it will not distribute, forward, transfer or otherwise
transmit this Announcement, or any other presentational or other materials
concerning the Placing, directly or indirectly, whether in whole or in part,
in, into or from the United States, Australia, Canada, Japan or the Republic
of South Africa (including electronic copies thereof);
16. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in the Placing
and it has made such investigation and has consulted its own independent
advisers or otherwise has satisfied itself concerning, without limitation, the
effects of United States federal, state and local income tax laws and foreign
tax laws generally;
17. it:
a. has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of subscribing for or
purchasing the Placing Shares;
b. will not look to the Nominated Adviser or the Bookrunner
for all or part of any loss it may suffer as a result of any such subscription
or purchase;
c. is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is able to bear,
the economic risk of an investment in the Placing Shares;
d. is able to sustain a complete loss of an investment in the
Placing Shares; and
e. has no need for liquidity with respect to its investment in
the Placing Shares;
18. the issue to it, or the person specified by it, for
registration as holder, of the Placing Shares will not give rise to a stamp
duty or stamp duty reserve tax liability under (or at a rate determined under)
any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts
and clearance services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
19. it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations") and, if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Money Laundering Regulations;
20. it is not:
a. an entity or an individual with whom transactions are
prohibited under the US Foreign Corrupt Practices Act of 1977 or is the
subject of any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S. Department of
the Treasury;
b. named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
c. subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Bookrunner
such evidence, if any, as to the identity or location or legal status of any
person which they may request from it in connection with the Placing (for the
purpose of complying with the Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by the Bookrunner on the basis that any
failure by it to do so may result in the number of Placing Shares that are to
be acquired by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Bookrunner may decide at their sole discretion;
21. in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company), or the
Company's registrars (the "Registrars") may, in their absolute discretion,
require verification of its identity, location or legal status. Pending the
provision to the Bookrunner or the Registrars, as applicable, of evidence of
identity, location or legal status, definitive certificates in respect of the
Placing Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in uncertificated form
may be delayed in either of the Bookrunner's or the Registrars', as the case
may be, absolute discretion. If within a reasonable time after a request for
verification of identity, location or legal status, the Bookrunner (for itself
and as agent on behalf of the Company), or the Registrars have not received
evidence satisfactory to them, either the Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on the conditional allocation of
Placing Shares allotment will, if already paid, be returned without interest
to the account of the drawee's bank from which they were originally debited;
22. it irrevocably appoints any duly authorised officer of the
Bookrunner as its agent for the purpose of executing and delivering to the
Company and/or the Registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to acquire upon the terms of this Announcement;
23. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it is acting in
concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
24. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to do so and
has full power to make the acknowledgements, warranties, representations,
confirmations, undertakings, and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable to the
Company and/or the Bookrunner 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). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of any person
for whom it is acting;
25. if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or Regulation 7(4) of POATR, as
applicable, it understands the resale and transfer restrictions set out in
this Appendix and that any Placing Shares acquired or received by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a member state of the EEA to EEA Qualified
Investors or in the United Kingdom to Relevant Persons;
26. if it is in the United Kingdom, it is a person (i) having
professional experience in matters relating to investments who falls within
the definition of "investment professionals" in Article 19(5) of the Order or
(ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom it may
otherwise lawfully be communicated;
27. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA, except to EEA Qualified Investors or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in any member state in the EEA within the meaning of
Article 2(d) of the EU Prospectus Regulation;
28. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to UK Qualified
Investors or otherwise in circumstances which have not resulted and which will
not result in an offer of relevant securities to the public in the United
Kingdom within the meaning of Regulation 7 of POATR;
29. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a member state of the EEA
prior to the expiry of a period of six months from Admission except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer of relevant securities to the public in the United
Kingdom within the meaning of Regulation 7 of POATR, or an offer to the public
in any member state of the EEA within the meaning of the EU Prospectus
Regulation;
30. it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person
and it acknowledges and agrees that this Announcement has not been approved by
the Bookrunner in its capacity as an authorised person under section 21 of the
FSMA and it may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised person;
31. it has complied and will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all applicable provisions of the FSMA, the Criminal Justice
Act 1993 and UK MAR) with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
32. unless otherwise specifically agreed with the Nominated
Adviser and the Bookrunner in writing, in the case of a Relevant Person in the
United Kingdom who acquires any Placing Shares pursuant to the Placing, it is
a 'Qualified Investor' within the meaning of paragraph 15 of Schedule 1 of
POATR and in the case of a Relevant Person in a member state of the EEA who
acquires any Placing Shares pursuant to the Placing, that it is a 'Qualified
Investor' within the meaning of Article 2(e) of the EU Prospectus Regulation;
34. neither it nor, as the case may be, its clients expect the
Bookrunner to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by
COBS, and that the Bookrunner is not acting for it or its clients, and that
the Bookrunner will not be responsible for providing the protections afforded
to clients of the Bookrunner or for providing advice in respect of the
transactions described in this Announcement;
35. it and any person acting on its behalf is entitled to acquire
the Placing Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all such governmental
and other guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary formalities to
enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Appendix) and
will honour such obligations and that it has not taken any action or omitted
to take any action which will or may result in the Nominated Adviser, the
Bookrunner, the Company or any of their respective directors, officers,
agents, employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing;
36. it (and any person acting on its behalf) will make payment in
respect of the Placing Shares allocated to it in accordance with the terms and
conditions of this Announcement (including this Appendix) on the due time and
date set out herein, failing which the relevant Placing Shares may be placed
with other persons or sold as the Bookrunner may each in its sole discretion
determine and without liability to such Placee, who will remain liable for any
amount by which the net proceeds of such sale fall short of the product of the
Issue Price and the number of Placing Shares allocated to it and may be
required to bear any stamp duty, stamp duty reserve tax or other similar taxes
(together with any interest or penalties) which may arise upon such placing or
sale of such Placee's Placing Shares on its behalf;
37. none of the Nominated Adviser, the Bookrunner, nor any of
their respective Representatives nor any person acting on behalf of any of
them is making any recommendations to it or advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and that its participation in the Placing is on the basis that it is
not and will not be a client of either the Nominated Adviser or the Bookrunner
in connection with its participation in the Placing and that neither the
Nominated Adviser nor the Bookrunner have any duty nor responsibility to it
for providing the protections afforded to their clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of their rights
and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
38. the person whom it specifies for registration as holder of the
Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
None of the Nominated Adviser, the Bookrunner nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this requirement or the
requirement in paragraph 18 above ("Indemnified Taxes"); each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company, the
Nominated Adviser and the Bookrunner, on an after-tax basis, in respect of any
Indemnified Taxes;
39. indemnify on an after tax basis and hold the Company, the
Nominated Adviser, the Bookrunner and each of their respective Representatives
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
its representations, warranties, acknowledgements, agreements and undertakings
in this Appendix or incurred by the Bookrunner, the Company or each of their
respective Representatives arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after completion of the Placing;
40. except as set out in paragraph 41 below, it has neither
received nor relied on any 'inside information' (for the purposes of UK MAR
and section 56 of the Criminal Justice Act 1993) concerning the Company prior
to or in connection with accepting the invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of material
non-public information;
41. if it has received any 'inside information' (for the purposes
of UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable
law) in relation to the Company and its securities in advance of the Placing,
it has received such information within the market soundings regime provided
for in Article 11 of UK MAR and associated delegated regulations and it has
not: (i) dealt (or attempted to deal) in the securities of the Company; (ii)
encouraged, recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to any person,
prior to the information being made publicly available;
42. if it is a pension fund or investment company, its purchase of
Placing Shares is in full compliance with applicable laws and regulations;
43. the Company, the Nominated Adviser, the Bookrunner and their
respective Representatives and others will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements, agreements, and
undertakings which are given to the Company, the Nominated Adviser and the
Bookrunner for themselves and on behalf of the Company and are irrevocable and
it irrevocably authorises the Company, the Nominated Adviser and the
Bookrunner to produce this Announcement, pursuant to, in connection with, or
as may be required by, any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein. It agrees that if any of the acknowledgements, representations,
warranties, undertakings and agreements made in connection with its
subscribing and/or acquiring of Placing Shares is no longer accurate, it shall
promptly notify the Company, the Nominated Adviser and the Bookrunner;
44. none of the Company, the Nominated Adviser or the Bookrunner
owes any fiduciary or other duties to any Placee in respect of any
acknowledgments, confirmations, undertakings, representations, warranties or
indemnities in the Placing Agreement;
45. its commitment to take up Placing Shares on the terms set out
in this Announcement (including this Appendix) will continue notwithstanding
any amendment that may or in the future be made to the terms and conditions of
the Placing and that Placees will have no right to be consulted or require
that their consent be obtained with respect to the Company's, the Nominated
Adviser's or the Bookrunner's conduct of the Placing;
46. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and required,
to subscribe for, and that the Nominated Adviser, the Bookrunner or the
Company may call upon it to subscribe for a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned maximum;
47. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds the amount
of the securities being offered) is not any indication or assurance that the
book will remain covered or that the Placing and securities will be fully
distributed by Turner Pope. Turner Pope reserves the right to take up a
portion of the securities in the Placing as a principal position at any stage
at its sole discretion, among other things, to take account of the Company's
objectives, MiFID II requirements and/or its allocation policies;
48. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe;
49. time is of essence as regards its obligations under this
Appendix;
50. it may be asked to disclose in writing or orally to the
Bookrunner: (i) if he or she is an individual, his or her nationality; or (ii)
if he or she is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned;
51. information provided by it to the Company and the Registrar
will be stored on the Company's and/or the Registrars' computer system(s), and
acknowledges and agrees that for the purposes of the General Data Protection
Regulation (EU) 2016/679 and other relevant data protection legislation which
may be applicable ("Data Protection Law"), the Company and the Registrars are
required to specify the purposes for which they will hold personal data; and
that it has obtained the consent of any data subjects to the Registrars and
the Company and their respective associates holding and using their personal
data for the Purposes (as defined below). For the purposes of this
Announcement, "data subject", "personal data" and "sensitive personal data"
shall have the meanings attributed to them in the Data Protection Law. The
Company and the Registrars will only use such information for the purposes set
out below (collectively, the "Purposes"), being to:
a. process its personal data (including sensitive personal
data) as required by or in connection with its holding of Ordinary Shares,
including processing personal data in connection with credit and money
laundering checks on it;
b. communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Ordinary Shares;
c. provide personal data to such third parties as the Company
or the Registrars may consider necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares or as the Data
Protection Law may require, including to third parties outside the United
Kingdom or the EEA;
d. without limitation, provide such personal data to the
Company or the Nominated Adviser or the Bookrunner for processing,
notwithstanding that any such party may be outside the United Kingdom or the
EEA States; and
e. process its personal data for the Company's or Registrars'
internal administration; and
52. these terms and conditions and any agreements entered into by
it pursuant to the terms and conditions set out in this Appendix, and all
non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any of the Company, the Nominated Adviser or the Bookrunner in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.
The Company, the Nominated Adviser, the Bookrunner and their respective
affiliates will rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings. The provisions
of this Appendix may be waived, varied or modified as regards specific Placees
or on a general basis by the Bookrunner.
The foregoing representations, warranties, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as the Nominated Adviser and the Bookrunner, and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax in the United Kingdom relates only to their allotment and
issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question. Such agreement also
assumes that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax or other similar taxes may be payable, the Placee
agrees that it shall be responsible for such stamp duty or stamp duty reserve
tax and none of the Company, the Nominated Adviser or the Bookrunner will be
responsible for such stamp duty or stamp duty reserve tax. The Placees shall
indemnify the Company, the Nominated Adviser and the Bookrunner on an
after-tax basis for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. If this is the case, each Placee
should seek its own advice and notify the Bookrunner accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Bookrunner and any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares or by nominating any connected or associated person to do so.
When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunner, there are no circumstances where client money can or will be held.
The rights and remedies of the Bookrunner and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
The provisions of these terms and conditions shall survive after the
completion of the Placing.
In the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these terms and conditions are to each of such Placees and such
joint Placees' liability is joint and several.
All times and dates in this Announcement are references to London (UK) time
and may be subject to amendment. The Bookrunner shall notify the Placees and
any person acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, the Nominated Adviser, the Bookrunner or their respective
Representatives pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
The price of Ordinary 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 Ordinary Shares.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
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 the
Bookrunner.
Each Placee may be asked to disclose, in writing or orally to the Bookrunner:
(a) if they are an individual, their nationality; or (b) if they are a
discretionary fund manager, the jurisdiction in which the funds are managed or
owned.
APPENDIX 2
DEFINITIONS
"Accelerated Bookbuild" has the meaning given to it in this Announcement
"Admission" admission of the Placing Shares and the Retail Offer Shares to trading on AIM
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM rules for Companies published by London Stock Exchange as amended from
time to time
"BookBuild Platform" the online capital markets platform developed by BB Technology Limited;
"Bookrunner" Turner Pope, in its capacity as broker to the Company
"Business Day" a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
"COBS" the FCA's Conduct of Business Sourcebook
"Company" or "Powerhouse" Powerhouse Energy Group plc (registered number 03934451) and, where the
context so admits, Powerhouse Energy Group plc and its subsidiary undertakings
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"Directors" the directors of the Company
"EEA" has the meaning given to it in this Announcement
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"EU Target Market Assessment" has the meaning given to it in this Announcement
"Existing Ordinary Shares" the Ordinary Shares in issue at the date of this Announcement
"Financial Conduct Authority" or "FCA" the Financial Conduct Authority of the UK
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraise" the Placing and the Retail Offering
"Fundraise Shares" the Placing Shares and the Retail Offer Shares
"Issue Price" 0.2 pence per Fundraise Share
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 30 June 2026
"MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (as amended)
"MiFID II Product Governance Requirements" has the meaning given to it in this Announcement
"Nominated Adviser" Strand Hanson, in its capacity as nominated adviser to the Company
"Ordinary Shares" ordinary shares of 0.01 pence each in the capital of the Company
"Placee" a person who chooses to participate in the Placing by making an oral or
written offer to acquire Placing Shares (including any individuals, funds or
others on whose behalf a commitment to acquire Placing Shares is given)
"Placing" the placing of the Placing Shares at the Issue Price on a non-pre-emptive
basis, on the terms and conditions set out in the Placing Agreement by way of
the Accelerated Bookbuild
"Placing Agreement" the conditional agreement dated 29 May 2026 and made between Turner Pope and
the Company in relation to the Fundraise
"Placing Shares" new Ordinary Shares to be issued by the Company at the Issue Price pursuant to
the Placing
"Placing Results Agreement" has the meaning given to it in Appendix I to this Announcement
"Placing Results Announcement" has the meaning given to it in Appendix I to this Announcement
"Prospectus Regime" means POATR and the FCA's Prospectus Rules: Admission to Trading on a
Regulated Market sourcebook, (as amended)
"POATR" The Public Offers and Admissions to Trading Regulations 2024 (as amended)
"Retail Offering" the proposed conditional offer by the Company of the Retail Offer Shares,
through the BookBuild Platform, to Retail Shareholders
"Retail Offer Shares" new Ordinary Shares to be issued pursuant to the Retail Offering
"Retail Shareholders" existing Shareholders, who are resident in the United Kingdom and are a
customer of an intermediary who agrees conditionally to subscribe for Retail
Offer Shares in the Retail Offering
"RIS" a regulatory information service as defined in the FCA Handbook
"Securities Act" has the meaning given to it in this Announcement
"Shareholders" holders of Ordinary Shares
"Strand Hanson" Strand Hanson Limited, registered in England and Wales with company number
02780169 and having its registered office at 26 Mount Row, London, W1K 3SQ
"Takeover Code" The City Code on Takeovers and Mergers (as amended)
"Target Market Assessment" has the meaning given to it in this Announcement
"Turner Pope" Turner Pope Investments (TPI) Ltd, registered in England and Wales with
company number 09506196 and having its registered office at Ground Floor,
Kings House, 101-135 Kings Road, Brentwood, Essex CM14 4DR
"UK MAR" or "Market Abuse Regulation" Market Abuse Regulation (Regulation 596/2014), as it forms part of the
domestic law of England and Wales by virtue of the European Union (Withdrawal)
Act 2018 (as amended from time to time)
"UK Product Governance Requirements" has the meaning given to it in this Announcement
"United States" has the meaning given to it in this Announcement
- Ends -
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