REG - RC Fornax plc - Proposed Fundraising
14/11/2025 16:45
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RNS Number : 6666H RC Fornax plc 14 November 2025
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THE "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION (TOGETHER
THE "RESTRICTED JURISDICTIONS" AND EACH BEING A "RESTRICTED JURISDICTION").
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW SHARES OF RC FORNAX PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.
CAPITALISED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN
TO THEM IN THE SECTION ENTITLED "DEFINITIONS" OF THIS ANNOUNCEMENT.
14 November 2025
RC FORNAX PLC
("RC Fornax", the "Company" or the "Group")
Proposed Fundraising
RC Fornax (AIM: RCFX), the UK-based consultancy delivering high-impact
engineering solutions for critical military platforms - accredited, in-demand,
and built to scale - is pleased to announce a proposed Fundraising, comprising
the Placing to raise minimum gross proceeds of £2.25 million, and the Retail
Offer to raise maximum gross proceeds of £0.5 million, each at the Issue
Price of 6 pence per New Share.
Pursuant to the Retail Offer, the Company intends to offer existing
shareholders and new retail investors the opportunity to subscribe for Retail
Offer Shares at the Issue Price via the RetailBook Platform. A separate
announcement will be made in due course regarding the Retail Offer and its
terms. The Placing is not conditional upon the Retail Offer and, for the
avoidance of doubt, the Retail Offer is not part of the Placing.
Highlights of the Fundraising
· Placing with new and existing institutional investors and
management to raise minimum gross proceeds of 2.25 million.
o Paul Reeves, Daniel Clark, Rob Shepherd, Nigel Harper and Mark Fahy,
co-founders and management of the Company, intend to participate in the
Placing to raise, in aggregate, £156,800.
· Proposed Retail Offer to raise up to £0.5 million, via
RetailBook, for which an announcement will be made in due course.
· The Issue Price represents a discount of approximately 38.5 per
cent. to the closing mid-market price of an Ordinary Share of 9.75 pence on 14
November 2025 (being the latest practicable mid-market closing price prior to
the release of this Announcement).
· The net proceeds of the Fundraising will be used to:
o develop the Procure X Marketplace, a self-serve marketplace which aims to
connect verified SMEs with defence buyers quickly and securely, and Smart
Suite; and
o provide working capital support for upcoming potential contract
wins.
The Fundraising is conditional, inter alia, upon approval of the Resolutions
to be proposed to Shareholders at the General Meeting. The Circular convening
the General Meeting will be sent to Shareholders in due
course.
The Placing
The Placing will be effected by way of an accelerated bookbuild, which will be
launched immediately following this Announcement, in accordance with the terms
and conditions set out in the Appendix to this Announcement.
A Placing Agreement has been entered into between the Company, Strand Hanson
Limited ("Strand Hanson") and Cavendish Capital Markets Limited ("Cavendish")
in connection with the Placing. Further details of the Placing, which is
subject to the terms and conditions set out in the Appendix to this
Announcement, are set out below.
The timing for the close of the accelerated bookbuild and allocation of the
Placing Shares shall be at the absolute discretion of Cavendish, in
consultation with the Company. The final number of Placing Shares to be issued
pursuant to the Placing will be agreed by Cavendish and the Company at the
close of the accelerated bookbuild. The result of the Placing will be
announced as soon as practicable thereafter. The Placing is not being
underwritten.
Strand Hanson is acting as nominated adviser in connection with the Placing
and Admission. Cavendish is acting as sole bookrunner in connection with the
Placing.
Further information on the Fundraising, including the terms and conditions of
the Placing and the expected timetable of principal events, is set out below.
This Announcement should be read in its entirety.
For more information, please visit www.rcfornax.co.uk
(http://www.rcfornax.co.uk) or contact:
RC Fornax PLC +44 (0) 117 486 3636
Paul Reeves, CEO
Rob Shepherd, CFO info@rcfornax.co.uk (mailto:info@rcfornax.co.uk)
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409 3494
Christopher Raggett
Rob Patrick
Harry Marshall
Cavendish Capital Markets Limited (Broker) +44 (0) 20 7220 0500
George Lawson - Corporate Finance
Dale Bellis / Harriet Ward - Sales and ECM
BlytheRay (Financial PR & IR) +44 (0) 20 7138 3204
Megan Ray
Tim Blythe
Said Izagaren
Background to the Fundraising
As announced on 23 October 2025, RC Fornax has made strong progress in
reshaping its commercial model and aligning with next-generation defence
priorities. The Company is currently in advanced discussions on several major
new commercial agreements, two of which are with defence primes in support of
major land vehicle and maritime programmes. Additionally, market access has
expanded significantly since publication of the SDR, with the Company
participating in seven procurement frameworks which has generated over 20 new
bid opportunities since April 2025.
Innovation remains central to RC Fornax's growth strategy. Continued progress
has been made on Smart Scope, an AI-powered solution that automates the
creation of compliant Statements of Work in minutes, which is currently at MVP
stage. Building on this success, RC Fornax is beginning work to develop
Procure X, an intelligent self-serve marketplace which aims to connect
verified SMEs with defence buyers quickly and securely. Integrated with Smart
Suite, Procure X will streamline bidding, compliance, and supplier matching.
Commercial Progress
RC Fornax has re-established strong momentum across its client base and
pipeline. The Company has participated in seven new general frameworks,
including Allied Command Operations, ASTRID, Futures Lab, and is progressing
several direct buyer frameworks with unnamed primes representing up to
£80 million in annual spend. Additionally, the Company has identified a
significant unfactored sales funnel of approximately £50 million for FY26,
with 1.8 million of new orders already booked, as at 16 October 2025.
Prior to the SDR, the Directors believed that the Company's diverse customer
base across multiple platforms provided sufficient hedging against potential
slowdown in spending ahead of the SDR publication. However, it transpired that
all customers were anticipating that SDR would drive a fundamental shift in
MoD investment priorities and were consequently slowing progress. The
Company's internal governance systems lacked robustness and failed to provide
early warnings that contracts were highly correlated given their focus on the
'swing' workforce.
Following the SDR, the Company has received a significant increase in customer
engagement, generating more growth opportunities. In addition, RC Fornax has
updated its governance and internal delivery systems to capitalise on new
leads and projects, and to improve responsiveness to potential downturns.
Financial Performance (unaudited)
As announced on 23 October 2025, RC Fornax expects to report revenue of
£4.1 million for FY25 (FY24: £6.5 million) gross profit of £1.0 million
(FY24: £1.6 million), and a loss before tax of £1.5 million (FY24:
£0.8 million profit).
As at 31 August 2025, the Company held cash and cash equivalents of
£1.0 million (31 August 2024: £0.6 million), reflecting
larger-than-expected one-off investments in its new Bristol headquarters and
strategic investments in talent and capability to support future growth.
Development of Procure X and Smart Suite
Despite £16.2 billion in new MoD contracts last year, 39 per cent. went to
just 10 suppliers. SMEs remain largely excluded from the defence procurement
ecosystem, blocked by a risk-averse culture that currently favours incumbents.
RC Fornax views this as a structural inefficiency - one that stifles
innovation, slows capability insertion, and prevents agile, high-quality
providers from scaling.
To address this, RC Fornax is developing Procure X, an AI-powered marketplace,
which aims to connect verified SMEs with buyers in minutes, not months. The
Procure X marketplace is being developed as a self-serve ecosystem designed
for UK defence procurement, serving as a central hub for buyers to connect
with SMEs. It will seek to challenge traditional frameworks and indirect
procurement models, and the Board believes it will be scalable to other
industries and regions. The platform will leverage the following products that
the Company is developing:
• Smart Scope: automatically generates SoW, currently at MVP
stage. Clients can upload files, generate, approve, and update SoWs, and
produce team-based skill demand reports.
• Smart Team: replaces traditional CVs with digital skill
profiles. It evaluates project requirements and assembles qualified teams,
with features including substitutions, dynamic buyer opportunities. Enables
fully integrated SME-only solutions delivered by RC Fornax.
• Smart Bid: connects SME capabilities to framework and buyer
opportunities. Enables fully integrated SME-only solutions delivered by RC
Fornax.
By streamlining these steps, Procure X aims to materially reduce procurement
overheads and should enable faster, more transparent engagement across the
supply chain. It is the foundation of a new SME Alliance and a scalable
commercial model, positioning RC Fornax not just as a service provider, but as
a strategic orchestrator of capability, compliance, and sovereign resilience -
unlocking speed, trust and transformation across UK defence.
Use of proceeds
The Company is seeking to raise capital in order to take advantage of a UK
defence industry that is hindered by an outdated system. In light of the
Company's short and medium-term strategy and objectives, the expected
application of the net proceeds received by the Company pursuant to the
Fundraising is summarised as follows:
• develop the Procure X Marketplace and Smart Suite; and
• provide working capital support for upcoming contract
wins.
Looking ahead, RC Fornax expects improved financial performance in FY26 and
FY27, driven by a significant increase in customer engagement following
publication of the SDR that has created material new growth opportunities, as
well as the commercialisation of Procure X which the Directors believe will
supercharge growth.
The Board remains confident in the Company's strategic direction and its
ability to deliver sustainable growth and long-term shareholder value.
EIS / VCT
Although the Directors believe that the New Shares to be issued pursuant to
the Fundraising will be 'eligible shares' and will be capable of being a
qualifying holding for the purposes of investment by VCTs and will also
satisfy the conditions of section 173 of ITA for the purposes of the EIS and
the Directors are not aware of any subsequent change in the qualifying
conditions or the Company's circumstances that would prevent the New Shares
from being eligible for EIS and VCT investments on this occasion, neither the
Directors nor the Company nor Cavendish, nor any of their respective
directors, officers, employees, affiliates or advisers give any warranty or
undertaking or other assurance that relief will be available in respect of any
investment in the New Shares, nor do they warrant or undertake or otherwise
give any assurance that the Company will conduct its activities in a way that
qualifies for or preserves its status.
Admission
Application will be made for the New Shares to be issued pursuant to the
Fundraising to be admitted to trading on AIM, which is expected to take place
on or around 8.00 a.m. on 8 December 2025 (or such later date as the Company,
Strand Hanson and Cavendish may agree, but in any event not later than 8.00
a.m. on 19 December 2025).
Expected Timetable of Principal Events
2025
Announcement of the Placing 4.35 p.m. on 14 November
Announcement of the Retail Offer 4.40 p.m. on 14 November
Announcement of the results of the Placing 7.00 a.m. on 17 November
Announcement of the results of the Retail Offer 17 November
Publication and posting of the Circular 18 November
Latest time and date for receipt of online Proxy Votes or the completed Forms 10.00 a.m. on 3 December
of Proxy
Record Date 10.00 a.m. on 3 December
General Meeting 10.00 a.m. on 5 December
Announcement of the result of the General Meeting 5 December
Admission of the New Shares to trading on AIM and commencement of dealings 8.00 a.m. on 8 December
CREST accounts to be credited for the New Shares to be held in uncertificated 8 December
form
Dispatch of definitive share certificates for New Shares to be held in within 10 working days
certificated form of applicable Admission
Notes:
- Unless otherwise indicated, all times stated are London times.
- Each of the above times/dates is subject to change at the
absolute discretion of the Company, Strand Hanson and Cavendish.
- All events listed in the above timetable following the General
Meeting are conditional on, inter alia, the passing of the Resolutions at the
General Meeting.
IMPORTANT NOTICES
This Announcement has been issued by, and is the sole responsibility, of the
Company.
Strand Hanson, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority ("FCA"), is acting as nominated adviser and
financial adviser exclusively for the Company in connection with the Placing
and Admission and is not acting for any other person and will not be
responsible to any other person for providing the protections afforded to
customers of Strand Hanson, or for advising any other person in connection
with the Placing and Admission. The responsibilities of Strand Hanson, as
nominated adviser, are owed solely to the London Stock Exchange and are not
owed to the Company or the Directors or any other person. Strand Hanson is not
making any representation or warranty, express or implied, as to the contents
of this Announcement. Strand Hanson has not authorised the contents of, or any
part of, this Announcement, and no liability whatsoever is accepted by Strand
Hanson for the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information.
Cavendish, which is authorised and regulated in the United Kingdom by the FCA,
is acting as sole broker and bookrunner exclusively for the Company in
connection with the Placing and is not acting for any other person and will
not be responsible to any other person for providing the protections afforded
to customers of Cavendish, or for advising any other person in connection with
the Placing. Cavendish will not be responsible to any person other than the
Company for providing the protections afforded to clients of Cavendish or for
providing advice to any other person in connection with the Placing or any
acquisition of shares in the Company. Cavendish is not making any
representation or warranty, express or implied, as to the contents of this
Announcement. Cavendish has not authorised the contents of, or any part of,
this Announcement, and no liability whatsoever is accepted by Cavendish for
the accuracy of any information or opinions contained in this Announcement or
for the omission of any material information.
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. In particular, the Placing Shares
have not been, and will not be, registered under the United States Securities
Act of 1933 as amended or qualified for sale under the laws of any state of
the United States or under the applicable laws of any of Canada, Australia,
Japan, or the Republic of South Africa, and may not be offered or sold in the
United States or to, or for the account or benefit of, US persons (as such
term is defined in Regulation S under the Securities Act) or to any national,
resident or citizen of Canada, Australia, Japan, or the Republic of South
Africa.
The distribution or transmission of this Announcement and the offering of the
Placing Shares in certain jurisdictions other than the UK may be restricted or
prohibited by law or regulation. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company that would permit
an offering of such shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions. In particular, this
Announcement may not be distributed, directly or indirectly, in or into a
Restricted Jurisdiction. Overseas Shareholders and any person (including,
without limitation, nominees and trustees), who have a contractual or other
legal obligation to forward this Announcement to a jurisdiction outside the UK
should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company'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 Company's present and future
business strategies and the environment in which the Company 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 for Companies.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
This Announcement does not constitute a recommendation concerning any
investor's option with respect to the Placing. Each investor or prospective
investor should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement and
publicly available information.
The Placing Shares will not be admitted to trading on any stock exchange other
than the AIM market of the London Stock Exchange.
The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. By participating in the Placing,
each person who is invited to and who chooses to participate in the Placing by
making or accepting an oral and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on the terms and
subject to the conditions set out in this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
the Appendix.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.
Information to Distributors
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 Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of (a)
retail investors, (b) investors who meet the criteria of professional clients
and (c) eligible counterparties, each as defined in the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance Requirements
(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, Cavendish 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 Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
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 and (c) local implementing measures
(together the "EU Product Governance Requirements") and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to product approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by EU Product
Governance Requirements (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, Cavendish will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") 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 THE UNITED KINGDOM, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN
THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION, WHO (A) FALL
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR
(B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (2) IF IN MEMBER STATES OF
THE EEA, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(E) OF THE PROSPECTUS REGULATION; OR (3) PERSONS TO WHOM THEY MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE S IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN RC FORNAX PLC.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.
THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
This Announcement and/or the Placing and/or issue of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been taken by
the Company, Cavendish or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Cavendish
to inform themselves about and to observe any such restrictions.
This Announcement or any part of it are for information purposes only and do
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, the Republic
of South Africa or Japan or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in any such
jurisdiction.
In the United Kingdom, this Announcement is being directed solely at persons
in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission 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 offering in compliance with the
securities laws of any state, province or territory of Australia, Canada, the
Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom in which such offer, sale, re-sale or
delivery would be unlawful. EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement (or any part of it) should seek appropriate advice before taking
any action.
This Announcement should be read in its entirety.
By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation or (ii) email
correspondence, in either case between representatives of Cavendish to whom
the Placee's commitment is given and the relevant Placee, each Placee will be
deemed to have read and understood these Terms and Conditions in their
entirety, to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in these Terms and Conditions, and
to be irrevocably offering to participate and acquire Placing Shares on these
Terms and Conditions. Such offer shall be deemed to be accepted, and a
Placee shall become bound to acquire Placing Shares, when Cavendish 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
acquire the number of Placing Shares allocated to it at the Placing Price.
Each Placee irrevocably represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Company and Cavendish that:
1. it is a Relevant Person and that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in these Terms and Conditions;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) and agrees to
comply with the resale and transfer restrictions set out in these Terms and
Conditions; and
4. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and any account
referred to in paragraph 2 above) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or
other offering document has been or will be submitted to be approved by (i)
the Financial Conduct Authority ("FCA") or (ii) any competent authority of any
Relevant Member State, in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly announced through
a Regulatory Information Service (as defined in the AIM Rules) by or on behalf
of the Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth in writing
in any contract note sent to an individual Placee.
Each Placee, by participating in the Placing, agrees that the content of the
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of either Cavendish or the Company or any other person and
neither Cavendish, the Company nor any other person acting on such person's
behalf nor any of their respective affiliates has or shall have any liability
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this Announcement to be
legal, tax, business or other advice. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a product
approval process, which has determined that such Ordinary 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
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Cavendish will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Ordinary Shares.
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; and (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 Ordinary Shares
have been subject to a product approval process, which has determined that
such securities 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 Ordinary Shares
may decline and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary 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, Cavendish will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Ordinary Shares.
Each Distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.
Bookbuild
Following the release of this Announcement, Cavendish will commence an
accelerated bookbuilding process in respect of the Placing (the "Bookbuild")
to determine demand for participation in the Placing by the Placees. The
Bookbuild will open with immediate effect following release of this
Announcement. Members of the public are not entitled to participate in the
Placing. This Appendix gives details of the terms and conditions of, and the
mechanics of participating in, the Placing.
Cavendish and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute discretion,
determine.
Details of the Placing Agreement and the Placing Shares
Cavendish and Strand Hanson have entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set out in the
Placing Agreement, Cavendish, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued 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 of the
Placing Shares.
Application for admission to trading
Application(s) will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
It is expected that Admission will take place on 8 December 2025 and that
dealings in the Placing Shares on AIM will commence at the same time.
Principal terms of the Placing
1. Cavendish is acting as broker and bookrunner pursuant to
the Placing, as agent for and on behalf of the Company.
2. Participation in the Placing is by invitation only and will
only be available to persons who may lawfully be, and are, invited by
Cavendish to participate. Cavendish and any of its affiliates are entitled
to participate in the Placing as principal.
3. The Bookbuild, if successful, will establish the number of
Placing Shares which will be included in the Placing. The number of Placing
Shares and the aggregate proceeds to be raised through the Placing will be
agreed between Cavendish and the Company following completion of the
Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their
bid by telephone or in writing to their usual sale contact at Cavendish. Each
bid should state the number of Placing Shares with the prospective Placee to
acquire at the Placing Price. Bids in the Bookbuild may be scaled down by
Cavendish on the basis referred to in paragraph 9 below.
5. The Bookbuild is expected to close no later than 7.00 a.m.
on 17 November 2025, being the first Business Day after the date of this
Announcement, but may be closed earlier or later, at the absolute discretion
of Cavendish (after consultation with the Company). Cavendish may, in
agreement with the Company, accept bids that are received after the Bookbuild
has closed.
6. Each Placee's allocation will be confirmed to Placees
orally, or in writing (which can include email), by Cavendish and a trade
confirmation or contract note will be dispatched as soon as possible
thereafter, following the close of the Bookbuild. Cavendish's oral or written
confirmation will give rise to an irrevocable, legally binding commitment by
that Placee, in favour of Cavendish and the Company, under which it agrees to
acquire by subscription the number of Placing Shares allocated to it at the
Placing Price and otherwise on these Terms and Conditions. Except with the
consent of Cavendish and the Company, such commitment will not be capable of
variation or revocation.
7. The Placing Price is fixed at 6 pence per Placing Share and
is payable to Cavendish (as agent for the Company) by all Placees.
8. Each Placee's allocation and whether such Placee
participates in the Placing will be determined by agreement between Cavendish
and the Company and will be confirmed by Cavendish.
9. Subject to paragraphs 3 and 4 above, Cavendish may choose
to accept bids, either in whole or in part, on the basis of allocations
determined at the discretion of Cavendish and the Company and may scale down
any bids for this purpose on such basis as they may determine or be directed.
Cavendish reserves the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event that the Placing is oversubscribed.
Cavendish also reserves the right not to accept offers to subscribe for
Placing Shares or to accept such offers in part rather than in whole. The
acceptance and, if applicable, scaling back of offers shall be at the absolute
discretion of Cavendish and the Company.
10. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on the Placee
on behalf of which it is made and, except with Cavendish's and the Company's
consent, will not be capable of variation or revocation after the time in
which it is submitted.
11. Except as required by law or regulation, no press release or
other announcement will be made by Cavendish or the Company using the name of
any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, in each case on the basis explained below under "Registration and
settlement".
13. All obligations under the Bookbuild and the Placing will be
subject to fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing".
14. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate only in
the circumstances described below and will not be capable of rescission or
termination by the Placee.
15. To the fullest extent permissible by law and applicable FCA
rules, neither:
(a) Cavendish;
(b) any of its affiliates, agents, advisers, directors,
officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with Cavendish as defined in FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of Cavendish),
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, Cavendish nor any of its affiliates
shall have any liability (including, to the extent permissible by law, any
fiduciary duties) in respect of Cavendish's conduct of the Bookbuild or of
such alternative method of effecting the Placing as Cavendish and the Company
may agree.
Registration and settlement
By participating in the Placing, each Placee will be deemed to agree that it
will do all things necessary to ensure that delivery and payment is completed
as directed by Cavendish in accordance with either the standing CREST or
certificated settlement instructions which they have in place with Cavendish.
Settlement of transactions in the Placing Shares (ISIN: GB00BTTQ2F04)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST will be on a delivery versus
payment basis ("DVP") unless otherwise notified by Cavendish and is expected
to occur on the date of Admission.
However, in the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the Placing, the
Company and Cavendish may agree that the Placing Shares (or any of them)
should be issued in certificated form. Cavendish reserves the right to
require settlement for any of the Placing Shares, and to deliver any of the
Placing Shares to any Placees, by such other means as they deem necessary if
delivery or settlement to any Placee is not practicable within the CREST
system or would not be consistent with regulatory requirements in the
jurisdiction in which a Placee is located.
Subject to the paragraph below, the Company will deliver the relevant Placing
Shares in accordance with the Placing Agreement, to a CREST account operated
by Cavendish as agent for the Company and Cavendish will enter its delivery
(DEL) instruction into the CREST system. Cavendish will hold any Placing
Shares delivered to this account as nominee for the relevant Placees procured
by it. 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.
If agreed in advance between a Placee ("Certificated Placee") and Cavendish,
and notified in advance by Cavendish to the Company, the Company will (subject
to the remainder of this paragraph) arrange for delivery of a share
certificate in the name of the Certificated Placee for the relevant Placing
Shares. Funds must be received by Cavendish from the Certificated Placees at
least three days prior to the date of Admission. Subject to receipt of the
relevant funds by Cavendish and subject and conditional upon Admission, the
Company shall arrange for delivery of the relevant share certificate to the
relevant Certificated Placee. In the event that Admission does not become
effective by the Long Stop Date, any funds received by Cavendish from any
Certificated Placee shall be returned, without interest, to the relevant
drawee bank account.
Interest is chargeable daily on payments not received from Placees on or
before the due date in accordance with the arrangements set out above, in
respect of either CREST or certificated deliveries, at the rate of 3
percentage points above prevailing base rate of Barclays Bank plc as
determined by Cavendish.
Each Placee is deemed to agree that if it does not comply with these
obligations, Cavendish may sell any or all of their Placing Shares on their
behalf and retain from the proceeds, for Cavendish's own 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 Placing Price and for any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of its Placing
Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, any relevant contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United Kingdom
stamp duty or stamp duty reserve tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Cavendish and Strand Hanson under the Placing Agreement
are, and the Placing of the Placing Shares is, conditional upon, inter alia:
(a) the Resolutions having been passed, without amendment not
approved by Cavendish or Strand Hanson by the required majority at the General
Meeting; and
(b) Admission having occurred not later than 8.00 a.m. on 8
December 2025 or such later date as the Company, Cavendish and Strand Hanson
may agree, but in any event not later than 8.00 a.m. on the Long Stop Date.
Once Admission has occurred, no party to the Placing Agreement shall be able
to terminate any part of the Placing Agreement which relates to Admission
and/or the Placing, allotment or issue of the Placing Shares.
All conditions to the obligations of Cavendish included in the Placing
Agreement are together referred to in these Terms and Conditions as the
"conditions".
If any of the conditions are not fulfilled or, where permitted, waived in
accordance with the Placing Agreement within the stated time periods (or such
later time and/or date as the Company and Cavendish or Strand Hanson may
agree), or the Placing Agreement is terminated in accordance with its terms,
the Placing (or such part of it as may then remain to be completed) will lapse
and the Placee's rights and obligations shall cease and terminate at such time
and each Placee agrees that no claim can be made by or on behalf of the Placee
(or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the Placing" below and will not be capable of rescission
or termination by it.
Cavendish and Strand Hanson may, in their absolute discretion and upon such
terms as they think fit, waive fulfilment of certain conditions in the Placing
Agreement in whole or in part, or extend the time provided for fulfilment of
one or more conditions, save that certain conditions (including as regards the
Placing Shares the condition relating to Admission referred to in paragraph
(b) above) may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in these Terms and Conditions.
Cavendish or Strand Hanson may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Cavendish, Strand Hanson nor any of its affiliates, agents, advisers,
directors, officers or employees nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision any of them may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition to the Placing (or any part thereof) nor for any decision any of
them may make as to the satisfaction of any condition or in respect of the
Placing generally (or any part thereof) and by participating in the Placing
each Placee agrees that any such decision is within the absolute discretion of
Cavendish and Strand Hanson.
Termination of the Placing
Cavendish or Strand Hanson may, in their absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to Admission if, inter
alia:
(a) the Company fails to comply with any of its obligations
under the Placing Agreement or it commits a breach of the rules and
regulations of the FCA and/or London Stock Exchange and/or the AIM Rules,
FSMA, MAR or any other applicable law; or
(b) it comes to the notice of Cavendish or Strand Hanson that
any statement contained in the Placing Documents were untrue, incorrect or
misleading at the date of such document in any respect which Cavendish or
Strand Hanson considers to be material in the context of the Placing; or
(c) it comes to the notice of Cavendish or Strand Hanson
that any statement contained in any of the Placing Documents have become
untrue, incorrect or misleading in any respect which Cavendish or Strand
Hanson considers to be material in the context of the Placing or any matter
which Cavendish or Strand Hanson considers to be material in the context of
the Placing has arisen which would, if the Placing were made at that time,
constitute a material omission therefrom; or
(d) it comes to the notice of Cavendish or Strand Hanson that
any of the Warranties given by the Company was not at the date of this
Agreement true and accurate in any respect which Cavendish or Strand Hanson
considers to be material in the context of the Placing by reference to the
facts subsisting at the time when the notice referred to below is given; or
(e) it comes to the notice of Cavendish or Strand Hanson
that a matter has arisen which is likely to give rise to a claim under any of
the indemnities given by the Company in Clause 9 of the Placing Agreement
which Cavendish or Strand Hanson considers to be material in the context of
the Placing by reference to the facts subsisting at the time when the notice
referred to below is given; or
(f) any of the Warranties, given by the Company by reference
to the circumstances prevailing from time to time has ceased to be true and
accurate in any respect which Cavendish or Strand Hanson considers to be
material in the context of the Placing by reference to the facts subsisting at
the time when the notice is given.
Cavendish or Strand Hanson may also, after having to the extent practicable in
the circumstances consulted with the Company, give notice in writing to the
Company prior to Admission to rescind the Placing Agreement in certain
circumstances, including where there is a general moratorium on commercial
banking activities in London or the outbreak or escalation of hostilities
involving the United Kingdom.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in these Terms and Conditions shall cease and terminate at such time and no
claim can be made by any Placee in respect thereof.
By participating in the Bookbuild, each Placee agrees with the Company,
Cavendish and Strand Hanson that the exercise by the Company, Cavendish or
Strand Hanson of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Company, Cavendish or Strand Hanson or for agreement between the
Company, Cavendish and Strand Hanson and that neither the Company, Cavendish
or Strand Hanson need make any reference to such Placee and that none of the
Company, Cavendish, Strand Hanson nor any of their respective affiliates,
agents, advisers, directors, officers or employees shall have any liability to
such Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By agreeing with Cavendish as agent of the Company to subscribe for Placing
Shares under the Placing, a Placee (and any person acting on a Placee's
behalf) will irrevocably acknowledge and confirm and warrant and undertake to,
and agree with, each of the Company, Cavendish and Strand Hanson, in each case
as a fundamental term of such Placee's application for Placing Shares and of
the Company's obligation to allot and/or issue any Placing Shares to it or at
its direction, that its rights and obligations in respect of the Placing (or
any part of it) will terminate only in the circumstances described above and
under the "Conditions of the Placing" section above and will not be capable of
rescission or termination by it in any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and
agrees (for itself and for any such prospective Placee) that (save where
Cavendish expressly agrees in writing to the contrary):
1. it has read and understood these Terms and Conditions in
their entirety and that its acquisition of the Placing Shares is subject to
and based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the Placing, the
Company, the Placing Shares or otherwise, other than the information contained
in the Announcement and the Publicly Available Information;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus or other
offering document:
(a) is required under any applicable law; and
(b) has been or will be prepared in connection with the Placing,
3. and, in particular, that the Retail Offer referred to in
the Announcement and the Circular relating thereto are separate from the
Placing and do not form part of any offer or agreement concerning the Placing
and/or any Placing Shares;
4. the Ordinary Shares are admitted to trading on AIM, and
that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and MAR), which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information concerning
any other publicly traded company, without undue difficulty;
5. it has made its own assessment of the Placing Shares and
the terms of the Placing and has relied on its own investigation of the
business, financial position and other aspects of the Company in accepting a
participation in the Placing and neither Cavendish, Strand Hanson nor the
Company nor any of their respective affiliates, agents, advisers, directors,
officers or employees nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company or any other person other than the information in the
Announcement and these Terms and Conditions or the Publicly Available
Information; nor has it requested Cavendish, Strand Hanson, the Company, any
of their respective affiliates, agents, advisers, directors, employees or
officers or any person acting on behalf of any of them to provide it with any
such information;
6. neither Cavendish, Strand Hanson nor any person acting on
behalf of them nor any of its affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly Available
Information, or any representation relating to the Company, provided that
nothing in the Terms and Conditions excludes the liability of any person for
any fraudulent misrepresentation made by that person;
7.
(a) the only information which it is entitled to rely on and on
which it has relied in committing to acquire the Placing Shares is contained
in the Announcement and the Publicly Available Information, such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on the Announcement and the
Publicly Available Information;
(b) neither Cavendish, Strand Hanson, nor any of its respective
affiliates, agents, directors, officers or employees have made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of any documentation issued by the Company in connection with the
Placing or the Publicly Available Information;
(c) it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the information is still
current and relied on that investigation for the purposes of its decision to
participate in the Placing; and
(d) it has not relied on any investigation that Cavendish,
Strand Hanson or any person acting on their behalf may have conducted with
respect to the Company, the Placing or the Placing Shares;
8. the content of the Announcement and the other Publicly
Available Information as well as any information made available (in written or
oral form) in presentations or as part of roadshow discussions with investors
relating to the Company (the "Information") has been prepared by and is
exclusively the responsibility of the Company and that Cavendish, Strand
Hanson nor any persons acting on its behalf is responsible for or has or shall
have any liability for any such Information, representation, warranty or
statement relating to the Company contained in therein nor will they be liable
for any Placee's decision to participate in the Placing based on any
Information or any representation, warranty or statement contained therein or
otherwise. Nothing in these Terms and Conditions shall exclude any liability
of any person for fraudulent misrepresentation;
9. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges and agrees that it will pay
the total subscription amount in accordance with these Terms and Conditions by
the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other Placees or sold at such price as Cavendish
determines;
10. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will honour such
obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in these Terms and Conditions) under those laws or otherwise
and complied with all necessary formalities to enable it to enter into the
transactions contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment company it
is aware of and acknowledges it is required to comply with all applicable laws
and regulations with respect to its acquisition of Placing Shares;
11. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of the
Prospectus Regulation and Regulation 5(1) of the UK Prospectus Regulation:
(a) 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 in circumstances where either the Prospectus Regulation or the
UK Prospectus Regulation applies to, persons in any Relevant Member State or
in the UK other than Qualified Investors (as defined under the Prospectus
Regulation or the UK Prospectus Regulation respectively) in circumstances in
which the prior consent of Cavendish has not been given to the offer or
resale; or
(b) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or in the UK other than EU or UK
Qualified Investors (as defined under the Prospectus Regulation or the UK
Prospectus Regulation respectively), the offer of those Placing Shares to it
is not treated under the Prospectus Regulation or the EU Prospectus Regulation
as having been made to such persons;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a resident
of, or have an address in, or be subject to the laws of, Australia, Canada,
the Republic of South Africa or Japan, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or otherwise qualified
under the securities legislation of Australia, Canada, the Republic of South
Africa or Japan and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
13. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the United States
and acquiring the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S under the Securities Act;
14. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be offered, sold
or resold in or into or from the United States; and no representation is being
made as to the availability of any exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
15. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act;
16. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those terms are
defined in the Securities Act) or any "directed selling efforts" (as such term
is defined in Regulation S under the Securities Act);
17. it will not distribute, forward, transfer or otherwise
transmit these Terms and Conditions and/or the Announcement or any part of
them, or any other presentational or other materials concerning the Placing in
or into or from the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
18. neither Cavendish, not its respective affiliates or any
person acting on behalf of any of it is making any recommendations to it or
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of either of Cavendish and that
Cavendish have no duties or responsibilities to it for providing the
protections afforded to their respective clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
19. it will make payment to Cavendish for the Placing Shares
allocated to it in accordance with these Terms and Conditions on or by the
specified time (being the date of Admission), failing which the relevant
Placing Shares may be placed with others on such terms as Cavendish determines
in its absolute discretion without liability to the Placee and it will remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in these Terms and Conditions) which may
arise upon the sale of such Placing Shares on its behalf;
20. 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 Cavendish 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;
21. no action has been or will be taken by any of the Company,
Cavendish or any person acting on behalf of the Company or Cavendish that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such action for that
purpose is required;
22. the person who it specifies for registration as holder of
the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be;
23. neither Cavendish nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax payable on the
acquisition of the Placing Shares. Each Placee and any person acting on behalf
of such Placee agrees to acquire Placing Shares pursuant to the Placing and
agrees to indemnify the Company and Cavendish in respect of the same on the
basis that the Placing Shares will be allotted to a CREST stock account of
Cavendish or transferred to a CREST stock account of Cavendish who will hold
them as nominee on behalf of the Placee until settlement in accordance with
its standing settlement instructions with it;
24. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it, or the person
specified by it for registration as holder of Placing Shares, is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
25. it will (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;
26. as far as it is aware it is not acting in concert (within
the meaning given in The City Code on Takeovers and Mergers) with any other
person in relation to the Company, save as previously disclosed to Cavendish;
27. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article 19(5) and/or
49(2) of the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
28. 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;
29. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of FSMA)
relating to 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 neither these Terms and Conditions nor the
Announcement has not been approved by Cavendish in its capacity as an
authorised person under section 21 of FSMA and it may not therefore be subject
to the controls which would apply if it was made or approved as financial
promotion by an authorised person;
30. it has complied and it will comply with all applicable laws
in any jurisdiction with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all relevant provisions of FSMA in
respect of anything done in, from or otherwise involving the United Kingdom);
31. 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, any person save in circumstances in
which the express prior written consent of Cavendish has been given to the
offer or resale;
32. if it has received any inside information (for the purposes
of the MAR and/or section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of the
Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
33. neither Cavendish, Strand Hanson, the Company nor any of
their respective affiliates, agents, advisers, directors, officers or
employees nor any person acting on behalf of Cavendish, Strand Hanson the
Company nor their respective affiliates, agents, advisers, directors, officers
or employees nor any person acting on behalf of any of them is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor providing
advice in relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance of any of
Cavendish's or Strand Hanson's rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;
34. Cavendish and its respective affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the Placing Shares,
any other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in the Announcement
and/or these Terms and Conditions to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as including any
offer to, or subscription, acquisition or dealing by, Cavendish and/or any of
its respective affiliates acting as an investor for its or their own
account(s). Cavendish nor the Company intend to disclose the extent of any
such investment or transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
35. it:
(a) has complied, and will comply, with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017;
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(all such statutes, rules and regulations referred to in this paragraph 36
together, the "Regulations") and if making payment on behalf of a third party,
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and it has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to Cavendish such evidence, if any, as to the identity or location or
legal status of any person which they may request from it in connection with
the Placing (for the purpose of complying with the Regulations or ascertaining
the nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by Cavendish on the
basis that any failure by it to do so may result in the number of Placing
Shares that are to be acquired by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Cavendish may decide at
their discretion;
36. in order to ensure compliance with the Regulations,
Cavendish (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 Cavendish or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Cavendish's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Cavendish's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity Cavendish (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, either Cavendish 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;
37. its commitment to acquire Placing Shares on the Terms and
Conditions will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or Cavendish's conduct of the Placing;
38. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
39. it irrevocably appoints any duly authorised officer of
Cavendish as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares which it agrees
to acquire upon these Terms and Conditions;
40. the Company, Cavendish and others (including each of their
respective affiliates, agents, advisers, directors, officers and employees)
will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements, which are given to Cavendish on
its own behalf and on behalf of the Company and are irrevocable;
41. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for one or more
investor accounts, it is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
42. time is of the essence as regards its obligations under
these Terms and Conditions;
43. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by Cavendish;
44. it will be bound by the terms of the articles of association
of the Company;
45. the Placing Shares will be issued subject to these Terms and
Conditions; and
46. these Terms and Conditions and all documents into which
these Terms and Conditions are incorporated by reference or of which they
otherwise validly form a part and/or any agreements entered into pursuant to
these Terms and Conditions and all agreements to acquire Placing Shares
pursuant to the Placing will be governed by and construed in accordance with
English law and it submits to the exclusive jurisdiction of the English courts
in relation to any claim, dispute (contractual or otherwise) or matter 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 interest chargeable thereon) may be taken by the Company or Cavendish in
any jurisdiction in which the relevant Placee is incorporated or in which any
of its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each
of its 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 these
Terms and Conditions or incurred by Cavendish, the Company or any of their
respective affiliates, agents, directors, officers or employees arising from
the performance of the Placee's obligations as set out in these Terms and
Conditions, and further agrees that the provisions of these Terms and
Conditions shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, directly by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Cavendish shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify Cavendish
accordingly. In addition, Placees should note that they will be liable for any
capital duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each Placee, or the
Placee's nominee, in respect of whom (or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Cavendish in the event that any of the
Company and/or Cavendish have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and undertakings contained
in these Terms and Conditions are given to Cavendish and Strand Hanson and on
behalf of the Company and are irrevocable.
Cavendish is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing, and Cavendish 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 these Terms and Conditions.
Each Placee and any person acting on behalf of the Placee acknowledges that
neither Cavendish nor Strand Hanson owes any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings,
acknowledgements, agreements or indemnities in the Placing Agreement.
The provisions of these Terms and Conditions may be varied, waived or modified
as regards specific Placees or on a general basis by Cavendish and Strand
Hanson provided always that such variation, waiver or modification is not
materially prejudicial to the interests of the Company.
In the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these Terms and Conditions are to each of such Placees and such
joint Placees' liability is joint and several.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Cavendish may (at its absolute discretion) satisfy their
obligations to procure Placees by themselves agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Cavendish, any money held in an account with Cavendish on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under FSMA. Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules: as a consequence this money
will not be segregated from Cavendish's money in accordance with the client
money rules and will be held by it under a banking relationship and not as
trustee.
In these Terms and Conditions any words following the terms "including",
"include", "in particular", "for example" or any similar expression shall be
construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
References to time in the Terms and Conditions are to London time, unless
otherwise stated.
All times and dates in these Terms and Conditions may be subject to amendment.
Placees will be notified of any changes.
No statement in the Announcement or these Terms and Conditions is intended to
be a profit forecast or estimate, and no statement in the Announcement or
these Terms and Conditions 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.
Each Placee may be asked to disclose in writing or orally to Cavendish and,
if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3. such other "know your client" information as Cavendish may
reasonably request.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of,
these Terms and Conditions.
DEFINITIONS
The following definitions apply in this Announcement:
Admission means admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
AIM means the market of that name operated by the London Stock Exchange;
AIM Rules means the AIM Rules for Companies and including, where applicable, any
guidance notes published by the London Stock Exchange from time to time;
Announcement this announcement regarding the Fundraising, including the Terms and
Conditions in Appendix I;
Board or the Directors means the board of directors of the Company or a duly authorised committee
thereof;
Bookbuild means the accelerated bookbuilding process to be commenced by Cavendish to use
reasonable endeavours to procure Placees for the Placing Shares, as described
in this Announcement and subject to the terms and conditions set out in this
Announcement and the Placing Agreement;
Cavendish means Cavendish Capital Markets Limited, whose registered office is at 1
Bartholomew Close, London EC1A 7BL;
Circular means the circular to be posted to members of the Company on or about 18
November 2025 enclosing the Notice of General Meeting;
Company RC Fornax Plc registered in England and Wales under number 12795371 whose
registered office is at 220 Aztec West, Almondsbury, Bristol, England, BS32
4SY;
CREST means the settlement system which enables title to securities to be evidenced
and transferred in dematerialised form of which Euroclear is the Operator;
EIS the Enterprise Investment Scheme as detailed in Part V of the Income Tax
Act 2007;
Euroclear Euroclear UK & International Limited;
FSMA means the Financial Services and Markets Act 2000 (as amended) including any
regulations made pursuant thereto;
Fundraising the Placing and the Retail Offer;
General Meeting means the general meeting of the shareholders of the Company to be held at
Gowling WLG (UK) LLP of 4 More London Riverside, London, SE1 2AU at 10.00 a.m.
on 5 December 2025;
Intermediaries any financial intermediary that is appointed in connection with the Retail
Offer and "Intermediary" shall mean any one of them;
Issue Price 6 pence per New Share;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 19 December 2025;
MAR means the Market Abuse Regulation (EU No. 596/2014) and relevant technical
standards relating thereto, as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended;
MoD the Ministry of Defence;
MVP a Minimum Viable Product;
New Shares means the Placing Shares and the Retail Offer Shares (if any);
Notice of General Meeting means the notice convening the General Meeting at which the Resolutions will
be proposed;
Operator has the meaning ascribed to it in the Regulations;
Ordinary Shares ordinary shares of £0.0025p each in the capital of the Company;
Placees means persons procured by Cavendish to subscribe for the Placing Shares in
accordance with the provisions of the Placing Agreement and the Terms and
Conditions;
Placing the conditional placing of the Placing Shares by Cavendish on behalf of the
Company at the Placing Price, in accordance with the Placing Agreement;
Placing Agreement the conditional placing agreement relating to the Placing of the Placing
Shares between the Company, Cavendish and Strand Hanson;
Placing Documents the documents to be entered into in connection with the Placing as set out in
the Placing Agreement;
Placing Price 6 pence per Placing Share;
Placing Shares the new Ordinary Shares to be issued by the Company to Placees for cash in
connection with the Placing;
the Company's marketplace platform designed as a self-serve ecosystem for
Procure X defence procurement in the UK, which is in development, as further detailed in
this announcement
Publicly Available Information information publicly announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement;
Prospectus Regulation means Regulation 2017/1129 of the European Parliament and of the Council (as
amended);
Regulation S Regulation S under the Securities Act;
Regulations means the Uncertificated Securities Regulations 2001 (SI 2001) No. 3755 (as
amended);
Regulatory Information Service means a service approved by the London Stock Exchange for the distribution to
the public of regulatory announcements in accordance with the AIM Rules;
Relevant Member State a member state of the European Economic Area which has implemented the
Prospectus Regulation;
Resolutions the resolutions to be proposed at the General Meeting as set out in the Notice
of General Meeting;
RetailBook Agreement means the agreement to be entered into between the Retail Offer Coordinator
and the Company in connection with the Retail Offer;
RetailBook Platform the RetailBook Platform operated by Retail Book Limited;
Retail Investors means retail investors who are resident in the United Kingdom and are a
customer of an Intermediary who agree conditionally to subscribe for Retail
Offer Shares in the Retail Offer;
Retail Offer means the offer of Retail Offer Shares to Retail Investors and current
shareholders, through Intermediaries on the RetailBook Platform, on the terms
of the RetailBook Agreement and the Retail Offer Documents;
Retail Offer Documents the RetailBook Agreement, the Retail Offer Launch Announcement, the Retail
Offer Results Announcement and any other documents issued in connection with
the Retail Offer by or on behalf of the Company;
Retail Offer Launch Announcement the press announcement in the agreed form giving details, inter alia, of the
Retail Offer;
Retail Offer Period the period beginning on the time and date when the Retail Offer opens and
ending on the latest time and date for commitments under the Retail Offer as
further described in the Retail Offer Launch Announcement
Retail Offer Results Announcement means the press announcement in the agreed form to be made by the Company
following the end of the Retail Offer Period setting out, inter alia, details
of the number of Retail Offer Shares;
Retail Offer Shares means the new Ordinary Shares to be issued by the Company to Retail Investors
(if any) at the Placing Price pursuant to the Retail Offer as set out in the
Retail Offer Launch Announcement;
Resolutions means the shareholder resolutions set out in the Notice of General Meeting to
be proposed at the General Meeting to, inter alia, grant the Directors the
authority to allot and issue the New Shares on a non-pre-emptive basis;
Shareholders holders of Ordinary Shares;
Smart Suite the Company's Smart Scope, Smart Team and Smart Bid products, which are in
development and further detailed in this announcement
Strand Hanson Strand Hanson Limited, whose registered office is at 26 Mount Row, London W1K
3SQ
Terms and Conditions these terms and conditions to the Placing as appended to the Announcement;
UK Prospectus Regulation means Regulation 2017/1129 of the European Parliament and of the Council, as
it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018
(as amended);
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
United States or US the United States of America, its territories and possessions, any state of
the United States and the District of Columbia;
VCT venture capital trust; and
Warranties the warranties given by the Company to Cavendish and Strand Hanson in the
Placing Agreement.
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