REG - Quadrise PLC - Proposed Placing, Subscription and Retail Offer
23/01/2025 17:00
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RNS Number : 5147U Quadrise PLC 23 January 2025
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CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN QUADRISE PLC IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE REGISTERED UNDER THE
US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES
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23 January 2025
Quadrise Plc
(the "Company" and together with its subsidiaries the "Group" or "Quadrise")
Proposed Placing, Subscription and Retail Offer
Quadrise Plc (AIM:QED), the supplier of innovative energy solutions for a
cleaner planet, today announces its intention to conduct a placing (the
"Placing") and subscription (the "Subscription") of new ordinary shares of
£0.01 each in the capital of the Company ("Ordinary Shares") at a price of 3
pence per new Ordinary Share (the "Issue Price") to institutional and other
investors to raise gross proceeds of a minimum of £3 million.
In addition to the Placing and the Subscription, and in recognition of the
continuing support from long-term shareholders, the Company also announces
that it will be providing existing eligible Retail Investors with the
opportunity to participate in a retail offer to raise additional gross
proceeds of up to £1 million at the Issue Price (the "Retail Offer")
(together with the Placing and Subscription, the "Fundraise"). A separate
announcement will be made by the Company in due course regarding the Retail
Offer and its terms. For the avoidance of doubt, the Retail Offer is not part
of the Placing and the Subscription.
The Placing will be conducted through an accelerated bookbuild (the
"Accelerated Bookbuild") which will be launched immediately following this
Announcement. The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement.
Shore Capital Stockbrokers Limited ("Shore Capital") and VSA Capital Limited
("VSA Capital") (together, the "Bookrunners") are acting as joint bookrunners
and placing agents in connection with the Placing. Shore Capital will also be
acting as retail offer coordinator in relation to this Retail Offer. Cavendish
Capital Markets Limited ("Cavendish") is acting as nominated adviser to the
Company.
The New Ordinary Shares to be issued in the Fundraise will be issued and
allotted under the Company's existing allotment and disapplication of
pre-emption rights authorities obtained at the Company's last annual general
meeting held on 22 November 2024.
For further information, please contact:
Quadrise Plc +44 (0)20 7031 7321
Andy Morrison, Chairman
Jason Miles, Chief Executive Officer
Cavendish Capital Markets Limited - Nominated Adviser +44 (0)20 7220 0500
Ben Jeynes
Katy Birkin
George Lawson
Shore Capital Stockbrokers Limited - Bookrunner & Joint Broker +44 (0)20 7408 4090
Toby Gibbs, Harry Davies-Ball (Corporate Advisory)
Fiona Conroy (Corporate Broking)
VSA Capital Limited - Bookrunner & Joint Broker +44 (0)20 3005 5000
Andrew Raca, Brian Wong (Corporate Finance)
Andrew Monk (Corporate Broking)
Cutbill Jacoby - Public & Investor Relations +44 (0)7841 576000
Andy Cutbill
Frankie Dundon
Details of the Fundraise
Placing and Subscription
The Placing will be effected through the issue of a minimum of 99,000,000 new
Ordinary Shares (the "Placing Shares") to certain new and existing investors.
In addition to the Placing, the Company proposes to raise approximately
£30,000 from a direct subscription by certain Directors of the Company
("Subscribers") for a total of 1,000,000 new Ordinary Shares ("Subscription
Shares") at the Issue Price.
The Placing is subject to the terms and conditions set out in Appendix 1 to
this Announcement. The Bookrunners will commence the Accelerated Bookbuild in
respect of the Placing immediately following the release of this Announcement.
The number of Placing Shares will be determined at the close of the
Accelerated Bookbuild and will be announced as soon as practicable after the
close of the Accelerated Bookbuild.
The timing of the closing of the Accelerated Bookbuild, pricing and
allocations of the Placing Shares are at the absolute discretion of the
Bookrunners, in consultation with Cavendish and the Company.
The Directors have indicated an intention to participate in the Placing and/or
Subscription (the latter by way of a direct subscription with the Company for
Subscription Shares) as follows:
Director Intended Subscription Number of Subscription Shares Intended Placing participation Number of Placing Shares Total intended Fundraise Total Fundraise shares
participation
Andy Morrison - - £15,000.00 500,000 £15,000.00 500,000
Jason Miles - - £15,000.00 500,000 £15,000.00 500,000
Laurie Mutch £5,000.00 166,667 - - £5,000.00 166,667
Vicky Boiten-Lee £25,000.00 833,333 - - £25,000.00 833,333
Phil Hill - - £3,500.00 116,667 £3,500.00 116,667
The Placing Shares and the Subscription Shares, when issued, will be credited
as fully paid and will rank pari passu in all respects with each other and
with the Existing Ordinary Shares, including, without limitation, the right to
receive all dividends and other distributions declared, made or paid after the
date of First Admission.
The Placing and Subscription are conditional upon, inter alia, (i) the Placing
Agreement not being terminated in accordance with its terms and (ii) First
Admission becoming effective.
The Placing is not being underwritten nor is it conditional on the Retail
Offer taking place.
The Placing Agreement contains customary indemnities and warranties from the
Company in favour of Shore Capital, VSA Capital and Cavendish together with
provisions which enable Shore Capital and VSA Capital, after prior
consultation with Cavendish to the extent practicable, to terminate the
Placing Agreement in certain circumstances, including circumstances where any
of the warranties are found to be untrue or inaccurate in any material
respect.
Appendix 1 to this Announcement sets out further information relating to the
Accelerated Bookbuild and the terms and conditions of the Placing.
Retail Offer
The Company values its Retail Shareholder base and believes that it is
appropriate to provide eligible Retail Investors in the United Kingdom with
the opportunity to participate in the Retail Offer via the Bookbuild Platform.
The Retail Offer will, at all times, only be made to, directed at and may only
be acted upon by those persons who fall within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(which includes persons who are Shareholders). Furthermore, the Retail Offer
is an offer to subscribe for transferable securities, the terms of which
ensure that the Company is exempt from the requirement to issue a prospectus
under Regulation (EU) 2017/1129 as it forms part of United Kingdom law by
virtue of the European Union (Withdrawal) Act 2018 (as amended from time to
time).
Under the Retail Offer, up to 33,333,333 new Ordinary Shares (the "Retail
Offer Shares") will be made available at the Issue Price, although, in the
event the Retail Offer is oversubscribed, the amount to be raised pursuant to
the Retail Offer may be increased depending on the additional demand. The
Retail Offer will be conditional upon, inter alia, completion of the Placing
and the Subscription and First Admission.
The Retail Offer Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares and the
other New Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Further information about the Retail Offer and its terms will be set out in a
separate announcement to be made by the Company in due course.
Admission, settlement and dealings
Placing and Subscription
Application will be made to the London Stock Exchange for the Placing Shares
and the Subscription Shares to be admitted to trading on AIM.
Settlement of the Placing Shares and the Subscription Shares is expected to
take place on or around 8.00 a.m. on 31 January 2025 ("First Admission") (or
such later date as may be agreed between the Bookrunners, Cavendish and the
Company being no later than 8.00 a.m. GMT on 28 February 2025).
The Placing Shares and the Subscription Shares will be in registered form and
will be capable of being held in either certificated or uncertificated form
(i.e. in CREST). Accordingly, following First Admission, settlement of
transactions in the Placing Shares and the Subscription Shares may take place
within the CREST system.
Retail Offer
Application will be made to the London Stock Exchange for the Retail Offer
Shares to be admitted to trading on AIM.
Settlement of the Retail Offer Shares is expected to take place on or around
8.00 a.m. on 3 February 2025 ("Second Admission") and dealings in the Retail
Offer Shares are expected to commence at or around 8.00 a.m. on 3 February
2025 or, in each case, such later time and date as may be agreed between the
Bookrunners, Cavendish and the Company being no later than 8.00 a.m. on 28
February 2025.
The Retail Offer Shares will be in registered form and will be capable of
being held in either certificated or uncertificated form (i.e. in CREST).
Accordingly, following Second Admission, settlement of transactions in the
Retail Offer Shares may take place within the CREST system.
Background to and Rationale for the Fundraise
Quadrise enters calendar year 2025 with strong momentum, following the recent
achievement of several key milestones on the Company's path towards
commercialisation.
Signature of the 3-way trial agreement between QIL, MSC and Cargill in
November 2024 enabled Quadrise to undertake preparatory work on the
forthcoming MSAR® and bioMSAR™ vessel trials, with equipment preparations
and site works at MAC(2) in Antwerp, Belgium, now underway for Q1 installation
ahead of commencement of the trials planned in Q2 2025.
Preparations for a commercial trial of MSAR® in Panama are also underway
following signature of a trial agreement with Sparkle in December 2024, with
commercial supply expected to follow.
Positive engine testing results for new bioMSAR™ prototypes, including the
first with 100% biofuel, have demonstrated the adaptability of Quadrise's
technology, its potential in biofuel markets and notable progress towards a
fully fossil-free, commercial scale bioMSAR Zero product well ahead of 2030.
Alongside these developments, Valkor made substantial progress during 2024
with their drilling and site development programme at their Asphalt Ridge,
Utah site. Having now finalised a comprehensive project financing package for
the site, Valkor will pay Quadrise US$1m in licensing fees during 2025, plus
further sums relating to equipment delivery and engineering services.
The trial in Morocco with OCP awaits finalisation of the client's production
schedules at Jorf Lasfar, with commercial supply to follow a positive trial
result. The Company's project in South East Asia also continues to make
progress.
Quadrise is now seeking funding to enable projects to progress in parallel
through the trial phase and into commercialisation.
Views of the Board
The Board believes that the net proceeds of the Placing and Subscription will
provide Quadrise with working capital resources to 30 June 2026, by which time
projects with MSC, OCP, Valkor and Sparkle are expected to be generating
commercial revenues subject to project milestones meeting currently
anticipated timelines.
The Retail Offer is being made to raise additional funds of approximately £1
million (before expenses), with the net proceeds expected to enable Quadrise
to accelerate product and business development activity, commit to equipment
purchases to allow for rapid deployment and to strengthen the balance sheet.
The Board considers the Fundraise to be in the best interests of the Company
and its Shareholders as a whole and certain Directors and PDMRs of the Company
intend to participate in the Fundraise in respect of an aggregate of 2,116,667
New Ordinary Shares in the Company.
Key Project Delivery
The Company's strategy is to generate demand amongst the shipping industry and
to stimulate supply of our fuels around global marine bunkering hubs. Our
projects are designed to fulfil this strategy, with each now nearing a major
milestone. Focus is on completion of the trials and agreements that will
demonstrate MSAR® and bioMSAR™ technology at commercial scale.
Decarbonisation of shipping: MSC
The project with MSC is seen by the Board as an important step in
demonstrating the role that MSAR® and bioMSAR™ fuels can play in the
decarbonisation of the shipping sector.
In February 2024, an initial agreement was signed between QIL, Cargill NV
("Cargill") and MAC(2) to secure bunker production and supply facilities
in Antwerp to supply Quadrise fuels for commercial trials to the
Amsterdam-Rotterdam-Antwerp ('ARA') region.
The signature of the subsequent 3-way trial agreement between QIL, MSC
and Cargill took longer than originally anticipated due to the inclusion of
binding terms which strengthened the commitment between the trial parties.
This agreement was signed in November 2024. Bilateral agreements reflecting
the terms of the 3-way agreement are being expedited during Q1 2025 by the
Company with Cargill and MAC² respectively, and between Cargill and MSC for
trial fuel supply.
Fabrication of the Company's trial equipment has now commenced, ahead of
installation and commissioning at the MAC² terminal later in Q1 2025. Fuel
production and the 2-month Proof-of-Concept MSC vessel tests of MSAR® and
bioMSAR™ are expected to commence in Q2 2025 with a view to obtaining
Letters of No Objection ("LONO") from the engine manufacturer. The bioMSAR™
LONO trial is estimated to take 6-8 months following the anticipated
successful conclusion of the Proof-of-Concept tests.
During the LONO trial the parties intend to conclude a Commercial Supply
Agreement and secure permanent bioMSAR™ bunker supply availability to the
marine sector by Cargill from MAC(2) facilities in Antwerp and Bruges.
Alongside this opportunity with MSC, the Company continues to assess strategic
options and partnerships to accelerate commercialisation of both bioMSAR™
and MSAR® for marine applications.
Supporting projects
In line with the strategy to decarbonise shipping, the Company's other
projects support demand and supply around major marine bunker hubs.
Industrial
In addition to meeting the needs of an important client, the Company's
industrial project with OCP in Morocco is expected to stimulate supply of
MSAR® in the Mediterranean, a significant region for maritime trade and
bunkering due to its strategic location connecting Europe, Asia, and Africa.
Following the signature of a Commercial Framework Agreement with OCP in May
2024, preparations for a 30-day commercial trial at OCP's largest
manufacturing site at Jorf Lasfar are now substantially complete with Quadrise
trial equipment and chemicals on site in Morocco. The Company is currently
awaiting the go-ahead from the client to commence the trial on the designated
kiln, once OCP production schedules have been determined.
OCP have provided a Letter of Intent outlining their intention to enter into
long-term commercial supply agreements upon successful trial completion, which
has facilitated ongoing discussions with candidate suppliers. Additionally,
OCP and Quadrise are seeking to reach an agreement to increase commercial
applications for MSAR®, and in the future, bioMSAR™ fuels more broadly
across other client locations. As a key part of this exercise, Quadrise have
completed a technical and economic feasibility study for a potential
additional industrial demonstration test at a second OCP site.
US Lower Carbon-Intensive Fuels
Our project with Valkor in Utah, USA, targets the supply of low sulphur MSAR®
and bioMSAR™ to the marine and power sectors, with the fuels produced on
site then transported to major ports and power stations.
Oil production from Valkor's first well was confirmed in September 2024 with
representative barrels of treated heavy sweet oil from Valkor's pilot plant
due to be shipped shortly to Quadrise for analysis and formulation
optimisation testing at QRF. Marketing of MSAR® to marine and power consumers
in the USA will commence once test results confirm the anticipated commercial
viability of the Valkor oil. Crude oil samples supplied by Valkor were
successfully converted to both MSAR® and bioMSAR™ at QRF in 2022.
Following the excellent progress made by Valkor during 2024 at their Primary
Project Site ('PPS') at Asphalt Ridge, Utah, USA, Valkor has confirmed to
the Company that it has now secured the minimum project finance required to
develop the PPS of at least US$15 million.
Following confirmation of project financing, and reflecting the fact that PPS
production volumes of heavy sweet oil are now expected to be
phased, Quadrise and Valkor have agreed an addendum to the 2023 Site License
and Supply Agreement ("SLS Agreement") as follows:
· Phased payment of an initial license fee, with US$0.35 million now
payable by Valkor on 31 January 2025 and the remaining US$0.65 million due
on 1 December 2025.
· The supply by Quadrise of a smaller Multifuel Manufacturing Unit
("MMU") of 600 bpd capacity on an interim basis during 2025, for which Valkor
will pay US$0.2 million on 1 December 2025, with a further US$0.3
million due to Quadrise upon supply of a full size 6,000 bpd MMU to the PPS
in exchange for the 600 bpd MMU by return.
· US$75,000 payable quarterly by Valkor from 1 April 2025 onwards, in
exchange for Quadrise providing engineering and process design and
commissioning services, site operations, compliance support and project
development support services for a minimum period of two years.
A non-binding Heads of Agreement has been entered into between the Quadrise
and Valkor which sets out the basis on which they will seek to agree a
conditionally exclusive Sub-License Agreement to be granted to Valkor covering
the state of Utah, as well as the terms on which the resulting net profit
generated will be shared.
The overall oil sands resources at Asphalt Ridge are substantial and estimated
to comprise several billions of barrels, with Valkor having interests in
several projects at this location.
Valkor is leading operations and development activities across several
projects that could utilise Quadrise technology. Initial volumes of heavy oil
from the drilling operations are expected to be available later in 2025 for
conversion to bioMSAR™ and MSAR® under the SLS in support of commercial
trials by potential shipping, industrial and power customers.
Commercial trials under the SLS are expected to lead to commercial supply and
a potential profit-share from sales, subject to discussions with stakeholders
to finalise agreements. Through the application of CO(2) sequestration and
enhanced oil recovery technology in Utah, the extracted heavy oil is
anticipated to have a lower carbon intensity than conventional oils.
Furthermore, the very low sulphur content and properties of this heavy oil are
expected to allow it to comply with the International Maritime Organisation's
regulations on marine fuel, once converted to MSAR® or bioMSAR™, without
the need for carbon-intensive oil refining. The final product would therefore
constitute a low carbon, low sulphur MSAR® or bioMSAR™.
Central America
The availability of MSAR® and bioMSAR™ in major marine hubs such as in the
Panama Canal region is seen by the Board as an important element of scale-up
of the Company's strategy to decarbonise shipping. Our project in Panama is
intended to provide a base for supply of MSAR® and bioMSAR™, with demand
being cornerstoned by local power generators.
In December 2024, a Material Transfer and Trial Agreement was signed with
Sparkle, a power generator in Panama, under which Quadrise will supply and
install trial equipment at Sparkle's 50MW El Giral power plant, including
a small-scale 5 tonne per hour MMU. MSAR® and bioMSAR™ fuel will then be
produced for a week-long diesel engine trial on site, to supply power to
the Panama electricity grid. Successful conclusion of the engine trial is
expected to lead to a Fuel Supply Agreement.
The trial will be performed on a MAN 4-stroke diesel engine, a first
for Quadrise on this engine type, broadening Quadrise' application
experience to include this important engine manufacturer.
South East Asia
In further support of its strategy, the Company aims to establish a supply
point for MSAR® and bioMSAR™ in South East Asia, one of the world's key
marine hubs.
During 2024 discussions progressed with a refinery operator in the region who
is interested in conducting a trial using MSAR® technology for internal
thermal applications in advance of a potential commercial agreement. The
refinery is well placed for nearby bulk fuel storage and trading
opportunities.
bioMSAR™ and bioMSAR™ Zero development
The Quadrise biofuel development programme aims to provide the marine and
industrial sectors with sustainable, efficient, and user-friendly biofuels to
address key transition challenges for the decarbonisation of shipping and
other market sectors that we serve, and has the following goals:
· Supplying a drop-in biofuel solution (bioMSAR™) rapidly, at
commercial scale globally at terminals or on-board vessels.
· Ensuring the bioMSAR™ platform is sufficiently adaptable to
incorporate a range of sustainable biofuel feedstocks.
· Delivering a commercially viable bioMSAR™ Zero (labelled 'B100' -
made with 100% biogenic energy and no fossil fuels) solution before 2030,
enabling compliance with new and future greenhouse gas emission regulations
out to 2050 and beyond.
Quadrise is working with several strategic partners to investigate lower cost,
renewable and abundant biofuel feedstocks for bioMSAR™. Substantial progress
was made during 2024:
· Testing on blends of bioMSAR™ incorporating B30 biofuel supplied by
major trading companies demonstrated that when compared to diesel, these
blends demonstrated over 38% well-to-wake CO(2) reductions based on the carbon
intensity of the components, enhanced diesel engine efficiency of 3-7% and
reductions in NOx emissions of 43%-59%. Inclusion of B30 further reduces the
fossil fuel content of our emulsion blends, providing an additional potential
pathway to bioMSAR™ Zero.
· Quadrise has developed a bioMSAR™ Zero blend which combines 100%
waste-based sustainable second-generation methyl esters and glycerine as a
highly stable emulsion biofuel. This blend offers 85% lower CO(2) emissions
compared to conventional marine fuels based on lifecycle analysis. Engine
testing demonstrated efficiency improvements of 9-10% and reduction in NOx
emissions of 18% when compared to automotive diesel. bioMSAR™ Zero is
expected to be more cost-effective than equivalent B100 biofuel blends in use
today due to the lower price of its biofuel components and the enhanced engine
performance that the fuel delivers.
· Quadrise has tested bioMSAR™ formulations combining 67% B50
biofuel, which is itself a blend (of 50% methyl esters blended with 50% fuel
oil), with 33% water. In comparison to conventional marine fuels, the B50
bioMSAR™ blend offers 39% lower CO(2) equivalent emissions, and engine
testing demonstrated engine efficiency improvements of 7-8%, and NOx reduction
of 29% when compared with diesel.
In addition to the above, work is rapidly advancing under the Company's Joint
Development Agreements with BTG Bioliquids BV ("BTL") and Vertoro BV
("Vertoro") to develop bioMSAR™ Zero formulations using BTL's pyrolysis
sugars and Vertoro's crude sugar oil™ ("CSO™").
A pilot and engine test programme on bioMSAR™ Zero incorporating CSO™ is
currently being planned to investigate the performance of both premixed and
'blend-on-board' bioMSAR™ Zero with CSO(TM). A B100 bioMSAR™ Zero
formulation is scheduled for testing at sea on-board a newly designed
prototype motor yacht built for Vertoro by Focus Motor Yachts, with
sea-testing expected to commence in Q2 2025 after land-based tests are
completed.
Quadrise continues to develop relationships with suppliers who can provide
sustainable bio-feedstocks on a commercial scale for future bioMSAR™ supply.
Outlook: 2025 and beyond
Energy economics, environmental considerations and emissions regulations are
increasingly driving the business case for MSAR® and bioMSAR™ technology.
Quadrise intends to make a significant contribution to the decarbonisation of
shipping with the completion of commercial-scale trials, leading to supply
contracts and commercial revenues from MSAR® and bioMSAR™ during the next
12 months.
Market and regulatory trends are set to create an increasingly favourable
environment for the Company to advance its business. The implementation of new
environmental regulations, particularly in Europe, such as the EU ETS and
'Fit-for-55' are expected to significantly boost biofuel use and technology
investment, especially in the shipping sector. As conventional biofuels like
biodiesel and renewable diesel, currently used in shipping, face growing
demand from other sectors, the need for lower-cost and widely available
non-conventional biofuels is likely to rise. These regulatory trends, along
with subsidies for renewable waste-based biofuel feedstocks such as glycerine,
should enhance the attractiveness of bioMSAR™ for end-users. With
increasingly favourable market conditions, the Company is well-positioned to
gain further traction with key clients.
Looking ahead, the Company's continued development of bioMSAR™ and net-zero
fuel solutions opens exciting opportunities to deploy its unique and proven
emulsion technology, helping its partners and clients to deliver a cleaner
future.
With an expanding business development pipeline generating opportunities with
other potential customers, suppliers and technology partners, Quadrise is now
ready to play a key part in accelerating the global energy transition.
Use of proceeds
During 2024, Quadrise has continued to build momentum towards its short-term
objective of reaching sustainable revenue and positive cashflow generation.
Once this is achieved, rapid scaling of the business to meet its vast
potential is expected to be undertaken with industry partners. The Company's
projects are intended to act as "use cases" to demonstrate traction and to
help drive partnership programmes.
The Board believes that the net proceeds of the Placing and Subscription will
provide Quadrise with working capital resources to 30 June 2026 by which time
projects with MSC, OCP, Valkor and Sparkle are expected to be generating
commercial revenues, provided project milestones are delivered on currently
anticipated timelines.
The net proceeds of the Retail Offer are expected to provide Quadrise with
additional resources to accelerate product and business development activity,
commit to equipment purchases to allow for rapid deployments and to strengthen
the balance sheet.
Expected timetable of principal events
2025
Announcement of the Fundraise 23 January
Announcement of the results of the Placing and Subscription 24 January
Announcement of the Retail Offer 24 January
First Admission 8.00 a.m. on 31 January
CREST accounts to be credited for the Placing Shares and Subscription Shares 31 January
to be held in uncertificated form
Dispatch of definitive share certificates for the Placing Shares and within 10 working days of First Admission
Subscription Shares to be held in certificated form
Expected close of the Retail Offer 30 January
Announcement of the result of the Retail Offer 31 January
Second Admission 8.00 a.m. on 3 February
CREST accounts to be credited for the Retail Offer Shares to be held in 3 February
uncertificated form
DEFINITIONS
The following definitions apply in Appendix 1 and, as the context shall admit,
in the Announcement:
"Accelerated Bookbuild" the bookbuilding process to be conducted by Shore Capital and VSA Capital to
arrange participation by Placees in the Placing
"Admission" means First Admission and/or Second Admission as the context requires
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange (as updated
from time to time)
"Announcement" this announcement
"Bookbuild Platform" the online capital markets platform developed by BB Technology Ltd, a company
registered in England and Wales with company number 13508012 and whose
registered office is at Kinetic Business Centre, Theobald Street, Elstree,
Hertfordshire, England, WD6 4PJ
"Bookrunners" together, Shore Capital and VSA Capital
"Business Day" any day (excluding Saturdays and Sundays) on which banks are
open in London for normal banking business
"Cargill" Cargill NV, a company organised and existing under the laws of Belgium, having
its registered office at Bedrijvenlaan 9, 2800 Mechelen, Belgium
"Cavendish" Cavendish Capital Markets Limited
"certificated" or "in certificated form" refers to an Ordinary Share which is not in uncertificated form (that is, not
in CREST)
"Company" Quadrise plc
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear UK & Ireland Limited is the operator (as defined in the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as
amended)
"Directors" the directors of the Company or any duly authorised committee thereof
"EEA" the European Economic Area
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares" the 1,764,714,550 ordinary shares of £0.01 each in issue in the capital of
the Company at the date of this Announcement, all of which are admitted to
trading on AIM
"FCA" the Financial Conduct Authority
"First Admission" admission of the Placing Shares and Subscription Shares to trading on AIM
"Form of Confirmation" the form of confirmation or contract note made between Shore Capital or VSA
Capital (as applicable) and the Placees which incorporate by reference the
terms and conditions of the Placing contained in this Announcement
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraise" means the Placing, the Subscription and the Retail Offer
"Group" the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly)
"Issue Price" 3 pence per Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"MAC²" MAC2 Solutions NV, a company organised and existing under the laws of Belgium,
having its registered office at Blauwe Weg 7 - kaai 261 2030, Antwerp, Belgium
"MAR" the EU Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 and as modified by
or under the European Union (Withdrawal) Act 2018 or other domestic law
"MMU" MSAR® Manufacturing Unit
"MSC" MSC Shipmanagement Limited, a limited company registered in Cyprus and located
at 8 Spyrou Kyprianou Avenue, Limassol, which is a 100% subsidiary of the MSC
Group, a global shipping company which provides worldwide seaborne
transportation solutions, including in the container sector
"New Ordinary Shares" or "New Shares" the new Ordinary Shares to be issued in the capital of the Company pursuant to
the Fundraise
"OCP" OCP S., a company incorporated under the laws o Morocco and having its
registered office at 2, reu Al Abtal, Hay Erraha, 20200, Casablanca, Morocco
"Ordinary Shares" means ordinary shares of £0.01 each in the capital of the Company
"Placees" persons who agree to subscribe for Placing Shares at the Issue Price
"Placing" the conditional placing of the Placing Shares by Shore Capital and VSA Capital
on behalf of the Company at the Issue Price, in accordance with the Placing
Agreement
"Placing Agreement" the conditional agreement dated 23 January 2025 between the Company,
Cavendish, Shore Capital and VSA Capital in relation to the Placing and the
Retail Offer
"Placing Results Agreement" the terms of the Placing setting out the Issue Price and the number of Placing
Shares to be issued in the Placing, to be executed in accordance with the
Placing Agreement by the Company, Shore Capital and VSA Capital
"Placing Shares" 99,000,000 New Ordinary Shares to be issued pursuant to the Placing
"QIL" Quadrise International Limited, a wholly-owned subsidiary of the Company
"Retail Investors" or "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 Offer
"Retail Offer" the proposed conditional offer of Retail Offer Shares to Retail Investors
through intermediaries on the Bookbuild Platform pursuant to the Retail Offer
Intermediaries Agreements and the Retail Offer documents
"Retail Offer Intermediaries Agreements" the Retail Offer terms and conditions and the final terms of the Retail Offer
which together set out the terms and conditions upon which each intermediary
agrees to make the UK Retail Offer available to UK Retail Investors
"Retail Offer Shares" up to 33,333,333 New Ordinary Shares being made available pursuant to the
Retail Offer
"RIS" shall have the same meaning as in the AIM Rules
"Second Admission" admission of the Retail Offer Shares to trading on AIM
"Shareholder" a holder of Ordinary Shares from time to time
"Shore Capital" Shore Capital Stockbrokers Limited, joint broker to the Company and placing
agent in respect of the Placing
"Site License and Supply Agreement" means the site licence and supply agreement between QIL and Valkor, which was
signed by the parties on 9 June 2023, in respect of the use of Quadrise's
MSAR® and bioMSAR™ technology at a Valkor heavy oil asset in Utah, USA
"Sparkle" Sparkle Power S.A, a Panamanian company having its registered office at Rio
Duque, El Giral, Buena Vista, province of Colon
"Subscribers" means each subscriber for the Subscription Shares
"Subscription Letters" the agreements between the Company and each of the Subscribers dated on or
around the date of this Placing Agreement
"Subscription Shares" 1,000,000 New Ordinary Shares as will be recorded in the Subscription Letters
from each of the Subscribers to the Company pursuant to the Subscription at
the Issue Price, and "Subscription Share" shall be construed accordingly
"Valkor" means Valkor Technologies LLC, a Delaware limited liability company
"VSA Capital" VSA Capital Limited, joint broker to the Company and placing agent in respect
of the Placing
IMPORTANT NOTICES
This Announcement, and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa, or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction (the "Restricted Jurisdictions").
The New Ordinary Shares referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the "Securities
Act"), or under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in or into the United States except in transactions
exempt from, or not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any state or
other jurisdiction of the United States. The New Ordinary Shares are being
offered and sold solely outside the United States in "offshore transactions"
as defined in and pursuant to Regulation S under the Securities Act. No public
offering of New Ordinary Shares is being made in the United States.
This Announcement does not constitute or form part of an offer to sell or
issue or a solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation, the
Restricted Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the information
contained in it is not for publication or distribution, directly or
indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant
to an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, the Bookrunners or Cavendish or any
of their respective directors, officers, partners, agents, employees or
affiliates that would permit an offer of the New Ordinary Shares or possession
or distribution of this Announcement or any other publicity material relating
to such New Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons receiving this Announcement are required to inform
themselves about and to observe any restrictions contained in this
Announcement.
This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are "qualified investors", as defined in article 2
(e) of the Regulation (EU) 2017/1129 (together with its delegated and
implementing regulations) (the "EU Prospectus Regulation"), (b) in the United
Kingdom, persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in Article 49(2) of the Order and (ii) are
"qualified investors", as defined in Article 2 (e) of the Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation"), and (c)
persons to whom it may otherwise lawfully be communicated (each such person
being a "Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must satisfy
themselves that it is lawful to do so. By accepting the terms of this
announcement, investors represent and agree that they are a Relevant Person.
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement or the Placing relate is available only to Relevant Persons and
will be engaged in only with Relevant Persons. As regards all persons other
than Relevant Persons, the details of the Placing set out in this Announcement
are for information purposes only.
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.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000 (as
amended) ("FSMA") by Cavendish, the Bookrunners or any other person authorised
under FSMA. This Announcement is being distributed and communicated to persons
in the United Kingdom only in circumstances in which section 21(1) of FSMA
does not apply.
No prospectus or offering document will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
(in accordance with the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the Financial Conduct Authority in the United Kingdom ("FCA"), the
London Stock Exchange or applicable law, the Company undertakes no obligation
to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
Any indication in this Announcement of the price at which the Company's shares
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 Group.
Cavendish, 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 Fundraise and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the Fundraise
and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice, in relation to
the Fundraise or any other matter referred to in this Announcement.
Cavendish's responsibilities as the Company's nominated adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are owed to the
London Stock Exchange and the Company and not to any other person.
Shore Capital and VSA Capital, who are authorised and regulated in the United
Kingdom by the FCA, are acting exclusively for the Company as joints
bookrunners and brokers and no one else in connection with the Fundraise and
will not regard any other person (whether or not a recipient of this
Announcement) as their client in relation to the Fundraise and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice, in relation to the
Fundraise or any other matter referred to in this Announcement. The
responsibilities of Shore Capital and VSA Capital as the Company's joint
brokers are owed to the London Stock Exchange and not to any other person.
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 or on behalf of the Company, Cavendish, Shore Capital or VSA Capital or by
their affiliates or their respective agents, directors, officers and employees
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 therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than to trading on AIM.
Appendix 1 to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each person who is invited to and
who chooses to participate in the Placing by making or accepting an oral and
legally binding offer to acquire Placing Shares will be deemed to have read
and understood this Announcement in its entirety and to be making such offer
on the terms and subject to the conditions set out in this Announcement and to
be providing the representations, warranties, undertakings and
acknowledgements contained in Appendix 1.
Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.
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.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
THIS APPENDIX 1 CONTAINS IMPORTANT INFORMATION FOR INVITED PLACEES REGARDING
THE PLACING. THIS INFORMATION AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE
"PLACING TERMS") DO NOT APPLY TO THE RETAIL OFFER.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX 1 AND THE PLACING TERMS AND CONDITIONS
SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION
PURPOSES ONLY) ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WHO FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") ("INVESTMENT PROFESSIONALS") OR FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; OR (B) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS, INCLUDING INVESTMENT PROFESSIONALS, TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN
THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH
OFFERING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED
JURISDICTIONS").
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX OR BUSINESS
CONSEQUENCES AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be registered under or offered in compliance with the securities
laws of any state, province or territory of Australia, Canada, Japan or the
Republic of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement (including this Appendix 1) should be read in its entirety.
In particular, any Placee should read and understand the information provided
in the "Important Notices" section of this Announcement.
By participating in the Accelerated Bookbuild (as defined below) and the
Placing, each Placee will be deemed (i) to have read and understood this
Announcement in its entirety, (ii) to be participating, making an offer to
acquire and acquiring Placing Shares on the terms and conditions contained
herein and (iii) to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Announcement (including
for the avoidance of doubt this Appendix 1).
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it
will acquire, hold, manage or dispose of any Placing Shares that are allocated
to it for the purposes of its business;
2. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement (including for the
avoidance of doubt this Appendix 1;
3. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix 1; and
4. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 2 above) is outside the United States
acquiring the Placing Shares in offshore transactions as defined in, and in
accordance with, Regulation S under the US Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing, based on the information contained in this
Announcement, the announcement of the pricing of the Placing (the "Result of
Placing Announcement") (together, the "Placing Documents") and any information
publicly announced through a regulatory information service ("RIS") by or on
behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms set forth
in the Form of Confirmation sent to Placees by Shore Capital or VSA Capital to
confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Shore Capital, VSA Capital or the Company or
any other person and none of Shore Capital, VSA Capital the Company nor any
other person acting on such person's behalf nor any of their respective
affiliates has or shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement (regardless of whether or not such
information, representation, warranty or statement was given or made by or on
behalf of any such persons). 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. Each Placee should consult its own attorney, tax advisor and business
advisor for legal, tax and business advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Shore Capital and VSA Capital are acting as bookrunners and placing agents in
connection with the Placing and have entered into the Placing Agreement with
the Company and Cavendish under which, on the terms and subject to the
conditions set out in the Placing Agreement, Shore Capital and VSA Capital, as
agent for and on behalf of the Company, have agreed to use their reasonable
endeavours to procure placees for the Placing Shares. The Placing is not being
underwritten by Shore Capital, VSA Capital or any other person.
The price per Ordinary Share at which the Placing Shares are to be placed is 3
pence per Placing Share (the "Issue Price") and the final number of Placing
Shares will be decided at the close of the Accelerated Bookbuild following the
execution of an agreement setting out the placing terms by the Company, Shore
Capital and VSA Capital (the "Placing Results Agreement"). The timing of the
closing of the book and allocations are at the discretion of the Company,
Shore Capital and VSA Capital. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the Accelerated Bookbuild.
The Placing Shares will be duly authorised and will, when issued, be credited
as fully paid up and will be issued subject to the Company's articles of
association in place at the time and rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the Ordinary
Shares after the date of issue of the Placing Shares, and will on issue be
free of all pre-emption rights, claims, liens, charges, encumbrances and
equities.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange plc (the "London Stock
Exchange") for admission to trading of the Placing Shares on AIM.
It is expected that First Admission of the Placing Shares will occur at or
before 8.00 a.m. on 31 January 2025 (or such later time or date as Shore
Capital, VSA Capital and Cavendish may agree with the Company, being no later
than 8.00 a.m. on 28 February 2025) and that dealings in the Placing Shares
will commence at that time.
Accelerated Bookbuild
Shore Capital and VSA Capital will today commence the accelerated bookbuilding
process to determine demand for participation in the Placing by Placees at the
Issue Price (the "Accelerated Bookbuild"). This Announcement gives details of
the terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
Shore Capital, VSA Capital and the Company shall be entitled to effect the
Placing by such alternative method to the Accelerated Bookbuild as they may,
in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Shore Capital and VSA Capital are arranging the
Placing as bookrunners and placing agents of the Company.
2. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited to participate by
Shore Capital and/or VSA Capital. Shore Capital and VSA Capital may themselves
agree to be a Placee in respect of all or some of the Placing Shares or may
nominate any member of their group to do so.
3. The number of Placing Shares to be issued at the
Issue Price will be agreed by Shore Capital and VSA Capital (in consultation
with the Company) following completion of the Accelerated Bookbuild. Subject
to the execution of the Placing Results Agreement, the Issue Price and the
number of Placing Shares to be issued will be announced on an RIS following
the completion of the Accelerated Bookbuild via the Result of Placing
Announcement.
4. To bid in the Accelerated Bookbuild, prospective
Placees should communicate their bid orally by telephone or in writing to
their usual sales contact at Shore Capital or VSA Capital. 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 Shore Capital and
VSA Capital on the basis referred to in paragraph 6 below. Shore Capital and
VSA Capital reserve the right not to accept bids or to accept bids in part
rather than in whole. The acceptance of bids shall be at the absolute
discretion of Shore Capital and VSA Capital, subject to agreement with the
Company.
5. The Accelerated Bookbuild is expected to close no
later than 6.30 p.m. today (23 January 2025) but may be closed earlier or
later at the discretion of Shore Capital and VSA Capital subject to agreement
with the Company. Shore Capital and VSA Capital may, subject to agreement with
the Company, accept bids that are received after the Accelerated Bookbuild has
closed. The Company reserves the right (subject to the agreement of Shore
Capital and VSA Capital) to reduce the number of shares to be issued pursuant
to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be
determined by Shore Capital and VSA Capital after consultation with the
Company (the proposed allocations having been supplied by Shore Capital and
VSA Capital to the Company in advance of such consultation). Allocations will
be confirmed orally by Shore Capital or VSA Capital and a Form of Confirmation
will be despatched as soon as possible thereafter. Shore Capital or VSA
Capital oral confirmation, as applicable, to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee), in favour of Shore Capital, VSA Capital and the
Company, to acquire the number of Placing Shares allocated to it and to pay
the Issue Price in respect of such Placing Shares on the terms and conditions
set out in this Appendix 1 and in accordance with the Company's articles of
association. A bid in the Accelerated Bookbuild will be made on the terms and
subject to the conditions in this Announcement (including this Appendix 1) and
will be legally binding on the Placee on behalf of which it is made and except
with Shore Capital and VSA Capital consent, such commitment will not be
capable of variation or revocation after the time at which it is submitted.
7. Each Placee's allocation and commitment will be
evidenced by a Form of Confirmation issued to such Placee by Shore Capital or
VSA Capital. The terms of this Appendix 1 will be deemed incorporated in that
Form of Confirmation.
8. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
9. All obligations 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".
10. By participating in the Placing, each Placee agrees
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described below and will not be capable of rescission or
termination by the Placee.
11. To the fullest extent permissible by law, neither
Shore Capital, nor VSA Capital nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, none of Shore Capital, VSA
Capital, the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or liability
(including to the extent permissible by law, any fiduciary duties) in respect
of Shore Capital or VSA Capital conduct of the Placing.
12. The Placing Shares will be issued subject to the
terms and conditions of this Announcement 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, Shore
Capital's or VSA Capital's conduct of the Placing.
13. All times and dates in this Announcement may be
subject to amendment. Shore Capital or VSA Capital, as applicable, shall
notify the Placees and any person acting on behalf of the Placees of any
changes.
Conditions of the Placing
The Placing is conditional upon, inter alia, (i) the conditions in the Placing
Agreement relating to the Placing being fulfilled and (ii) the Placing
Agreement not having been terminated in accordance with its terms. The
obligations of Shore Capital and VSA Capital under the Placing Agreement in
relation to the Placing are conditional on customary conditions, including
(amongst others) (the "Conditions"):
1. the London Stock Exchange agreeing to admit the
Placing Shares and the Subscription Shares to trading on AIM (subject only to
allotment);
2. the Placing Results Agreement having been
executed by the Company and the Bookrunners no later than 6.00 p.m. on 24
January 2025 (or such later time or date as Shore Capital and VSA Capital may
otherwise agree with the Company);
3. the delivery by the Company to Shore Capital and
VSA Capital of a warranty confirmation certificate signed by a Director for
and on behalf of the Company not later than 5.00 p.m. on the Business Day
immediately prior to the date on which First Admission is expected to occur
(and dated as of such date);
4. the Company having complied in all material
respects with its obligations which fall to be performed on or prior to First
Admission under the Placing Agreement;
5. the Subscription having become unconditional in
accordance with its terms, save for any condition as to First Admission; and
6. First Admission occurring no later than 8.00 a.m.
on 31 January 2025 (or such later time or date as Shore Capital and VSA
Capital may otherwise agree with the Company, being no later than 8.00 a.m. on
28 February 2025) (the "Closing Date").
Shore Capital and VSA Capital may, at their discretion and upon such terms as
they think fit, waive compliance by the Company with the whole or in part of
any of the Company's obligations in relation to the Conditions or extend the
time or date provided for fulfilment of any such Conditions in respect of all
or any part of the performance thereof. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
If (i) any of the Conditions are not fulfilled or (where permitted) waived
by Shore Capital and VSA Capital by the relevant time or date specified (or
such later time or date as Shore Capital and VSA Capital may agree with the
Company, being no later than 8.00 a.m. on 28 February 2025) 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 the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by it or on its behalf (or any person on whose behalf the
Placee is acting) in respect thereof.
Neither Shore Capital, VSA Capital nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision 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 Shore Capital and VSA Capital.
Right to terminate under the Placing Agreement
Each of Shore Capital and VSA Capital is entitled, but after prior
consultation with Cavendish to the extent practicable, at any time before
First Admission or Second Admission (as the case may be), to terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
1. Shore Capital or VSA Capital becomes aware of any
fact, matter or circumstance which constitutes or might reasonably be expected
to constitute a breach of the warranties in the Placing Agreement or which
indicates that any of such warranties has become or might reasonably be
expected to become untrue, inaccurate or misleading by reference to the facts
and circumstances then subsisting; or
2. the Company fails to comply in any material
respect with any of its obligations under the Placing Agreement, or with the
requirements of any laws or regulations in relation to the Placing, the
Subscription and/or the Retail Offer or it comes to the attention of Shore
Capital or VSA Capital that the Company has failed, in any material respect,
to comply with any of its obligations under the Placing Agreement; or
3. it comes to the attention of Shore Capital or VSA
Capital that any statement contained in the Placing Documents and/or in the
documentation used in connection with the Retail Offer (together with the
Placing Documents, the "Fundraise Documents") is untrue, inaccurate or
misleading which Shore Capital or VSA Capital (acting reasonably) considers to
be material in the context of the Fundraise or that matters have arisen which
would, if the Fundraise Documents were issued at that time, constitute an
omission therefrom which Shore Capital or VSA Capital (acting reasonably)
considers to be material in the context of the Placing, the Subscription
and/or Retail Offer;
4. the appointment of Shore Capital as the
coordinator of the Retail Offer for the Company pursuant to the terms of the
Placing Agreement is terminated for whatever reason; or
5. there has occurred a force majeure event, or any
material adverse change has occurred in the financial position or prospects or
business of the Company and its subsidiary undertakings (taken as whole)
which, in the opinion of Shore Capital or VSA Capital (acting reasonably),
will or is likely to be prejudicial to the Placing, the Subscription and/or
the Retail Offer.
If either Shore Capital or VSA Capital (the "Withdrawing Bookrunner") elects
to terminate the Placing Agreement in accordance with its terms but the other
Bookrunner (the "Continuing Bookrunner") elects not to do so, then the
Continuing Bookrunner has the right to elect to continue to act as the sole
placing agent of the Company in connection with the Placing (the "Step-in
Right") and in those circumstances the Placing Agreement will continue, the
Continuing Bookrunner will assume all rights of the Withdrawing Bookrunner
under the Placing Agreement and all obligations of the Withdrawing Bookrunner
will cease and determine, subject to certain exceptions.
Assuming the Step-in Right is not exercised and the Placing Agreement is
terminated, upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations under or
pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
Shore Capital or VSA Capital of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute discretion
of Shore Capital or VSA Capital and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure to so exercise and
(ii) its rights and obligations terminate only in the circumstances described
above under "Right to terminate under the Placing Agreement" and "Conditions
of the Placing", and its participation will not be capable of rescission or
termination by it after oral confirmation by Shore Capital or VSA Capital of
the allocation and commitments following the close of the Accelerated
Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to Shore Capital and VSA Capital that, between the
date of the Placing Agreement and 90 days after the date of Second Admission
(the "Restricted Period"), it will not, without the prior written consent of
Shore Capital and VSA Capital directly or indirectly offer, issue, lend, sell
or contract to sell, issue options in respect of or otherwise dispose of or
announce an offering or issue of any Ordinary Shares (or any interest therein
or in respect thereof) or any other securities exchangeable for or convertible
into, or substantially similar to, Ordinary Shares or enter into any
transaction with the same economic effect as, or agree to do, any of the
foregoing (whether or not legally or contractually obliged to do so) provided
that the foregoing restrictions shall not restrict the ability of the Company
or any other member of the Group during the Restricted Period to grant of
options under, or the allotment and issue of shares pursuant to options under,
any employee or non-executive share or option schemes or long term incentive
plans of the Company (in accordance with its normal practice), or the
allotment and issue of the Retail Offer Shares pursuant to the provisions of
the Retail Offer.
By participating in the Placing, Placees agree that the exercise by Shore
Capital and VSA Capital of any power to grant consent to the undertaking by
the Company of a transaction which would otherwise be subject to the
restrictive provisions on further issuance under the Placing Agreement shall
be within the absolute discretion of Shore Capital and VSA Capital and that it
need not make any reference to, or consult with, Placees and that it shall
have no liability to Placees whatsoever in connection with any such exercise
of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B11DDB67)
following First Admission will take place within the system administered by
Euroclear ("CREST"), subject to certain exceptions. Shore Capital and VSA
Capital 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
may deem necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Shore Capital and VSA Capital are acting as settlement banks. Following the
close of the Accelerated Bookbuild, each Placee to be allocated Placing Shares
in the Placing will be sent a Form of Confirmation stating the number of
Placing Shares allocated to them at the Issue Price, the aggregate amount owed
by such Placee to Shore Capital or VSA Capital (as the case may be) 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 Shore Capital or VSA Capital.
The Company will deliver the Placing Shares to CREST accounts operated by
Shore Capital and VSA Capital as agent for the Company and Shore Capital and
VSA Capital will enter their respective delivery instructions into the CREST
system. The input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in respect of the Placing Shares will take
place on 31 January 2025 on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by Shore Capital or VSA Capital
(as the case may be).
Each Placee is deemed to agree that, if it does not comply with these
obligations, Shore Capital or VSA Capital (as the case may be) may sell any or
all of the Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Shore Capital or VSA Capital account and
benefit, an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties (together
with any interest or penalties) imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
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 issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any 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), neither Shore Capital, VSA Capital nor the Company shall be
responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Shore Capital and VSA Capital
(in their capacity as bookrunners and placing agents of the Company in respect
of the Placing) and the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
1. it has read and understood this Announcement in
its entirety and its acquisition of Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or otherwise
other than the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on
AIM and that the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of AIM, which
includes a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or has access to such information without undue difficulty, and
is able to obtain access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;
3. to be bound by the terms of the articles of
association of the Company;
4. the person whom it specifies for registration as
holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Shore Capital, VSA Capital nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including interest and
penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person
acting on behalf of such Placee agrees to indemnify the Company, VSA Capital
and Shore Capital on an after-tax basis in respect of any Indemnified Taxes;
5. neither Shore Capital, VSA Capital, nor any of
their affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person in connection with the Placing;
6. time is of the essence as regards its obligations
under this Announcement;
7. 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 Shore Capital or VSA Capital;
8. it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such documents to any person;
9. no prospectus or other offering document is
required under the UK Prospectus Regulation or the EU Prospectus Regulation,
nor will one be prepared in connection with the Accelerated Bookbuild, the
Placing or the Placing Shares and it has not received and will not receive a
prospectus or other offering document in connection with the Accelerated
Bookbuild, the Placing or the Placing Shares;
10. in connection with the Placing, Shore Capital, VSA
Capital and any of their affiliates acting as an investor for its own account
may subscribe for Placing Shares in the Company and in that capacity may
retain, purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments and may offer
or sell such securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to the Placing
Shares being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to Shore Capital, VSA
Capital or any of their affiliates acting in such capacity;
11. Shore Capital, VSA Capital and their affiliates may
enter into financing arrangements and swaps with investors in connection with
which Shore Capital, VSA Capital and any of their affiliates may from time to
time acquire, hold or dispose of such securities of the Company, including the
Placing Shares;
12. Shore Capital and VSA Capital do not intend to
disclose the extent of any investment or transactions referred to in
paragraphs 10 and 11 above otherwise than in accordance with any legal or
regulatory obligation to do so;
13. Shore Capital and VSA Capital do not owe any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis
that it is not and will not be a client of any of Shore Capital or VSA Capital
in connection with its participation in the Placing and that neither Shore
Capital nor VSA Capital have any duties or responsibilities to it for
providing the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
15. the content of the Placing Documents and the
Publicly Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Shore Capital, VSA Capital nor any
of their affiliates agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly Available
Information or otherwise 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, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
16. the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any Publicly Available
Information (save that in the case of Publicly Available Information, a
Placee's right to rely on that information is limited to the right that such
Placee would have as a matter of law in the absence of this paragraph 16),
such information being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other
information given, or representations, warranties or statements, express or
implied, made, by Shore Capital, VSA Capital or the Company nor any of their
respective affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation delivered in
respect of the Accelerated Bookbuild) with respect to the Company, the Placing
or the Placing Shares or the accuracy, completeness or adequacy of any
information contained in the Placing Documents, or the Publicly Available
Information or otherwise;
18. neither Shore Capital, VSA Capital nor the Company,
nor any of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has provided, nor will
provide, it with any material or information regarding the Placing Shares or
the Company or any other person other than the information in the Placing
Documents or the Publicly Available Information; nor has it requested any of
Shore Capital, VSA Capital, the Company, any of their respective affiliates or
any person acting on behalf of any of them to provide it with any such
material or information;
19. neither Shore Capital, VSA Capital nor the Company
will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
20. it may not rely, and has not relied, on any
investigation that Shore Capital, VSA Capital, any of their affiliates or any
person acting on its behalf, may have conducted with respect to the Placing
Shares, the terms of the Placing or the Company, and none of such persons has
made any representation, express or implied, with respect to the Company, the
Placing, the Placing Shares or the accuracy, completeness or adequacy of the
information in the Placing Documents, the Publicly Available Information or
any other information;
21. in making any decision to subscribe for Placing
Shares it:
(a) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to Shore Capital or VSA Capital for
all or part of any such loss it may suffer;
(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;
(e) has no need for liquidity with respect to its
investment in the Placing Shares;
(f) has made its own assessment and has satisfied
itself concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and the terms
of the Placing and has satisfied itself that the information resulting from
such investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own
account or for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Announcement;
23. it is acting as principal only in respect of the
Placing or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make
the acknowledgments, representations and agreements herein on behalf of each
such person; and
(b) will remain liable to the Company and/or Shore
Capital or VSA Capital for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting for
another person);
24. it and any person acting on its behalf is entitled
to subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has 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 Announcement) 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 Shore Capital, VSA Capital 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;
25. where it is subscribing for Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account
to subscribe for the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officers
of Shore Capital or VSA Capital as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe for upon the terms of this
Announcement;
27. the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the Restricted Jurisdictions, or any state, province, territory or
jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions) in which it
would be unlawful to do so and no action has been or will be taken by any of
the Company, Shore Capital, VSA Capital or any person acting on behalf of the
Company, VSA Capital or Shore Capital that would, or is intended to, permit a
public offer of the Placing Shares in the Restricted Jurisdictions or any
country or jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the
Company, Shore Capital, VSA Capital or any person acting on behalf of the
Company or Shore Capital or VSA Capital that would, or is intended to, permit
a public offer of the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is required;
30. unless otherwise specifically agreed with Shore
Capital and VSA Capital, it 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, New Zealand, Japan, the
Republic of South Africa or any province or territory of Canada;
31. it may be asked to disclose in writing or orally to
Shore Capital or VSA Capital, as applicable:
(a) if he or she is an individual, his or her
nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are subscribed for will
be (i) 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 US Securities Act or (ii) a QIB and will duly execute a US investor
letter and deliver the same to Shore Capital, VSA Capital or their affiliates;
33. it has not been offered to purchase or subscribe for
Placing Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any "general
solicitation" or "general advertising" within the meaning of Regulation D
under the US Securities Act;
34. it understands that the Placing Shares have not
been, and will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from the United
States except pursuant to (i) an effective registration statement under the US
Securities Act; or (ii) pursuant to an exemption from the registration
requirements of the US Securities Act and, in each case, in accordance with
applicable United States state securities laws and regulations;
35. it (and any account for which it is purchasing) is
not acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities Act;
36. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
37. 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;
38. it understands that the Company has not undertaken
to determine whether it will be treated as a passive foreign investment
company ("PFIC") for US federal income tax purposes for the current year, or
whether it is likely to be so treated for future years and neither the
Company, VSA Capital nor Shore Capital make any representation or warranty
with respect to the same. Accordingly, neither the Company nor Shore Capital
or VSA Capital can provide any advice to United States investors as to whether
the Company is or is not a PFIC for the current tax year, or whether it will
be in future tax years. Accordingly, neither the Company nor Shore Capital and
VSA Capital undertakes to provide to United States investors or shareholders
any information necessary or desirable to facilitate their filing of annual
information returns, and United States investors and shareholders should not
assume that this information will be made available to them;
39. if in a member state of the EEA, unless otherwise
specifically agreed with Shore Capital and VSA Capital in writing, it is a
qualified investor as defined in article 2 (e) of the EU Prospectus Regulation
("Qualified Investors");
40. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
41. if a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed
for or acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the United Kingdom other than Qualified
Investors (as defined in Article 2(e) of the UK Prospectus Regulation), or in
circumstances in which the prior consent of Shore Capital and VSA Capital has
been given to each proposed offer or resale;
42. if in the United Kingdom, that it is a person (i)
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;
43. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000, as amended
("FSMA");
44. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person and it acknowledges and agrees that the Placing Documents
have not and will not have been approved by Shore Capital and VSA Capital in
their capacity as an authorised person under section 21 of the FSMA and it may
not therefore be subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
45. 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 in FSMA and MAR) in
respect of anything done in, from or otherwise involving, the United Kingdom);
46. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
47. it has complied with its obligations under the
Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and 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
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (as amended) and any 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 "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;
48. in order to ensure compliance with the Regulations,
Shore Capital and VSA Capital (for themselves and as agents on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to Shore Capital,
VSA Capital or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at Shore Capital and VSA Capital's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Shore Capital, VSA Capital or the Company's registrars', as the
case may be, absolute discretion. If within a reasonable time after a request
for verification of identify Shore Capital or VSA Capital (for themselves and
as agents on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either Shore Capital, VSA Capital
and/or the Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to the account
of the drawee's bank from which they were originally debited;
49. the allocation, allotment, issue and delivery to it,
or the person specified by it for registration as holder, of Placing Shares
will not give rise to a stamp duty or stamp duty reserve tax liability under
(or at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (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;
50. it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in respect of
the Placing Shares allocated to it in accordance with this Announcement on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other subscribers or sold as Shore Capital or VSA Capital
may 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 falls
short of the product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;
51. any money held in an account with Shore Capital or
VSA Capital on behalf of the Placee and/or any person acting on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and regulations of the
FCA made under the FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence this money will not be segregated from Shore Capital or VSA
Capital, as appropriate, money in accordance with the client money rules and
will be held by it under a banking relationship and not as trustee;
52. its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Shore Capital, VSA Capital 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;
53. Shore Capital, VSA Capital nor any of their
affiliates, nor any person acting on behalf of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing;
54. if it has received any 'inside information' (for the
purposes of 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 confirms that it has received such information within the
market soundings regime provided for in article 11 of MAR and associated
delegated regulations and it has not:
(a) used that inside information to acquire or dispose
of securities of the Company or financial instruments related thereto or
cancel or amend an order concerning the Company's securities or any such
financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the Company or
financial instruments related thereto or to cancel or amend an order
concerning the Company's securities or such financial instruments; or
(c) unlawfully disclosed such information to any person,
prior to the information being made publicly available;
55. the rights and remedies of the Company, VSA Capital
and Shore Capital under the terms and conditions in this Announcement are in
addition to any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not prevent the
exercise of others; and
56. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, 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 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
either the Company or Shore Capital or VSA Capital in any jurisdiction in
which the relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
Shore Capital and VSA Capital and are irrevocable. Shore Capital, VSA Capital
the Company and their respective affiliates and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably authorises
the Company, VSA Capital and Shore Capital 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.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, Shore Capital, VSA Capital and their respective affiliates, agents,
directors, officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by
Shore Capital or VSA Capital, the Company or any of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this Announcement, and
further agrees that the provisions of this Announcement shall survive after
completion of the Placing.
Taxation
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 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 or duties may be payable, for which neither
the Company nor Shore Capital nor VSA Capital will be responsible and the
Placees shall indemnify the Company, Shore Capital and VSA Capital on an
after- tax basis for any stamp duty or stamp duty reserve tax or other similar
taxes or duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or Shore Capital or VSA Capital in respect of
any such arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify Shore Capital or VSA Capital accordingly.
Placees are advised to consult with their own advisers regarding the tax
aspects of the subscription for Placing Shares.
The Company, Shore Capital and VSA Capital are not liable to bear any taxes
that arise on a sale of Placing Shares subsequent to their acquisition by
Placees, including any taxes arising otherwise than under the laws of any
country in the EEA. Each prospective Placee should, therefore, take its own
advice as to whether any such tax liability arises and notify Shore Capital or
VSA Capital and the Company accordingly. Furthermore, each prospective Placee
agrees to indemnify on an after-tax basis and hold Shore Capital, VSA Capital
and/or the Company and their respective affiliates harmless from any and all
interest, fines or penalties in relation to stamp duty, stamp duty reserve tax
and all other similar duties or taxes in any jurisdiction to the extent that
such interest, fines or penalties arise from the unreasonable default or delay
of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents 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. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
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