REG - RBG Holdings PLC - Proposed Fundraising and Notice of GM
22/02/2024 07:00
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RNS Number : 0160E RBG Holdings PLC 22 February 2024
THIS ANNOUNCEMENT, INCLUDING APPENDICES I AND II AND THE INFORMATION CONTAINED
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE
FUNDRAISING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTIONS. PLEASE SEE THE IMPORTANT INFORMATION IN APPENDIX
I TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
22 February 2024
RBG Holdings plc
("RBG", the "Group", or the "Company")
Proposed Placing, Subscription and Retail Offer to raise, in aggregate,
minimum gross proceeds of £2.7 million
Subscription includes investment of £1.0 million by the Board
and
Notice of General Meeting
RBG Holdings plc (AIM: RBGP), the legal and professional services group, is
pleased to announce a proposed fundraising to raise, in aggregate, minimum
gross proceeds of approximately £2.7 million by way of a placing (the
"Placing") of new ordinary shares of 0.2 pence each ("Ordinary Shares") in the
capital of the Company to raise a minimum of approximately £1.5 million at a
price of 9.0 pence per share (the "Issue Price") equivalent to a minimum of
16,401,482 new Ordinary Shares (the "Placing Shares"), as well as a
subscription (the "Subscription") equivalent to 13,753,275 new Ordinary Shares
(the "Subscription Shares") at the Issue Price raising approximately £1.2
million.
Certain Directors have indicated their intention to participate in the
Subscription for £1.0 million, equivalent to 11,111,111 Subscription Shares
at the Issue Price. This includes a re-investment of £850,000 in the
Subscription by Ian Rosenblatt, Executive Vice Chair and Substantial
Shareholder in the Company. An institutional investor based in the US has also
agreed to participate in the Subscription.
The Placing is being conducted via an accelerated bookbuild process
(the "Bookbuild") to be undertaken by Singer Capital Markets Securities
Limited ("Singer Capital Markets"). The Bookbuild will be launched immediately
following the release of this announcement (the "Announcement"). The Placing
is subject to the terms and conditions set out in Appendix I to this
Announcement.
In addition to the Placing and the Subscription, it is proposed that there
will be a separate conditional retail offer to existing Shareholders via the
Bookbuild Platform (the "Retail Offer", together with the Placing and the
Subscription, the "Fundraising"). The Retail Offer aims to provide existing
retail Shareholders in the Company with an opportunity to participate in the
Fundraising. A separate announcement will be made by the Company regarding the
Retail Offer and its terms. Those investors who subscribe for Retail Offer
Shares pursuant to the Retail Offer will do so pursuant to the terms and
conditions of the Retail Offer contained in that announcement. The Placing and
the Subscription are not conditional upon the Retail Offer and for the
avoidance of doubt, the Retail Offer is not part of the Placing nor the
Subscription.
The Issue Price represents a discount of approximately 2.7 per cent. to the
closing mid-price per Ordinary Share on 21 February 2024, being the last
practicable date prior to this Announcement.
The Fundraising is being conducted in two tranches. 9,533,125 Placing Shares
(the "Firm Placing Shares") will be allotted and issued pursuant to the Firm
Placing and are expected to be admitted to trading on AIM at 8.00 a.m. on or
around 27 February 2024 ("First Admission"), raising gross proceeds of
approximately £0.86 million for the Company. A minimum of 6,868,357 Placing
Shares (the "Conditional Placing Shares"), the Subscription Shares and the
Retail Offer Shares (the "Conditional Fundraising Shares") will be allotted
and issued pursuant to the Conditional Fundraising and are expected to be
admitted to trading at 8.00 a.m. on AIM on or around 14 March 2024 ("Second
Admission"), raising gross proceeds of a minimum of approximately £1.86
million for the Company.
First Admission and Second Admission are conditional, inter alia, upon the
Placing Agreement not having been terminated and becoming unconditional in
respect of those shares. Second Admission is also conditional, inter alia,
upon the passing of the Fundraising Resolutions by Shareholders at the General
Meeting to be held at the offices of Memery Crystal, 165 Fleet Street, London,
EC4A 2DY at 11.00 a.m. on 12 March 2024. A circular, containing further
details of the Fundraising and a notice convening the General Meeting in order
to pass the Fundraising Resolutions (the "Circular"), is expected to be
despatched to Shareholders on or around 23 February 2024 and the Circular,
once published, will be available on the Company's website at
www.rbgholdings.co.uk/investor-relations/reports-documents-and-circulars/
(http://www.rbgholdings.co.uk/investor-relations/reports-documents-and-circulars/)
.
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing and
further information relating to the Placing and any participation in the
Placing that is described in Appendix I to this Announcement (which forms part
of this Announcement). Words and phrases defined in Appendix II apply
throughout this Announcement unless the context otherwise requires.
For further enquiries:
RBG Holdings plc Via SEC Newgate
Jon Divers, Chief Executive Officer
Kevin McNair, Chief Financial Officer
Singer Capital Markets (Nomad and Broker) Tel: +44 (0)20 7496 3000
Rick Thompson / Alex Bond / James Fischer (Corporate Finance)
Tom Salvesen (Corporate Broking)
SEC Newgate (for media/analyst enquiries) Tel: +44 (0)7970 664807
Tali Robinson / Robin Tozer rbg@secnewgate.co.uk (mailto:rbg@secnewgate.co.uk)
About RBG Holdings plc
· Further information about RBG Holdings plc is available at:
www.rbgholdings.co.uk (http://www.rbgholdings.co.uk)
· Further information about Rosenblatt (founded in 1989) is
available at: www.rosenblatt.co.uk (http://www.rosenblatt.co.uk)
· Further information about Memery Crystal (founded in 1979) is
available at: www.memerycrystal.com (http://www.memerycrystal.com)
· Further information about Convex Capital (founded in 2010) is
available at: www.convexcap.com (http://www.convexcap.com)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event 2024
Announcement of the Fundraising 22 February
Announcement of the result of the Placing 22 February
Announcement and launch of the Retail Offer 23 February
Publication and posting of the Circular and the Form of Proxy 23 February
First Admission and dealings in the Firm Placing Shares expected to commence 8.00 a.m. on 27 February
on AIM
Latest time and date for receipt of the Forms of Proxy 11.00 a.m. on 8 March
Close of the Retail Offer 1.00 p.m. on 8 March
General Meeting 11.00 a.m. on 12 March
Announcement of the results of the General Meeting 12 March
Second Admission and dealings in the Conditional Fundraising Shares expected 8.00 a.m. on or around 14 March
to commence on AIM
Expected date for CREST accounts to be credited for Firm Placing Shares as soon as possible after 8.00 a.m. on 27 February
Expected date for CREST accounts to be credited for Conditional Fundraising as soon as possible after 8.00 a.m. on 14 March
Shares
Despatch of definitive share certificates in respect of Firm Placing Shares to within 10 Business Days after First Admission
be held in certificated form, if applicable
Despatch of definitive share certificates in respect of Conditional within 10 Business Days after Second Admission
Fundraising Shares to be held in certificated form, if applicable
Notes:
1. Each of the times and dates above are indicative
only and if any of the details contained in the timetable above should change,
the revised times and dates will be notified to Shareholders by means of an
announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless
otherwise stated.
3. All events listed in the above timetable relating to
Second Admission and the Conditional Fundraising are conditional on the
passing at the General Meeting of the Fundraising Resolutions.
FUNDRAISING STATISTICS
Number of Existing Ordinary Shares 95,331,236
Number of Firm Placing Shares 9,533,125
Minimum Number of Conditional Placing Shares((1)) 6,868,357
Number of Subscription Shares((1)) 13,753,275
Aggregate minimum number of Fundraising Shares ((1) (2)) 30,154,757
Issue Price 9.0 pence per share
Number of Ordinary Shares in issue following First Admission 104,864,361
Minimum number of Ordinary Shares in issue following Second Admission ((1) 125,485,993
(2))
Percentage of the Enlarged Share Capital represented by the Firm Placing 9.1%
Shares following First Admission
Minimum percentage of the Enlarged Share Capital represented by the 24.0%
Fundraising Shares following Second Admission ((1) (2))
Minimum gross proceeds of the Placing ((1)) £1.5 million
Gross proceeds of the Subscription((1)) £1.2 million
Aggregate minimum gross proceeds of the Fundraising ((1) (2)) £2.7 million
Aggregate minimum net proceeds of the Fundraising ((1) (2) (3)) £2.5 million
Ordinary Share ISIN GB00BFM6WL52
(1) Conditional on the passing of the Fundraising Resolutions
(2) Assuming no Retail Offer Shares are issued
(3) Based on the estimated expenses of the Fundraising
ADDITIONAL INFORMATION
1. Background to and reason for the Fundraising
RBG is a legal and professional services group whose strategic focus is to
provide best in class legal and corporate advice to its clients. The Group
consists of two trading divisions:
· RBG Legal Services ("RBGLS"): made up of Rosenblatt, which focuses on
dispute resolution and is ranked in Legal 500's Tier 1 for commercial
litigation: mid-market, and Memery Crystal, which provides a full suite of
transactional, advisory and regulatory legal services across Corporate and
Real Estate sectors.
· Convex Capital Limited ("Convex"): specialist sell-side corporate
finance advisory boutique based in Manchester, with a focus on selling
owner-managed businesses in certain key sectors.
The twelve months ended 31 December 2023 ("FY 2023") was a year of inflexion
for the Group as the new Executive Directors worked through paying down
inherited creditors and cleaning up the Group's balance sheet. On top of the
challenging trading environment for the Group in FY 2023, the new Executive
Directors inherited a backlog of exceptional and non-recurring expenses that
have drained working capital from the Group. These expenses included overdue
creditors, legal claims, professional fees, litigation investments and
dividends totalling £7.6 million. Without the impact of these exceptional and
non-recurring costs, the Group in FY2023 would have remained cash generative
in what was a very challenging year.
The Directors are focussed on rebuilding the profitability of the core
business of the Group. As highlighted in the FY 2023 trading update released
by the Company on 18 December 2023, the new management team have been
proactive in taking action to reduce the Group's risk profile and there has
been a re-focus on the core strategy and activities of the Group where the
Board believes it can best maximise profits. The key areas of action include:
Reduced risk
In July 2023, the Group announced it had completed the disposal of LionFish
Litigation Finance Limited ("LionFish"), a non-core business which financed
litigation matters run by third-party solicitors, to reduce the Group's
exposure to third-party litigation funding commitments. The disposal resulted
in a reported loss on disposal of £0.8 million, whilst an adverse cost ruling
regarding a case prior to the disposal has subsequently incurred a settlement
of £0.4 million net of insurance. Additionally, the Group has stepped back
from unfunded Alternative Billing Arrangements ("ABAs"). The change in
accounting policy as set out in the announcement made by the Company on 27
July 2023, with the Group no longer carrying investments in ABAs as assets on
the balance sheet, has resulted in disbursements of £0.92 million being
expensed during FY 2023.
Increase stability
The Group announced on 11 December 2023 that it had renewed and extended its
existing borrowing facilities with its current provider, HSBC. The renewed
facility, which runs until 31 December 2025, totals £24.0 million at an
interest rate of 2.4 - 3.15 per cent. over the Sterling Overnight Index
Average, resulting in a current effective rate of 8.3 per cent with no
interest payments until 30 June 2024 and no principal repayments until 2025.
Focus on profitability
The Directors are focussed on growing the Group's profitably and will seek to
do so organically rather than through acquisitions. Additionally, RBGLS is
increasing its focus on higher margin, more active markets, and investing in
them, including international arbitration and public company M&A. Seven
new partners have also been recruited into RBGLS in FY 2023 despite the
challenges faced during the year with the benefit of these appointments
expected to fully materialise in the second half of the year to 31 December
2024 ("FY 2024"). The Group have also implemented a new incentive scheme for
RBGLS partners aimed at driving profitable growth in the business with a core
focus on profitability and cash collection.
Prudent financial management
The Board has previously stated that reducing the Group's debt from its
existing level is a priority. The Group have already taken a number of actions
in order to achieve this, including suspending the dividend policy and
disposing of Lionfish. A full review of the Group's balance sheet and
accounting policies has been undertaken by the Directors which has now
concluded with all exceptional liabilities that had been incurred and
uncovered having been cleared. The Group have also appointed two real estate
agents in order to reduce the ongoing lease costs of the Company's property
footprint and optimise remaining space. Any associated cost savings are
expected to come into effect in the second half of FY 2024.
Improved operational management
The Group has already implemented improved performance management structures
and processes across the business, setting clear objectives which partners
will be measured against. The Directors believe these will improve
transparency and operational performance across the Group. A new ERP system
has also been implemented by the Company with operational benefits expected to
come into effect during FY2024. Anticipated benefits include improved data
collection and therefore performance management, better visibility and
monitoring of operational risk, identification of potential overhead cost
reductions, as well as increasing focus on working capital cycles at all
levels of the Company.
Re-Focus on Core Strategy and Outlook
RBGLS
In FY 2023, RBGLS is expected to deliver revenue of £39.7 million (2022:
£44.5 million) impacted by a more subdued than expected trading performance
in the second half of FY 2023, which is typically the stronger of the two
halves for the division. This was driven by a challenging macroeconomic
backdrop.
The Board has decided to re-focus its strategy on the core business of the
Group being its legal services division. Following the pay down of inherited
creditors and the cleaning up of the balance sheet in FY 2023, the Board are
confident that, following the Fundraising, RBGLS will be in a strong position
to return to profitable growth and free cash flow generation. The Directors
believe that a number of initiatives implemented in its legal services
division will drive profitable growth going forward with the impact of the
recruitment of seven new partners into RBGLS expected to fully materialise in
the second half of FY 2024 with further opportunities to bring new teams of
partners into the division in FY 2024 being explored. Memery Crystal has also
seen the beginnings of an improvement in conditions and activity in Equity
Capital Markets in early FY 2024 and anticipates an improvement in Commercial
Real Estate over the year.
The Board is also focussed on improving efficiencies within RBGLS and has
identified opportunities to reduce costs within the business in order to
improve margins. The new ERP system implemented in the legal services division
will shortly begin providing operational benefits to the businesses and more
efficient team structures have been employed to improve utilisation. The Group
are actively pursuing cost reduction opportunities including a significant
potential to reduce the Group's real estate costs which are currently
approximately £4.0 million per year. The Group is targeting potentially up to
£1.5 - 2.0 million of cost savings from its real estate footprint with
further potential savings in IT costs identified following the implementation
of the new ERP system.
Convex
In FY 2023, Convex is expected to have delivered revenue of £2.2 million
(2022: £5.3 million) in what was a challenging year for the business against
a backdrop of weak economic and market conditions. The ongoing fixed costs of
Convex are currently approximately £2.2 million per year. Convex has a
potential deal pipeline representing approximately £14 million of fee
potential across 25 transactions in multiple sectors. Deals that have already
launched to market account for approximately £10.3 million of potential fees.
As stated above, and in the context of its wider review of the working capital
position of the Group, the Board is considering focussing its efforts on the
core legal services business of the Group and is thus actively exploring
strategic options regarding the future of Convex. The Board has been
approached by the leadership team at Convex to explore a management buyout of
the business. Whilst there can be no certainty as to whether any management
buyout will conclude, nor the terms, the Board believes that this will be to
the benefit of the Group as it will:
· Allow the Group to re-focus on and invest in its core legal
services business; and
· Ensure a more predictable and stable financial profile of the
Group going forward, which will allow for more accurate financial forecasting
and an improved working capital position.
The Group will provide further updates regarding its strategic options for
Convex as appropriate.
Independent Non-Executive Director
In the summer of 2023, the Board announced its intention to recruit an
additional independent Non-Executive Director. The Board is committed to
completing this recruitment process as soon as practicable and ideally prior
to the Company's 2024 Annual General Meeting expected to be held in (or
around) June 2024.
Use of Proceeds
Notwithstanding the actions taken by the Directors as set out above, the
Company's net debt (excluding IFRS 16) as at 31 December 2023 stood at £22.9m
(including Group cash of £2.4m). Whilst the Directors are confident in the
future prospects of the Group, they deem it necessary to undertake the
Fundraising to fund the Group's short-term working capital requirements and,
more specifically to:
· Reduce the use of the HSBC facilities;
· Ease the pressure on the Group's cash management function; and
· Benefit from the material savings in interest payments in FY 2024
and beyond through lower borrowings.
The Directors believe that even under a downside scenario, the Placing and
Subscription will provide the Company with sufficient liquidity for at least a
12-month period. Furthermore, the Board is confident that, subject to
completing the Fundraising, in its base case scenario the Company will not be
in breach of the covenants of its facility with HSBC over the next twelve
months.
In the event the Company completes the Fundraising but a reasonable downside
case in trading transpires, the Board believes the Company has mitigating
actions available to it to ensure compliance with its financial covenants over
the next twelve months.
Shareholders should note that in the event that the Fundraising Resolutions
are not passed, Second Admission will not occur, and the Company would not
receive the funds from the Conditional Fundraising, which would limit the
amount of working capital available to the Company. There is no certainty that
alternative other funding to meet the Company's working capital requirements
over the next twelve months would be available on suitable terms or at all.
2. Details of the Fundraising
Details of the Placing
The Company proposes to raise a minimum of approximately £1.5 million (before
expenses) through the issue of a minimum of 16,401,482 Placing Shares at the
Issue Price.
In connection with the Placing, the Company has today entered into a placing
agreement with Singer Capital Markets and SCM Advisory (the "Placing
Agreement") pursuant to which Singer Capital Markets (acting as agent for and
on behalf of the Company in respect of the Placing) has agreed, in accordance
with its terms, to use reasonable endeavours to procure subscribers for the
Placing Shares at the Issue Price. The Placing is not underwritten.
Participation in the Placing is subject to the terms and conditions set out in
Appendix I (which forms part of this Announcement).
Following the release of this Announcement, Singer Capital Markets will
commence the Bookbuild in respect of the Placing. The final number of Placing
Shares to be placed at the Issue Price will be determined at the close of the
Bookbuild. The timing of the closing of the Bookbuild and allocations
thereunder are at the absolute discretion of Singer Capital Markets, having
consulted with the Company. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the Bookbuild.
The Placing Agreement contains certain customary warranties given by the
Company concerning the accuracy of information given in this Announcement in
respect of the Placing as well as other matters relating to the Group and its
business. The Company has also agreed to indemnify Singer Capital Markets and
its affiliates against certain liabilities that they may incur in respect of
the Placing. The Placing Agreement is terminable by Singer Capital Markets in
certain customary circumstances at any time prior to Second Admission (and,
for the avoidance of doubt, First Admission) including, inter alia, should
there be a breach of a warranty contained in the Placing Agreement or should a
force majeure event take place or a material adverse change to the business of
the Group occur.
The Placing is conditional upon the Placing Agreement not having been
terminated and becoming unconditional in respect of the Placing Shares, and,
inter alia:
· in respect of the Firm Placing Shares, First Admission becoming
effective at 8:00 a.m. on 27 February 2024 (or such later time and/or date as
the Company and Singer Capital Markets may agree, but in any event by no later
than 8.00 a.m. on 12 March 2024). The Directors will use the Company's
existing authorities and powers to disapply pre-emption rights granted by
resolutions passed at the Annual General Meeting of the Company held on 22
June 2023 to allot and issue the Firm Placing Shares. The issue of the Firm
Placing Shares is not, therefore, subject to the approval of Shareholders; and
· in respect of the Conditional Placing Shares, First Admission
becoming effective, the Fundraising Resolutions being duly passed without
amendment at the General Meeting, and Second Admission becoming effective at
8:00 a.m. on 14 March 2024 (or such later time and/or date as the Company and
Singer Capital Markets may agree, but in any event by no later than 8.00 a.m.
on 29 March 2024).
The Placing Shares, when issued and fully paid, will rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue.
Details of the Subscription
A US institutional investor has agreed to subscribe for Subscription Shares at
the Issue Price raising gross proceeds of approximately £0.2 million. In
addition, certain Directors have indicated their intention to subscribe for,
in aggregate, 11,111,111 Subscription Shares at the Issue Price raising, in
aggregate, gross proceeds of approximately £1.0 million. This includes a
re-investment of £850,000 in the Subscription intended to be made by Ian
Rosenblatt, Executive Vice Chair and Substantial Shareholder in the Company.
The Subscription is therefore expected to raise gross proceeds of, in
aggregate, of £1.2 million.
The Subscription Shares will be allotted and issued as part of the Conditional
Fundraising. The Subscription is conditional, inter alia, upon the Placing
Agreement not having been terminated and becoming unconditional in respect of
those shares prior to Second Admission and on the Fundraising Resolutions
being duly passed without amendment at the General Meeting. The Subscription
Shares are expected to be admitted to trading on AIM pursuant to the Second
Admission, being at 8:00 a.m. on 14 March 2024.
The Subscription Shares, when issued and fully paid, will rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid after the date of
Second Admission.
Details of the Retail Offer
The Company values its retail Shareholder base and believes that it is
appropriate to provide its existing retail Shareholders resident in the United
Kingdom the opportunity to participate in the Retail Offer at the Issue Price.
In addition to the Placing and the Subscription, therefore, the Company
intends to use the BookBuild Platform to conduct a Retail Offer, on the terms
to be set out in a separate announcement to be made by the Company following
the close of the Bookbuild.
The Retail Offer Shares, when issued and fully paid, will rank pari passu in
all respects with the Existing Ordinary Shares (including the Placing Shares
and the Subscription Shares), including the right to receive all dividends and
other distributions declared, made or paid after the date of Second Admission.
3. Related Party Transactions
Directors' Participation in the Fundraising
Certain Directors have indicated their intention to participate in the
Subscription for an aggregate value of approximately £1.0 million. As a part
of the Directors' participation in the Subscription, Ian Rosenblatt, Executive
Vice Chair and Substantial Shareholder of the Company, will re-invest
£850,000 worth of revenue commission he earned in FY 2023 in Ordinary Shares.
The Directors' proposed respective subscriptions would constitute related
party transactions under Rule 13 of the AIM Rule. Details of the subscriptions
of the Directors in the Fundraising will be set out in the result of the
General Meeting announcement should the Fundraising Resolutions be duly passed
by Shareholders at the General Meeting.
Participation by a Substantial Shareholder in the Fundraising
Premier Miton Limited ("Premier Miton"), a Substantial Shareholder in the
Company, has indicated its intention to participate in the Placing. The
proposed participation by Premier Miton would constitute a related party
transaction under Rule 13 of the AIM Rule. Further details will be set out in
the announcement of the result of the Placing following the close of the
Bookbuild.
4. Admission, Settlement and Dealings
Application will be made to the London Stock Exchange for the Fundraising
Shares to be admitted to trading on AIM. First Admission is expected to take
place and dealings in the Firm Placing Shares are expected to commence at 8.00
a.m. on 27 February 2024, at which time it is also expected that the Firm
Placing Shares will be enabled for settlement in CREST and, subject to the
passing of the Fundraising Resolutions at the General Meeting, it is expected
that Second Admission will become effective and dealings in the Conditional
Fundraising Shares will commence at 8.00 a.m. on 14 March 2024, at which time
it is also expected that the Conditional Fundraising Shares will be enabled
for settlement in CREST.
5. General Meeting
The Directors do not currently have authority and power to allot the
Conditional Fundraising Shares. Accordingly, the Board is seeking the approval
of Shareholders at the General Meeting to allot the Conditional Fundraising
Shares, together with approval to disapply pre-emption rights in respect of
the Conditional Fundraising Shares. In addition, the Directors are seeking to
renew the Company's share authorities and pre-emption rights based on the
Enlarged Share Capital of the Company. Set out at the end of the Circular will
be a notice convening the General Meeting to be held at the offices of Memery
Crystal, 165 Fleet Street, London, EC4A 2DY at 11.00 a.m. on 12 March 2024.
6. Recommendation & Importance of Vote
The Directors consider the Fundraising and the conferring of additional
shareholder authority to be in the best interests of the Company and the
Shareholders as a whole and, accordingly, unanimously recommend that
Shareholders vote in favour of the Resolutions as they intend to do in respect
of their own beneficial holdings amounting, in aggregate, to 19,572,711
Existing Ordinary Shares, representing approximately 20.5 per cent. of the
Existing Ordinary Shares.
Shareholders should note that in the event that the Fundraising Resolutions
are not passed, Second Admission will not occur and the Company would not
receive the funds from the Conditional Fundraising, which would limit the
amount of working capital available to the Company. There is no certainty that
alternative sources of funding would be available to cover the working capital
shortfall on suitable terms or at all. In such circumstances, the Directors
would need to resort to taking significant mitigating actions or seek
alternative sources of financing immediately in order to ensure liquidity in
the short term.
Shareholders should take independent advice if they wish to consider the
suitability of these risks with regard to their own particular circumstances
and investment criteria.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Kevin McNair, Chief Financial Officer.
IMPORTANT NOTICES
Forward-looking statements
This Announcement includes "forward-looking statements" which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Group's financial position, business strategy,
plans and objectives of management for future operations, or any statements
preceded by, followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would", "could"
or "similar" expressions or negatives thereof. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors
beyond the Company's control that could cause the actual results, performance
or achievements of the Group to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and the
environment in which the Group will operate in the future. These
forward-looking statements speak only as at the date of this Announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based unless required to do so by applicable law or the AIM Rules.
Notice to overseas persons
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or any
jurisdiction into which the publication or distribution would be unlawful.
This Announcement is for information purposes only and does not constitute an
offer to sell or issue or the solicitation of an offer to buy or acquire
shares in the capital of the Company in Australia, Canada, Japan, New Zealand,
or any jurisdiction in which such offer or solicitation would be unlawful or
require preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. Persons into whose
possession this announcement comes are required by the Company and Singer
Capital Markets to inform themselves about, and to observe, such restrictions.
No action has been taken by the Company, Singer Capital Markets or any of
their respective affiliates or any person acting on its or their behalf that
would permit an offering of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material relating to
the Placing Shares in any jurisdiction where action for that purpose is
required.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement is not an offer of
securities for sale into the United States, or to, or for the account or
benefit of U.S. Persons or persons in the United States. The securities
referred to herein have not been and will not be registered under the
Securities Act or the securities laws of any state or other jurisdictions of
the United States and may not be offered or sold in the United States, or to,
or for the account or benefit of U.S. Persons or persons in the United States.
Each Placee will be required to warrant that it and any account with respect
to which it exercises investment discretion is outside the United States and
is not a U.S. Person.
General
SCM Advisory, which is authorised and regulated in the United Kingdom by the
FCA, is acting as nominated adviser and Singer Capital Markets, which is
authorised and regulated in the United Kingdom by the FCA, is acting as broker
to the Company in connection with the Placing. Neither SCM Advisory nor Singer
Capital Markets will be responsible to anyone other than the Company for
providing the protections afforded to customers of SCM Advisory or Singer
Capital Markets or for advising any other person on the arrangements described
in this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. No undertaking,
representation, warranty or other assurance, expressed or implied, is made by
SCM Advisory or Singer Capital Markets or by any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates as to, or
in relation to, the accuracy, fairness or completeness of the information or
opinions contained in this Announcement or any other written or oral
information made available to or publicly available to any interested person
or its advisers and any liability thereof is expressly disclaimed. SCM
Advisory's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any Director or to any other person.
This Announcement has been issued by, and is the sole responsibility of, the
Company. None of the information in this Announcement has been independently
verified or approved by Singer Capital Markets or any of their respective
partners, directors, officers, employees, advisers, consultants or affiliates.
In connection with the Placing, Singer Capital Markets and any of its
affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts or otherwise deal
for their own account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition,
placing or dealing by, Singer Capital Markets and any of its affiliates acting
in such capacity. In addition, Singer Capital Markets and any of its
affiliates may enter into financing arrangements (including swaps) with
investors in connection with which Singer Capital Markets and any of its
affiliates may from time to time acquire, hold or dispose of shares. Singer
Capital Markets does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of securities 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 securities. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial adviser.
Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) or any previous announcement made by the Company is incorporated in,
or forms part of, this Announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Rules) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing Shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Singer Capital Markets will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, Singer Capital
Markets will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX I) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY
AND 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: (1) IF IN A MEMBER STATE OF THE
EEA QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION; (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION; WHO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) OTHERWISE, PERSONS TO WHOM IT IS
OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT, YOU REPRESENT AND
AGREE THAT YOU ARE A REVELANT PERSON. NEITHER THIS ANNOUNCEMENT NOR THE
INFORMATION IN IT SHOULD 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 OF ANY SECURITIES IN THE COMPANY NOR SHALL THERE BE
A SALE OF THE SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
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 ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE
WITH REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS, (II) IN THE UNITED STATES TO PERSONS WHO ARE "QUALIFIED
INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT) OR
(III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE US SECURITIES ACT. ANY OFFER OR SALE OF PLACING SHARES IN THE UNITED
STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO ARE REGISTERED AS SUCH UNDER
THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THERE WILL BE NO PUBLIC
OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES. 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"). 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. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE
THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES. THE DISTRIBUTION
OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
All offers of the Placing Shares in the United Kingdom or the EEA will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.
In the United Kingdom, this Announcement is being directed solely at persons
in circumstances in which section 21(1) of the FSMA does not require the
approval of the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be registered under or offered in compliance with the securities
laws of any state, province or territory of Australia, Canada, Japan or the
Republic of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction outside the
EEA.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in the "Important Notice"
section of this Announcement.
Each Placee which confirms its agreement to Singer Capital Markets (whether
orally or in writing) to subscribe for Placing Shares under the Placing,
hereby agrees with Singer Capital Markets and the Company that it will be
bound by these terms and conditions and will be deemed to have accepted them.
Singer Capital Markets may require any Placee to agree to such further terms
and/or conditions and/or give such additional warranties and/or
representations as it (in its absolute discretion) sees fit and/or may
require any such Placee to execute a separate placing letter.
Singer Capital Markets makes no representation to any Placees regarding an
investment in the Placing Shares. Neither Singer Capital Markets nor any of
their respective affiliates, agents, directors, officers, employees or
consultants make any representation to any Placees regarding an investment in
the Placing Shares. The Placing does not constitute a recommendation or
financial product advice and Singer Capital Markets has not had regard to
particular objectives, financial situation and needs for each of the Placees.
By participating in the Bookbuild and the Placing, each Placee, by making an
oral or written and legally binding offer to acquire Placing Shares, will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who acquires any
Placing Shares pursuant to the Placing:
(a) it is either a qualified investor within the meaning of
Article 2(e) of the UK Prospectus Regulation ("UK Qualified Investor"); and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom other than UK Qualified Investors
or in circumstances in which the prior consent of Singer Capital Markets has
been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in
the United Kingdom other than UK Qualified Investors, the offer of those
Placing Shares to it is not treated under the UK Prospectus Regulation as
having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA (each a
"Relevant State") who acquires any Placing Shares pursuant to the Placing:
(a) it is a "qualified investor" within the meaning of Article
2(e) of the EU Prospectus Regulation ("EU Qualified Investor"); and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in a Relevant State other than EU Qualified
Investors or in circumstances in which the prior consent of Singer Capital
Markets has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf
of persons in a Relevant State other than EU Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained herein;
5. it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Announcement; and
6. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to above) is outside the United States acquiring the Placing Shares
in offshore transactions as defined in and in accordance with Regulation S
under the US Securities Act.
The Company and Singer Capital Markets will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and agreements.
Each Placee hereby agrees with Singer Capital Markets and the Company to be
bound by these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued. A Placee shall, without limitation,
become so bound if Singer Capital Markets confirms to such Placee its
allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it at the Issue Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
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
and the announcement of the result of the Placing (the "Result of Placing
Announcement") (together, the "Placing Documents") and any Publicly Available
Information and subject to any further terms set forth in the trade
confirmation sent to Placees.
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 Singer Capital Markets or the Company or any
other person and none of Singer Capital Markets, 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,
financial, tax or business advice. Each Placee should consult its own legal
adviser, tax advisor, financial advisor and business advisor for legal, tax,
business and financial 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
Singer Capital Markets is acting as sole broker and bookrunner in connection
with the Placing and has entered into the Placing Agreement with the Company
under which, on the terms and subject to the conditions set out in the Placing
Agreement, Singer Capital Markets, as agent for and on behalf of the Company,
has agreed to use its reasonable endeavours to procure Placees for the Placing
Shares. The Placing is not being underwritten by Singer Capital Markets or any
other person.
The price per Ordinary Share at which the Placing Shares are to be placed is
9.0 pence (the "Issue Price"). The final number of Placing Shares will be
determined by the Company and Singer Capital Markets at the close of the
Bookbuild and will be set out in the executed terms of placing (the "Terms of
Placing"). The timing of the closing of the book and allocations are at the
discretion of the Company and Singer Capital Markets. Details of the number of
Placing Shares will be announced as soon as practicable after the close of the
Bookbuild via the Result of Placing Announcement.
The Placing Shares will be made up of a number of new Ordinary Shares issued
and allotted by the Company. Accordingly, by participating in the Placing,
Placees agree to subscribe for Placing Shares.
The Board is able to rely on its existing shareholder authorities granted to
it at the Company's annual general meeting held on 22 June 2023 to allot up to
9,533,125 new Ordinary Shares in aggregate for cash (on a non-pre-emptive
basis) in order to allot and issue Placing Shares in respect of the Firm
Placing. Subject to the Fundraising Resolutions having been passed at the
General Meeting in respect of the Conditional Placing Shares only, all the
Placing Shares have been or 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 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 has been made to the London Stock Exchange for the Firm Placing
Shares to be admitted to trading on AIM ("First Admission"). It is expected
that First Admission will become effective (in accordance with the AIM Rules)
and that dealings in the Firm Placing Shares, will commence at 8.00 a.m. on 27
February 2024.
Application will also be made to the London Stock Exchange for the Conditional
Placing Shares to be admitted to trading on AIM ("Second Admission"). On the
assumption that, amongst other things, the Fundraising Resolutions are passed
by the shareholders of the Company at the General Meeting, it is expected
that Second Admission will become effective (in accordance with the AIM Rules)
and that dealings in the Conditional Placing Shares will commence at 8.00 a.m.
on 14 March 2024 (being the business day following the General Meeting) or
such later time or date as Singer Capital Markets may agree with the Company,
being no later than 8.00 a.m. on 29 March 2024.
Bookbuild
Singer Capital Markets will today commence the accelerated bookbuilding
process to determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Appendix I 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.
Singer Capital Markets and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
1. Singer Capital Markets is acting as sole broker and bookrunner to the
Placing, as agent for and on behalf of the Company, on the terms and subject
to the conditions of the Placing Agreement. SCM Advisory is acting as
nominated adviser to the Company in connection with the Placing and Admission.
Each of Singer Capital Markets and SCM Advisory are authorised and regulated
entities in the United Kingdom by the FCA and are acting exclusively for the
Company and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the Company in
relation to the matters described in this Announcement. SCM Advisory's
responsibilities as the Company's nominated adviser under the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and are not
owed to the Company, any director of the Company or to any other person.
2. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by Singer Capital Markets. Singer
Capital Markets may itself agree to be a Placee in respect of all or some of
the Placing Shares or may nominate any member of its group to do so. Singer
Capital Markets and any of their respective affiliates are entitled to enter
bids in the Bookbuild as principal.
3. The Bookbuild if successful, will establish the aggregate amount
payable to Singer Capital Markets, as settlement agents for the Company, by
all Placees whose bids are successful. The final number of Placing Shares will
be agreed between Singer Capital Markets and the Company following completion
of the Bookbuild. Following a successful completion of the Bookbuild, the
Company will confirm the closing of the Placing via the Result of Placing
Announcement.
4. To bid in the Bookbuild, prospective Placees should communicate their
bid orally by telephone or in writing to their usual sales contact at Singer
Capital Markets. Each bid should state the aggregate number of Placing Shares
which the prospective Placee wishes to subscribe for at the Issue Price. Bids
in the Bookbuild may be scaled down by Singer Capital Markets on the basis
referred to in paragraph 6 below. Singer Capital Markets reserves the right
not to accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at Singer Capital Markets' absolute
discretion, subject to agreement with the Company.
5. The Bookbuild will open with immediate effect following release of this
Announcement and is expected to close no later than 4.35 p.m. on 22 February
2024 but may be closed earlier or later at the discretion of Singer Capital
Markets. Singer Capital Markets may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed. The Company reserves
the right (upon the prior agreement of Singer Capital Markets) to vary the
number of Placing Shares to be issued pursuant to the Placing, in its absolute
discretion.
6. Allocations of the Placing Shares will be determined by Singer Capital
Markets after consultation with the Company (and in accordance with Singer
Capital Markets' allocation policy as has been supplied by Singer Capital
Markets to the Company in advance of such consultation). Allocations will be
confirmed orally by Singer Capital Markets and a trade confirmation will be
despatched as soon as possible thereafter. Singer Capital Markets' oral
confirmation to such Placee constitutes an irrevocable legally binding
commitment upon such person (who will at that point become a Placee), in
favour of Singer Capital Markets and the Company, to subscribe for the number
of Placing Shares allocated to it and to pay the Issue Price in respect of
each such share on the terms and conditions set out in this Appendix I and in
accordance with the Company's Articles of Association. A bid in the Bookbuild
will be made on the terms and subject to the conditions in this Appendix I and
will be legally binding on the Placee on behalf of which it is made and except
with Singer Capital Markets' consent, such commitment will not be capable of
variation, termination, rescission or revocation after the time at which it is
submitted.
7. Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Singer Capital Markets, as agent for the Company, to pay
to it (or as it may direct) in cleared funds an amount equal to the product of
the Issue Price and the number of Placing Shares such Placee has agreed to
acquire and the Company has agreed to allot and issue to that Placee.
8. Each Placee's allocation and commitment will be evidenced by a trade
confirmation issued to such Placee. The terms of this Appendix I will be
deemed incorporated in that trade confirmation.
9. 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".
10. All obligations under the 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".
11. By participating in the Placing, each Placee will agree that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
12. To the fullest extent permissible by law, none of Singer Capital
Markets, the Company nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or liability
(whether in contract, tort or otherwise) to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, none of
Singer Capital Markets, 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 Singer Capital Markets' conduct of the Placing or of such
alternative method of effecting the Placing as Singer Capital Markets and the
Company may agree.
13. The Placing Shares will be issued subject to the terms and conditions of
this Appendix I and each Placee's commitment to subscribe for Placing Shares
on the terms set out herein will continue notwithstanding any amendment that
may in future be made to the terms and conditions of the Placing and Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's or Singer Capital Markets' conduct of the
Placing.
Conditions of the Placing
The Placing is conditional, amongst other things, upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. Singer Capital Markets' obligations under the Placing Agreement in
relation to the Firm Placing and First Admission are conditional on customary
conditions, including (amongst others) (the "Conditions"):
1. the performance by the Company of certain specified obligations under
the Placing Agreement to the extent that they fall to be performed prior to
First Admission;
2. agreement by the Company and Singer Capital Markets of the final number
of Placing Shares to be issued at the Issue Price pursuant to the Placing and
the allocation of such Placing Shares to Placees;
3. the Company not being in breach of any of its obligations and
undertakings under the Placing Agreement which fall to be performed or
satisfied prior to Admission;
4. each of the warranties given by the Company contained in the Placing
Agreement being true, accurate and not misleading: (i) as at and on the date
of the Placing Agreement; (ii) as at the time of the execution of the Terms of
Placing; and (iii) as at and on First Admission, in each case, as though they
had been given and made at such times and on such dates by reference to the
facts and circumstances from time to time subsisting;
5. the Company having allotted, subject only to First Admission, the Firm
Placing Shares;
6. delivery by the Company of certain customary documents to Singer
Capital Markets as requested under the terms of the Placing Agreement; and
7. First Admission occurring no later than 8.00 a.m. on 27 February 2024
(or such later time or date as Singer Capital Markets may otherwise agree with
the Company, being no later than 8.00 a.m. on 12 March 2024) (the "Closing
Date").
The allotment and issue of the Firm Placing Shares is not conditional upon the
allotment and issue of the balance of the Placing Shares.
If: (i) any of the Conditions in relation to the Firm Placing and First
Admission are not fulfilled or (where permitted) waived by Singer Capital
Markets by the relevant time or date specified (or such later time or date as
Singer Capital Markets may agree with the Company, being no later than 8.00
a.m. on 27 February 2024); or (ii) the Placing Agreement is terminated in the
circumstances specified below under "Right to terminate under the Placing
Agreement", the Fundraising 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.
Singer Capital Markets' obligations under the Placing Agreement in relation to
the Conditional Placing and Second Admission are conditional on certain
conditions, including inter alia:
8. the performance by the Company of certain specified obligations under
the Placing Agreement to the extent that they fall to be performed prior to
Second Admission;
9. the Fundraising Resolutions having been passed without amendment by the
required majority at the General Meeting;
10. the Company not being in breach of any of its obligations and
undertakings under the Placing Agreement which fall to be performed or
satisfied prior to Second Admission;
11. each of the warranties given by the Company contained in the Placing
Agreement being true, accurate and not misleading: (i) as at and on the date
of the Placing Agreement; (ii) as at the time of the execution of the Terms of
Placing; and (iii) as at and on Second Admission, in each case, as though they
had been given and made at such times and on such dates by reference to the
facts and circumstances from time to time subsisting;
12. the Company having allotted, subject only to Second Admission, the
Conditional Placing Shares;
13. delivery by the Company of certain customary documents to Singer Capital
Markets as requested under the terms of the Placing Agreement;
14. Singer Capital Markets not having exercised their rights to terminate
the Placing Agreement;
15. each of the Subscription Agreements having not been terminated and
remaining in full force and effect; and
16. Second Admission occurring no later than 8.00 a.m. on 14 March 2024 (or
such later time or date as Singer Capital Markets may otherwise agree with the
Company, being no later than 8.00 a.m. on 29 March 2024).
If: (i) any of the Conditions in relation to the Conditional Placing and
Second Admission are not fulfilled or (where permitted) waived by Singer
Capital Markets by the relevant time or date specified (or such later time or
date as Singer Capital Markets may agree with the Company, being no later than
8.00 a.m. on 29 March 2024); or (ii) the Placing Agreement is terminated in
the circumstances specified below under "Right to terminate under the Placing
Agreement", the Conditional Placing and Second Admission will not proceed and
the Placees' rights and obligations hereunder in relation to the Conditional
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.
Singer Capital Markets may, at its discretion and upon such terms as it thinks
fit, waive compliance by the Company with the whole or any part of any of its
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, save in respect of Conditions 5, 7, 9, 12 and 16 above.
Any such extension or waiver will not affect Placees' commitments as set out
in this Appendix I.
Neither Singer Capital Markets 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 (or any part of it), nor for any decision they may make as to
the satisfaction of any Condition or in respect of the Placing generally (or
any part of it), and by participating in the Placing each Placee agrees that
any such decision is within the absolute discretion of Singer Capital Markets.
Placees will have no rights against Singer Capital Markets or any of their
respective members, directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.
Right to terminate under the Placing Agreement
Singer Capital Markets is entitled at any time before (i) First Admission to
terminate the Fundraising and (ii) Second Admission to terminate the
Conditional Placing and the Retail Offer, in each case by terminating the
Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things) in the event that:
1. any statement in any document or announcement issued or published by or
on behalf of the Company in connection with the Placing is or has become
untrue, inaccurate or misleading in any respect, or any matter has arisen
which would, if such document or announcement had been issued at that time,
constitute an inaccuracy or omission from such document or announcement;
2. there has been a breach by the Company of any of its obligations,
undertakings or covenants under the Placing Agreement which Singer Capital
Markets (acting in good faith) consider is material;
3. there has been a breach by the Company of any of the warranties
contained in the Placing Agreement or any of such warranties is not, or ceases
to be, true, accurate and not misleading;
4. in the opinion of Singer Capital Markets (acting in good faith), there
has been a Material Adverse Change;
5. there has occurred, or in the opinion of Singer Capital Markets (acting
in good faith) it is reasonably likely that there will occur, certain
customary force majeure events;
6. notice has been given by SCM Advisory as Nominated Adviser to the
Company to terminate its role as Nominated Adviser or any matter arises which
SCM Advisory as Nominated Adviser considers (acting in good faith) may
adversely affect its ability to perform its functions under the AIM Rules or
the AIM Rules for Nominated Advisers or fulfil the obligations of a nominated
adviser to the Company;
7. a matter having arisen which is likely to give rise to an indemnity
claim under the Placing Agreement which Singer Capital Markets consider is
material; or
8. the Company's application for either First Admission or Second
Admission is withdrawn or refused by the London Stock Exchange or, in the
opinion of Singer Capital Markets (acting in good faith), will not be granted.
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
Singer Capital Markets of any right of termination or of any other discretion
under the Placing Agreement shall be within the absolute discretion of Singer
Capital Markets 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 Singer Capital Markets of the
allocation and commitments following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to Singer Capital Markets that, between the date of
the Placing Agreement and a period of 90 days from each of First Admission and
Second Admission (as the case may be) (the "Restricted Period"), neither the
Company nor any of its subsidiaries will, without the prior written consent of
Singer Capital Markets, 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 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 enter into any
commitment or agreement or arrangement or knowingly do or permit to be done
any other act or thing which, in any such case, constitutes a significant new
matter which would give rise to any obligation to make any announcement to the
London Stock Exchange or which may (other than as referred to in the Placing
Documents) involve any increase in or obligation (whether contingent or
otherwise) to allot any of the capital of the Company.
By participating in the Placing, Placees agree that the exercise by Singer
Capital Markets 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 Singer Capital Markets 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: GB00BFM6WL52)
following Admission will take place within CREST, subject to certain
exceptions. Singer Capital Markets reserves 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.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a trade confirmation stating the number of
Placing Shares allocated to them at the Issue Price, the aggregate amount owed
by such Placee to Singer Capital Markets 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 Singer Capital Markets.
The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by Singer Capital Markets as agent for the Company
and Singer Capital Markets will enter its delivery instruction 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 for (i) the Firm Placing Shares will be on 27
February 2024; and (ii) the Conditional Placing Shares will be on 14 March
2024 (or, in each case, such later date as the Company and Singer Capital
Markets may agree in writing, being no later than 12 March 2024 and 29 March
2024 respectively), in each case in accordance with the instructions set out
in the trade confirmation.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Singer Capital Markets may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for Singer Capital Markets' 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 trade 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 SDRT. If
there are any circumstances in which any stamp duty or SDRT 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 SDRT is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither Singer Capital Markets or 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 Singer Capital Markets (in its
capacity as bookrunner and placing agent 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 (save where Singer Capital
Markets and the Company expressly agrees in writing to the contrary):
1. it has read and understood this Announcement (including this
Appendix I) in its entirety and that its participation in the Bookbuild and
the Placing and its acquisition of the Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and that it has not relied on, and will not rely on, any information
given or any representations, warranties or statements made at any time by any
person in connection with Admission, the Bookbuild, the Placing, the Group,
the Placing Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. it acknowledges and agrees that its acceptance of its participation
in the Placing on the terms set out in this Announcement (including this
Appendix I) is legally binding, irrevocable and is not capable of termination
or rescission by it in any circumstances;
3. (a) it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on this Announcement (including this
Appendix I) and any Publicly Available Information; (b) 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 MAR and
rules and regulations of the London Stock Exchange (including the AIM Rules)
(collectively and together with the information referred to in (a) above, the
"Exchange Information") which includes a description of the Company's business
and the Company's most recent balance sheet and profit and loss account, and
similar statements for preceding financial years, and that it has reviewed
such Exchange Information and that it is able to obtain or access such
information, or comparable information concerning any other publicly traded
company, in each case without undue difficulty; and (c) it has had access to
such financial and other information (including the business, financial
condition, prospects, creditworthiness, status and affairs of the Company, the
Placing and the Placing Shares) concerning the Company, the Placing and the
Placing Shares as it has deemed necessary in connection with its own
investment decision to subscribe for any of the Placing Shares and has
satisfied itself that the information is still current and has relied on that
investigation for the purposes of its decision to participate in the Placing;
4. to be bound by the terms of the Articles of Association of the
Company;
5. 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 Singer Capital Markets nor the Company will be responsible for any
liability to stamp duty or SDRT 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 Singer Capital Markets and the Company on an
after-tax basis in respect of any Indemnified Taxes;
6. neither Singer Capital Markets nor any of its 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;
7. time is of the essence as regards its obligations under this
Appendix I;
8. 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 Singer Capital Markets;
9. it will not distribute, 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 distributed, forwarded, transferred,
duplicated, or otherwise transmitted any such documents to any person;
10. it has not received (and will not receive) a prospectus or other
offering document in connection with the Bookbuild, the Placing or the Placing
Shares and acknowledges that no prospectus or other offering document (a) is
required under the UK Prospectus Regulation or other applicable law; and (b)
has been or will be prepared in connection with the Placing;
11. in connection with the Placing, Singer Capital Markets and any of its
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 Singer Capital Markets or any of its affiliates
acting in such capacity;
12. Singer Capital Markets and its affiliates may enter into financing
arrangements and swaps with investors in connection with which Singer Capital
Markets and any of its affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing Shares;
13. Singer Capital Markets does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 11 and 12 above otherwise
than in accordance with any legal or regulatory obligation to do so;
14. Singer Capital Markets does not owe any fiduciary or other duties to
any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
15. its participation in the Placing is on the basis that it is not and
will not be a client of Singer Capital Markets in connection with its
participation in the Placing and that Singer Capital Markets has no 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;
16. the content of the Placing Documents and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company (and such other persons specifically identified as accepting
responsibility to certain parts thereto) and neither Singer Capital Markets
nor any of its 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, warranty
or statement contained in, or omission from, the Placing Documents, 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 the Placing Documents, 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;
17. 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 17), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;
18. it has neither received nor relied on any other information given, or
representations, warranties or statements, express or implied, made, by Singer
Capital Markets nor 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
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;
19. neither Singer Capital Markets or 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 Singer Capital
Markets or the Company or any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such material or
information;
20. neither Singer Capital Markets or 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;
21. it may not rely, and has not relied, on any investigation that Singer
Capital Markets, any of its 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 Bookbuild, the Placing
Shares or the accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
22. in making any decision to subscribe for Placing Shares it:
(a) has sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares;
(b) will not look to Singer Capital Markets for all or part of any such loss
it may suffer;
(c) is experienced in investing in securities of a similar nature to the
Ordinary Shares and in the sector in which the Company operates and is aware
that it may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in connection with,
the Placing and has no need for liquidity with respect to its 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) is aware and understands that an investment in the Placing Shares
involves a considerable degree of risk; and
(g) has had sufficient time and access to information to consider and
conduct its own due diligence, examination, investigation and assessment with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has conducted its own due
diligence, examination, investigation and assessment of the Company and Group,
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;
23. 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,
warranties, undertakings and agreements contained in this Appendix I;
24. 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 Singer Capital Markets 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), and
agrees that the provisions of this paragraph shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is acting;
25. 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 Appendix I) 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 Singer Capital Markets or 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;
26. 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;
27. it irrevocably appoints any duly authorised officer of Singer Capital
Markets as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to subscribe or purchase for upon the terms of this Appendix I;
28. 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;
29. the Placing Shares may not be offered, sold, or delivered, directly or
indirectly, in or into the Restricted 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 or Singer Capital
Markets or any person acting on behalf of the Company or Singer Capital
Markets 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;
30. no action has been or will be taken by any of the Company or Singer
Capital Markets or any person acting on behalf of the Company or Singer
Capital Markets 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;
31. unless otherwise specifically agreed with Singer Capital Markets, 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, Russia, Japan, the Republic of South
Africa, any province or territory of Canada or other jurisdiction in which it
would be unlawful to make or accept an offer to acquire the Placing Shares;
32. it may be asked to disclose in writing or orally to Singer Capital
Markets:
(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;
33. except with respect to a Placee that is a "U.S. Person", as defined in
Rule 902 of Regulation S, it is and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are subscribed for will
be 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;
34. 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;
35. it understands and confirms that (A) the Placing Shares have not been,
and will not be, registered under the US Securities Act or under any state
securities or "blue sky" laws of any state of the United States or any other
jurisdiction, and the Company is under no obligation to register the Placing
Shares as a class of securities and the Placing Shares 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, or in a transaction not
subject to, the registration requirements of the US Securities Act and, in
each case, in accordance with applicable United States state securities laws
and regulations; and (B) no representation is being made as to the
availability of any exemption under the US Securities Act for the reoffer,
resale, pledge or transfer of the Placing Shares;
36. 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;
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 nor Singer Capital
Markets make any representation or warranty with respect to the same.
Accordingly, neither the Company nor Singer Capital Markets 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 Singer Capital Markets 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 it is within the United Kingdom, it is a UK Qualified Investor and if
it is within a Relevant State, it is an EU Qualified Investor;
40. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the EEA except to EU 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 it is a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation, the Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in the
United Kingdom other than UK Qualified Investors, or in circumstances in which
the express prior written consent of Singer Capital Markets 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. if in the United Kingdom, unless otherwise agreed by Singer Capital
Markets, it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of COBS and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
44. it will not make an offer to the public of the Placing Shares and it has
not offered or sold and will not offer or sell any Placing Shares to persons
in the United Kingdom, 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 FSMA;
45. 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 Singer Capital Markets in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a financial promotion
by an authorised person;
46. 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;
47. if it is a pension fund or investment company, its subscription
for/purchase of Placing Shares is in full compliance with applicable laws and
regulations;
48. 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, the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having jurisdiction in
respect thereof (the "Regulations") and the Money Laundering Sourcebook of the
FCA 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;
49. in order to ensure compliance with the Regulations, Singer Capital
Markets (for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to Singer Capital Markets or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Singer Capital Markets'
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Singer Capital Markets' or the
Company's registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identify Singer Capital
Markets (for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, either Singer
Capital Markets 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. Each
Placee agrees to hold harmless and indemnify on an after-tax basis Singer
Capital Markets and the Company against any liability, loss or cost ensuing
due to the failure to process such application, if such evidence or
information as has been requested has not been provided by it in a timely
manner;
50. 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 SDRT 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;
51. 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 Appendix I on the due time and date
set out herein, failing which the relevant Placing Shares may be placed with
other subscribers or sold as Singer Capital Markets 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, SDRT 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;
52. any money held in an account with Singer Capital Markets 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 Singer Capital Markets' money in accordance with the client
money rules and will be held by it under a banking relationship and not as
trustee;
53. 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 Singer Capital Markets 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;
54. neither Singer Capital Markets nor any of its 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 and Singer Capital Markets is not acting for it or its
clients, and that Singer Capital Markets will not be responsible for providing
the protections afforded to customers of Singer Capital Markets or for
providing advice in respect of the transactions described in this
Announcement;
55. it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the trade confirmation, contract
note or other (oral or written) confirmation will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Singer Capital
Markets' conduct of the Placing;
56. if it has received any 'inside information' (for the purposes of MAR and
section 56 of the Criminal Justice Act 1993) in relation to the Company and
its securities 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) disclosed such information to any person, prior to the information being
made publicly available;
57. the rights and remedies of the Company and Singer Capital Markets under
the terms and conditions in this Appendix I 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;
58. these terms and conditions of the Placing and any agreements entered
into by it pursuant to these terms and conditions and all agreements to
acquire shares pursuant to 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 Singer Capital Markets 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;
59. it has neither received nor relied on any confidential price sensitive
information about the Company (other than information included in this
Announcement) in accepting this invitation to participate in the Placing;
60. it is aware of the obligations regarding insider dealing in the Criminal
Justice Act 1993, FSMA, MAR and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
61. if it is acquiring the Placing Shares as a fiduciary or agent for one or
more investor accounts, it has full power and authority to make, and does
make, the foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
62. that it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in its Ordinary Shares in
accordance with the Disclosure Guidance and Transparency Rules published by
the FCA;
63. it undertakes to Singer Capital Markets at the time of making its
commitment to subscribe for Placing Shares that it will confirm in writing to
Singer Capital Markets in the form of confirmation sent by Singer Capital
Markets to Placees the number of Placing Shares it intends to subscribe for;
64. it confirms that any of its clients, whether or not identified to Singer
Capital Markets or any of its affiliates, will remain its sole responsibility
and will not become clients of Singer Capital Markets or any of its affiliates
for the purposes of the rules of the FCA or for the purposes of any other
statutory or regulatory provision;
65. that, as far as it is aware it is not acting in concert (within the
meaning given in the City Code) with any other person in relation to the
Company;
66. it has not done, and will not do, anything in relation to the Placing
which has resulted in or could result in any person being required to publish
a prospectus in relation to the Company or to any Placing Shares in accordance
with FSMA or the Prospectus Regulation or in accordance with any laws
applicable in any part of the European Union or the EEA;
67. it agrees that the exercise by Singer Capital Markets of any right of
termination or any right of waiver exercisable by Singer Capital Markets
contained in the Placing Agreement or the exercise of any discretion
thereunder is within the absolute discretion of Singer Capital Markets and
Singer Capital Markets will not have any liability to it whatsoever in
connection with any decision to exercise or not exercise any such rights. Each
Placee acknowledges that if (i) any of the conditions in the Placing Agreement
are not satisfied (or, where relevant, waived); or (ii) the Placing Agreement
is terminated; or (iii) the Placing Agreement does not otherwise become
unconditional in all respects, the Placing will lapse and its rights and
obligations hereunder shall cease and determine at such time and no claim
shall be made by it in respect thereof; and
68. a communication that the Placing or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the Placing and securities will be fully
distributed by Singer Capital Markets. Singer Capital Markets reserves the
right to take up a portion of the securities in the Placing as a principal
position at any stage at its sole discretion, among other things, to take
account of the Company's objectives, UK MiFID II requirements and/or its
allocation policies.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
Singer Capital Markets and are irrevocable. Singer Capital Markets and the
Company and their respective affiliates, agents, directors, officers,
employees and consultants 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 and Singer Capital Markets 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, Singer Capital Markets 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 Appendix I or incurred by
Singer Capital Markets, 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 Appendix I shall survive after completion of the
Placing.
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 Placing Shares will not be admitted to trading on any stock exchange other
than AIM, a market operated by the London Stock Exchange.
Singer Capital Markets Securities Limited is authorised and regulated by the
FCA in the United Kingdom and is acting as sole bookrunner exclusively for the
Company and no one else in connection with the Placing and will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.
Taxation
The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and SDRT 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.
There should be no liability to stamp duty or SDRT arising on the allotment of
the Placing Shares by the Company. The registration of and the issue of
definitive share certificates to holders of Ordinary Shares should not give
rise to any liability to stamp duty or SDRT.
In addition, neither UK stamp duty nor SDRT should arise on the
transfers/sale of Ordinary Shares on AIM (including instruments transferring
Ordinary Shares and agreements to transfer Ordinary Shares).
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 dealings in the Placing
Shares, stamp duty or SDRT or other similar taxes or duties may be payable,
for which neither the Company nor Singer Capital Markets will be responsible
and the Placees shall indemnify the Company and Singer Capital Markets on an
after-tax basis for any stamp duty or SDRT or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction paid by the
Company or Singer Capital Markets in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify Singer Capital Markets accordingly. Placees are advised to consult with
their own advisers regarding the tax aspects of the subscription for Placing
Shares.
The Company and Singer Capital Markets 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 Singer Capital Markets and
the Company accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold Singer Capital Markets and/or the
Company and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, SDRT 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 capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable, 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
All times and dates in this Announcement (including this Appendix I to the
Announcement) may be subject to amendment. Singer Capital Markets shall notify
the Placees and any person acting on behalf of the Placees of any changes.
APPENDIX II
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" the lawful currency of the UK;
"Admission" the First Admission and Second Admission or either of them;
"after-tax basis" in relation to any payment made to the Company, Singer Capital Markets or
their respective affiliates, agents, directors, officers and employees in
accordance with Appendix I, that such payment shall be calculated in such a
manner as will ensure that, after taking into account: (i) any tax required to
be deducted or withheld from the payment; (ii) the amount and timing of any
additional tax which becomes payable by the recipient as a result of the
payments being subject to tax in the hands of the recipient of the payment;
and (iii) the amount and timing of any tax benefit which is obtained by the
recipient of the payment to the extent that such tax benefit is attributable
to the matter giving rise to the payment or to the entitlement to, or receipt
of, the payment, or to any tax required to be deducted or withheld from the
payment, the recipient of the payment is in the same after-tax position as
that in which it would have been if the matter giving rise to the payment had
not occurred;
"AIM" the market of that name operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published and amended from time to time by the
London Stock Exchange;
"AIM Rules for Nominated Advisers" the AIM Rules for Nominated Advisers published by the London Stock Exchange as
amended from time to time;
"Announcement" this Announcement, including the appendices and the terms and conditions of
the Placing set out in Appendix I;
"Articles of Association" or "Articles" the articles of association of the Company;
"Bookbuild" the bookbuilding process to be conducted by Singer Capital Markets to arrange
participation by Placees in the Placing;
"Bookbuild Platform" the online capital markets platform developed by BB Technology Limited;
"certificated" or in "certificated form" in respect of a share or other security, where that share or other security is
not in uncertificated form (that is, not in CREST);
"Circular" the Company's circular to members of the Company to be published on or around
23 February 2024 relating to the Conditional Placing, the Subscription and the
Retail Offer, enclosing the Notice of General Meeting;
"City Code" The City Code on Takeovers and Mergers;
"COBS" the FCA Handbook Conduct of Business Sourcebook;
"Company" RBG Holdings Plc a company registered in England and Wales with registered
number 11189598 and having its registered office at 165 Fleet Street, London,
England, EC4A 2DY;
"Conditional Fundraising" together, the Conditional Placing, the Subscription and the Retail Offer;
"Conditional Fundraising Shares" together, the Conditional Placing Shares, the Subscription Shares and the
Retail Offer Shares;
"Conditional Placing" the proposed conditional placing by Singer Capital Markets of the Conditional
Placing Shares at the Issue Price in accordance with the terms of the Placing
Agreement;
"Conditional Placing Shares" the number of new Ordinary Shares to be allotted and issued by the Company to
Placees pursuant to the Conditional Placing in accordance with the terms of
the Placing Agreement;
"CREST" the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear in accordance with the CREST
Regulations;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), including (i)
any enactment or subordinate legislation which amends or supersedes those
regulations; and (ii) any applicable rules made under those regulations or any
such enactment or subordinate legislation for the time being in force;
"Directors" or "Board" the directors of the Company for the time being, together being the board of
directors;
"EEA" European Economic Area;
"EU Prospectus Regulation" Regulation (EU) 2017/1129 (as amended and supplemented from time to time);
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the 95,331,236 Ordinary Shares in issue as at the date of this Announcement;
"FCA" the UK Financial Conduct Authority;
"Firm Placing" the placing by Singer Capital Markets of the Firm Placing Shares at the Issue
Price in accordance with the terms of the Placing Agreement;
"Firm Placing Shares" the number of new Ordinary Shares to be allotted and issued by the Company to
Placees pursuant to the Firm Placing in accordance with the terms of the
Placing Agreement;
"First Admission" admission of the Firm Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules which is expected to occur at 8.00 a.m. on 27
February 2024, or such later date as is agreed between the Company, SCM
Advisory and Singer Capital Markets, but no later than 12 March 2024;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Fundraising" together, the Placing, the Subscription and the Retail Offer;
"Fundraising Resolutions" resolutions 1 and 3 to be proposed at the General Meeting as set out in the
Notice of General Meeting;
"General Meeting" the general meeting of the shareholders of the Company expected to be held at
11.00 a.m. on 12 March 2024 at the offices of Memery Crystal, 165 Fleet
Street, London, EC4A 2DY (or any reconvened meeting following adjournment of
the general meeting);
"Group" the Company and its subsidiary undertakings from time to time and "Group
Company" means any one of them;
"Intermediaries" any financial intermediary that is appointed by Singer Capital Markets in
connection with the Retail Offer after the date of the Placing Agreement and
"Intermediary" shall mean any one of them;
"Issue Price" 9.0p per Placing Share;
"London Stock Exchange" London Stock Exchange plc;
"MAR" means the EU Market Abuse Regulation (EU) 596/2014 and all delegated or
implementing regulations relating to that Regulation as amended and transposed
into the laws of the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018;
"Material Adverse Change" means a material adverse change in or affecting, or any development reasonably
likely to result in a material adverse change in or affecting, the condition
(financial, operational, legal, or otherwise) or the earnings, management,
results of operations, business affairs, solvency or financial prospects of
the Company or the Group (taken as a whole), whether or not arising in the
ordinary course of business and whether or not foreseeable at the date of this
Announcement;
"Nominated Adviser" has the meaning given to the expression "nominated adviser" in the AIM Rules;
"Notice of General Meeting" the notice of the General Meeting contained within the Circular;
"Ordinary Shares" ordinary shares of £0.002 each in the capital of the Company;
"Placees" persons who agree to subscribe for Placing Shares at the Issue Price;
"Placing" the placing by Singer Capital Markets as agent of the Company of the Placing
Shares at the Issue Price in accordance with the Placing Agreement comprising
the Firm Placing and the Conditional Placing;
"Placing Agreement" the agreement dated 22 February 2024 between the Company, SCM Advisory and
Singer Capital Markets relating to the Placing;
"Placing Documents" this Announcement and the Result of Placing Announcement;
"Placing Shares" together, the Firm Placing Shares and the Conditional Placing Shares expected
to be allotted and issued pursuant to the Placing;
"Publicly Available Information" any information publicly announced through a Regulatory Information
Service by or on behalf of the Company on or prior to the date of this
Announcement;
"Regulatory Information Service" has the meaning given to it in the AIM Rules;
"Relevant Person" has the meaning given to it in Appendix I to this Announcement;
"Resolutions" the resolutions contained in the Notice of General Meeting, and a reference to
a numbered Resolution shall be to the Resolution so numbered in that notice;
"Result of Placing Announcement" the announcement of the result of the Placing;
"Retail Investors" existing shareholders of the Company who are resident in the United Kingdom
and are a customer of an Intermediary who agrees conditionally to subscribe
for Retail Offer Shares;
"Retail Offer" the offer of the Retail Offer Shares, through Intermediaries, to Retail
Investors in the United Kingdom (anticipated to be announced shortly following
the release of this Announcement);
"Retail Offer Shares" the Ordinary Shares proposed to be issued by the Company under the terms of
the Retail Offer, subject to the passing of the Fundraising Resolutions;
"SCM Advisory" Singer Capital Markets Advisory LLP;
"SDRT" Stamp Duty Reserve Tax;
"Second Admission" admission to trading on AIM of the Conditional Placing Shares, the
Subscription Shares and the Retail Offer Shares in accordance with the AIM
Rules for Companies which is expected to occur at 8.00 a.m. on 14 March 2024,
or such later date as is agreed between the Company, SCM Advisory and Singer
Capital Markets, but no later than 29 March 2024;
"Singer Capital Markets" Singer Capital Markets Securities Limited;
"Subscription" the conditional subscription for Subscription Shares by certain Directors and
an investor at the Issue Price;
"Subscription Agreements" each of the agreements entered into or to be entered into pursuant to the
Subscription;
"Subscription Shares" the new Ordinary Shares proposed to be allotted and issued by the Company
pursuant to the Subscription, subject to the passing of the Fundraising
Resolutions;
"subsidiary" or "subsidiary undertaking" have the meaning given to such term in the Companies Act 2006;
"Terms of Placing" has the meaning given to it in Appendix I to this Announcement;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"UK MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018;
"UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018;
"uncertificated" or "in uncertificated form" in respect of a share or other security, where that share or other security is
recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST;
"United States" or "US" the United States of America, its jurisdictions and possession, any state of
the United States and the District of Columbia; and
"US Securities Act" the US Securities Act of 1933, as amended.
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