REG - Revolution Bars - Fundraising, Proposed Delisting, Admission to AIM
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO 596/2014, AS AMENDED.
Capitalised terms used in this Announcement are defined within the 'Definitions' section further below or within the text itself.
For immediate release
REVOLUTION BARS GROUP PLC
Firm Placing and Placing and Open Offer to raise up to £15.0 million
Proposed Delisting and Admission to AIM
Revolution Bars Group plc, is a leading UK operator of 74 premium bars, trading under the 'Revolution' and 'Revolución de Cuba' brands. It today announces its intention to raise gross proceeds of up to £15.0 million by way of a Firm Placing and a Placing and Open Offer at 20 pence per New Ordinary Share. The proceeds of the Fundraising will be used by the Group to achieve an appropriate level of indebtedness and emerge from the COVID-19 pandemic in a position of strength.
The Fundraising is conditional upon, inter alia, Shareholder approval and the proposed cancellation of the admission of the Company's Ordinary Shares to listing on the FCA's Official List and to trading on the London Stock Exchange's Main Market and the Company's Enlarged Issued Share Capital being admitted to trading on AIM.
finnCap Ltd ("finnCap") is acting as Nominated Adviser in relation to the AIM Admission, and finnCap and Peel Hunt LLP ("Peel Hunt") are acting as joint brokers in relation to the Firm Placing and the Placing and Open Offer.
Overview of the Fundraising
· To ensure the Group is well-placed to grow the business and recover shareholder value once its bars reopen, the Company is seeking to raise up to £15.0 million in order to reduce the Group's financial gearing, to recommence its estate refurbishment programme and to take advantage of growth opportunities post COVID-19.
· Up to £9.0 million will be raised through the Firm Placing of up to 45,000,000 New Ordinary Shares at the Issue Price of 20 pence per New Ordinary Share.
· Up to a further £6.0 million will be raised through the Placing of up to 30,017,495 New Ordinary Shares at the Issue Price subject to clawback to satisfy valid applications under the Open Offer.
· The Issue Price represents a discount of approximately 42.0 per cent. to the closing price of an Ordinary Share on 4 June 2020, being the latest practicable date prior to this announcement, and a discount of approximately 23.9 per cent. to the volume weighted average price of an Ordinary Share for the 30 day period to 4 June 2020.
· The Board intends to invest, in aggregate, £132,000 in the Fundraising.
· The Firm Placing and the Placing will be conducted by finnCap and Peel Hunt through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement.
· The final number of New Ordinary Shares issued in the Firm Placing and the Placing will be agreed by finnCap, Peel Hunt and the Company at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter.
· The timing for the close of the Bookbuild and the allocation of the Firm Placing and the Placing shall be determined together by finnCap, Peel Hunt and the Company. The Fundraising is not underwritten.
· The Firm Placing and the Placing are subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and its appendix together being this "Announcement").
· Completion of the Fundraising will be conditional upon, inter alia, the approval by Shareholders of the resolutions to be proposed at a General Meeting of the Company currently expected to be convened and held on 26 June 2020 and AIM Admission occurring, which is currently anticipated to occur on 27 July 2020.
· The Company expects to send a circular to Shareholders (the "Circular") in connection with the Fundraising following the successful closure of the Bookbuild, in order to convene the General Meeting. Full details of the Open Offer will also be included in the Circular.
Rationale for the Fundraising
Prior to the onset of the COVID-19 pandemic, the Group was demonstrating signs that the turnaround strategy put in place by the Board was successful, with the Group achieving growth in both like-for-like sales and Adjusted EBITDA and making significant progress on debt reduction.
Since the announcement made by the UK Government on 20 March 2020 requiring the closure of all bars, pubs and restaurants in the UK, the Group has taken significant actions to mitigate the impact of the closure of its bars and to preserve cash including the Board voluntarily reducing their salaries by 50 per cent. These measures have reduced the Group's weekly running costs to approximately £0.4 million.
On 26 May 2020, the Group announced that its lender, NatWest, had increased the Group's total debt facilities to £37.5 million, amortising by £2.0 million per annum such that £35.5 million would be available at the end of June 2021, and £33.5 million at the end of June 2022, providing the Company with sufficient liquidity headroom, even on the Group's downside case scenario. As at 26 May 2020, the Group's net debt was £22.0 million.
As set out previously, the Board continues to monitor the Company's current and forecast financial position. The Board believes the Fundraising will enable the Group to achieve an appropriate level of indebtedness and emerge from the COVID-19 pandemic in a position of strength. The net proceeds of the Fundraising will be used primarily to reduce the Group's financial gearing.
The Company has agreed that, conditional on the completion of the Fundraising, the Revised Facilities will step-down by £7.5 million on 31 March 2021. The £2.0 million per annum amortisation of the Revised Facilities will continue to apply, which means the Group will have available facilities of £28.0 million at the end of June 2021 and £26.0 million at the end of June 2022. The Group is targeting a reduction in its net debt (as at June 2022) to 0.9x EBITDA for the financial period ending June 2022, based upon its base case scenario and the Company raising £15.0 million pursuant to the Fundraising. If the Fundraising does not complete, the aggregate amount available pursuant to the Revised Facilities will be as announced on 26 May 2020 (as stated above) i.e. £35.5 million would be available at the end of June 2021 and £33.5 million at the end of June 2022.
In the event that the restrictions on trading related to the COVID-19 pandemic are lifted and the Group is able to reopen its portfolio of bars earlier than anticipated by the Group's downside case trading scenario, the Board also expects to re-commence the Group's estate refurbishment programme and be in a good position to take advantage of growth opportunities post-COVID-19.
Proposed Move to AIM
· In addition, and in conjunction with the Fundraising, the Company also announces proposals to cancel the admission of the Company's Ordinary Shares to listing on the FCA's Official List (premium segment) and to trading on the London Stock Exchange's main market for listed securities and its intention to apply for admission of its existing issued Ordinary Shares and the New Ordinary Shares to trading on AIM.
· The move to AIM enables quicker and cheaper fundraisings and is a more appropriate listing venue for the Company in the long term.
· The proposed Delisting and AIM Admission will take effect simultaneously, utilising the AIM Designated Market Route.
· Completion of the Fundraising will be conditional, inter alia, on AIM Admission.
For further information, please contact:
Revolution Bars Group plc
Tel: 0161 330 3876
Rob Pitcher, CEO
Mike Foster, CFO
finnCap, Joint Broker
Tel: 020 7220 0500
Matt Goode / Simon Hicks / Teddy Whiley (Corporate Finance)
Tim Redfern / Richard Chambers (ECM)
Peel Hunt, Joint Broker
Tel: 020 7418 8900
George Sellar / Andrew Clark (Corporate Finance)
Al Rae / Sohail Akbar (ECM)
Instinctif (Financial PR)
Tel: 07831 379122
Matt Smallwood
Jack Devoy
The person responsible for arranging release of this announcement on behalf of Revolution Bars Group plc is Mike Foster, Chief Financial Officer.
IMPORTANT NOTICES
This Announcement includes "forward looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, or any statements proceeded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward looking statements speak only as at the date of this Announcement. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the Listing Rules, the Prospectus Regulation, the Prospectus Rules, MAR and the Disclosure Guidance and Transparency Rules), the Company expressly disclaims any obligation or undertaking to disseminate or release publicly any updates or revisions to any forward looking statements contained in this Announcement 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.
finnCap Ltd ("finnCap"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and will not regard any other person as a client of finnCap in relation to the matters described in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for advising any other person on the contents of this Announcement or any transaction or arrangement referred to herein.
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and will not regard any other person as a client of Peel Hunt in relation to the matters described in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt nor for advising any other person on the contents of this Announcement or any transaction or arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap or Peel Hunt under FSMA or the regulatory regime established thereunder, neither of finnCap or Peel Hunt nor any of their respective affiliates accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this Announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by any of them, or on behalf of them in connection with the Company or any of the matters described in this Announcement and nothing in this Announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Subject to applicable law, each of finnCap and Peel Hunt and their respective affiliates accordingly disclaim all and any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise (save as referred to above)) which any of them might otherwise have in respect of this Announcement or any statement purported to be made by them, or on their behalf, in connection with the Company, or the matters described in this Announcement.
MARKET ABUSE REGULATION
Market soundings, as defined in MAR, were taken in respect of the Fundraising, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities
Information to Distributors
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 New Ordinary Shares the subject of the Firm Placing and the Placing and Open Offer 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 "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of such securities may decline and investors could lose all or part of their investment; such securities offer no guaranteed income and no capital protection; and an investment in such securities 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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the Firm Placing and the Placing and Open Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Brokers 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 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 such securities.
Each distributor is responsible for undertaking its own target market assessment in respect of such securities and determining appropriate distribution channels.
The Appendix to his Announcement (which forms part of this Announcement) sets out the terms and conditions of the Firm Placing and the Placing. Persons who choose to participate in the Firm Placing and the Placing by making an oral or written offer to subscribe for New Ordinary 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 herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for Open Offer
4 June 2020
Announcement of the proposed Firm Placing, Placing and Open Offer, Delisting and Transfer to AIM
5 June 2020
Posting of the Circular and the Forms of Proxy
9 June 2020
Ex-entitlement date for Open Offer
7:00 a.m. on 9 June 2020
Open Offer Entitlements credited to CREST accounts
8:00 a.m. on 10 June 2020
Recommended latest time and date for depositing Open Offer Entitlements into CREST
3:00 p.m. on 18 June 2020
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST
4:30 p.m. on 19 June 2020
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)
3:00 p.m. on 23 June 2020
Latest time and date for receipt of CREST proxy instructions and registration of online votes from Shareholders for General Meeting
10:00 a.m. on 24 June 2020
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer
11:00 a.m. on 25 June 2020
Announcement of result of the Open Offer
25 June 2020
General Meeting
10:00 a.m. on 26 June 2020
Publication of Schedule One Announcement
26 June 2020
Pre-cancellation notice period
29 June -24 July 2020
Trade Date in respect of the Placing
23 July 2020
Cancellation of Official Listing
27 July 2020
Settlement Date in respect of the Firm Placing and the Placing
27 July 2020
Despatch of share certificates for Open Offer Shares by
15 August 2020
Further details of the Firm Placing and the Placing and Open Offer, the Proposed Delisting and AIM Admission
Introduction
The Company is proposing to raise gross proceeds of up to £15.0 million by way of a Firm Placing and a Placing and Open Offer at 20 pence per New Ordinary Share. The net proceeds of the Fundraising will be used by the Group to achieve an appropriate level of indebtedness and emerge from the COVID-19 pandemic in a position of strength.
Background to and Reasons for the Fundraising
Prior to the onset of the COVID-19 pandemic, the Group was demonstrating signs that the turnaround strategy put in place by the Board was successful, with the Group achieving growth in both like-for-like sales and Adjusted EBITDA and making significant progress on debt reduction.
Following the escalation of the COVID-19 pandemic in the UK, on 18 March 2020, the Company announced that recent trading had been impacted by the COVID-19 pandemic and its wider effects. Shortly thereafter, on 20 March 2020, the UK Government announced the closure of all bars, pubs and restaurants due to the COVID-19 pandemic. From this date, the Group was forced to suspend the trading of its entire portfolio of 74 bars.
Since then, the Group has taken a range of actions to mitigate the impact of the closures and preserve cash. As announced on 14 April 2020, these include:
· the furloughing of approximately 98.5 per cent. of the Group's workforce through accessing the UK Government's Coronavirus Job Retention Scheme, enabling retention of employment for these employees whilst delivering a considerable payroll saving;
· the reduction in Board salaries by 50 per cent. as well as implementation of 20 per cent. salary reductions across other senior employees remaining in work;
· the 12-month government-backed business rate relief;
· the deferral of PAYE payments in February, March and April 2020;
· the deferral of VAT payments in March and April 2020;
· assistance from major suppliers to suspend contracts and/or extend credit and payment terms, and delaying payments to other suppliers;
· ongoing negotiations with landlords regarding rent relief (following withholding of rent due for the March quarter on all sites) with waivers of that rent subsequently agreed with a small number of landlords;
· the renegotiation of the Aprirose lease surrender transaction and the partial deferral of completion payments; and
· the pausing of all capital expenditure.
These measures have reduced the Group's weekly running costs to approximately £0.4 million. The Board also stated that it would continue to monitor the Group's funding requirements and its financial flexibility to support the business through this challenging time, and that the Board would explore all funding options available to it.
As announced on 26 May 2020, NatWest agreed, subject to final documentation, to increase the Group's overall debt facilities to £37.5 million. The Revised Facilities are being provided on normal commercial terms. As part of the Revised Facilities, NatWest also agreed to amend the Group's financial covenants to be based solely on cash headroom, set at a level based on the Group's downside case trading scenario. If the Fundraising does not complete, the aggregate amount available pursuant to the Revised Facilities will reduce to £35.5 million by the end of June 2021, and to £33.5 million by the end of June 2022.
However, the Board is cognisant of the capital structure of the Group and aims to ensure the Group is well-placed to grow the business and recover shareholder value once its bars reopen. Whilst the Board is confident that the Revised Facilities provide the Group with sufficient liquidity for the foreseeable future, it has decided to implement the Fundraising primarily to reduce the Group's financial gearing to a more appropriate level. The Directors have agreed that a successful Fundraising will result in a reduction of the Revised Facilities by £7.5 million on 31 March 2021 and this, together with the annual amortisation of £2.0 million, will result in available facilities of £28.0 million at the end of June 2021 and £26.0 million at the end of June 2022. The Group is targeting a reduction in the Group's net debt (as at June 2022) to 0.9x EBITDA for the financial period ending June 2022, based on the Company raising £15.0 million pursuant to the Fundraising.
In the event that the restrictions on trading related to the COVID-19 pandemic are lifted and the Group is able to reopen its portfolio of bars earlier than anticipated by the Group's downside case scenario, the Board also expects to resume its program of venue refurbishments, and to be in a good position to potentially take advantage of growth opportunities post-COVID-19, which could include the acquisition of new sites at a time when the Board believes acquisition prices will be depressed.
Should the restrictions on trading related to the COVID-19 pandemic be consistent with the Group's downside case scenario, the Board will be limited in its capacity to resume its programme of venue refurbishments or take advantage of growth opportunities post-COVID-19 until such point as the Group has generated sufficient operating cashflow.
The UK Government's current guidance is that pubs and bars will be closed until at least 4 July 2020. Based upon this guidance, the Board have assumed in their 'base case' scenario that the Group will be able to reopen its estate in August 2020. Once its bars reopen, the Group will benefit from a working capital inflow in that it receives monies from its customers before having to pay its suppliers.
The Group will make some changes to its operating model, assuming current social distancing, and anticipates a gradual recovery in customer numbers. The base case scenario assumes that the Group will deliver sales in August 2020 at approximately 55 per cent. of the prior year comparable period with only marginal improvement in September 2020 and October 2020. However, it is expected that social distancing restrictions will have been relaxed by November 2020 at which point sales will increase to 80 per cent. of the prior year comparable period with a further improvement to 90 per cent. of the prior year comparable period by December 2020 with a further gradual improvement to 100 per cent. of the comparable period by June 2021.
The Board has also considered a downside case scenario, which assumes that the Group will be not be able to reopen its estate until November 2020. This downside case scenario assumes that the Group will deliver sales in November 2020 at approximately 75 per cent. of the prior year comparable period, as the Group expects social distancing measures to be significantly reduced by this time. The downside case scenario also assumes sales will move to 90 per cent. of the prior year comparable period by January 2021 with a further gradual improvement to 100 per cent. of the comparable period by June 2021.
Details of the Fundraising
The Directors have given careful consideration as to the structure of the proposed Fundraising and have concluded that the Firm Placing and the Placing and Open Offer is the most suitable option available to the Company and its Shareholders at this time. The Board is grateful for the continuing support received from all Shareholders, and accordingly wishes to offer all Shareholders the opportunity to participate in the Fundraising via the Open Offer.
Through the Firm Placing, Placees will be sought by finnCap and Peel Hunt for up to 45,000,000 New Ordinary Shares to be issued at the Issue Price to raise gross proceeds of up to £9.0 million. Up to 30,017,495 New Ordinary Shares will be offered to Qualifying Shareholders under the Open Offer at the Issue Price to raise gross proceeds of up to £6.0 million (assuming full take up under the Open Offer) but the Brokers will seek Placees for such New Ordinary Shares subject to claw back to satisfy Open Offer Entitlements taken up by Qualifying Shareholders under the Open Offer.
The Issue Price represents a discount of approximately 42.0 per cent. to the Closing Price on the Latest Practicable Date and a discount of approximately 23.9 per cent. to the volume weighted average price of 24.8 pence per Ordinary Share for the 30 day period to 4 June 2020.
The New Ordinary Shares to be issued pursuant to the Fundraising will represent, in aggregate, approximately 60.0 per cent. of the Enlarged Share Capital.
The allotment and issue of the New Ordinary Shares will be conditional, inter alia, on the approval by Shareholders of certain resolutions which will be set out in a Notice of General Meeting contained within a Circular, to be sent to Shareholders in due course. and which are required for the Directors to allot the New Ordinary Shares and for statutory pre-emption rights to be disapplied in respect of such allotments.
It is expected that the Fundraising proceeds will be received by the Company following Admission to AIM on 27 July 2020.
Principal Terms of the Firm Placing and the Placing
finnCap and Peel Hunt, as agents for the Company, have agreed to procure Placees by way of the Bookbuild on the terms of the Placing Agreement. Placees will apply to subscribe for the Firm Placing Shares and the Open Offer Shares allocated pursuant to the Placing on the basis of the Terms and Conditions of the Firm Placing and the Placing set out in the Appendix to this Announcement.
Neither the Firm Placing nor the Placing is being underwritten. The Open Offer Shares have been placed (subject to clawback) but they have also not been underwritten.
The Open Offer Shares allocated pursuant to the Placing are subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders under the Open Offer. The Firm Placing Shares are not subject to any clawback under the Open Offer.
Principal terms of the Open Offer
The Directors consider it important that Qualifying Shareholders have the opportunity to participate in the Fundraising and the Directors have concluded that the Open Offer is the most suitable option available to the Company and its Shareholders.
The Open Offer will provide an opportunity for all Qualifying Shareholders to participate in the Fundraising by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability.
The Open Offer will be conditional on the Firm Placing and the Placing and will not be implemented independently if for any reason the Firm Placing and/or the Placing lapses. Following the close of the subscription period under the Open Offer, any Open Offer Shares not subscribed for by Qualifying Shareholders will be allocated by the Company to Placees pursuant to the Placing.
Basic Entitlement
Qualifying Shareholders will be invited, subject to the terms and conditions of the Open Offer, to apply for any number of Open Offer Shares (subject to the limit on the number of Excess Shares that can be applied for using the Excess Application Facility) at the Issue Price. Qualifying Shareholders will have a Basic Entitlement of:
3 Open Offer Shares for every 5 Existing Ordinary Shares
registered in the name of the relevant Qualifying Shareholder on the Record Date.
Basic Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating Basic Entitlements and will be aggregated and made available to Qualifying Shareholders under the Excess Application Facility.
The aggregate number of Open Offer Shares to be made available for subscription pursuant to the Open Offer is 30,017,495 New Ordinary Shares.
Allocations under the Open Offer
In the event that valid acceptances are not received in respect of all of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares will be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility provided always that no Qualifying Shareholder shall be entitled to receive in excess of such number of Open Offer Shares as would bring their aggregate interest in the Company to more than the 29.9 per cent. Aggregate Limit.
Excess Application Facility
Subject to availability and assuming that Qualifying Shareholders have accepted their Basic Entitlement in full, the Excess Application Facility will enable Qualifying Shareholders to apply for any whole number of Excess Shares in addition to their Basic Entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, subject always to the 29.9 per cent. Aggregate Limit.
Excess Applications may be allocated in such manner as the Directors (in consultation with finnCap and Peel Hunt) may determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.
Conditionality
The Fundraising is conditional on, inter alia, the following:
· the passing (without amendment) at the General Meeting of the resolutions required to complete the Firm Placing and the Placing and Open Offer and the Delisting;
· the Delisting and the London Stock Exchange agreeing to admit the Existing Ordinary Shares and (subject only to allotment) the New Ordinary Shares to trading on AIM;
· the Placing Agreement becoming unconditional in all respects (save for the condition relating to AIM Admission) and not having been terminated in accordance with its terms prior to AIM Admission; and
· AIM Admission taking place by not later than 8.00 a.m. on 27 July 2020 (or such later date as finnCap and Peel Hunt may agree as the date for AIM Admission, but in any event not later than 8.00 a.m. on 10 August 2020).
If the conditions set out above are not satisfied or waived (where capable of waiver):
· the Firm Placing and the Placing and Open Offer will lapse;
· the New Ordinary Shares will not be issued and all monies received from the Placees in respect of the New Ordinary Shares will be returned to the Placees (at the Placees' risk and without interest) as soon as possible thereafter; and
· any Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date, be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.
Application for AIM Admission
Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. AIM Admission is expected to take place, and dealings on AIM are expected to commence, at 8.00 a.m. on 27 July 2020 (or such later time and/or date as may be agreed between the Company, finnCap and Peel Hunt, being no later than 8.00 a.m. on 10 August 2020). No temporary document of title will be issued.
The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, following AIM Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of the Circular to be sent to Shareholders and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after AIM Admission.
Placing Agreement
Pursuant to the terms of the Placing Agreement, finnCap and Peel Hunt, as joint brokers for the Company, have agreed to use their reasonable endeavours to procure subscribers for the New Ordinary Shares.
The Placing Agreement is conditional upon, among other things, the conditions set out above and none of the warranties or undertakings given to finnCap and Peel Hunt prior to AIM Admission being or becoming untrue, inaccurate or misleading.
The Placing Agreement contains customary warranties given by the Company in favour of finnCap and Peel Hunt in relation to, among other things, the accuracy of the information in this Announcement and the Circular and other matters relating to the Group and its business.
In addition, the Company has agreed to indemnify finnCap (and its affiliates) and Peel Hunt (and its affiliates) in relation to certain liabilities which they may incur in respect of the Firm Placing and the Placing and Open Offer.
Each of finnCap and Peel Hunt has the right to terminate the Placing Agreement in certain circumstances prior to Admission. In particular, in the event of breach of the warranties or a material adverse change or if the Placing Agreement does not become unconditional.
Use of Proceeds
The net proceeds of the Fundraising are expected to be approximately £13.8 million. It is proposed that £7.5 million of the net proceeds are to be used to part repay the Revised Facilities, with the balancing £6.3 million to be used to further reduce the Group's financial gearing. In the event that the restrictions on Group trading related to the COVID-19 pandemic are lifted and the Group is able to reopen its portfolio of bars earlier than anticipated by the Group's downside case scenario, the Board also expects to resume its program of venue refurbishments to deliver better returns, and be in a good position to take advantage of growth opportunities post-COVID-19. These could include the acquisition of new sites at a time when the Board believes acquisition prices will be depressed.
Effect of the Fundraising
Upon completion of the Fundraising, the New Ordinary Shares will represent up to approximately 60.0 per cent. of the Enlarged Share Capital.
Dilutive Impact of the Fundraising
The proposed issue of the New Ordinary Shares pursuant to the Fundraising will dilute existing shareholdings of Shareholders. Qualifying Shareholders will be able to reduce the extent of this dilution by applying for Open Offer Shares under the Open Offer.
The maximum dilution which a Shareholder will be subject to if he/she does not participate in the Open Offer, as a result of completion of the Fundraising, is 60.0 per cent.
Background to and Reasons for the Delisting and AIM Admission
The Board has carefully considered whether the continued admission of its Ordinary Shares to listing the premium segment of the Official List and to trading of its Ordinary Shares on the Main Market is in the best interests of Shareholders. As a result of its consideration, the Board is proposing that the Company should move to AIM and for the following reasons believes it is in the best interests of the Company and its Shareholders as whole:
· AIM will offer greater flexibility with regard to corporate transactions and should therefore enable the Company to agree and execute certain transactions more quickly and cost effectively than a company on the Official List. AIM will also provide the Company with continuing access to the public equity capital markets should it be appropriate to obtain equity funding in the future. Should such opportunities or initiatives arise or become relevant to the Group, they could entail significant additional complexity and larger transaction costs if the Company were to remain on the Official List;
· AIM, which is operated and regulated by the London Stock Exchange, has an established reputation with investors and analysts and is an internationally recognised market. It was launched in June 1995 as the London Stock Exchange's market specifically designed for smaller companies, with a more flexible regulatory regime. For smaller companies, such as the Company, AIM provides a more suitable market and environment that should simplify the ongoing administrative and regulatory requirements of the Company;
· companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation. Following the move to AIM, individuals who hold Ordinary Shares may, be eligible for relief from inheritance tax under the business property relief provisions. Given the make-up of the Company's register of members includes individual shareholder, the Board believes that this potential relief may be attractive for individuals who are Shareholders. Shareholders and prospective investors should consult their own professional advisers on whether an investment in an AIM security is suitable for them, or whether the inheritance tax benefit referred to above is available to them;
· the Company should continue to appeal to specialist institutional investors following the move to AIM (such as funds investing in AIM companies that qualify for IHT Business Property Relief) and, in light of the possible tax benefits mentioned above, the Directors hope that being admitted to AIM will make the Company's shares more attractive to certain retail investors. Since 5 August 2013 shares traded on AIM can be held in ISAs; and
· as stamp duty is not payable on the transfer of shares that are traded on AIM and not listed on any other market this may help increase liquidity in the trading of the Company's Ordinary Shares.
Potential Benefits of the Delisting and AIM Admission
AIM is a market operated by the London Stock Exchange. It has an established reputation with investors and is an internationally recognised market. It was launched specifically for smaller companies, with a more suitable regulatory regime.
The Board believes that AIM is a market and environment which is more suited to the Company's current size and strategy. The Company's strategy is to focus on premium drinks and food-led offerings, typically trading from late morning through into late evening. The Company will continue to:
· build guest loyalty;
· drive sustained profit improvement;
· develop the estate;
whilst investing in its team, the brands and guest experience, and the core estate.
The Board believes that admission to AIM will provide an environment more suited to pursue this strategy, which can assist the Company in developing its business through organic growth and potentially through acquisition. The Company's administrative and regulatory requirements will be simplified following AIM Admission, which the Board believes will enable the Company to more efficiently execute strategic transactions, should they arise.
In particular, the Board believes that transactions for companies admitted to AIM can be executed more rapidly with lower transactional costs when compared to the requirements of companies with shares listed on the premium segment of the Official List, enabling more efficient implementation of the Company's strategy. The Board believes that this increased flexibility has the potential to be beneficial to the Company and its Shareholders.
The Board believes that, following its transfer to AIM, the Company will continue to be attractive to specialist institutional investors, and that the AIM tax regime, referred to above, may make the Company attractive to AIM specific funds and certain retail investors.
Details of the Delisting and Admission
In order to effect the Delisting and AIM Admission, the Company will require, inter alia, that an appropriate resolution is passed by Shareholders at a General Meeting. Such resolution will authorise the Board to cancel the admission of the Company's Ordinary Shares to listing on the Official List and to trading on the Main Market and to apply for AIM Admission in respect of the Company's issued and to be issued Ordinary Shares.
Conditional on the resolutions relating to the Fundraising and the Delisting having been approved by Shareholders at the General Meeting, the Company will apply to cancel the admission of the Company's Ordinary Shares to listing on the Official List and to trading on the Main Market and give 20 Business Days' notice to the London Stock Exchange of its intention to seek AIM Admission under AIM's streamlined admission process for companies that have had their securities traded on an 'AIM Designated Market' (which includes the Official List).
It is currently anticipated that:
a) the last day of dealing in the Company's Ordinary Shares on the Main Market will be 24 July 2020;
b) cancellation of the listing of Company's Ordinary Shares on the Official List will take effect at 8.00 a.m. on 27 July 2020, being not less than 20 Business Days from the date of the General Meeting; and
c) AIM Admission will take place, and trading in the Company's Ordinary Shares will commence on AIM, at 8.00 a.m. on 27 July 2020.
As the Company's Ordinary Shares have been listed on the premium segment of the Official List for more than 18 months, the AIM Rules for Companies do not require an admission document to be published by the Company in connection with the Company's AIM Admission. However, subject to the passing of the resolutions relating to the Fundraising and the Delisting at the General Meeting, the Company will, following the General Meeting, publish an announcement which complies with the requirements of Schedule One to the AIM Rules for Companies comprising information required to be disclosed by companies transferring their securities from the Official List (being an 'AIM Designated Market') to AIM.
Although the Company intends to seek AIM Admission in respect of its Ordinary Shares, there can be no guarantee that the Company will be successful in achieving AIM Admission in respect of its Ordinary Shares.
This Announcement should be read in its entirety.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
"29.9 per cent. Aggregate Limit"
a restriction on any Shareholder acquiring any New Ordinary Shares pursuant to the Firm Placing and/or the Placing and Open Offer which would, when aggregated with any existing interests in shares held by such Shareholder, result in such Shareholder holding an interest in shares which (taken together with shares in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of the Company
"AIM"
AIM, the market of that name operated by the London Stock Exchange
"AIM Admission"
the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules for Companies
"AIM Rules for Companies"
the 'AIM Rules for Companies' published by the London Stock Exchange from time to time
"Announcement"
this announcement issued by the Company dated 5 June 2020 announcing the Firm Placing, the Placing and Open Offer, the Delisting and AIM Admission
"Appendix"
the appendix to the Announcement setting out the terms and conditions of the Firm Placing and the Placing
"Application Form"
the application form which is to accompany the Circular to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer
"Basic Entitlement"
the Open Offer Shares for which a Qualifying Shareholder is entitled to subscribe under the Open Offer calculated on the basis of 3 Open Offer Shares for every 5 Existing Ordinary Shares held by that Qualifying Shareholder as at the Record Date
"Board" or "Directors"
the board of directors of the Company from time to time
"Bookbuild"
the accelerated bookbuilding process which will be launched immediately following this announcement
"Brokers"
finnCap and Peel Hunt, the brokers to the Firm Placing and the Placing
"Business Day"
a day (other than Saturday, Sunday or a public holiday) on which banks are generally open for business in the City of London for the transaction of normal banking business
"certificated" or "in certificated form"
a share or other security not held in uncertificated form (i.e. not in CREST)
"Circular"
the circular to be posted to shareholders of the Company shortly in relation to the Fundraising and the proposed Delisting and AIM Admission
"Closing Price"
the closing mid-market price of an Ordinary Share as derived from the London Stock Exchange's Daily Official List
"CLBILS"
the UK Government's Coronavirus Large Business Interruption Loan Scheme
"Company" or "Revolution"
Revolution Bars Group plc, a public limited company incorporated in England and Wales under registered number 08838504
"Conditional Placee"
any person procured by the Brokers who has agreed to conditionally subscribe for Open Offer Shares (subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders under the Open Offer) pursuant to the Placing
"CREST"
the relevant system (as defined in the Regulations) which enables title to units of relevant securities (as defined in the Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations"
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended
"Delisting"
the proposed cancellation of the listing of the Company's Existing Ordinary Shares on the Official List and from trading on the Main Market
"Directors"
the directors of the Company at the date of this Announcement, being Keith Edelman, Rob Pitcher, Mike Foster, Jemima Bird and William Tuffy
"Disclosure Guidance and Transparency Rules"
the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA
"Enlarged Share Capital"
the entire issued share capital of the Company following AIM Admission, assuming no other Ordinary Shares are issued between the date of this Announcement and AIM Admission and assuming 75,017,495 New Ordinary Shares are issued
"Euroclear"
Euroclear UK & Ireland Limited, the operator (as defined in the CREST Regulations) of CREST
"Excess Applications"
applications pursuant to the Excess Application Facility
"Excess Application Facility"
the mechanism whereby a Qualifying Shareholder, who has taken up his Basic Entitlement in full, can apply for Excess Shares up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, as will be more fully set out in the Circular
"Excess CREST Open Offer Entitlements"
in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement to apply for Open Offer Shares in addition to his Basic Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility, which may be subject to scaling back in accordance with the provisions to be set out in the Circular
"Excess Open Offer Entitlement"
in respect of each Qualifying Shareholder, the entitlement (in addition to his Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions to be set out in the Circular
"Excess Shares"
Open Offer Shares which are not taken up by Qualifying Shareholders pursuant to their Basic Entitlements and which are offered to Qualifying Shareholders under the Excess Application Facility
"Excluded Overseas Shareholders"
other than as agreed by the Company, finnCap and Peel Hunt or as permitted by applicable law, Shareholders who are located or have registered addresses in a Restricted Jurisdiction
"Ex-entitlement Date"
7.00 a.m. on 9 June 2020, being the time when the Existing Ordinary Shares are expected to be marked 'ex-entitlement 'by the London Stock Exchange
"Existing Issued Share Capital"
the entire issued share capital of the Company on 4 June 2020 (the Latest Practicable Date)
"Existing Ordinary Shares"
the 50,029,159 ordinary shares of 0.1 pence each in the capital of the Company in issue on 4 June 2020 (the Latest Practicable Date), all of which are admitted to listing on the Official List of the FCA and to trading on the Main Market
"FCA"
the Financial Conduct Authority
"finnCap"
finnCap Ltd, the Company's joint broker in connection with the Firm Placing, the Placing and Open Offer, the Delisting and the Company's proposed nominated adviser in connection with AIM Admission
"Firm Placee"
any person who has agreed to subscribe for the Firm Placing Shares pursuant to the Firm Placing
"Firm Placing"
the firm placing by the Brokers (on behalf of the Company) of the Firm Placing Shares as described in this Announcement
"Firm Placing Shares"
up to 45,000,000 new Ordinary Shares to be issued by the Company pursuant to the Firm Placing
"Form of Proxy"
the form of proxy which will accompany the Circular for use by Shareholders in relation to the General Meeting
"FSMA"
the Financial Services and Markets Act 2000, as amended
"Fundraising"
together, the Firm Placing and the Placing and Open Offer
"General Meeting"
the general meeting of the Company to be held for the purposes of the Fundraising and the proposed Delisting and AIM Admission
"Group"
the Company, its subsidiaries and subsidiary undertakings
"HMRC"
Her Majesty's Revenue and Customs
"Issue Price"
20 pence per New Ordinary Share
"Latest Practicable Date"
4 June 2020 (being the latest practicable date prior to the date of this Announcement)
"Listing Rules"
the listing rules made by the FCA under Part VI of FSMA
"London Stock Exchange"
London Stock Exchange plc
"Main Market"
the London Stock Exchange's main market for listed securities
"MAR"
the EU Market Abuse Regulation (EU No 596/2014) (as amended)
"NatWest"
National Westminster Bank Plc
"New Ordinary Shares"
the Ordinary Shares to be issued by the Company pursuant to the Firm Placing and the Placing and Open Offer
"Notice of General Meeting"
the notice of the General Meeting which will be set out in the Circular
"Official List"
the Official List maintained by the FCA
"Open Offer"
the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions to be set out in the Circular (and in the case of the Qualifying Non-CREST Shareholders only, the Application Form)
"Open Offer Entitlements"
an entitlement to subscribe for Open Offer Shares, allocated to a Qualifying Shareholder under the Open Offer (and, for the avoidance of doubt, references to "Open Offer Entitlements" include Basic Entitlements and Excess Open Offer Entitlements)
"Open Offer Shares"
the 30,017,495 new Ordinary Shares for which Qualifying Shareholders will be invited to apply to be issued pursuant to the terms of the Open Offer
"Ordinary Shares"
ordinary shares of 0.1 pence each in the capital of the Company
"Overseas Shareholders"
Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom
"Peel Hunt"
Peel Hunt LLP, the Company's joint broker in connection with the Firm Placing and the Placing and Open Offer
"Placee"
Conditional Placee or a Firm Placee
"Placing"
the conditional placing by the Brokers (on behalf of the Company) of the Open Offer Shares (subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders under the Open Offer) as described in this Announcement
"Placing Agreement"
the placing and open offer agreement dated 5 June 2020 made between the Company and the Brokers in relation to the Firm Placing and the Placing and Open Offer
"Placing and Open Offer"
together, the Placing and Open Offer as described in this announcement
"Qualifying CREST Shareholders"
Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are in uncertificated form
"Qualifying Non-CREST Shareholders"
Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form
"Qualifying Shareholders"
holders of Existing Ordinary Shares on the register of members of the Company at the Record Date with the exception (subject to certain exceptions) of Excluded Overseas Shareholders
"Record Date"
5.00 p.m. on 4 June 2020
"Regulatory Information Service" or "RIS"
has the meaning given in the AIM Rules for Companies
"Restricted Jurisdictions"
each and any of Australia, Canada, New Zealand, Japan and the Republic of South Africa
"Revised Facilities"
the Revolving Credit Facility and the Term Loan together
"Revolving Credit Facility"
the Group's revolving credit facility provided by NatWest
"Shareholders"
the holders of Ordinary Shares for the time being (each individually a "Shareholder")
"Term Loan"
the £16.5 million CLBILS term loan provided by NatWest, maturing on 30 June 2023
"UK" or "United Kingdom"
the United Kingdom of Great Britain and Northern Ireland
"UK Corporate Governance Code"
the UK Corporate Governance Code issued by the Financial Reporting Council in July 2018, as amended from time to time
"uncertificated" or "in uncertificated form"
recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United States" or "U.S."
the United States of America, its territories and possessions, any state of the United States and the District of Columbia
APPENDIX
TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING (TOGETHER THE "EQUITY PLACINGS")
IMPORTANT INFORMATION ON EACH OF THE EQUITY PLACINGS FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE EQUITY PLACINGS. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS") AND, IF IN THE UNITED KINGDOM, SUCH QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, (B) IN SWITZERLAND, ANY PERSON WHO IS DEEMED A "REGULATED QUALIFIED INVESTOR" AS DEFINED IN THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES OF 23 JULY 2006 ("CISA") AND ITS IMPLEMENTING ORDINANCE OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities mentioned herein in the United States.
This Announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such release publication or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal, tax, business and related aspects of a subscription for New Ordinary Shares.
The distribution of this Announcement and/or the Equity Placings and/or the issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Brokers or any of their respective affiliates, agents directors, officers or employees that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Brokers to inform themselves about and to observe any such restrictions.
This Announcement or any part of it does 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, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any such jurisdiction.
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, the Japanese Ministry of Finance or the Financial Markets Authority in New Zealand; 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 New Ordinary Shares and the New Ordinary Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the EEA.
With regards to investors domiciled in Switzerland, this Announcement does not constitute a prospectus within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations ("CO") or a listing prospectus according to Article 32 et seq. of the Listing Rules of the SWX Swiss Exchange and may not comply with the information standards required thereunder. The Company will not apply for a listing of the New Ordinary Shares on any Swiss stock exchange. The New Ordinary Shares may not be publicly offered, distributed or redistributed on a professional basis in or from Switzerland, and neither document nor any other solicitation for investments in the New Ordinary Shares may be communicated or distributed in Switzerland in any way that could constitute a public offering within the meaning of Articles 652a or 1156 of the CO. Without limitation to the generality of the foregoing, the New Ordinary Shares may not be offered to any person in Switzerland who is not a "qualified investor" within the meaning of article 10(3) of the CISA.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notices' section of this Announcement.
By participating in the Bookbuild and/or the Equity Placings, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring New Ordinary Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA or the United Kingdom (each, a "Relevant Member State") who acquires any New Ordinary Shares pursuant to the Equity Placings:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation;
(b) if it is not a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation, it's participation in the Equity Placings has been specifically agreed with the Brokers in writing,
(c) in the case of any New Ordinary Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation:
(i) the New Ordinary Shares acquired by it in the Equity Placings have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Brokers have been given to the offer or resale;
(ii) where New Ordinary Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those New Ordinary Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and
3. it is acquiring the New Ordinary Shares for its own account or is acquiring the New Ordinary Shares for an account with respect to which it has authority to exercise, and is exercising, investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
4. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;
5. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any person on whose account it is acting, as referred to in paragraph 4 above) is located outside the United States and is acquiring the New Ordinary Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act ("Regulation S"); and
6. it has not offered, sold or delivered and will not offer to sell or deliver any of the New Ordinary Shares to persons within the United States, directly or indirectly; neither it, its affiliates, nor any persons acting on its behalf, have engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the New Ordinary Shares; and it is not taking up the New Ordinary Shares for resale in or into the United States.
No prospectus
The New Ordinary Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Equity Placings or the New Ordinary Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the New Ordinary Shares and the Equity Placings based on the information contained in this Announcement, the announcement of the closing of the Equity Placings (the "Bookbuild Results Announcement") (together, the "Placing Documents") and any other information publicly announced through a regulatory information service ("RIS") by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the contract note sent to individual Placees.
Each Placee, by participating in the Equity Placings, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Brokers or the Company or any other person and none of the Brokers, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Equity Placings 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 Equity Placings. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor, and business advisor for legal, tax and business advice regarding an investment in the New Ordinary Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the New Ordinary Shares
The Brokers are acting as joint Brokers in connection with the Equity Placings and have today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Brokers, as agents for and on behalf of the Company, have severally (and not jointly or jointly and severally) agreed to use their respective reasonable endeavours to procure placees for up to 75,017,495 Ordinary Shares (the "New Ordinary Shares").
The final number of New Ordinary Shares at the Issue Price will be determined following completion of the Bookbuild as set out in this Announcement.
The Firm Placing Shares are not subject to clawback and do not form part of the Placing.
The Open Offer Shares are being offered pursuant to the Placing, subject to clawback in respect of valid applications received for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.
Further details of the placing procedure and terms on which the Firm Placing Shares and Open Offer Shares are being offered are set out below.
The New Ordinary Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the New Ordinary Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.
Application for AIM Admission
Application will be made to London Stock Exchange plc (the "London Stock Exchange") for the admission of the Enlarged Share Capital (including the New Ordinary Shares) to trading on AIM ("AIM Admission").
It is expected that the Delisting of the Existing Ordinary Shares and AIM Admission of the Enlarged Share Capital (including the New Ordinary Shares) will occur simultaneously at or before 8.00 a.m. on 27 July 2020 (or such later time and/or date as the Brokers may agree with the Company) and that dealings in the Enlarged Share Capital (including the New Ordinary Shares) on AIM will commence at that time.
Bookbuild
The Brokers will today commence the Bookbuild to determine demand for New Ordinary Shares by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Equity Placings. No commissions will be paid to Placees or by Placees in respect of any New Ordinary Shares.
The Brokers shall be entitled to effect the Equity Placings by such alternative method to the Bookbuild as they may, in their absolute discretion following consultation with the Company, determine.
Participation in, and principal terms of, the Equity Placings
1. The Brokers are arranging the Equity Placings severally, and not jointly, or jointly and severally, as Brokers and placing agents of the Company. Participation in the Equity Placings will only be available to persons who may lawfully be, and are, invited to participate by either of the Brokers. Each of the Brokers may itself agree to be a Placee in respect of all or some of the New Ordinary Shares or may nominate any member of its group to do so.
2. The number of Firm Placing Shares and Open Offer Shares will be agreed by the Brokers (in consultation with the Company) following completion of the Bookbuild. The number of Firm Placing Shares and Open Offer Shares (subject to clawback) to be issued will be announced on an RIS following the completion of the Bookbuild via the Bookbuild Results Announcement.
3. To participate in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at the relevant Broker. Each bid should state the number of New Ordinary Shares which the prospective Placee wishes to subscribe for at the Issue Price. The Brokers reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids will be at the Brokers' absolute discretion, subject to agreement with the Company.
4. The Bookbuild is expected to close no later than 6.00 p.m. today but may be closed earlier or later at the sole discretion of the Brokers. The Brokers may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Brokers) to reduce the number of New Ordinary Shares to be issued pursuant to the Equity Placings, in its absolute discretion.
5. Allocations of the Firm Placing Shares and the Open Offer Shares will be determined by the Brokers after consultation with the Company (the proposed allocations having been supplied by the Brokers to the Company in advance of such consultation). Allocations in respect of the Firm Placing Shares and the Open Offer Shares will be confirmed orally by the Brokers and a contract note will be despatched as soon as possible thereafter. A Broker's oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Brokers and the Company, on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association to subscribe for such number of New Ordinary Shares as are confirmed by the Brokers and to pay in cleared funds an amount equal to the number of Firm Placing Shares and, once apportioned after clawback in accordance with procedure outlined below, any Open Offer Shares for which such Placee has agreed to subscribe. Except with the relevant Broker's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
6. As set out above, each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the relevant Broker. The terms of this Appendix will be deemed incorporated in that contract note. Placees must note that the allocation and commitment in respect of Open Offer Shares allocated to a Placee in the Placing will be subject to scale back, depending on the number of Open Offer Shares to be issued in order to satisfy valid applications received from Qualifying Shareholders.
7. Irrespective of the time at which a Placee's allocation pursuant to the Equity Placings is confirmed, settlement for all New Ordinary Shares to be subscribed for pursuant to the Equity Placings will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.
8. All obligations under the Bookbuild and/or the Equity Placings will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under 'Conditions of the Equity Placings' and to the Equity Placings not being terminated on the basis referred to below under 'Right to terminate under the Placing Agreement'.
9. By participating in the Equity Placings, each Placee agrees that its rights and obligations in respect of the Equity Placings will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
10. To the fullest extent permissible by law and the applicable rules of the FCA, neither the Brokers, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Brokers, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Brokers' conduct of the Equity Placings or of such alternative method of effecting the Equity Placings as the Brokers and the Company may determine.
11. The New Ordinary Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for New Ordinary Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Equity Placings and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Brokers' conduct of the Equity Placings.
12. All times and dates in this Announcement may be subject to amendment. The Brokers shall notify the Placees and any person acting on behalf of the Placees of any changes.
Conditions of the Equity Placings
The Equity Placings are conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Brokers' obligations under the Placing Agreement are conditional on customary conditions including (amongst others) (the "Conditions"):
1. the publication and dispatch of the Circular by the Company by 5.00 p.m. on 9 June 2020 (or such later time and date as the Company and the Brokers may agree);
2. the passing of the resolutions required to complete the Firm Placing and the Placing and Open Offer and the Delisting to be set out in the Notice of General Meeting (without material amendment);
3. the Company having complied with all of its material obligations under the Placing Agreement which fall to be performed or satisfied on or prior to AIM Admission;
4. none of the warranties contained in the Placing Agreement, in the opinion of the Brokers, being untrue or inaccurate or misleading at the date of the Placing Agreement or becoming untrue or inaccurate or misleading at any time between such date and AIM Admission by reference to the facts and circumstances from time to time subsisting
5. AIM Admission occurring no later than 8.00 a.m. on 27 July 2020 (or such later time and/or date, not being later than 8.00 a.m. on 10 August 2020, as the Brokers may otherwise agree with the Company) (the "Closing Date").
The Brokers (if they both agree) may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of certain of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of certain such Conditions in respect of all or any part of the performance thereof. The conditions in the Placing Agreement relating to (amongst other things) AIM Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by the Brokers by the relevant time or date specified (or such later time or date as the Company and the Brokers may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below under 'Right to terminate under the Placing Agreement', the Equity Placings will not proceed and the Placees' rights and obligations hereunder in relation to the New Ordinary Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.
Neither of the Brokers, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Equity Placings, nor for any decision they may make as to the satisfaction of any Condition or in respect of the Equity Placings generally, and by participating in the Equity Placings each Placee agrees that any such decision is within the absolute discretion of the Brokers.
Right to terminate under the Placing Agreement
Each of the Brokers is entitled, at any time before AIM Admission, to terminate its obligations under the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if at time before AIM Admission:
1. in the opinion of the Brokers, the Company has failed in any material respect to comply with any of its obligations under the Placing Agreement which the Brokers consider to be material in the context of the Fundraising;
2. any of the warranties or undertakings contained in the Placing Agreement is not, or has ceased to be, true and accurate in any material respects and not misleading (or would not be true and accurate in all material respects and not misleading if then repeated) by reference to the facts subsisting at the time;
3. there has occurred, in the opinion of the Brokers, a material adverse change (whether or not foreseeable at the date of the Placing Agreement); or
4. the occurrence of certain force majeure events (including a significant worsening in the UK in the spread or rate of infection of, or deaths directly due to, the COVID-19 coronavirus pandemic), the effect of which is such as to make it, in the opinion of the Brokers, impracticable or inadvisable to proceed with the Fundraising in the manner contemplated in the Placing Agreement or AIM Admission.
Upon termination, such terminating Broker shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions. If both Brokers terminate their obligations under the Placing Agreement, then the Placing Agreement shall cease and terminate and the Equity Placings will not proceed.
By participating in the Equity Placings, each Placee agrees that (i) the exercise by either of the Brokers of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of such Broker and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described above under 'Right to terminate under the Placing Agreement' and 'Conditions of the Equity Placings', and its participation will not be capable of rescission or termination by it after oral confirmation by the Brokers of the allocation and commitments following the close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to the Brokers that, between the date of the Placing Agreement and 90 days after AIM Admission, it will not offer, issue, sell or otherwise dispose of (or announce an intention of doing so) any shares of the Company, or any securities convertible into or exchangeable or carrying rights to acquire other shares of the Company, whether settled in cash or otherwise, without prior consent from the Brokers. However, this undertaking shall not prevent or restrict the grant of options under, or the allotment and issue of shares pursuant to options under, any existing employee share schemes of the Company (in accordance with its normal practice).
By participating in the Equity Placings, Placees agree that the exercise by any Broker of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up provisions under the Placing Agreement shall be within the absolute discretion of that Broker and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Placing Procedure
Placees shall acquire the Firm Placing Shares to be issued pursuant to the Firm Placing and Open Offer Shares to be issued pursuant to the Placing (after clawback) and any allocation of the Firm Placing Shares and Open Offer Shares (subject to clawback) to be issued pursuant to the Equity Placings will be notified to them on or around 5 June 2020 (or such other time and/or date as the Company and the Brokers may agree).
Placees will be called upon to subscribe for, and shall subscribe for, the Open Offer Shares only to the extent that valid applications by Qualifying Shareholders under the Open Offer are not received by 11.00 a.m. on 25 June 2020 (or by such later time and/or date as the Company may agree with the Brokers) or if applications have otherwise not been deemed to be valid in accordance with the terms and conditions of the Circular and, in respect of qualifying non-CREST holders only, the Application Form.
Payment in full for any Firm Placing Shares and Open Offer Shares so allocated in respect of the Equity Placings at the Issue Price must be made by no later than 11.00 am on 25 June 2020 (or such other date as shall be notified to each Placee by the Brokers) on the closing date for the Open Offer (or such other time and/or date as the Company and the Brokers may agree). The Brokers will notify Placees if any of the dates in these terms and conditions should change, including as a result of delay in the crediting of the Open Offer Entitlements in CREST, AIM Admission or otherwise.
Registration and Settlement
Settlement of transactions in the New Ordinary Shares (ISIN: GB00BVDPPV41) following AIM Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Brokers reserve the right to require settlement for, and delivery of, the New Ordinary Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be allocated New Ordinary Shares in the Equity Placings will be sent a contract note in accordance with the standing arrangements in place with the relevant Broker stating the number of New Ordinary Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to the Broker and settlement instructions (subject, in the case of the Open Offer Shares, to clawback). Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the New Ordinary Shares that it has in place with the relevant Broker.
The Company will deliver the New Ordinary Shares to a CREST account operated by the relevant Broker as agent for the Company and the relevant Broker will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant New Ordinary Shares to that Placee against payment.
It is anticipated that settlement in respect of the New Ordinary Shares will take place on 27 July 2020 on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Brokers.
Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Broker may sell any or all of the New Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Brokers' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such New Ordinary Shares on such Placee's behalf.
If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as New Ordinary Shares are issued in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such New Ordinary Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the New Ordinary Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer New Ordinary Shares), none of the Brokers nor the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Equity Placings each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Brokers (in their capacity as Brokers and placing agents of the Company in respect of the Equity Placings) and the Company, in each case as a fundamental term of their application for New Ordinary Shares, the following:
General
1. it has read and understood this Announcement in its entirety and its subscription for New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Equity Placings, the Company, the New Ordinary Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;
2. the person whom it specifies for registration as holder of the New Ordinary Shares will be (a) itself or (b) its nominee, as the case may be. None of the Brokers nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Brokers on an after-tax basis in respect of any Indemnified Taxes;
3. neither the Brokers nor any of their respective affiliates agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person (other than the relevant Broker) in connection with the Equity Placings;
4. time is of the essence as regards its obligations under this Announcement;
5. any document that is to be sent to it in connection with the Equity Placings will be sent at its risk and may be sent to it at any address provided by it to the Brokers;
6. it acknowledges that while the Existing Ordinary Shares are admitted to the premium segment of the Official List and to trading on the Main Market, the New Ordinary Shares will, following AIM Admission, be admitted (with the Enlarged Share Capital) to trading on AIM;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Equity Placings (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such materials to any person;
No prospectus
8. no prospectus or other offering document is required under the Prospectus Regulation, nor will one be prepared in connection with the Bookbuild, the Equity Placings or the New Ordinary Shares and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Equity Placings or the New Ordinary Shares;
Purchases by Brokers for their own account
9. in connection with the Equity Placings, the Brokers and any of their affiliates acting as an investor for its own account may subscribe for New Ordinary Shares in the Company and in that capacity may retain, purchase or sell for its own account such New Ordinary Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Equity Placings. Accordingly, references in this Announcement to the New Ordinary Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to each of the Brokers or any of their affiliates acting in such capacity;
10. each of the Brokers and their affiliates may enter into financing arrangements and swaps with investors in connection with which each of the Brokers and any of their affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the New Ordinary Shares;
11. the Brokers do not intend to disclose the extent of any investment or transactions referred to in paragraphs 9 and 10 above otherwise than in accordance with any legal or regulatory obligation to do so;
No fiduciary duty or client of the Brokers
12. the Brokers do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
13. its participation in the Equity Placings is on the basis that it is not and will not be a client of any of the Brokers in connection with its participation in the Equity Placings and that the Brokers have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Equity Placings nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
No responsibility of the Brokers for information
14. the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither Broker nor their respective affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, this Announcement, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Equity Placings based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;
Reliance on information regarding the Equity Placings
15.
(a) the only information on which it is entitled to rely on and on which such Placee has relied in committing itself to subscribe for New Ordinary Shares is contained in this Announcement, or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 15(a)), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the New Ordinary Shares;
(b) it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by any of the Brokers or the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Equity Placings or the New Ordinary Shares or the accuracy, completeness or adequacy of any information contained in this Announcement, or the Publicly Available Information or otherwise;
(c) none of the Brokers, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the New Ordinary Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested any of the Brokers, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information; and
(d) none of the Brokers or the Company will be liable for any Placee's decision to participate in the Equity Placings based on any other information, representation, warranty or statement,
provided that nothing in this paragraph 15 excludes the liability of any person for fraudulent misrepresentation made by that person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation that the Brokers, any of their affiliates or any person acting on their behalf, may have conducted with respect to the New Ordinary Shares, the terms of the Equity Placings or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Equity Placings, the New Ordinary Shares or the accuracy, completeness or adequacy of the information in this Announcement, the Publicly Available Information or any other information;
17. in making any decision to subscribe for New Ordinary Shares it:
(a) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the New Ordinary Shares;
(b) will not look to the Brokers for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the New Ordinary Shares;
(d) is able to sustain a complete loss of an investment in the New Ordinary Shares;
(e) has no need for liquidity with respect to its investment in the New Ordinary Shares;
(f) has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the New Ordinary Shares; and
(g) has conducted its own due diligence, examination, investigation and assessment of the Company, the New Ordinary Shares and the terms of the Equity Placings and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Equity Placings;
Capacity and authority
18. it is subscribing for the New Ordinary Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Announcement;
19. it is acting as principal only in respect of the Equity Placings or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and
(b) and will remain liable to the Company and/or the Brokers for the performance of all its obligations as a Placee in respect of the Equity Placings (regardless of the fact that it is acting for another person);
20. it and any person acting on its behalf is entitled to subscribe for the New Ordinary Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of New Ordinary Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Equity Placings and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Brokers, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Equity Placings;
21. where it is subscribing for New Ordinary Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the New Ordinary Shares for each managed account;
22. it irrevocably appoints any duly authorised officer of each Broker 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 New Ordinary Shares for which it agrees to subscribe for upon the terms of this Announcement;
Excluded territories
23. the New Ordinary Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the New Ordinary Shares under the securities laws or legislation of the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa, or any state, province, territory or jurisdiction thereof;
24. the New Ordinary Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, the Brokers or any person acting on behalf of the Company or the Brokers that would, or is intended to, permit a public offer of the New Ordinary Shares in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
25. unless otherwise specifically agreed with the Brokers, it is not and at the time the New Ordinary Shares are subscribed for, neither it nor the beneficial owner of the New Ordinary Shares will be, a resident of, nor have an address in, Australia, Japan, New Zealand, the Republic of South Africa or any province or territory of Canada;
26. it may be asked to disclose in writing or orally to the Brokers:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
27. it, and any prospective beneficial owner for whose account or benefit it is purchasing the New Ordinary Shares, is (i) located outside the United States and is acquiring the New Ordinary Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; (ii) has not been offered to purchase or subscribe for New Ordinary Shares by means of any "directed selling efforts" as defined in Regulation S;
28. it understands that the New Ordinary Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from the registration requirements of the US Securities Act and in accordance with applicable state securities laws;
29. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Equity Placings 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;
Compliance with selling restrictions and the Prospectus Regulation
30. if in a member state of the EEA or the United Kingdom, it is a Relevant Person and unless otherwise specifically agreed with the Brokers in writing, it is a Qualified Investor;
31. if it is domiciled in Switzerland, it is a "regulated qualified investor" as defined in the CISA and its implementing ordinance;
32. it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the EEA or the United Kingdom except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA or the United Kingdom within the meaning of the Prospectus Regulation;
33. if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the New Ordinary Shares subscribed for by it in the Equity Placings will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or the United Kingdom other than Qualified Investors, or in circumstances in which the prior consent of the Brokers has been given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and MAR
34. if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully be communicated;
35. it has not offered or sold and will not offer or sell any New Ordinary 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;
36. 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 New Ordinary Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by either Broker in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
37. it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the New Ordinary Shares (including all applicable provisions in FSMA and Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse ("MAR")) in respect of anything done in, from or otherwise involving, the United Kingdom);
Compliance with laws
38. if it is a pension fund or investment company, its subscription for New Ordinary Shares is in full compliance with applicable laws and regulations;
39. it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
40. in order to ensure compliance with the Regulations, each Broker (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 the relevant Broker or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the New Ordinary Shares may be retained at the relevant Broker's absolute discretion or, where appropriate, delivery of the New Ordinary Shares to it in uncertificated form may be delayed at the relevant Broker's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify the relevant Broker (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the relevant Broker and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Equity Placings, 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;
Depositary receipts and clearance services
41. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of New Ordinary Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer New Ordinary Shares into a clearance service;
Undertaking to make payment
42. it (and any person acting on its behalf) has the funds available to pay for the New Ordinary Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the New Ordinary Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant New Ordinary Shares may be placed with other subscribers or sold as the Brokers may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of New Ordinary Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's New Ordinary Shares;
Money held on account
43. any money held in an account with the relevant Brokers on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the relevant Broker's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;
Allocation
44. its allocation (if any) of New Ordinary Shares will represent a maximum number of New Ordinary Shares which it will be entitled, and required, to subscribe for, and that the Brokers or the Company may call upon it to subscribe for a lower number of New Ordinary Shares (including, in the case of the Placing, if scaled back due to clawback), but in no event in aggregate more than the aforementioned maximum;
No recommendation
45. none of the Brokers, nor any of their respective affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Equity Placings;
Inside information
46. if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Equity Placings, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;
(b) used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the information being made publicly available;
Rights and remedies
47. the rights and remedies of the Company and the Brokers under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others; and
Governing law and jurisdiction
48. these terms and conditions of the Equity Placings and any agreements entered into by it pursuant to the terms and conditions of the Equity Placings, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares (together with any interest chargeable thereon) may be taken by either the Company or the Brokers in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well as each of the Brokers and are irrevocable. The Brokers, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings. Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and the Brokers to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.
Indemnity
By participating in the Equity Placings, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, the Brokers and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Announcement or incurred by the Brokers, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after completion of the Equity Placings.
Taxation
The agreement to allot and issue New Ordinary Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the New Ordinary Shares in question. Such agreement also assumes that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor the Brokers will be responsible and the Placees shall indemnify the Company and the Brokers on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or the Brokers in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Brokers accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for New Ordinary Shares.
The Company and the Brokers are not liable to bear any taxes that arise on a sale of New Ordinary Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of the United Kingdom. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify the Brokers and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold each of the Brokers and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any New Ordinary Shares or the agreement by them to subscribe for, acquire, transfer or sell any New Ordinary Shares.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Equity Placings will not be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDIOEFIFIIRFIEIII
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