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Last Trade - 23/05/19

Sector
Industrials
Size
Micro Cap
Market Cap £n/a
Enterprise Value £n/a
Revenue £37.8m
Position in Universe th / 1826

Redhall Group PLC - Proposed Placing and Debt Conversion - Part 2

Wed 14th June, 2017 7:01am
- Part 2: For the preceding part double click  ID:nRSN0051Ia 

 
10. that it is not a national or resident of Canada, Australia, South Africa
or Japan or a corporation, partnership or other entity organised under the
laws of Canada, Australia, the Republic of South Africa or Japan and that it
will not offer, sell, renounce, transfer or deliver, directly or indirectly,
any of the Placing Shares in Canada, Australia, the Republic of South Africa
or Japan or to or for the benefit of any person resident in Canada, Australia,
the Republic of South Africa or Japan and each Placee acknowledges that the
relevant exemptions are not being obtained from the Securities Commission of
any province of Canada, that no document has been or will be lodged with,
filed with or registered by the Australian Securities and Investments
Commission or Japanese Ministry of Finance and that the Placing Shares are not
being offered for sale and may not be, directly or indirectly, offered, sold,
transferred or delivered in or into Canada, Australia, the Republic South
Africa or Japan; 
 
11. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person; 
 
12. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States or to any US persons (as that term is defined in
Regulation S); 
 
13. that it is entitled to subscribe for and/or purchase Placing Shares under
the laws of all relevant jurisdictions which apply to it and that it has fully
observed such laws and obtained all governmental and other consents which may
be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company, GCA Altium or WH Ireland or any of their respective directors,
officers, employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance; 
 
14. that it has obtained all necessary consents and authorities to enable it
to give its commitment to subscribe for and/or purchase the Placing Shares and
to perform its subscription and/or purchase obligations; 
 
15. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this appendix and the announcement of which it forms part; and (c) to receive
on its behalf any investment letter relating to the Placing in the form
provided to it by WH Ireland; 
 
16. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49 (high net worth
companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business; 
 
17. that, unless otherwise agreed by WH Ireland, it is a qualified investor
(as defined in section 86(7) of the Financial Services and Markets Act 2000,
as amended ("FSMA")); 
 
18. that, unless otherwise agreed by WH Ireland, it is a "professional client"
or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's
Conduct of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution; 
 
19. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person; 
 
20. that any money held in an account with each of WH Ireland (or its nominee)
on its behalf and/or any person acting on its behalf will not be treated as
client money within the meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from WH Ireland's (or its nominee's) money in
accordance with such client money rules and will be used by WH Ireland in the
course of its own business and each Placee will rank only as a general
creditor of WH Ireland; 
 
21. that it will (or will procure that its nominee will) if applicable, make
notification to the Company of the interest in its ordinary shares in
accordance with the Disclosure Guidance and Transparency Rules published by
the FCA; 
 
22. that it is not, and it is not acting on behalf of, a person falling within
subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections
(2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act
1986; 
 
23. that it is not relying on any representations or warranties or agreements
by the Company, GCA Altium, WH Ireland or by any of their respective
directors, employees or agents or any other person except as set out in the
express terms of this letter; 
 
24. that it will not deal or cause or permit any other person to deal in all
or any of the Placing Shares which it is subscribing for and/or purchasing
under the Placing unless and until Admission becomes effective; 
 
25. that it appoints irrevocably any director of WH Ireland as its agent for
the purpose of executing and delivering to the Company and/or its registrars
any document on its behalf necessary to enable it to be registered as the
holder of the Placing Shares; 
 
26. that, 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; 
 
27. that this Announcement does not constitute a securities recommendation or
financial product advice and that neither WH Ireland, GCA Altium nor the
Company has considered its particular objectives, financial situation and
needs; 
 
28. that it is aware that it may be required to bear, and it, and any accounts
for which it may be acting, are able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing; 
 
29. that it will indemnify and hold the Company, GCA Altium and WH Ireland and
their respective affiliates 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 in this Appendix and further
agrees that the Company, GCA Altium and WH Ireland will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or accurate,
the Placee shall promptly notify WH Ireland, GCA Altium and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee, pursuant to this Announcement (including this Appendix) are given to
WH Ireland and GCA Altium for themselves and on behalf of the Company and will
survive completion of the Placing and Admission; 
 
30. that time shall be of the essence as regards obligations pursuant to this
Appendix; 
 
31. that it is responsible for obtaining any legal, tax and other advice that
it deems necessary for the execution, delivery and performance of its
obligations in accepting the terms and conditions of the Placing, and that it
is not relying on the Company, GCA Altium or WH Ireland to provide any legal,
tax or other advice to it; 
 
32. that all dates and times in this Announcement (including this Appendix)
may be subject to amendment and that WH Ireland shall notify it of such
amendments; 
 
33. that (i) it has complied with its obligations under the Criminal Justice
Act 1993, Part VIII of FSMA and MAR, (ii) in connection with money laundering
and terrorist financing, it has complied with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 and the Money Laundering Regulations 2007 and (iii) it
is not a person: (a) with whom transactions are prohibited under the 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; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to WH Ireland such
evidence, if any, as to the identity or location or legal status of any person
which WH Ireland may request from it in connection with the Placing (for the
purpose of complying with such 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 WH Ireland on the basis that any failure
by it to do so may result in the number of Placing Shares that are to be
subscribed for and/or purchased by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as WH Ireland may decide in
its absolute discretion; 
 
34. that it will not make any offer to the public of those Placing Shares to
be subscribed for and/or purchased by it for the purposes of the Prospectus
Rules made by the FCA pursuant to Commission Regulation (EC) No. 809/2004; 
 
35. that it will not distribute any document relating to the Placing Shares
and it will be acquiring the Placing Shares for its own account as principal
or for a discretionary account or accounts (as to which it has the authority
to make the statements set out herein) for investment purposes only and it
does not have any contract, understanding or arrangement with any person to
sell, pledge, transfer or grant a participation therein to such person or any
third person with respect of any Placing Shares; save that that if it is a
private client stockbroker or fund manager it confirms that in purchasing the
Placing Shares it is acting under the terms of one or more discretionary
mandates granted to it by private clients and it is not acting on an execution
only basis or under specific instructions to purchase the Placing Shares for
the account of any third party. 
 
36. that it acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions shall be governed by
and construed in accordance with the laws of England and Wales and it submits
(on behalf of itself and on behalf of any person on whose behalf it is acting)
to the exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company, GCA Altium or WH Ireland 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; 
 
37. that any documents sent to Placees will be sent at the Placees' risk. They
may be sent by post to such Placees at an address notified to WH Ireland; 
 
38. that neither WH Ireland nor GCA Altium owes fiduciary or other duties to
any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement; 
 
39. that WH Ireland or GCA Altium or any of their respective affiliates may,
at their absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares; 
 
40. that no prospectus or offering document has been or will be prepared in
connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares; and 
 
41. that it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting its invitation to
participate in the Placing. 
 
The Company, GCA Altium, WH Ireland and their respective affiliates will rely
upon the truth and accuracy of each of the foregoing representations,
warranties, acknowledgements and undertakings which are given to WH Ireland
and GCA Altium for itself and on behalf of the Company and are irrevocable. 
 
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by WH Ireland. 
 
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for 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 relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company, GCA Altium or WH Ireland will be
responsible, and the Placee to whom (or on behalf 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company, GCA Altium and WH Ireland in
the event that any of the Company, GCA Altium and/or WH Ireland has incurred
any such liability to UK stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify WH Ireland
accordingly. 
 
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares. 
 
All times and dates in this Announcement (including this Appendix) may be
subject to amendment. WH Ireland shall notify the Placees and any person
acting on behalf of the Placees of any changes. 
 
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by WH Ireland or GCA Altium or by any of their respective affiliates
or agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed. 
 
DEFINITIONS 
 
The following definitions apply throughout this Announcement unless the
context otherwise requires: 
 
 ''Admission''                                                the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules                                                                          
 ''AIMRules''                                                 the AIM Rules for Companies published by the London Stock Exchange from time to time                                                                                                    
 ''AIM''                                                      the market of that name operated by the London Stock Exchange                                                                                                                           
 "Announcement"                                               this announcement                                                                                                                                                                       
 "Articles"                                                   the articles of association of the Company (as amended from time to time)                                                                                                               
 "BusinessDay"                                                any day on which banks are usually open for business in England and Wales for the transaction of sterling business, other than a Saturday, Sunday or public holiday                     
 "Neville Registrars"                                         a trading name of Neville Registrars Limited                                                                                                                                            
 "certificated" or "incertificated form"                      an Existing Ordinary Share or an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST)                                      
 "Circular"                                                   the circular in relation to the Transaction expected to be dispatched to Shareholders today                                                                                             
 "ClosingPrice"                                               the closing middle market price of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange                                  
 "Company"or"Redhall"                                         Redhall Group plc                                                                                                                                                                       
 "CompaniesAct"                                               the Companies Act 2006, as amended                                                                                                                                                      
 "ConversionShares"                                           the 37,500,000 New Ordinary Shares arising from the Debt Conversion                                                                                                                     
 "CREST"                                                      the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)                                               
 "DebtConversion"                                             the conversion of £3.75 million of the LOIM Debt as consideration for the issue of the Conversion Shares at the Issue Price                                                             
 "DebtConversionAgreement"                                    the agreement between LOIM and the Company dated 14 June 2017 in relation to the Debt Conversion]                                                                                       
 "Directors''or''Board''                                      the directors of the Company or any duly authorised committee thereof                                                                                                                 
 ''Enlarged IssuedShareCapital''                              the Ordinary Shares in issue immediately following Admission, comprising the Ordinary Shares and the New Ordinary Shares                                                              
 "ExistingOrdinaryShares" or "Existing Issued Share Capital"  the 200,050,684 ordinary shares of 0.01 pence each in the capital of the Company in issue at the date of this Announcement                                                            
 "GCA Altium"                                                 GCA Altium Limited, nominated adviser and financial adviser to the Company                                                                                                            
 "GeneralMeeting"                                             the general meeting of the Company to be convened for 11.00 a.m. on 30 June 2017                                                                                                      
 ''Group'' or"RedhallGroup"                                   the Company and its existing subsidiaries and subsidiary undertakings                                                                                                                 
 "Independent Director"                                       Phillip Hilling                                                                                                                                                                       
 "IssuePrice"                                                 10 pence per New Ordinary Share                                                                                                                                                       
 "LOIM"                                                       Lombard Odier Asset Management (USA) Corp for and on behalf of investment funds and / or accounts for which it acts as discretionary investment manager                               
 "LOIMDebt"                                                   the £5.74 million of debt owed to LOIM by the Company as at 13 June 2017                                                                                                              
 "New Ordinary Shares"                                        together the Placing Shares and the Conversion Shares                                                                                                                                 
 "Notice"                                                     the notice of the General Meeting to be set out in the Circular                                                                                                                       
 "OrdinaryShares"                                             ordinary shares of 0.01 pence each in the capital of the Company                                                                                                                      
 "OverseasShareholders"                                       holders of Existing Ordinary Shares who are neither resident in, nor have a registered address in, the UK                                                                             
 "Placing"                                                    the proposed placing of the Placing Shares by WH Ireland on behalf of the Company at the Issue Price pursuant to the Placing Agreement                                                
 "Placing Agreement"                                          the agreement dated 14 June 2017 between the Company, WH Ireland and GCA Altium relating to the Placing                                                                               
 "PlacingShares"                                              up to approximately 95,000,000 new Ordinary Shares  to be issued pursuant to the Placing                                                                                              
 "Resolutions"                                                the resolutions to be proposed at the General Meeting, which are set out in the Notice                                                                                                
 "Regulatory Information Service"                             one of the regulatory information services authorised by the FCA acting in its capacity as the UK listing authority to receive, process and disseminate regulatory information        
 "SecuritiesAct"                                              the United States Securities Act of 1933, as amended                                                                                                                                  
 "Shareholders"                                               the holders of Existing Ordinary Shares or Ordinary Shares (as the context requires) at the relevant time                                                                             
 "Transaction"                                                together, the Placing and the Debt Conversion                                                                                                                                         
 ''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 of America and the District of Columbia and any other area subject to its jurisdiction  
 "USPerson"                                                   has the meaning set out in Regulation S of the Securities Act                                                                                                                         
 "WHIreland"                                                  WH Ireland Limited, the Company's broker                                                                                                                                              
 
 
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